MIRA INFORM REPORT

Report Date :

05.06.2008

IDENTIFICATION DETAILS

Name :	WIPRO GE HEALTHCARE PRIVATE LIMITED
Formerly Known As :	WIPRO GE MEDICAL SYSTEMS PRIVATE LIMITED
Registered Office :	A1, Golden Enclave Airport Road, Bangalore – 560017, Karnataka
Country :	India
Financials (as on) :	31.03.2007
Date of Incorporation :	14.03.1990
Com. Reg. No.:	08-016063
CIN No.: [Company Identification No.]	U33111KA1990PTC016063
TAN No.: [Tax Deduction & Collection Account No.]	BLRW00054F
PAN No.: [Permanent Account No.]	AAACW1685J
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturer of Medical Instruments, Medical Systems and Equipments

RATING & COMMENTS

MIRA’s Rating :

Aa

RATING		STATUS	PROPOSED CREDIT LINE
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

Maximum Credit Limit :	USD 8400000
Status :	Excellent
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a joint venture between Wipro Limited, India and General Electric Company, USA. Available information indicates high financial responsibility of the company. Trade relations are fair. General financial position is satisfactory. Fundamentals are strong and healthy. Payments are reported as usually correct and as per commitments. The company can be considered good for any normal business dealings. It can be regarded as a promising business partner in a medium to long run.

LOCATIONS

Registered Office/Factory :	A1, Golden Enclave Airport Road, Bangalore – 560017, Karnataka, India
Tel. No.:	91-80-25263121/ 28452933/ 28452925/ 28452926
Fax No.:	91-80-25263520/ 28452924
E-Mail :	nandakumar.sreedharan@ge.com
Website :	http://www.wiproge.com

DIRECTORS

Name :	Mr. Salil Kumar
Designation :	Director
Address :	Flat 402, Aakrithi Apartment, 1^st Main, 1^st Block, HAL III Stage, Indiranagar, Bangalore 560075, Karnataka, India
Name :	Mr. Mark Lawrence Vachon
Designation :	Director
Address :	GE Medical Systems, 3000, N. Grandview, Waukesha, WI 53188
Date of Birth/Age :	12.12.1959
Date of Appointment :	05.05.2004
Name :	Mr. Reinaldo A. Garcia
Designation :	Director
Address :	26, Ave Foch, Paris, France
Date of Appointment :	21.03.2006
Date of Birth/ Age :	12.12.1959
Name :	Mr. Anurag Behar
Designation :	Director
Address :	F-2, Plot 158, Salarpuria Residency, Defence Colony, Bangalore 560038
Date of Birth/ Age :	09.09.1968
Date of Appointment :	22.10.2003
Name :	Mr. Michael John Barber
Designation :	Director
Address :	5400 W, River Trail, Mequon, United States of America
Date of Birth/Age :	16.09.1960
Date of Appointment :	21.12.2005
Name :	Mr. Azim Hasham Premji
Designation :	Director
Address :	136/1, Doddakannalli Village, Sarjapur Road, Bangalore 560036, Karnataka, India
Date of Birth/Age :	24.07.1945
Date of Appointment :	30.03.1990
Name :	Mr. Suresh Senapaty
Designation :	Director
Address :	301, Bridge Lavelle, Next to Casa Lavelle, Bangalore 560001, Karnataka, India
Date of Birth/Age :	03.03.1957
Date of Appointment :	25.01.1995
Name :	Mr. Pratik Kumar
Designation :	Director
Address :	212, Embassy, 3^rd Block, Koramangala, Bangalore 560039, Karnataka, India
Date of Birth/Age :	23.10.1965
Date of Appointment :	02.05.2002
Name :	Mr. Ishrak Syed
Designation :	Director
Address :	8035, Beach Drive, Foxpoint Wisconsin, USA
Date of Birth/Age :	28.10.1955
Date of Appointment :	14.02.2003
Name :	Mr. Annaswamy Shanker
Designation :	Director
Address :	No. 4, Industrial area, Bangalore 560067, Karnataka, India
Date of Birth/Age :	01.08.1955
Date of Appointment :	02.05.2002
Name :	Mr. Rakesh Bhardwaj
Designation :	Director
Address :	204, Chinar Mansion, 3^rd Main Road, Defence Colony, Bangalore 560038, Karnataka, India
Date of Birth/Age :	24.11.1970
Date of Appointment :	07.04.2004
Name :	Mr. Buhler John
Designation :	Director
Address :	4, Panchsheel Marg, New Delhi 110021, India
Date of Birth/Age :	22.11.1960
Date of Appointment :	23.02.2004
Name :	Mr. V. Raja
Designation :	Director
Address :	Flat 402, Aakrithi Apartment, Indiranagar, Bangalore 560075, Karnataka, India
Date of Birth/Age :	08.12.1956
Date of Appointment :	14.07.2004
Name :	Mr. Dinesh Lodha
Designation :	Director
Date of Birth/Age :	25.12.1971
Date of Appointment :	13.09.2004
Name :	Mr. Steve Bolze
Designation :	Director
Date of Birth/Age :	13.04.1963
Date of Appointment :	01.09.2004
Name :	Mr. Viegas Dominic
Designation :	Director
Date of Birth/Age :	02.06.1955
Date of Appointment :	22.06.2007
Name :	Mr. Fran Schules
Designation :	Director
Date of Birth/Age :	20.12.1961
Date of Appointment :	07.03.2005
Name :	Mr. Madhusudan Rao
Designation :	Director
Date of Birth/Age :	01.11.1956
Date of Appointment :	20.04.2005
Name :	Mr. G R Arun Kumar
Designation :	Director
Date of Birth/Age :	29.06.1971
Date of Appointment :	26.09.2007

