MIRA INFORM REPORT

Report Date :

29.08.2008

IDENTIFICATION DETAILS

Name :	THIRDWARE SOLUTIONS LIMITED
Registered Office :	A-29, Nandabhavan Industrial Estate, Mahakali Caves Road, Andheri (East), Mumbai – 400093, Maharashtra.
Country :	India
Financials (as on) :	31.03.2006
Date of Incorporation :	20.06.1995
Com. Reg. No.:	089765
CIN No.: [Company Identification No.]	U72900MH1995PLC089765
TAN No.: [Tax Deduction & Collection Account No.]	MUMT05013B / MUMT10399E
PAN No.: [Permanent Account No.]	AABCT0556A
Legal Form :	A Closely Held Public Limited Liability Company.
Line of Business :	Providing IT Services

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 1817525
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a well established company having satisfactory track. Trade relations are fair. 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 :	A-29, Nandabhavan Industrial Estate, Mahakali Caves Road, Andheri (East), Mumbai – 400093, Maharashtra, India
Tel. No.:	91-22-28292225 / 6 / 28291976
Mobile No.:	91-22-28292102
Fax No.:	91-22-28292102
E-Mail :	pradeep@tspl.com rattan@tspl.com
Website :	www.tspl.com
Branch Office 1 :	Thirdware Consulting, Unit No. 168, 2nd floor SDF-VI, Phase I, SEEPZ, Andheri (East), Mumbai 400 096
Tel. No.:	91-22-28292225/6
Fax No.:	91-22-28292102
Branch Office 2 :	Thirdware Business Solutions, No. 6, Bhagirathi Ammal Street, T. Nagar, Chennai - 600 017
Tel. No.:	91-44-42228100
Fax No.:	91-44-42228150
Branch Office 3 :	Thirdware Solution Limited, Appek building - First Floor, Large Wing 93/A, 4th B Cross, 5th Block, Industrial Area, Koramangala, Bangalore - 560 095
Tel. No.:	91-80-25500004/5
Fax No.:	91-80-25500004/5
Overseas Office 1 :	Thirdware Solution Singapore Pte. Limited. 150, Orchard Road,#08 – 01, Orchard, Plaza, Singapore 238841
Tel. No.:	+65-67377808
Fax No.:	+65-627384032
Overseas Office 2 :	Thirdware Solution Europe Ltd. Fairfax House, 15 Fulwood Place, London, WC1V 6AY, United Kingdom
Tel. No.:	+44-20-79695500
Fax No.:	+44-20-79695600
Overseas Office 3 :	Thirdware Solution Inc. (USA), Corporate Registered, Office:15 East North Street, Dover, Delaware 19901
Overseas Office 4 :	Thirdware Solution Deutschland GmbH, C/o Abels Decker Kuhfuss and Partner - 40474 Dusseldorf, Tersteegenstr 28
Tel. No.:	+49-211-478380
Fax No.:	+49-211-478381
Overseas Office 5 :	Corporate Business Office:61-36, 170th Street Suite # M1, Fresh Meadows NY 11365
Tel. No.:	+1-718-321-0384
Fax No.:	+1-718-321-0385
Overseas Office 6 :	Republic Of Ireland, Thirdware Ireland Limited, First Floor, Riverview House, 21-23 City Quay,Dublin 2, Ireland
Tel. No.:	+353-1-6753149
Fax No.:	+353-1-6753150
Overseas Office 7 :	Crystal Glen Centre, Office Number 46, 39555, Orchard Hill Place – Suite 600, Novi, MI, 48375, USA.
Overseas Office 8 :	Thirdware Solution Limited, 15/F Cerulean Tower, 26-1 Sakuragaoka-cho, Shibuya -ku, Tokyo, Japan, 100-0005
Tel. No.:	+81 3 5456 5711
Fax No.:	+81 3 5456 5511

