MIRA INFORM REPORT

Report Date :

22.03.2007

IDENTIFICATION DETAILS

Name :	SUTHERLAND GLOBAL SERVICES PRIVATE LIMITED
Registered Office :	383, Valacherry-Tambaram Main Road, Vijaynagaram, Chennai-600042, Tamilnadu
Country :	India
Financials (as on) :	31.03.2005
Date of Incorporation :	16.08.2000
Com. Reg. No.:	11-45578
CIN No.: [Company Identification No.]	U72200TN2000PTC045578
TAN No.: [Tax Deduction & Collection Account No.]	CHES06280B
PAN No.: [Permanent Account No.]	AAECS8093A
Legal Form :	Private Limited Liability Company
Line of Business :	Offers high quality labour, multi-channel contact centre technology solutions and the expertise of its proven processes to provide the operational footing for a diverse portfolio of BPO services, including process consulting, technology support and help desk, customer care and account management

RATING & COMMENTS

MIRA’s Rating :

Ba

RATING		STATUS	PROPOSED CREDIT LINE
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory

Maximum Credit Limit :	USD 3500000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a well established and reputed company having satisfactory track. Available information indicates high financial responsibility of the company. Directors are reported as experienced and respectable businessmen. Trade relations are fair. Business is active. Payments are usually correct and as per commitments. The company can be considered good for normal business dealings at usual trade terms and conditions.

LOCATIONS

Registered Office :	383, Valacherry-Tambaram Main Road, Vijaynagaram, Chennai-600042, Tamilnadu
Tel. No.:	91-44-40427884
E-Mail :	prasad_vb@suth.com, prasad_vr@suth.com
Website :	http://www.suth.com
Head Office :	Located at : Ø Rochester Ø New York
Branches :	Located at : Ø United States Ø United Kingdom Ø Australia Ø Mexico Ø Canada Ø India Ø Philippines India Operations Chennai Sutherland Global Services Tidel Park, 4, Canal Bank Road, Taramani Chennai - 600 113 India Tel. No.: 91-44-42027884 Fax No.: 91-44-22540577 Chennai Sutherland Global Services, 46, Santhome High Road, Mylapore, Chennai - 600 004, India Tel. No.: 91-44-42227884 Fax No.: 91-44-24620577 Chennai Sutherland Global Services, 383, Velachery Tambaram Main Road, Vijayanagaram, Chennai - 600 042, India Tel. No.: 91-44-42007884 Fax No.: 91-44-42048329 Mumbai Sutherland Global Services, 101,Interface Building, Off Link Road, Malad (W), Mumbai - 400 064, India Tel. No.: 91-22-40427888 Fax No.: 91-22-40427810 Kerala Sutherland Global Services, Technopolis, Plot No: - 1, C-SEZ, Kakkanad Kochi – 682032, Kerala, India Tel. No.: 91-484-4087884

DIRECTORS

Name :	Mr. Dilip R. Vellodi
Designation :	Director
Address :	Malbar House, 9, Braemar Way, Pittsford, New York-14534, USA
Date of Appointment :	16.08.2000
Name :	Mr. D. Rayanan
Designation :	Director
Address :	38, Bhagirathi Ammal STT Nagar, Chennai-600017, Tamilnadu, India
Date of Appointment :	01.01.2003

