MIRA INFORM REPORT

Report Date :

07.11.2011

IDENTIFICATION DETAILS

Name :	OPC ASSET SOLUTIONS PRIVATE LIMITED (w.e.f 16.01.2009)
Formerly Known As :	ONE POINT CONTACT SERVICES PRIVATE LIMITED
Registered Office :	Level 4, MPL Silicon Towers, 23/1, Velachery Tambaram Main Road, Pallikarnai, Chennai-601302, Tamilnadu
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	13.06.2005
Com. Reg. No.:	18-056584
Capital Investment/ Paid-up Capital:	Rs.23.515 millions
CIN No.: [Company Identification No.]	U72900TNPTC056584
TAN No.: [Tax Deduction & Collection Account No.]	CHEO03392E
PAN No.: [Permanent Account No.]	AAACO7555K
Legal Form :	Private Limited Liability Company
Line of Business :	The company is engaged in the business of Asset Life Cycle Management (ALCM) and as part of ALCM acquires and deals in residuary interest in assets rented to the customers by the company.
No. of Employees:	Not Available

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 400000
Status :	Satisfactory
Payment Behaviour :	Usually correct
Litigation :	Clear
Comments :	Subject is a subsidiary of Winvest Holdings (India) Private Limited, India. Subject is an established company having satisfactory track records. The company has improved its performance in the year 2010-2011. Trade relations are reported as fair. Business is active. Payments are reported to be usually correct 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 – 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 :	Level 4, MPL Silicon Towers, 23/1, Velachery Tambaram Main Road, Pallikarnai, Chennai-601302, Tamilnadu, India.
E-Mail :	rvenkat@opc.co.in jaishankar@opc.co.in sampath@opc.co.in
Website :	www.opc.co.in
Corporate Office :	303 A Silver Metropolis, 3rd Floor, Jai Coach Compound, Opposite Bimbisar Nagar, Goregaon (East), Mumbai, Maharashtra - 400063, India.
Tel. No.:	91-22-40750800

DIRECTORS

Name :

Mr. Venkatesan Rajagopalan

Designation :

Whole Time Director

Address :

Flat No.407, 408, 409, 4^th Floor, Samartha Aangan-21, Inderdarshan Complex, Lokhandwala, Andheri (West), Mumbai-400053, Maharashtra, India.

Qualification :

C.A.

Experience :

21 years

Date of Birth/Age :

22.05.1968

Date of Appointment :

07.11.2005

DIN No :

00646225

Other Directorship :

S.No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Date of cessation	Company Status	Defaulting status
1	U72100TN2005PTC057463	Prizm Payment Services Private Limited	Director	########	########	18/04/2008	Active	NO
2	U72900TN2005PTC056584	OPC Asset Solutions Private Limited	Managing director	30/05/2011	########	-	Active	NO
3	U65993TN2008PTC066061	Winvest Holdings (India) Private Limited	Director	14/01/2008	14/01/2008	-	Active	NO

Name :

Mr. Venkatakrishnan Nagarajan

Designation :

Director

Address :

No. 7 (Old No.4), 2^nd Cross street, 1^st Main Road, Indira Nagar, Adyar, Chennai-600020, Tamilnadu, India.

Date of Birth/Age :

23.02.1962

Date of Appointment :

02.05.2008

DIN No :

00042047

Other Directorship :

S.No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Date of cessation	Company Status	Defaulting status
1	U74220TN2001PTC047647	Qadit Systems And Solutions Private Limited	Director	27/08/2001	27/08/2001	-	Active	NO
2	U65110TN1973PLC006435	Bharat Overseas Bank Limited	Director	20/06/2002	20/06/2002	-	Strike off	NO
3	U85110TN2003PTC050563	Utopian Healthcare Private Limited	Director	24/03/2003	24/03/2003	14/08/2010	Active	NO
4	U72900TN2005PTC056584	OPC Asset Solutions Private Limited	Director	30/09/2008	27/05/2008	-	Active	NO
5	U65929TN2009PTC073003	Fingrid Business Solutions Private Limited	Director	24/09/2009	24/09/2009	-	Active	NO

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

(AS ON 29.09.2010)

Names of Shareholders	No. of Shares
Equity Shareholders
Winvest Holdings (India) Private Limited, India.	1598099
Winvest Holdings (India) Private Limited, India	1
Sandeep Divakarn	55000
Venkatesan Rajagopalan	65500
Parag Kapasi	57800
Total	1776400
Preferance Shareholder
Crispat Singapore PTE Limited, Singapore	469700
Total	469700
Grand Total	2246100

Equity Share Breakup

(AS ON 30.09.2010)

Category	Percentage
Bodies corporate	89.96
Directors or relatives of directors	3.69
Other top fifty shareholders	6.35
Total	100.00

BUSINESS DETAILS

Line of Business :

The company is engaged in the business of Asset Life Cycle Management (ALCM) and as part of ALCM acquires and deals in residuary interest in assets rented to the customers by the company.