DIRECTORS

Name :	Mr. Pradeep J. Erinjery
Designation :	Chairman
Address :	B-1502, Etemia, Hiranandani Garden, Powai, Andheri (East), Mumbai – 400076
Date of Birth/Age :	09.10.1966
Date of Appointment :	20.06.1995
Name :	Mr. Mohan S. Kirane
Designation :	Director
Address :	A-1603, A-Wing, Avalon, Hiranandani Garden, Powai, Andheri (East), Mumbai – 400076
Date of Birth/Age :	14.07.1963
Date of Appointment :	10.10.1997
Name :	Mr. Manish U. Sharma
Designation :	Director
Address :	101, Kings Apartment, Juhu Road, Juhu, Mumbai – 400049
Date of Birth/Age :	27.01.1970
Date of Appointment :	10.10.1997
Name :	Mr. David Ellot Friedman
Designation :	Director
Address :	7D, Ramniyan Tower, Greenways Road, Chennai – 600028
Date of Birth/Age :	13.03.1962
Date of Appointment :	31.01.2001
Name :	Mr. Neelabja M. Chakrabarty
Designation :	Director
Address :	Flat – 31, Progressive CBD Belpur, Sector – 19, Navi Mumbai
Date of Birth/Age :	07.04.1977
Date of Appointment :	30.10.2003
Name :	Mr. Dirk Heltzman
Designation :	Director
Address :	10779, Harvest Court, Piymouth, Michigan, USA – 48170
Date of Birth/Age :	15.11.1954
Date of Appointment :	01.08.2005
Name :	Mr. Satish Menon
Designation :	Director
Address :	28-442, Siddharth Nagar – 4, Near Vivek Vidyalaya, Goregaon (East), Mumbai – 400062, Maharashtra
Date of Birth/Age :	29.09.1968
Date of Appointment :	31.03.2000
Name :	Mr. Bhavesh Shah
Designation :	Director
Address :	C/203, Minal Apartments, Old Nagardas Road, Andheri (East), Mumbai – 400069, Maharashtra
Date of Birth/Age :	03.06.1969
Date of Appointment :	10.10.1997
Name :	Mr. Shivaraman Shekhar
Designation :	Director
Address :	504, Kalyan Tower, Sector -1, Vashi, Navi Mumbai – 400614, Maharashtra
Date of Birth/Age :	26.01.1958
Date of Appointment :	31.03.2000
Name :	Mr. Balu Shrinivas
Designation :	Director
Address :	Retechoice Harnivasa Apartments, Kodambakkam, Chennai – 600024, India
Date of Birth/Age :	06.02.1959
Date of Appointment :	01.08.2005
Name :	Mr. Ulhas Telang
Designation :	Director
Address :	Building No.A3, Flat No.52, Mahindra Gardens, S.V. Road, Goregaon (West), Mumbai – 400064, Maharashtra, India
Date of Birth/Age :	03.10.1952
Date of Appointment :	01.07.2006

KEY EXECUTIVES

Name :	Mr. Ganesha Sanjay Shetty
Designation :	Secretary
Address :	B-404, akruti Aneri Chs. Limited, Marol Morshi Road, Andheri (East), Mumbai – 400059, Maharashtra, India
Date of Birth/Age :	01.03.1968
Date of Appointment :	25.10.2007

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 29.09.2007

Names of Shareholders	No. of Shares
Mr. Pradeep J. Erinjery	1316400
Mr. Pramod J. Erinjery	400
Mr. Mohan S. Kirane	788000
Mr. Bhavesh Shah	488000
Mr. Manish U. Sharma	488000
Mr. Shivaraman Shekhar	192000
Mr. Satish Menon	488000
M/s. Ford Business Service Center Private Limited	940000
Total	4700800

AS ON 29.09.2007

Equity Share Breakup	Percentage of Holding
Category
Bodies corporate	20.00
Directors or relatives of directors	80.00

BUSINESS DETAILS

Line of Business :

Providing IT Services

GENERAL INFORMATION

No. of Employees :	300
Bankers :	Citi Bank, Wockhardt Tower, Ground Floor, West Wing, Bandra Kurla Complex, Mumbai – 400051, Maharashtra, India

Banking Relations :	Satisfactory
Auditors :
Name :	S.V. Shetty and Associations Chartered Accountant
Address :	G-16, Bhaveshwar Complex, Opp. Vidya Vihar Bus, Depot, Vidyavihar (West), Mumbai – 400086, Maharashtra, India