KEY EXECUTIVES

Name :	Mr. Don Fairbairn
Designation :	Chief People Officer
Name :	Mr. Ashok Jain
Designation :	Chief Operating Officer
Name :	Mr. Deepak Sogani
Designation :	Chief Financial Officer
Name :	Mr. Prem Puthur
Designation :	Chief Technology Officer
Name :	Mr. Bharat Chadda
Designation :	Senior Vice President
Name :	Mr. Christopher Crowley
Designation :	Senior Vice President, Sales
Name :	Mr. Daniel Lang
Designation :	Senior Vice President
Name :	Mr. Joseph Buggy
Designation :	Senior Vice President, Client Services
Name :	Mr. K. S. Kumar
Designation :	Senior Vice President
Date of Birth/Age :	48 years
Qualification :	M.A.
Experience :	24 years
Date of Appointment :	01.05.2004
Name :	Mr. D. Muthu Narayanan
Designation :	Senior Vice President, Service Delivery
Date of Birth/Age :	51 years
Qualification :	B. Com., A.C.A. Graduate, CWA
Experience :	26 years
Date of Appointment :	01.04.2004
Name :	Mr. Sridhar Narayanan
Designation :	General Manager
Date of Birth/Age :	37 years
Qualification :	B.E., PG. DIP
Experience :	10 years
Date of Appointment :	15.10.2002
Name :	Mr. Balasubramaniam S.
Designation :	Vice President
Date of Birth/Age :	37 years
Qualification :	B.E., M.S.
Experience :	10 years
Date of Appointment :	29.10.2002
Name :	Bharat Chadda
Designation :	Senior Vice President
Date of Birth/Age :	44 years
Qualification :	B. Tech., PGDM
Experience :	18 years
Date of Appointment :	17.02.2003
Name :	Mr. Rajesh Ramdas
Designation :	General Manager
Date of Birth/Age :	37 years
Qualification :	B. Com.
Experience :	9 years
Date of Appointment :	13.01.2003
Name :	Mr. P.L.K. Ravi Chandar
Designation :	General Manager
Date of Birth/Age :	36 years
Qualification :	B.E.
Experience :	14 years
Date of Appointment :	12.10.2001
Name :	Mr. Sumanth Cidambi D.
Designation :	Vice President
Date of Birth/Age :	35 years
Qualification :	B. Com., A.C.A.
Experience :	10 years
Date of Appointment :	22.10.2003
Name :	Mr. T. R. Santhana Krishnan
Designation :	Global CFO
Date of Birth/Age :	48 years
Qualification :	B. Com., A.C.A., Graduate CWA
Experience :	16 years
Date of Appointment :	01.09.2003

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

Names of Shareholders	No. of Shares
Sutherland Global Services Inc.	2495490
Mr. Dilip R. Velodi	10

BUSINESS DETAILS

Line of Business :

Offers high quality labour, multi-channel contact centre technology solutions and the expertise of its proven processes to provide the operational footing for a diverse portfolio of BPO services, including process consulting, technology support and help desk, customer care and account management

GENERAL INFORMATION

No. of Employees :

12500 (Group)

Bankers :

Canara Bank, Mylapore, Chennai-600004

Facilities :

Secured Loan
Particulars	Rs. (in Millions)
From Banks: Term Loan Pre and Post Shipment Credit	48.000 145.713
From Others: Vehicle Loan	3.148
Total	197.340

Banking Relations :	Satisfactory
Auditors :
Name :	Price Waterhouse & Company Chartered Accountants
Address :	32, Khader Nawaz Khan Road, Nungambakkam, Chennai-600006, India
Tel. No.:	91-44-52285000
Fax No.:	91-44-52285100
Subsidiaries :	v Sutherland Group, Canada Corporation v Sutherland Global Services, Philippines v SGS USA Inc.
Holding Company :	Sutherland Global Services Inc. (Formerly The Sutherland Group Limited, USA)

CAPITAL STRUCTURE

Authorised Capital :

No. of Shares	Type	Value	Amount
2500000	Equity Shares	Rs.10/- each	Rs.25.000 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
2495500	Equity Shares	Rs.10/- each	Rs.24.955 millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2005	31.03.2004
SHAREHOLDERS FUNDS
1] Share Capital		24.955	24.955
2] Share Application Money		122.280	327.916
3] Reserves & Surplus		0.000	0.000
4] (Accumulated Losses)		746.193	460.922
NETWORTH		893.428	813.793
LOAN FUNDS
1] Secured Loans		197.340	212.723
2] Unsecured Loans		0.000	0.000
TOTAL BORROWING		197.340	212.723
DEFERRED TAX LIABILITIES		0.000	0.000
TOTAL		1090.769	1026.516
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		696.328	478.313
Capital work-in-progress		6.752	0.939
INVESTMENT		0.000	0.000
DEFERREX TAX ASSETS		0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	0.000	0.000
	Sundry Debtors	492.498	367.303
	Cash & Bank Balances	68.864	54.956
	Other Current Assets	2.554	5.963
	Loans & Advances	110.959	290.639
Total Current Assets		674.875	718.861
Less : CURRENT LIABILITIES & PROVISIONS
	Current Liabilities	267.251	165.563
	Provisions	19.935	6.034
Total Current Liabilities		287.186	171.597
Net Current Assets		387.689	547.264
MISCELLANEOUS EXPENSES		0.000	0.000
TOTAL		1090.769	1026.517