Products :

• Operating leases
• Structured leases
• Lease lines of credit
• Sale and leasebacks
• Distributed asset flexibility programs
• Swap Plans

Product Description	ITC Code
Asset Life Cycle Management	853

Services :

• Asset planning and strategic advisory services
• Equipment sourcing and procurement assistance
• Physical inventory and auditing
• Onsite moves and redeployment
• Hardware upgrades
• Refurbishment

· Environmentally-friendly computer disposal

GENERAL INFORMATION

No. of Employees :	Not Available
Bankers :	· Indusland Bank Limited, 2401, Gen thimmayya Road, Comtonment, Pune-411001, Maharashtra, India.
Facilities :	--

Financial Institution :	· Reliance Capital Limited, “H” Block, 1^st Floor, Dhirubhai ambani Knowledge City, Koparkhairne, Navi Mumbai – 400710, Maharashtra, India.
Auditors :
Name :	PKF Sridhar and santhanam Chartered Accountant
Address :	98A, IV Floor, Dr. Radhakrishnan Salai, Mylapore, Chennai-600004, Tamilnadu, India.
Tel. No.:	91-22-28478701 / 02 / 03
Fax No.:	91-22-28478705
E-Mail :	ssca@vsnl.com
Income-tax PAN of auditor or auditor’s firm :	AAOFS2783G
Holding Company :	Winvest Holdings Private Limited CIN No : U65993TN2008PTC066061
Fellow Subsidiary :	Prizm Payment Services Private Limited

CAPITAL STRUCTURE

(AS ON 31.03.2011)

Authorised Capital :

No. of Shares	Type	Value	Amount
2000000	Equity Share	Rs.10/- each	Rs.20.000 millions
500000	Preference Share	Rs.10/- each	Rs.5.000 millions
	Total		Rs.25.000 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
1881780	Equity Share [Out of the above 1598100 shares are held by Windwest Holdings (India) Private Limited, the holding company and its nominee]	Rs.10/- each	Rs.18.818 millions
469700	0.001% Convertible Preference Shares [These shares are convertible into equity chares at the end of 9 years from the date of allotment (28.11.2007) as per terms of the agreement.]	Rs.10/- each	Rs.4.697 millions
	Total		Rs.23.515 millions

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		23.515	21.122	20.828
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		92.389	6.100	0.739
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		115.904	27.222	21.567
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	0.090	0.332
TOTAL		115.904	27.312	21.899
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		5.486	8.926	10.287
Capital work-in-progress		0.000	0.000	0.767
INVESTMENT		1009.818	390.848	270.038
DEFERREX TAX ASSETS		1.242	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	0.000	0.000	0.000
	Sundry Debtors	37.651	2.805	10.701
	Cash & Bank Balances	598.264	284.634	132.484
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	325.178	166.138	47.963
Total Current Assets		961.093	453.577	191.148
Less : CURRENT LIABILITIES & PROVISIONS
	Other Current Liabilities	1840.834	826.039	450.341
	Provisions	20.901	0.000	0.000
Total Current Liabilities		1861.735	826.039	450.341
Net Current Assets		(900.642)	(372.462)	(259.193)
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		115.904	27.312	21.899

PROFIT & LOSS ACCOUNT

	PARTICULARS	31.03.2011	31.03.2010	31.03.2009
	TURNOVER	314.112	104.737	63.146
Less	EXPENDITURE (Including Depreciation and Financial charges)	182.836	97.269	59.708
	PROFIT BEFORE TAX	131.275	7.468	3.437
Less	TAX	44.986	2.107	1.631
	PROFIT AFTER TAX	86.289	5.361	1.806
	Earnings Per Share (Rs.)	49.15	3.31	1.13