CAPITAL STRUCTURE

AS ON 29.09.2007

Authorised Capital :

No. of Shares	Type	Value	Amount
7995000	Equity Shares	Rs. 10/- Each	Rs.79.950 Millions
5000	Preference Share	Rs. 10/- Each	Rs.0.050 Million
	Total		Rs.80.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
4700800	Equity Shares	Rs. 10/- Each	Rs.47.008 Millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2006	31.03.2005
SHAREHOLDERS FUNDS
1] Share Capital		47.008	47.008
2] Share Application Money		0.000	0.000
3] Reserves & Surplus		316.497	294.901
4] (Accumulated Losses)		0.000	0.000
NETWORTH		363.505	341.909
LOAN FUNDS
1] Secured Loans		0.119	0.807
2] Unsecured Loans		0.000	0.000
TOTAL BORROWING		0.119	0.807
DEFERRED TAX LIABILITIES
TOTAL		363.624	342.716
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		27.697	14.782
Capital work-in-progress		0.000	0.000
INVESTMENT		230.422	238.843
DEFERREX TAX ASSETS		0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	0.000	0.000
	Sundry Debtors	97.049	34.979
	Cash & Bank Balances	130.312	118.110
	Other Current Assets	0.000	0.000
	Loans & Advances	47.594	35.768
Total Current Assets		274.955	188.857
Less : CURRENT LIABILITIES & PROVISIONS
	Current Liabilities	133.236	72.374
	Provisions	36.214	27.394
Total Current Liabilities		169.450	99.768
Net Current Assets		105.505	89.089
MISCELLANEOUS EXPENSES		0.000	0.000
TOTAL		363.624	342.716

PROFIT & LOSS ACCOUNT

PARTICULARS		31.03.2006	31.03.2005
Sales Turnover		352.664	291.170
Other Income		23.502	9.245
Total Income		376.166	300.415
Net Profit		148.076	124.874
Expenditures :
	Purchases made for re-sale	15.482	21.169
	Salaries, Wages, Bonus, etc.	121.817	82.145
	Managerial Remuneration	3.104	5.322
	Payment to Auditors	1.412	1.123
	Interest	0.116	0.070
	Insurance Expenses	1.579	0.730
	Power & Fuel	1.352	1.277
	Other Expenditure	83.228	63.705
Total Expenditure		228.090	175.541

KEY RATIOS

PARTICULARS		31.03.2006	31.03.2005
PAT / Total Income	(%)	39.36	41.56
Net Profit Margin (PBT/Sales)	(%)	41.98	42.88
Return on Total Assets (PBT/Total Assets}	(%)	27.77	28.22
Return on Investment (ROI) (PBT/Networth)		40.73	36.52
Debt Equity Ratio (Total Liability/Networth)		46.64	29.41
Current Ratio (Current Asset/Current Liability)		1.62	1.89

LOCAL AGENCY FURTHER INFORMATION

Web Details Attached

Milestones :

1996	Started Operations. 2 full-cycle ERP implementations completed within first year.
1997	ERP Implementations in Asia Pacific – China, Korea, Vietnam, Thailand.
1998	Commences Delhi operations. ERP implementation for 8 sites completed in average 3 months per site. QAD Alliance partner of the Year award
1999	Commences Export operations in SEEPZ, Mumbai.
2000	Commences Operations in Bangalore. New business group for BI established. QAD Service Quality and Customer Satisfaction award.
2001	Ford invests in Subject. Alliances with Hyperion Corp. Commences Chennai operations. Employee Growth Rate 100% from 1998
2002	Starts International operations in the US, Europe and Singapore. Completes ERP implementations in Europe.
2004	Customer base crosses 100 Hyperion Best performing Services partner award
2005	Subject Ireland commences operations. Hyperion Best Implementation partner award

Leadership Team

It's all about TEAMWORK. The collaborative spirit in which team Subject works...