PROFIT & LOSS ACCOUNT

PARTICULARS	31.03.2005	31.03.2004
Sales Turnover [including other income]	2739.992	1320.964
Profit/(Loss) Before Tax	290.831	253.678
Provision for Taxation	5.560	0.600
Profit/(Loss) After Tax	285.271	253.078
Export Value	2736.847	1319.005
Import Value	230.633	86.506
Total Expenditure	2449.161	1067.285

KEY RATIOS

PARTICULARS		31.03.2005	31.03.2004
PAT / Total Income	(%)	10.41	19.15
Net Profit Margin (PBT/Sales)	(%)	10.61	19.20
Return on Total Assets (PBT/Total Assets}	(%)	21.20	21.19
Return on Investment (ROI) (PBT/Networth)		0.32	0.31
Debt Equity Ratio (Total Liability/Networth)		0.54	0.47
Current Ratio (Current Asset/Current Liability)		2.35	4.19

LOCAL AGENCY FURTHER INFORMATION

Fixed Assets :

Ø Leasehold Improvements

Ø Plant and Machinery

Ø Computer Equipment

Ø Office Equipment

Ø Furniture and Fittings

Ø Vehicles

Ø Software

Form 8 Particular for creation or modification of charges

Name of the company

SUTHERLAND GLOBAL SERVICES PRIVATE LIMITED

Presented By

The Senior Manager,

Canara Bank,

Mylapore,

Chennai-600004

1) Date and description of instrument creating the change

19.10.2002

2) Amount secured by the charge/amount owing on the securities of charge

FDB/FBE – Rs.30.000 millions

3) Short particular of the property charged. If the property acquired is subject to charge, date of the acquired of the property should be given

Hypothecation by way of the property charge in favour of Bank, all the Plant and Machinery such as software, computer, equipments and motor vehicles, tools and accessories kept at borrower’s premises situated at No. 46 (Old No.145), Santhome High Road, Chennai-600004, and at Tidal Park, 6^th and 9^th Floor, Canal Bank Road, Taramani, Chennai-600113 to secure the above said sanctioned limits of Rs.30.000 millions

4) Gist of the terms and conditions and extent and operation of the charge.

Rate of interest at over and above ongoing PLR (or at such rates as may be revised by Bank from time to time) with a minimum of 10.00% compounded quarterly.

5) Name and Address and description of the person entitled to the charge.

The Senior Manager,

Canara Bank,

Mylapore,

Chennai-600004

6) Date and brief description of instrument modifying the charge

Dated 15.06.2005

i) Agreement Re: Collateral Security: Machinery, Vehicles

7) Particulars of modifications specifying the terms and conditions or the extent of operations of the charge in which modification is made and the details of the modification.

The total credit facilities extended by the Bank to the Company has been revised to Rs.280.000 millions as per the details given hereunder :

Nature of Facility	Existing (Rs. in Millions)	Revised (Rs. in Millions)
FBE/FDB Sub Limit CPC Term Loan	130.000 -- 150.000	130.000 (50.000) 150.000
Total	280.000	280.000

Besides the securities so far offered, hypothecation in favour of Bank on all Plant and Machinery, tools and accessories already purchased as described in schedule such as software computers, equipments, other accessories, furniture and fittings and also Machinery and motor vehicles etc., to be purchased kept at borrower’s premises situated at Santhome, Tidel Park, Valachery and Mumbai to secure the above revised limit of Rs.280.000 millions.

Rate of interest at 7% p.a. with compounded quarterly.

