MIRA INFORM REPORT

Report Date :

06.01.2011

IDENTIFICATION DETAILS

Name :	ANALOG DEVICES INDIA PRIVATE LIMITED
Registered Office :	Unit No.601 and 602, Level 6, Tower – D, RMZ Infinity, No.3, Old Madras Road, Benniganahalli Village, Krishnarajpuram Hobli East Taluk, Bangalore – 560016, Karnataka
Country :	India
Financials (as on) :	31.03.2010
Date of Incorporation :	08.12.1994
Com. Reg. No.:	08-16680
CIN No.: [Company Identification No.]	U85110KA1994PTC016680
TAN No.: [Tax Deduction & Collection Account No.]	BLRA01165D
PAN No.: [Permanent Account No.]	AABCA1873F
Legal Form :	Private Limited Liability Company.
Line of Business :	Subject is engaged in Designing Chips and Developing Softwares.

RATING & COMMENTS

MIRA’s Rating :

Ba (45)

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

Maximum Credit Limit :	USD 700000
Status :	Satisfactory
Payment Behaviour :	Usually Correct
Litigation :	Clear
Comments :	Subject is a well established company having track. Trade relations are reported as fair. Business is active. Payments are reported to be usually correct and as per commitments. The company can be considered normal for 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 – April 1, 2010

Country Name	Previous Rating (31.12.2009)	Current Rating (01.04.2010)
India	A1	A1

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

INFORMATION PARTED BY

Name :	Mr. Clarence Louis
Designation :	Finance Controller
Date :	05.01.2011

LOCATIONS

Registered Office :	Unit No.601 and 602, Level 6, Tower – D, RMZ Infinity, No.3, Old Madras Road, Benniganahalli Village, Krishnarajpuram Hobli East Taluk, Bangalore – 560016, Karnataka, India
Tel. No.:	91-80-43002000
Fax No.:	91-80-43002333
E-Mail :	clarence.louis@analog.com nikhar.gupta@analog.com
Website :	http://www.analog.com
Area :	2000 sq. ft.
Location :	Owned
Corporation Office :	7^th Floor, C and D Corporate Towers, Bangalore – 560008, Karnataka, India
Tel. No.:	91-80-5208090/ 5216532
Fax No.:	91-80-5216452

DIRECTORS

(AS ON 27.08.2010)

Name :	Mr. Kevin Paul Lanouette
Designation :	Director
Address :	# 10 Jennys Hill Road, Windham, New Hampshire USA 03087
Date of Birth/Age :	01.11.1970
Date of Appointment :	25.09.2006
Name :	Mr. Margaret K. Seif
Designation :	Director
Address :	# 63, Mandalay Road, Newton, Massachusetts USA 02459
Date of Birth/Age :	26.03.1961
Date of Appointment :	25.09.2006
Name :	Mr. William Andrew Martin
Designation :	Director
Address :	# 3, Harneden Road, Foxborough, Massachusetts USA 02035
Date of Birth/Age :	19.09.1959
Date of Appointment :	31.03.1996

KEY EXECUTIVES

Name :	Mr. Clarence Louis
Designation :	Finance Controller

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

(AS ON 27.08.2010)

Names of Shareholders	No. of Shares
Analog Devices Holdings BV, Netherlands	299999
Analog Devices BV, Ireland	1
Total	300000

(AS ON 30.09.2010)

Category	Percentage
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 :	Subject is engaged in Designing Chips and Developing Softwares.
Terms :
Selling :	Cash
Purchasing :	Cash

GENERAL INFORMATION

Customers :

End users and OEM’s

No. of Employees :

50 (Approximately)

Bankers :

Not Divulge

Facilities :

Secured Loans	31.03.2010	31.03.2009
	(Rs. In Millions)
Finance Lease Obligation – Assets acquired on finance Lease	10.529	13.573
(secured by underlying assets taken on lease) (Repayable within one year Rs.4.328 Millions)
Total	10.529	13.573

Banking Relations :	--
Auditors :
Name :	Deloitte Haskins and sells Chartered Accountant
Address :	Deloitte Centre Ancharage II, 1001/2, Richmond Road, Bangalore – 560025, Karnataka, India
Tel. No.:
Holding Company :	· Analog Devices Holding BV, Netherlands
Ultimate Holding Company :	· Analog Devices Inc., USA
Associates/Subsidiaries :	· Analog Devices Holdings BV, Netherlands Line of Business: Subject is engaged in Designing Chips and Developing Softwares. · Analog Devices Inc., USA Line of Business: Subject is engaged in Designing Chips and Developing Softwares. · Analog Devices – BV, Ireland · Analog Devices Limited, UK · Analog Devices Gen.Trias, Inc – Philippines · Analog Devices (Shanghai) Company Limited

CAPITAL STRUCTURE

(AS ON 27.08.2010)

Authorised Capital :

No. of Shares	Type	Value	Amount
300000	Equity Share	Rs.10/- each	Rs.3.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
300000	Equity Share	Rs.10/- each	Rs.3.000 Millions

NOTE:

(Of the above 299999 Shares are held by Analog Devices Holdings BV, Netherlands, the Holding Company)