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

[As on 21.06.2005]

Names of Shareholders	No. of Shares
Wipro Limited	4900000
General Electric	5100000
Total	10000000

[As on 31.03.2007]

Equity Share Break-up	Percentage
Foreign Holdings	51.00
Bodies Corporate	49.00
Total	100.00

BUSINESS DETAILS

Line of Business :

Manufacturer of Medical Instruments, Medical Systems and Equipments

GENERAL INFORMATION

Suppliers :	· Chayagraphics India Private Limited · Consul Consolidated Private Limited · Frontie Business Systems Private Limited · Image Lables Private Limited · Print Access Private Limited
Bankers :	CITI Bank N.A. Bangalore

Banking Relations :	Good
Auditors :
Name :	BSR and Company Chartered Accountants
Address :	Maruthi Infotech Centre, 11-12/1, Inner Ring Road, Koramangala, Bangalore 560071, Karnataka, India
Tel No.:	91-80-39806000
Fax No.:	91-80-39806999

CAPITAL STRUCTURE

Authorised Capital :

No. of Shares	Type	Value	Amount
10000000	Equity Shares	Rs. 10/- each	Rs. 100.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
10000000	Equity Shares	Rs. 10/- each	Rs. 100.000 Millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2007	31.03.2006	31.03.2005
SHAREHOLDERS FUNDS
1] Share Capital		100.000	100.000	100.000
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		2014.489	1424.647	937.626
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		2114.489	1524.647	1037.626
LOAN FUNDS
1] Secured Loans		121.652	104.595	67.218
2] Unsecured Loans		0.000	0.000	0.000
TOTAL BORROWING		121.652	104.595	67.218
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		2236.141	1629.242	1104.844
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		676.986	698.547	747.234
Capital work-in-progress		0.000	9.430	4.399
INVESTMENT		0.211	0.211	0.211
DEFERREX TAX ASSETS		180.000	270.000	345.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	957.500	899.909	775.446
	Sundry Debtors	2701.189	1176.661	295.896
	Cash & Bank Balances	510.534	970.815	903.708
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	1488.995	1237.064	483.359
Total Current Assets		5658.218	4284.449	2458.409
Less : CURRENT LIABILITIES & PROVISIONS
	Current Liabilities	3868.024	3337.915	2254.263
	Provisions	411.250	295.480	196.146
Total Current Liabilities		4279.274	3633.395	2450.409
Net Current Assets		1378.944	651.054	8.000
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		2236.141	1629.242	1104.844