Corporation identity number or foreign company registrations number of the company	U72200TN2000PTC045578
Name of the company	SUTHERLAND GLOBAL SERVICES PRIVATE LIMITED
Address	383, Valacherry-Tambaram Main Road, Vijaynagaram, Chennai-600042, Tamilnadu, India
This Form is for	Modification of Charge
Type of Charges	Movable Property (not being pledge)
Particular of the charge holder	Canara Bank Mylapore Chennai-600004 Tamilnadu, India E-Mail ID: chn0915@canbank.co.in
Nature or description of the instrument creating charge	Letter of closure issued by Bank for the Term Loan of Rs.150.000 millions, availed by the Company
Date of the instrument creating charge	24.10.2006
Amount Secure by the charge	130.000 millions
Brief of the principal terms and conditions and extent and operation of the charge	Rate of interest Rate of interest 7.00% compounded quarterly
Extent and operation of charge	The charge shall cover the due repayment of Loan amount mentioned in para No.11 together with interest, penal interest and other levies payable as per loan agreement
Modification charge Charge identification number of the charge to be modified	90291196
Particulars of the Property charged	All Plant and machinery, tools and accessories and motor vehicles, tools and accessories already purchased as described in schedule such as software computers, equipments, other accessories, furniture and fittings and also the Machinery and motor vehicles etc. to be purchased/ kept at borrowers premises situated at Santhome, Tidel Park, Velachery and Mumbai.
Date of latest modification prior to the present modification	15.06.2005
Particulars of the present modification	Partial closure of facility availed i.e. Term Loan availed by the company of Rs.150.000 millions satisfied fully and hence the total limits brought down from Rs.280 millions to Rs.130 millions

Operations :

This being the fifth financial year of operations, the company has achieved commendable results. The turnover has increased to Rs.2724.174 millions as against Rs.1319.000 millions in the previous year and Net Profit after tax for the year has risen up to Rs.285.270 millions as against Rs.253.078 millions in the previous year.

The company during the year under review has achieved a growth in revenue and in operating profit by 107% and 60% respectively over previous year.

During the year the company started operations from Padi with 791seater capacity and Centre of learning and Training at Perungudi, Chennai. During the year the company was able to add new clients as well as new business from existing clients. The company anticipates rapid growth in the current year.

Website Details:

Sutherland Global Services is a member of the following industry organizations:

The American Teleservices Association (ATA) represents the call centres, trainers, consultants, and equipment suppliers that initiate, facilitate, and generate telephone, Internet, and email sales, service, and support. Call centres offer traditional and interactive services that support the e-commerce revolution, provide specialized customer service for Fortune 500 companies, and generate annual sales of more than $500 billion.

The ATA represents members' interests by advocating on Capitol Hill and in statehouses nationwide, providing advanced professional education opportunities, defending the teleservices industry in the public realm, and acting as the industry's information clearinghouse.

 SOCAP

SOCAP (Society of Consumer Affairs Professionals in Business) membership is open to all professionals who are in some way responsible for creating and maintaining customer loyalty: vice presidents, directors, managers, and supervisors with responsibilities for consumer affairs, customer service, customer relationship management, inbound call centres, market research, information systems integration, sales and marketing, database management, new business development and operations.

SOCAP membership is composed of close to 3,000 corporate consumer affairs/customer service professionals, representing more than 1,500 companies. Most of these companies are listed in the Fortune/Forbes 1000.

Inter-Company Marketing Group

ICMG is the premier non-profit trade association that fosters strategic alliances between financial services companies, providing:

Targeted networking opportunities

Sharing of knowledge and experience

Resources for successful inter-company alliances

Their members are marketing decision-makers at insurance companies, TPA firms, and other financial services companies, and are either involved in or associated with their companies' strategic alliances. Members join to develop relationships over time with others involved in strategic alliances; many come to ICMG looking for new distributors or manufacturers to partner with.

A customer support executive, looking to serve a growing customer base with less budget dollars to spend. A marketing manager aggressively launching a new product that needs to show immediate sales results and conversion. A strategic sourcing leader with a mandate to build an offshore game plan and challenge existing supplier models. More responsibility, accountability and pressure are being placed on business leaders to meet corporate objectives than ever before, but with fewer resources and less internal support to work with.

For companies that are looking to ease the burdens associated with customer lifecycle management, Sutherland Global Services provides outsourcing services that are designed to improve operational performance and lower the overall costs…while making life a lot easier.

Rooted in nearly two decades of real-world experience working for some of the world’s largest and most respected companies, Sutherland’s outsourcing services can provide companies with the following business benefits:

Performance Improvement – Harnessing the deep domain knowledge across their company and applying this expertise to design, launch and manage a world-class operation that delivers better results than others are able to achieve internally.