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2010	31.03.2009	31.03.2008
SHAREHOLDERS FUNDS
1] Share Capital		3.000	3.000	3.000
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		175.109	146.438	202.501
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		178.109	149.438	205.501
LOAN FUNDS
1] Secured Loans		10.529	13.573	15.731
2] Unsecured Loans		0.000	0.000	0.000
TOTAL BORROWING		10.529	13.573	15.731
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		188.638	163.011	221.232
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		88.890	107.147	134.217
Capital work-in-progress		6.385	0.798	3.590
INVESTMENT		0.000	0.832	0.834
DEFERREX TAX ASSETS		25.800	22.900	29.567
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	0.000	0.000	0.000
	Sundry Debtors	6.567	68.767	38.870
	Cash & Bank Balances	11.060	15.392	24.915
	Other Current Assets	3.947	1.822	24.545
	Loans & Advances	270.813	213.652	160.905
Total Current Assets		292.387	299.633	249.235
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditor	55.790	29.380	41.386
	Other Current Liabilities	0.048	0.933	0
	Provisions	168.986	237.986	153.825
Total Current Liabilities		224.824	268.299	195.211
Net Current Assets		67.563	31.334	54.024
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		188.638	163.011	222.232

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2010	31.03.2009	31.03.2008
	SALES
		Income	521.660	509.896	612.700
		Other Income	0.476	2.093	0.782
		TOTAL (A)	522.136	511.989	613.482
Less	EXPENSES
		Personnel Expenses	298.593	270.799	315.057
		Operating and Other Expenses	138.103	144.560	173.742
		TOTAL (B)	436.696	415.359	488.799
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		85.440	96.630	124.683
Less	FINANCIAL EXPENSES (D)		4.890	5.601	6.052
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		80.550	91.029	118.631
Less/ Add	DEPRECIATION/ AMORTISATION (F)		38.822	42.309	48.984
	PROFIT BEFORE TAX (E-F) (G)		41.728	48.720	69.647
Less	TAX (H)		13.057	25.109	42.498
	PROFIT AFTER TAX (G-H) (I)		28.671	23.611	27.149
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		140.938	199.501	172.352
Less	APPROPRIATIONS
		Transfer to General Reserve	0.000	2.500	0.000
		Proposed Dividend	0.000	68.100	0.000
		Tax on Dividend	0.000	11.574	0.000
	BALANCE CARRIED TO THE B/S		169.609	140.938	199.501
	EARNINGS IN FOREIGN CURRENCY
		Software Development Services	468.071	454.806	553.676
		Marketing and Sales Support Services	53.589	55.036	59.024
	TOTAL EARNINGS		521.660	509.842	612.700
	IMPORTS
		Capital Goods	18.741	21.688	18.500
	TOTAL IMPORTS		18.741	21.688	18.500
	Earnings Per Share (Rs.)		95.57	78.70	93.87

KEY RATIOS

PARTICULARS		31.03.2010	31.03.2009	31.03.2008
PAT / Total Income	(%)	5.49	4.61	4.43
Net Profit Margin (PBT/Sales)	(%)	7.99	9.55	11.37
Return on Total Assets (PBT/Total Assets}	(%)	10.94	11.99	18.16
Return on Investment (ROI) (PBT/Networth)		0.23	0.33	0.34
Debt Equity Ratio (Total Liability/Networth)		1.32	1.89	1.03
Current Ratio (Current Asset/Current Liability)		1.30	1.12	1.28

LOCAL AGENCY FURTHER INFORMATION

SUNDRY CREDITORS DETAILS:

(Rs. In Millions)

Particulars	31.03.2010	31.03.2009	31.03.2008
Sundry Creditors for Goods, services and Expenses
- Total outstanding Dues of Micro and small enterprises	0.000	0.000	0.000
- Total outstanding dues of creditors other than Micro and small Enterprises	55.790	29.380	39.762
Total	55.790	29.380	39.762

NOTE:

The Registered Office of the company has been shifted from Unit No.601 and 102, RMZ Infinity No.3, Old Madras Road, Benniganahalli Village, Krishnarajpuram Hobli East, Taluk, Bangalore – 560016, Karnataka, India, to the present address w.e.f. 29.10.2010.

CONTINGENT LIABILITIES NOT PROVIDED FOR:

1] Claims against the company not acknowledged as debts –

§ Income Tax Matter Under Appeal – Rs.28.492 Millions out of which Rs.14.000 Millions has been paid under protest and included under Loans and Advances.

§ Demand for ESI for the year 2004-05 – Rs.0.214 Million

2] Bank Guarantee Rs.4.165 Millions.

FIXED ASSETS:

· Leasehold Improvement

· Furniture and Fixture

· Computers

· Plant and Machinery

· Office Equipments

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.45.20
UK Pound	1	Rs.70.27
Euro	1	Rs.59.99

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	5
--PROFITABILIRY	1~10	5
--LIQUIDITY	1~10	5
--LEVERAGE	1~10	5
--RESERVES	1~10	5
--CREDIT LINES	1~10	5
--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		45

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.