PROFIT & LOSS ACCOUNT

PARTICULARS		31.03.2007	31.03.2006	31.03.2005
Sales Turnover		10843.511	9255.010	8088.999
Other Income		272.711	202.324	265.983
Total Income		11116.222	9457.334	8354.982
Profit/(Loss) Before Tax		683.706	589.668	323.840
Provision for Taxation		95.489	102.799	66.316
Profit/(Loss) After Tax		588.217	486.869	257.524
Earnings in Foreign Currency :
	Export Earnings	3816.389	4265.386	3618.726
	Commission Earnings	147.037	64.251	53.808
	Other Earnings	562.838	521.060	519.242
Total Earnings		4526.264	4850.697	4191.776
Imports :
	Raw Materials	1946.614	2012.909	1806.881
	Stores & Spares	3455.841	2895.124	2504.077
	Capital Goods	78.203	33.988	67.740
	Others	0.000	0.000	0.000
Total Imports		5480.658	4942.021	4378.698
Expenditures :
	Financial Charges	213.874	133.848	89.314
	Depreciation & Amortization	189.887	183.036	170.061
	Other Expenditure	10028.755	8550.782	7771.767
Total Expenditure		10432.516	8867.666	8031.142

KEY RATIOS

PARTICULARS		31.03.2007	31.03.2006	31.03.2005
PAT / Total Income	(%)	5.29	5.15	3.08
Net Profit Margin (PBT/Sales)	(%)	6.30	6.37	4.00
Return on Total Assets (PBT/Total Assets}	(%)	10.79	11.83	9.92
Return on Investment (ROI) (PBT/Networth)		0.32	0.39	0.31
Debt Equity Ratio (Total Liability/Networth)		2.08	2.45	2.42
Current Ratio (Current Asset/Current Liability)		1.32	1.17	1.00

LOCAL AGENCY FURTHER INFORMATION

Note:

The SC is a joint venture between General Electric Company, USA and Wipro Limited. The SC was incorporated in 1991 as Wipro GE Medical Systems Private Limited with Wipro and GE initially holding 50% each of the totals paid – up equity. In 1993 GE increased its shareholding in the company to 51%.

In 2006 the name of the SC was changed to its present name i.e. Wipro GE Healthcare Private Limited.

Form 8

Name of the company	WIPRO GE MEDICAL SYSTEMS PRIVATE LIMITED
Presented By	Mr. S. C. Senapaty
1) Date and description of instrument creating the change	Goods security agreement dated 08.04.2002 between the Company and Citi Bank N.A. Bangalore for Rs. 80.000 Millions
2) Amount secured by the charge/amount owing on the securities of charge	Rs. 80.000 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	All present and future goods, merchandise, products and/or materials now or hereafter stored or lying at the godown at Alembic Glass Industries Compound, Near Railway Station, Whitefield, Bangalore 67 and No. 75 Prashant Extension, Hope Farm Whitefield, Bangalore 66 and all book debts, present and future as contained in the agreement.
4) Gist of the terms and conditions and extent and operation of the charge.	Amount including interest is repayable on demand
5) Name and Address and description of the person entitled to the charge.	Citi Bank N.A. Bangalore
6) Date and brief description of instrument modifying the charge	NA
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.	NA

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. 42.63
UK Pound	1	Rs. 83.40
Euro	1	Rs. 65.80

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	9
PAID-UP CAPITAL	1~10	9
OPERATING SCALE	1~10	9
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	10
--PROFITABILIRY	1~10	8
--LIQUIDITY	1~10	9
--LEVERAGE	1~10	9
--RESERVES	1~10	9
--CREDIT LINES	1~10	9
--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	YES
--EXPORT ACTIVITIES	YES/NO	YES
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		81

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

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions