MIRA INFORM REPORT

Report Date :

06.01.2011

IDENTIFICATION DETAILS

Name :	PTC SOFTWARE (INDIA) PRIVATE LIMITED
Formerly Known As :	COMPUTERVISION RESEARCH DEVELOPMENT (INDIA) PRIVATE LIMITED
Registered Office :	Survey No. 15, Marisoft 2, 7 Vadagaon Sheri, Kalyaninagar, Pune - 411014, Maharashtra
Country :	India
Financials (as on) :	31.03.2010
Date of Incorporation :	30.09.1993
Com. Reg. No.:	11-74267
CIN No.: [Company Identification No.]	U30007MH1993PTC074267
TAN No.: [Tax Deduction & Collection Account No.]	PNEP07414B PNEC00685G
PAN No.: [Permanent Account No.]	AABCC1268J
Legal Form :	Private Limited Liability Company
Line of Business :	The Company is engaged in Software Development Services and Technical Support Services to PTC, USA.

RATING & COMMENTS

MIRA’s Rating :

Ba (54)

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

Maximum Credit Limit :	USD 3800000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a well established and reputed company having fine track. Trade relations are reported as fair. Business is active. General financial position is satisfactory. Payments are reported to be usually correct and as per commitments.

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 DECLINED BY

Name :	Mr. Anil Sharma
Designation :	Accounts Department
Date :	05.01.2011

LOCATIONS

Registered Office / Factory :	Survey No. 15, Marisoft 2, 7 Vadagaon Sheri, Kalyaninagar, Pune - 411014, Maharashtra, India
Tel. No.:	91-20-66053000
Fax No.:	91-20-66063008
E-Mail :	ptcindia_wc@ptc.com sanasing@ptc.com
Website :	www.ptc.com
Location :	Owned
Head Office :	140, Kendrick Street, Needham, MA 02494, USA
Tel. No.:	781-370-5000 / 370-6000
Fax No.:	781-370-6000

DIRECTORS

As on 29.09.2010

Name :	Mr. Ashutosh S Parasnis
Designation :	Managing Director
Address :	A 7, Ivy Gleh Marigold, Kalyani Nagar, Pune, Maharashtra, India
Date of Birth/Age :	12.12.1956
Date of Appointment :	01.01.2003
Name :	Mr. Aaron Cherles Von Staats
Designation :	Director
Address :	2 Gusset Road, Wehham, MA – 01984 USA
Date of Birth/Age :	17.12.1965
Date of Appointment :	30.09.2002
Name :	Mr. Vispi B Patel
Designation :	Director
Address :	16, Mody Colony Synagogue, Pune, Maharashtra, India
Date of Birth/Age :	03.12.1960
Date of Appointment :	29.09.2006
Name :	Mr. Stephen Gearald Bouchard
Designation :	Director
Address :	15, Still Brook Lane, Mansfield-02048
Date of Birth/Age :	23.11.1968
Date of Appointment :	03.12.2009
Name :	Mr. Paul R Mckelvey
Designation :	Director
Address :	30 Planting Field Road, Medfield, MA – 02052, USA
Date of Birth/Age :	18.04.1952
Date of Appointment :	03.03.2006
Date of Ceasing:	03.12.2009
Other Directorship Held :	Parametic Technology India Private Limited (CIN No. U72200DL1994PTC060773)

KEY EXECUTIVES

Name :	Mr. Anil Sharma
Designation :	Accounts Department
Name :	Mr. Srinivasa Rao
Designation :	Secretary
Address :	A 6/11, Sarith Mangalya ganeshmala, Pune, Maharashtra, India
Date of Birth/Age :	02.06.1972
Date of Appointment :	04.04.2004

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 29.09.2010

Names of Shareholders	No. of Shares
C V Holdings (Mauritius) Limited, Mauritius	2393940
Computervission LLC, Mauritius	02
Total	2393942

Equity Share Breakup (Percentage of Total Equity)

As on 30.09.2010

Category	Percentage of Holding
Foreign holdings( Foreign institutional investor(s), Foreign companie(s) Foreign financial institution(s), Non-resident Indian(s) or Overseas Corporate bodies or Others	100.00
Total	100.00

BUSINESS DETAILS

Line of Business :	The Company is engaged in Software Development Services and Technical Support Services to PTC, USA.
Product/ Services:	Software

GENERAL INFORMATION

No. of Employees :	Approximately 1200 (in Office_
Bankers :	ICICI Bank Limited, Band Garden, Pune, Maharashtra, India

Banking Relations :	--
Auditors :
Name :	Price Waterhouse Chartered Accountant
Address :	252, Veersavarkar Marg, Shivaji Park, Dadar, Mumbai – 400028, Maharashtra, India
Ultimate Holding Company :	Parametric Technology Corporation, USA (PTC, USA)
Holding Company	C V Holdings (Mauritius) Limited (CV)
Associates/Subsidiaries :	Parametric Technology Private Limited Address: Bangalore, Karnataka, India Line of Business: Software Development

CAPITAL STRUCTURE

As on 31.03.2010

Authorised Capital :

No. of Shares	Type	Value	Amount
4000000	Equity Shares	Rs. 10 /- each	Rs. 40.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
2393942	Equity Shares	Rs. 10 /- each	Rs. 23.939 Millions

Note:

• Of the above 2393940 shares are held by CV Holdings (Mauritius) Limited, the holding company.
• Ultimate holding company is Parametric Technology Corporation, USA

