MIRA INFORM REPORT

Report Date :

20.12.2011

IDENTIFICATION DETAILS

Name :	HSBC ELECTRONIC DATA PROCESSING INDIA PRIVATE LIMITED
Registered Office :	HSBC House, Plot No. 8, Survey No. 64 (Part), Hitec City Layout, Madhapur, Hyderabad – 500 081, Andhra Pradesh
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	14.03.2000
Com. Reg. No.:	01-33858
Capital Investment / Paid-up Capital :	Rs.3457.964 millions
CIN No.: [Company Identification No.]	U72200AP2000PTC033858
TAN No.: [Tax Deduction & Collection Account No.]	HYDH00569C
Legal Form :	Private Limited Liability Company
Line of Business :	Electronic Data Processors.
No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

A (62)

RATING		STATUS	PROPOSED CREDIT LINE
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

Maximum Credit Limit :	USD 67000000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a well established and reputed having good track. It is a part of HSBC Banking Group. Financial position of the company is good. Trade relations are reported as fair. Business is active. Payments are reported to be regular and as per commitments. The company can be considered good for normal business dealings at usual trade terms and conditions.

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

ECGC Country Risk Classification List – September 30, 2011

Country Name	Previous Rating (30.06.2011)	Current Rating (30.09.2011)
India	A1	A1

Risk Category	ECGC Classification
Insignificant	A1
Low	A2
Moderate	B1
High	B2
Very High	C1
Restricted	C2
Off-credit	D

LOCATIONS

Registered Office :	HSBC House, Plot No. 8, Survey No. 64 (Part), Hitec City Layout, Madhapur, Hyderabad – 500 081, Andhra Pradesh, India
Tel. No.:	91-40-39802000
Fax No.:	Not Available
E-Mail :	rajeshgangaputra@hsbc.co.in radhakrishna@hsbc.co.in

DIRECTORS

As on 15.09.2010

Name :	Mr. Deepak Mangla
Designation :	Managing Director
Address :	613, Teja Block, My Home Navadweepa, Hitec City, Madhapur, Hyderabad – 500 081, Andhra Pradesh, India
Date of Birth/Age :	28.10.1965
Date of Appointment :	10.12.2007 22.03.2010 (as Managing Director)
DIN No.:	02054545

Other Directorship

S.No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Company Status	Defaulting status
1	U72200AP2000PTC033858	HSBC Electronic Data Processing India Private Limited	Managing director	22-03-10	10-12-07	Active	NO
2	U72900MH2000PTC124073	J. P. Morgan Services India Private Limited	Additional director	05-10-11	05-10-11	Active	NO

Name :	Mr. David Allen Grimme
Designation :	Director
Address :	85, Kiara Hill, Taman Sri Hartamas, Kuala Lumpur – 50480
Date of Birth/Age :	05.07.1967
Date of Appointment :	16.03.2009
DIN No.:	02639732

Other Directorship

S.No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Company Status	Defaulting status
1	U72200AP2000PTC033858	HSBC Electronic Data Processing India Private Limited	Director	10-08-09	16-03-09	Active	NO
2	U66030MH2001PTC130529	HSBC Operations and Processing Enterprise (India) Private Limited	Director	28-09-09	24-03-09	Active	NO

Name :	Vidya Balasubramanian
Designation :	Director
Address :	15-B, Railway Colony, III Street, Aminjikarai, Off Nelson Manickam Road, Nungambakam, Chennai – 600 029, Tamilnadu, India
Date of Birth/Age :	26.07.1967
Date of Appointment :	10.12.2007
DIN No.:	01979372

Other Directorship

S.No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Company Status	Defaulting status
1	U72200AP2000PTC033858	HSBC Electronic Data Processing India Private Limited	Director	30-09-08	10-12-07	Active	NO

KEY EXECUTIVES

Name :	Mr. Rajesh Gangaputra
Designation :	Company Secretary
Address :	206, Arvind Vihar Apartments, Arvind Nagar Colony, Gagan Mahal – 500 029, Hyderabad, India
Date of Birth/Age :	28.11.1974
Date of Appointment :	01.08.2006
PAN No.:	AEDPG3688P

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 15.09.2010

Names of Shareholders	No. of Shares
HSBC Holdings BV, UK	34579634
HSBC Group Nominees UK Limited, UK	8
Total	34579642

As on 15.09.2010

Equity Share Breakup	Percentage of Holding
Category
Foreign holdings [Foreign institutional investors, Foreign Companies, Foreign Financial Institutions, Non-resident Indian or Overseas corporate bodies or others]	100.00
Total	100.00

BUSINESS DETAILS

Line of Business :

Electronic Data Processors.