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	27.47	5.12	2.86
Return on Total Assets (PBT/Total Assets}	(%)	13.58	1.61	1.71
Return on Investment (ROI) (PBT/Networth)		1.13	0.27	0.16
Debt Equity Ratio (Total Liability/Networth)		16.06	30.34	20.88
Current Ratio (Current Asset/Current Liability)		0.52	0.56	0.42

LOCAL AGENCY FURTHER INFORMATION

NOTE:

Registered office of the company is shifted from 45, Veerabhadran Street, Nungabakkam, Chennai-600034, Tamilnadu, India to the present address with effect from 10.12.2008

FINANCIAL RESULTS:

The operations of the Company for the year ended March 31, 2011 has resulted in a profit after tax of Rs.86.289 millions.

PERFORMANCE and PROSPECTS FOR THE CURRENT YEAR

The Company has achieved a profit after tax of Rs. 86.289 millions as a result of higher business volumes. The business of the company has diversified both geographically in India and across various sectors of the Industry. The company has established itself over the years as a pan India Player by maintaining excellent business relationship with various partners and stake holders. The company has robust back office system and best risk management practices to pursue the accelerated growth path charted for ensuing years.

COMPANY BACKGROUND AND OPERATIONS:

Subject (“The Company”) was originally incorporated as One Point Contact Services Private Limited on 13th June, 2005 and the name change was effective from 16th January 2009 with the issue of a fresh Certificate of Incorporation. The Company is a subsidiary of Winvest Holdings India Private Limited.

The Company is engaged in the business of Asset Life Cycle Management (ALCM) and as part of ALCM acquires and deals in residuary interest in assets rented to the customers by the company. As the Company is engaged in the business of ALCM, and has only a residuary interest in assets which is in the nature of investments, it is not entitled to claim depreciation. The company has insurable interest in assets to protect its residuary investment in assets.

The company enters into rental agreements with customers (Renters) who take assets on rent for a mutually agreed period. The renter enjoys quiet possession of the rented asset till the end of the rental period except in the event of a default. The asset is invoiced by the supplier to the company and delivered to the renter.

The receivables under the rental schedule are sold to a funder who makes the payment against the right to receive future rentals. The funder has no recourse to the Company and can only enforce his dues against the renter. The company pays the supplier from the payment received from the funder and deploys its own resources for balance amount to meet the cost of the asset. Customer remits the rentals into an escrow account to the funder. At the end of the rental period, the asset reverts to the Company and it has the right to deal with the assets in any way as it deems fit.

CONTINGENT LIABILITIES

(Rs. in millions)

Particulars	As on 31.03.2011	As on 31.03.2010
Estimated amount of contracts remaining to be executed on capital account and not provided for:	Nil	Nil
Counter guarantees given to be Bank for guarantees issued	0.985	0.985

FORM 8:

Corporate identity number of the company	U72900TN2005PTC056584
Name of the company	OPC ASSET SOLUTIONS PRIVATE LIMITED
Address of the registered office or of the principal place of business in India of the company	Level 4, MPL Silicon Towers, 23/1, Velachery Tambaram Main Road, Pallikarnai, Chennai-601302, Tamilnadu, India Email Id- rvenkat@opc.co.in
This form is for	Creation of charge
Type of charge	Movable Property
Particular of charge holder	Indusind Bank Limited, 2401, Gen Thinnayya Road, Contonment, Pune-411001, Maharashtra, India. Email Id : manish.samant@indusind.com
Nature of instrument creating charge	Sale Of Receivables Agreement dated 11.10.2011 Agreement Of Hypothecation dated 11.10.2011
Date of instrument Creating the charge	11.10.2011
Amount secured by the charge	Rs.12.171 millions
Brief of the principal terms an conditions and extent and operation of the charge	a) Rate of Interest Nil b) Terms of Repayment The company has sold its quarterly rental receivables to Indusland Bank Limited and all Equitable and Beneficial right, Title and Interest on the receivables. An amount of Rs.0.845 millions paid quarterly for 19 quarters. c) Margin Not Applicable d) Extent and operation of the charge Nil
Short Particulars of the property charged	Furniture, Fixture and Office Equipments at various states.

FIXED ASSETS:

Intangible Assets

· Computer

· Office Equipments

· Plant and Machinery

· Furniture and Fittings

· Vehicle

Tangible Assets

· 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] 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.49.08
UK Pound	1	Rs.78.65
Euro	1	Rs.67.79

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	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		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.