Mr. Pradeep Erinjery, Chairman and CEO

Pradeep founded Subject in 1996 to provide solutions in the area of Enterprise Solutions. He holds a Bachelors Degree in Engineering - Electronics, CPIM (APICS) and has more than 20 years experience in the Industry out of which 18 years in the area of Enterprise Solutions. Pradeep is proficient in all the aspects of the IT Solutions and Consulting Business and provides Strategic Leadership as Chairman of the company.

Mr. Mohan Kirane,Managing Director

Mohan is a founding member of Subject. He holds a Master in Science - Solid State Physics and MBA - Systems Management, and has more than 21 years experience in the Industry out of which 17 years in the area of Enterprise Solutions and allied areas. Mohan is the Managing Director of the Company and oversees the Overall running of the Company including Alliances, Partnerships, Subsidiaries and Finance.

Mr. Ulhas Telang, Executive Director

Ulhas is a senior member of the Management Team. Ulhas is a graduate in technology from IIT-Bombay and Post Graduate in Industrial Engineering from NITIE. He has an overall experience of 30 years in the Information technology. Ulhas has worked in senior positions with some of the leading organizations such as WIPRO Corporation, IBM India, Siemens Information Systems Limited. and as a Executive Director (Partner) with KPMG consulting before joining Subject.

Mr. Bhavesh Shah, COO

Bhavesh has been with Subject since its early days of 1996. He has more than 16 years of work experience out of which 14 years in the area of Enterprise solutions. He holds a diploma in Electrical Engineering and a post graduate diploma in Software Technology from NCST. Bhavesh is the Chief Operating Officer of the company and oversees sales and operations along with managing strategic relationships.

Industries

· Automotive

· Electronics and Industrial

· Pharmaceuticals

· Retailer

· IT Services

· Utility

· Customer Product

· Food and Beverages

· Telecom

· Banking and Financial Service

· Shipping and Transpiration

· Hospitality and Leisure

PRESS RELEASE

HYNOTE ANNOUNCES STRATEGIC PARTNERSHIP WITH THIRDWARE

Global Alliance Blends Stateside Savvy with Offshore Production

Charlotte, NC — January 14, 2008

As the next logical step in rolling out its long-term strategic plan, meta-consultancy HyNote today announced a major accord with Thirdware, an India-based enterprise consulting firm that specializes in application development and maintenance. The partnership will focus on blending HyNote's stateside business savvy with Thirdware's application and process expertise to deliver affordable enterprise solutions.

"Our business model focuses specifically on building a global value added network of tightly coupled partners that collaborate to deliver best-of-breed solutions," notes Mike Dayton, founder and CEO of HyNote. "Consequently, we're very keen to make sure that the alliances we create not only add value, but in fact play a critical role in the success of our network. Thirdware fits perfectly within this framework because they understand today's market dynamics; they recognize that a network approach is optimal for both the customer and service provider. We're delighted to have them onboard."

Dayton says several key factors make Thirdware an ideal partner: they have a decade of experience delivering enterprise applications, including enterprise resource planning (ERP) and analytical solutions; they understand the importance of process-oriented application development; and they recognize the value of local consultants taking the lead in certain phases or aspects of engagement, including account management, customer relations and iterative solutions design.

As a veteran of enterprise software giant Hyperion Solutions, where he led efforts to foster strategic alliances with an array of industry players, Dayton also lauds Thirdware's mature corporate culture, as well as its customer-centric approach: "We were very impressed with Thirdware's professionalism. They've achieved a level of maturity that's on par with some of the best consultancies in the world. That's particularly apparent in the way they approach client work: they're never afraid to ask probing questions, and they recognize the value of and focus on building long-term relationships."

Prashanth Rai, Thirdware's US Business Manager, explains his company's rationale in moving forward with this alliance: "HyNote complements our delivery capabilities with a solid mix of domestic domain expertise and transparent client and project management. This combination gives clients the best of both worlds: strong, affordable offshore delivery with the capacity to scale, plus a familiar client-facing team that can quickly identify opportunities and gaps. It's a classic win-win, and we're quite confident that customers will experience the value and benefit from this partnership."