GENERAL INFORMATION

No. of Employees :	Not Available
Bankers :	· Hong Kong and Shanghai Banking Corporation, Hyderabad, Andhra Pradesh · Hong Kong and Shanghai Banking Corporation, Bangalore, Karnataka

Banking Relations :	--
Auditors :
Name :	BSR and Company Chartered Accountants
Address :	8-2-618/2, Reliance Humsafar, IV Floor, Road No. 11, Banjara Hills, Hyderabad – 500 034, Andhra Pradesh, India
PAN No.:	AAAFB9852F
Ultimate Holding Company :	HSBC Holdings Plc., UK
Immediate Holding Company :	HSBC Holdings BV Netherlands, UK
Other Related Parties (Fellow Subsidiaries) :	· The Hong Kong and Shanghai Banking Corporation Limited, Hongkong, India Branch · HSBC Electronic Data Processing Lanka Private Limited, Sri Lanka · HSBC Electronic Data Processing (Guangdong) Limited, The People Republic of China · HSBC Electronic Data Processing Philippines Private Limited, Philippines · HSBC Professional Services India Private Limited, India · HSBC Software Development India Private Limited, India · HSBC Operation Processing (India) Enterprise Private Limited, India · HSBC Asset Management India Private Limited · HSBC Global Resourcing U.K. Limited, U.K. · HSBC Bank Malta Plc · HSBC Bank Plc · HSBC Bank USA · HSBC Finance Transformation UK Limited · HSBC Global Resourcing UK Limited (Malaysia Branch) · HSBC Holdings Plc HGHQ · The Hong Kong and Shanghai Banking Corporation Limited, Hongkong · HSBC Technology and Services (USA) Inc. · HSBC Bank Middle East Limited · HSBC Electronic Data Service Delivery (Egypt) S.A.E. · HSBC Service Delivery (Polska) Sp.z.o · HSBC Bank Malaysia Sdn, Bhd. · HSBC Securities (Japan) Limited · HSBC Invest Direct Securities India Limited · The Hong Kong and Shanghai Banking Corporation Limited, Singapore

CAPITAL STRUCTURE

As on 31.03.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
45000000	Equity Shares	Rs.100/- each	Rs.4500.000 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
34579642	Equity Shares	Rs.100/- each	Rs.3457.964 millions

Of the above, 34,579,634 equity shares of Rs.100 each are held by HSBC Holdings BV Netherlands, UK, the holding Company, and the remaining 8 equity shares are held by HSBC Group Nominees UK Limited, UK.

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2011	31.03.2010	31.03.2009
SHAREHOLDERS FUNDS
1] Share Capital		3457.964	3457.964	3072.250
2] Share Application Money		0.000	0.000	486.000
3] Reserves & Surplus		13216.404	9065.542	4445.534
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		16674.368	12523.506	8003.784
LOAN FUNDS
1] Secured Loans		0.000	0.000	0.000
2] Unsecured Loans		0.000	0.000	0.000
TOTAL BORROWING		0.000	0.000	0.000
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		16674.368	12523.506	8003.784
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		1875.692	2109.423	2815.539
Capital work-in-progress		82.754	136.874	7.452
INVESTMENT		1.774	0.000	0.000
DEFERREX TAX ASSETS		534.772	442.346	268.943
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	0.000	0.000	0.000
	Sundry Debtors	5081.550	3339.403	4755.222
	Cash & Bank Balances	7145.689	5648.760	2527.386
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	6918.968	4964.567	2661.057
Total Current Assets		19146.207	13952.730	9943.665
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	82.946	81.753	283.471
	Other Current Liabilities	2628.919	2718.364	2384.038
	Provisions	2254.966	1317.750	2364.306
Total Current Liabilities		4966.831	4117.867	5031.815
Net Current Assets		14179.376	9834.863	4911.850
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		16674.368	12523.506	8003.784