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		23.939	23.939	23.939
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		943.314	789.561	608.187
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		967.253	813.500	632.126
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		967.253	813.500	632.126
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		204.293	205.067	180.019
Capital work-in-progress		15.994	0.019	0.710
INVESTMENT		0.000	0.000	0.000
DEFERREX TAX ASSETS		72.311	57.263	44.863
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	0.000	0.000	0.000
	Sundry Debtors	239.621	322.854	328.517
	Cash & Bank Balances	547.047	333.793	187.231
	Other Current Assets	2.464	4.982	1.817
	Loans & Advances	140.333	114.682	67.372
Total Current Assets		929.465	776.311	584.937
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	28.060	44.990	19.153
	Other Current Liabilities	22.894	20.917	20.034
	Provisions	203.856	159.253	139.216
Total Current Liabilities		254.810	225.160	178.403
Net Current Assets		674.655	551.151	406.534
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		967.253	813.500	632.126

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2010	31.03.2009	31.03.2008
	SALES
		Income (Revenue)	1548.760	1378..430	1233.150
		Other Income	21.310	70.305	6.795
		TOTAL	1570.070	1448.735	1239.945
Less	EXPENSES
		Office Expenses
		Administrative Expenses	1345.862	1177.855	1079.602
		Advertising Expenses
		TOTAL	1345.862	1177.855	1079.602
	PROFIT BEFORE TAX		224.208	270.880	160.343
Less	TAX		70.455	89.506	56.189
	PROFIT AFTER TAX		153.753	181.374	104.154
	EARNINGS IN FOREIGN CURRENCY
		Export Earnings	1548.759	1378.433	1233.156
	TOTAL EARNINGS		1548.759	1378.433	1233.156
	IMPORTS
		Capital Goods	102.989	125.409	66.747
	TOTAL IMPORTS		102.989	125.409	66.747
	Earnings Per Share (Rs.)		64.23	75.76	43.51

KEY RATIOS

PARTICULARS		31.03.2010	31.03.2009	31.03.2008
PAT / Total Income	(%)	9.79	12.52	8.40
Net Profit Margin (PBT/Sales)	(%)	14.48	19.65	13.00
Return on Total Assets (PBT/Total Assets}	(%)	19.78	27.60	20.96
Return on Investment (ROI) (PBT/Networth)		0.23	0.33	0.25
Debt Equity Ratio (Total Liability/Networth)		0.26	0.28	0.28
Current Ratio (Current Asset/Current Liability)		3.65	3.45	3.28

LOCAL AGENCY FURTHER INFORMATION

SUNDRY CREDITORS DETAILS:

Particulars	31.03.2010 Rs. In Millions	31.03.2009 Rs. in Millions	31.03.2008 Rs. in Millions
Sundry Creditors other than micro enterprises and small enterprises	28.060	44.990	19.153
Total	28.060	44.990	19.153

BACKGROUND:

Subject was incorporated under The Companies Act, 1956, on September 30, 1993. The Company is a wholly owned subsidiary of CV Holdings (Mauritius) Limited. The Company’s ultimate holding Company is Parametric Technology Corporation, USA (‘PTC, USA’), a company incorporated in the State of Massachusetts, USA.

The Company is engaged in:

a) Design and development of software for PTC, USA.

and

b) Technical Support services to PTC, USA.

Both units of the Company are 100 per cent export oriented units under the ‘Software Technology Park Scheme’ of the Department of Electronics, Government of India.

The Company has entered into a Software Development Services Agreement and a Technical Support Services Agreement (‘Agreements’) with PTC, USA to provide the services mentioned above.

PERFORMANCE:

During the year the performance of the Company continued to be satisfactory as reflected in the company’s audited accounts for the year ended as on March 31, 2010. The total revenue of the Company for the current year was INR 137843.000 millions and increased by approximately 12% as compared with the revenues for the previous year.

Overall reserves and surplus of the company improved at the end of the year as reflected in the credit balance of about INR 943.310 million as compared with the balance of about INR 789.560 million at the end of the previous year on March 31, 2010

The performance of both divisions of the company during first five months of the current year continues to be satisfactory and your directors are hopeful of better performance during the year 2010-11

SHARE CAPITAL:

The authorized share capital of the Company continues to be INR 400 million comprising of 4,000,000 (Four million) equity shares of INR 10/- each. The issued, subscribed and paid up capital of the Company on the date of this report stood at INR 23.939 Millions. The entire paid up capital is held by two bodies corporate incorporated outside India viz. C.V. Holdings (Mauritius) Limited and Computervision LLC (formerly known as Computervision Corporation, U.S.A.)

During the year, there is no change in the capital structure of the Company.

CONTINGENT LIABILITIES

Claims against the company not acknowledged as debts in respect of income tax matters Rs. 52.275 Millions (Previous year Rs. 52.275 Millions).

During the year, the company has received a draft assessment order under Section 144C of the Income Tax Act, 1961 prososing to enhance the total income by Rs. 60.0671 Millions (excluding interest if applicable) with respect to transfer pricing adjustment. This matter is pending with the Dispute Resolution Panel.

The timing ands amount of ultimate liability and cash flows, if any, that may arise form the above matters, will be determined on settlement of the cases.

FIXED ASSETS:

• Plant and Machinery
• Office Equipment
• Furniture and Fixtures
• Leasehold Improvements
• Computer Software

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	6
OPERATING SCALE	1~10	6
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	8
--PROFITABILIRY	1~10	5
--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	NO
--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		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	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.