Cost Reduction – By applying factors such as economies-of-scale, process re-design and improvement, agent utilization, advanced customer interaction tools and infrastructure, and low-cost labour markets.

Flexibility – Sutherland will design a custom solution that meets the specific requirements and, if necessary, they will make swift modifications to the outsourced program without hassle or pushback.

Companies looking to leverage the benefits of outsourcing have a seemingly endless pool of service providers to choose from. Choosing the right partner will allow driving operational excellence, increase efficiencies and achieve the targeted business metrics. Choosing the wrong partner could result in wasted time and money, frustration and alienation among the customer base, and a damaged reputation – for the team responsible for selecting the partner as well as for the company as a whole.

There are a number of very good outsourcing companies in the market today. Sutherland’s policy is to encourage potential clients to conduct a thorough due diligence effort and evaluate their overall capabilities, client experience, documented results, industry reputation and operational management framework against any outsourcing provider in the market today.

Sutherland is able to document and showcase a number of core strengths – such as their Quality Practices, Delivery Methedology, Client Experience and Bestshore Model. However, they encourage to look deeper at both the tangible and intangible attributes of their business so that can gain a more comprehensive perspective on Sutherland's competitive advantages. These qualities include:

Tangibles Intangibles

• Technology/infrastructure
• Quality practices
• Client experience
• Process knowledge
• Recruiting methodologies
• Training
• People development
• Transition/implementation management
• Security/business continuity
• Geographies/locations
• Process control

• Commitment (to the success)
• Proactive account management
• Responsiveness
• Flexibility
• Reputation
• Open & honest communication
• Delivering on promises
• Culture
• Values
• Ethics
• Risk and reward sharing

For Immediate Release
US BPO Major expands India Operations
Sutherland to invest over Rs. 1200 millions in Kerala; Plans to hire 3000 Professionals in Kochi in 3 years
Kochi(India) January 31st, 2006:

Having established a strong multinational presence with over 12,000 employees worldwide, New York headquartered Sutherland Global Services has announced plans to further expand its offshore operations in India, with its foray into Kerala. In India, Sutherland has a strong presence in Chennai and Mumbai.

Sutherland plans to set up a state-of-the-art service delivery centre and training infrastructure on 25 acres of land located in Kochi and expects to hire 3,000 Professionals over the next 3 years in the first phase for its Kerala Operations. Sutherland’s BPO Facility in Kochi is expected to become operational in the 3rd quarter of 2006. As part of this expansion into Kerala, Sutherland will invest over Rs. 1200 millions.

One of the largest independent BPO companies with 20 years of industry experience and over 8,000 employees in India alone, Sutherland manages global client relationships in 14 locations across America, Canada, India and the Philippines. As one of the only multi-national process management organizations with end-to end service offerings, Sutherland has solidified its leadership position in the rapidly changing BPO industry. Sutherland has won significant contracts with clients already experienced in the India market, making the company a partner of choice for Global Corporations.

Kerala marks Sutherland’s second new geographic expansion this year. In July 2005, the company successfully launched operations in the Philippines.

On its global expansion plans, Dilip Vellodi, Chairman and CEO, Sutherland Global Services said, “Process rigor and ability to scale are two of their clients’ key objectives, and they remain focused on meeting those needs. Part of that strategy includes ongoing growth of current geographies and expansion into new markets. In the past 12 months they have opened two new operations centres in India, along with centres in Canada and the Philippines.”

On the reasons for expanding into Kerala, Mr. Vellodi added “They are confident that the talent pool and robust infrastructure in Kerala will provide advantages of cost, scalability, and more importantly value across the spectrum of services they offer their clients. With their geographical reach, their ability to introduce new services and the capability to meet the changing and growing needs of their clients and their customers has increased their competitive edge in the market place.”

Sutherland manages a strong global client base, over 70% of which is listed among the Fortune 500. These clients include prominent names in the Banking and Financial Services, Retail, Information Technology and Communications industries. Sutherland’s service portfolio includes Process Consulting, Back Office Processing, Technology Support, Customer Care, and Account Management services that address the entire “customer management lifecycle.”

About Sutherland Global Services

Sutherland Global Services is a global Customer Management Company in the BPO industry with 20 years of practitioner heritage in Business Process Outsourcing (BPO). Sutherland helps companies design, build and manage their customer management operations. Sutherland’s delivery centres are located in USA, Canada, Philippines and India. Sutherland’s Global employee base is over 12,000 professionals.