Nonetheless, clients will have questions about just how well this blended model will work. Rai explains Thirdware's methodology, and how it will interface with HyNote's delivery model. "Thirdware teams are a usually built with a mix of business and technical consultants. For example, within our Hyperion practice we hire chartered accountants (CPAs) and put them through our rigorous product training schedule. This is unique in our industry and equips the project teams with significant business and product knowledge. We have also taken steps to identify and train our offsite coordinators who will interface with the customer and/or onsite team."

HyNote is one of the world's first true meta-consultancies, designed to leverage a global Value Added Network of specialized IT consulting firms, mature offshore application development, and Web-based collaboration technologies. For more info, go to www.HyNote.com.

ERP IS A JOURNEY NOT A DESTINATION

In a rapidly changing business environment, ERP (Enterprise Resource Planning) puts the systems in place and allows you to accordingly react to these quicksilver changes. It has an all-encompassing scope in industry whether it is in financial, production, outsourcing, logistics, etc. As a concept, it has become a buzzword and has picked momentum for the last few yeas. But every successful concept has its initial teething problems and ERP is no exception to this fact. A recently held seminar at NITIE dwelt on the issues that affect ERP implementation and the strategies to overcome these drawbacks.

The issue that all unanimously felt topped the list was the lack of top management commitment. Ever decision taken requires total top management involvement without which ERP implementation efforts come to naught. But top management will be totally involved in ERP only when it feels that the company will be ultimate beneficiary. Says Satish Pendse, GM, Information Systems, Marico, "The strategy lies in not asking for organizational commitment, but in aligning organizational strategies with IT strategies and ERP."

Each and every issue that concerns ERP is inevitably linked with people and their expectations. While speaking about expectation management, which is another vital element in ERP implementation, Girish Gala, Advisory Project Manager, IBM, says, "People expect ERP to deliver everything under the Sun. They feel that if you press a button you will get anything. They ought to realise that a company's turnover will not double automatically."

This issue of people's fear of ERP - that is may effect them adversely, is addressed under Change Management People consider ERP to be a threat as they feel that their traditional function of doling out information will now become redundant in view of the fact that machines will perform this function and thy will no longer be called upon. This fear of redundancy or loss of power needs to be addressed and they need to be assured that people do not lose jobs due to ERP. People may also not adapt to the new system due to the failure of proper training. The fear of failure too can bring about resistance since every error in this system is blown out of proportion. With regards to resistance to ERP, Prashant Karkhanis, Head, Business Consulting, Mahindra Consulting Ltd., says, "When companies switch to ERP, the performance measurement bar goes up. But for every action there is an equal and opposite reaction. Similarly there is resistance to the new technology and to the inherent changes." To combat these negative ERP after-effects, proactive measures in terms of incentives are required to link the benefits of the company to that of the individual. VS Harish, Dy. GM. SISL suggest that career planning should address the vital question, 'What's in it for me?' He says. "To increase involvement, a thorough knowledge of the benefits accruing to people is essential. If they feel their interests are taken care of, they will willingly accept. Also one the system has been implemented, people should be assured that they will not be jobless." A classic method of generating pull rather than push (to increase involvement in ERP) is based on the concept of a power user i.e., the use of an IT-savvy person who is respected and who needs to be trained. On learning that he will be responsible for training others, he (the power user) will willingly undergo rigorous practice in order to be proficient in that field and to train other efficiently. This also gives the person intellectual satisfaction and he goes on to influence others. This is a softer way to manage change."

The lack of planning too can undermine implementation and regarding the selection of the right team, Pradeep Erinjery Director, Thirdware Solution Limited, goes to say, "A good project manager is essential. He need not necessarily be a bright Techie but he should know to manage people and the changes involved in the implementation process." Before the actual implementation, a lot of groundwork is required and this evaluation reduces implementation time. V S Harish says, "Vendor selection and selection of a proper package are vital. Evaluation regarding the ERP vendor should be based on the fact that he should be financially sound to ensure its survival and the organization and vendor should have synergies and have a common roadmap or vision. In the case of the ERP package, in many cases after implementing it half way through companies realise that the package is not suitable and then abandons it. This is a costly exercise." The main thrust now and in the future lies in creating industry-specific ERP. Many companies apart from manufacturing units are getting into publications. We also now speak in terms of ERP II with additional functionalities, additional modules and additional products like Data Warehousing, Supply Chain Management and Customer Relationship Management. To sum up, Satish Pendse succinctly put it as "ERP" is a journey not a destination."