PROFIT & LOSS ACCOUNT

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
SALES
	Income from Processing	17911.320	18225.360	16642.280
	Income from Project Management Services	20.390	15.580	17.040
	Other Income	891.800	748.910	43.440
	TOTAL	18823.510	18989.850	16702.760
EXPENSES
	Office Expenses	13804.900	13648.500	13401.400
	Administrative Expenses
	Advertising Expenses
	TOTAL	13804.900	13648.500	13401.400
PROFIT/(LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION		5018.610	5341.350	3301.360
DEPRECIATION/ AMORTISATION		831.270	1023.630	967.970
PROFIT/(LOSS) BEFORE TAX		4187.340	4317.720	2333.390
TAX		31.680	(129.750)	(40.940)
PROFIT/(LOSS) AFTER TAX		4155.660	4447.470	2374.330
PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		8143.300	3695.820	3356.120
Transfer to General Reserve		0.000	0.000	237.430
BALANCE CARRIED TO THE B/S		12298.950	8134.300	5730.450
EARNINGS IN FOREIGN CURRENCY
	Income from back office services	NA	17933.307	16496.062
	Income from project management services	NA	15.581	17.044
TOTAL EARNINGS		NA	17948.888	16513.106
IMPORTS
	Capital Goods	NA	397.800	317.043
TOTAL IMPORTS		NA	397.800	317.043
Earnings Per Share (Rs.)		120.18	129.13	77.28

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	22.08	23.42	14.22
Net Profit Margin (PBT/Sales)	(%)	23.35	23.67	14.01
Return on Total Assets (PBT/Total Assets}	(%)	19.92	26.88	18.29
Return on Investment (ROI) (PBT/Networth)		0.25	0.34	0.29
Debt Equity Ratio (Total Liability/Networth)		0.30	0.33	0.63
Current Ratio (Current Asset/Current Liability)		3.86	3.39	1.98

LOCAL AGENCY FURTHER INFORMATION

REVIEW OF PERFORMANCE AND BUSINESS PROSPECTS

During the year our FTE was decreased from 17668 to 17650. The Company achieved a processing income of Rs.17911.320 millions as compared to Rs.18225.360 millions in the previous year. Net profit has decreased from Rs.4447.470 millions to Rs.4155.660 millions after providing for a depreciation to the tune of Rs.831.270 millions.

The Company has not accepted any Fixed Deposits and as such no amount of principal or Interest was outstanding as of the Balance Sheet date.

CONTINGENT LIABILITIES

Particulars	As on 31.03.2011 Rs. in millions
i) Commitments / contingent liabilities:
a) Guarantees and Letters of credit issued by banks	72.139
b) Bonds executed with the government of India on duty free import of computers	166.186
ii) Claims against the Company not acknowledged as debts in respect of:
a) Income tax matters, pending decisions on various appeals made by the Company (amounts paid under protest Rs.651.421 millions	1701.369
b) Claim of custom duty on goods destroyed by fire, appeal is pending before higher authorities.	1.586
iii) Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances)	329.148

FIXED ASSETS

· Land

· Leasehold Improvements

· Computers

· Air Conditioners

· Furniture and Fixtures

· Office Equipments

· Electrical equipments

· Telecom Equipments

· Vehicles

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.52.95
UK Pound	1	Rs.82.04
Euro	1	Rs.68.91

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	6
PAID-UP CAPITAL	1~10	7
OPERATING SCALE	1~10	7
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	8
--PROFITABILIRY	1~10	6
--LIQUIDITY	1~10	7
--LEVERAGE	1~10	7
--RESERVES	1~10	7
--CREDIT LINES	1~10	7
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	NO
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		62

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	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
-	NB	New Business	-

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

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.