Sutherland Global Services is a leading Business Process Outsourcing (BPO) company with nearly twenty years of experience in the customer management space. Since 1986, some of the world’s most respected companies have depended on Sutherland to manage various aspects of their customer operations. By taking advantage of Sutherland’s domain knowledge, quality processes and global delivery options, clients are able to dramatically improve their sales, marketing and customer support results while remaining focused on their core competencies.

Sutherland offers an end-to-end set of contact centre and back-office outsourcing services that clients can choose to implement in either an integrated or stand-alone manner. Currently, Sutherland owns and operates multiple delivery centres across the United States, Canada, India and the Philippines.

Sutherland Global Services is a privately held company with headquarters in the United States.

Sutherland established in Rochester, NY8Company lands major BPO client relationships with Digital Equipment Corporation and Xerox Corporation

1993

Entered into a co-sourcing arrangement with a Fortune 50 technology client. Sutherland is responsible for customer care, account management and marketing support services from four operations centres across the U.S.

1996

Launches Technical Support/Help Desk practice

998

Achieved ISO 9000 registration

000

Offshore operations commence with the opening of first facility in Chennai, India

003

Near shore operations commence with the opening of first facility in Sault Ste. Marie, Canada

2004

Sutherland receives first round of COPC certifications

05

Sutherland expands into the Philippines with the opening of first facility in Manila

005

Company crosses the 10,000 employees mark

For Immediate Release

Sutherland Global Services Chief Operating Officer, Ashok Jain, In-Flight Radio Interview
May 08, 2006:

Sutherland Global Services Chief Operating Officer, Ashok Jain, is featured on a special in-flight radio program called "Global Outsourcing", which airs worldwide on the American Airlines’ Forbes Radio in Flight Channel during the entire month of July 2006. The report spotlights ground-breaking companies that have considered outsourcing in order to focus on their core competencies and the companies that help them manage those outsourcing initiatives. Mr. Jain discusses Sutherland expert services that leverage 20 years of experience in business processing outsourcing (BPO).

About Sutherland Global Services

Sutherland Global Services is a global customer management company in the BPO industry with over 20 years of practitioner heritage in Business Process Outsourcing (BPO). Sutherland helps companies design, build and manage their customer management operations. Sutherland’s customer management operations centres are located in USA, Canada, India and the Philippines. Sutherland’s global employee base is over 12,500.

CMT REPORT (Corruption, Money Laundering & Terrorism]

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

1] INFORMATION ON DESIGNATED PARTY

No records exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

2] Court Declaration :

No records exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

3] Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

4] Record on Financial Crime :

Charges or conviction registered against subject: None

5] Records on Violation of Anti-Corruption Laws :

Charges or investigation registered against subject: None

6] Records on Int’l Anti-Money Laundering Laws/Standards :

Charges or investigation registered against subject: None

7] Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

8] Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

9] Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

10] Press Report :

No press reports / filings exists on the subject.

CORPORATE GOVERNANCE

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

CONTRAVENTION

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

FOREIGN EXCHANGE RATES

Currency	Unit	Indian Rupees
US Dollar	1	Rs.43.70
UK Pound	1	Rs.85.90
Euro	1	Rs.58.25

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	5
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	9
--PROFITABILIRY	1~10	4
--LIQUIDITY	1~10	6
--LEVERAGE	1~10	6
--RESERVES	1~10	7
--CREDIT LINES	1~10	6
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	YES
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		53

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

Financial condition (40%) Ownership background (20%) Payment record (10%)

Credit history (10%) Market trend (10%) Operational size (10%)

RATING EXPLANATIONS

RATING		STATUS	PROPOSED CREDIT LINE
>86	Aaa	Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums	Unlimited
71-85	Aa	Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums	Large
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory
26-40	B	Unfavourable & favourable factors carry similar weight in credit consideration. Capability to overcome financial difficulties seems comparatively below average/normal.	Small
11-25	Ca	Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity	Limited with full security
<10	C	Absolute credit risk exists. Caution needed to be exercised	Credit not recommended
NR		In view of the lack of information, we have no basis upon which to recommend credit dealings	No Rating

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