THIRDWARE TIES UP WITH FOREIGN IT COMPANIES

Thirdware Solution Deutschland GmbH, the German subsidiary of Thirdware Solution India Ltd has formed two marketing joint ventures in Germany and France respectively.

Mr Pradeep Erinjery, director, Thirdware Solution said: "We have formed an alliance in Germany with Kontext E. GmbH and in France our marketing ally is Carturis. As per our agreement, these two foreign companies will sell our products in the French and German market."

To start with, the foreign companies would commence marketing Thirdware's two leading products Mfg/Pro, an ERP solution and Hyperion, a business intelligence solution in the foreign market.

Kontext E, chief executive officer Jens Homann said: "We have had JV activities with Thirdware for over nine months. With the customer relationships that Kontext E. has in the German market and the superior delivery skills we see in Thirdware's offshore team, this alliance will exceed customer expectations."

Mr Erinjery said that the key to these alliances is the onsite offshore model where the work will be done by a mix of Thirdware and alliance partners, while the development and support will come from Thirdware's offshore development centre in Mumbai. Currently, the company is working on few other offshore projects for Ford Japan, he said. Ford India has 20 per cent stake in Thirdware Solution Limited.

In the domestic market the company has implemented its business intelligence solution Hyperion for BSES Ltd and the Reserve Bank of India recently. Mr Erinjery added that Thirdware has recently tied up with domestic pharma company Wockhardt Ltd , to develop a costing application model which has been implemented on a pilot basis.

THIRDWARE COMPLETES FIRST PHASE OF PROJECT FOR BELL CERAMICS

Mumbai-based Thirdware Solution Limited, an e-business solution provider catering to enterprise application solution needs, recently completed the first phase of its ERP implementation project for Bell Ceramics, one of India’s leading tile manufacturers. Says Pradeep Erinjery, chairman, Thirdware Solution Limited, “Bell Ceramics did a study with Universal Consultants, a management consultancy which chalked out the entire IT policy for the former. During the course of this study, the company realised that there was a gap between the time taken to move information and actual action taken on the same. In an effort to tackle this problem, the company decided to implement QAD’s MFG/PRO solution. The first phase consisted of implementing the distribution side of the system, ensuring that the C&F offices, warehouses, marketing offices and corporate offices were connected. We first implemented a pilot at the warehouse and C&F and later extended it to the rest of the company in a phased manner.”

Erinjery points out that for Bell Ceramics, the single most important criterion when implementing MFG/PRO was uniformity whether the same solution could be run at the warehouse, head office and C&F offices. In addition to this, there were other concerns such as scalability, simplicity as to whether the solution could be run using a simple technology such as e-mail and the time taken for implementation. He adds, “We assured them that we could complete the first phase in four months and we delivered on that promise. We were able to get the company’s two warehouses to run the system and also connect the C&Fs to them. We also implemented the payroll and marketing module of MFG/PRO, so that the marketing team has a clear idea of what were the actual sales, budgeted sales and areas which need to be targeted specifically.”

Commenting on the benefits of the system, Erinjery points out that the company has achieved greater data accuracy and consistency of information. Further, it has gone in for a distributed approach, enabling remote locations to operate the system on PCs, with information transmitted to the head office via e-mail. Again since e-mail is used as the medium of transferring information from C&Fs in remote locations, it has helped Bell achieve greater economies of scale.

The company is now in the process of rolling out the solution across other locations and is looking to simplify the solution further.

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.43.73
UK Pound	1	Rs.80.31
Euro	1	Rs.64.61

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	6
PAID-UP CAPITAL	1~10	6
OPERATING SCALE	1~10	6
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	6
--PROFITABILIRY	1~10	6
--LIQUIDITY	1~10	6
--LEVERAGE	1~10	6
--RESERVES	1~10	6
--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	NO
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		54

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.	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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