MIRA INFORM REPORT

Report Date :

28.11.2011

IDENTIFICATION DETAILS

Name :	ADITYA BIRLA MINACS WORLDWIDE LIMITED (w.e.f. 20.08.2007)
Formerly Known as :	TRANSWORKS INFORMATION SERVICES LIMITED
Registered Office :	3^rd Floor, Millennium Towers, ITPL Road, Brookefields, Bangalore – 560037, Karnataka
Country :	India
Financials (as on) :	31.03.2010
Date of Incorporation :	09.03.1995
Com. Reg. No.:	08-052040
Capital Investment / Paid-up Capital :	Rs.23.492 Millions
CIN No.: [Company Identification No.]	U99999KA1995PLC052040
Legal Form :	A Closely Held Public Limited Liability Company
Line of Business :	Subject provides a variety of Business Process Outsourcing Services.
No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

B (36)

RATING		STATUS	PROPOSED CREDIT LINE
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small

Maximum Credit Limit :	USD 9090000
Status :	Moderate
Payment Behaviour :	Usually correct
Litigation :	Clear
Comments :	Subject is a subsidiary of Aditya Birla Nuvo Limited, India. Financial position of the company is moderate. There appears some accumulated losses recorded by the company. However, trade relations are reported as fair. Business is active. Payments are reported to be slow but correct. In view of strong holding, 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.

INFORMATION DECLINED BY

Name :	Mr. Bitul
Designation :	Operator
Date :	20.11.2011
Name :	Mr. Sagar
Designation :	Account Department
Date :	25.11.2011

LOCATIONS

Registered Office :	3^rd Floor, Millennium Towers, ITPL Road, Brookefields, Bangalore – 560037, Karnataka, India
Tel. No.:	91-80-41096000
Fax No.:	91-80-41179888
E-Mail :	ajay.joseph@minacs.adityabirla.com
Branch Office :	Texitex Building, Opposite Chandivali Petrol Pump, Sakivihar Road, Andheri (East), Mumbai – 400070, Maharashtra, India
Overseas Office 1 :	180, Duncan Mill Road, Toronto, Ontario M3B 1Z6, Canada
Tel. No.:	+1 416 380 3800
Overseas Office 2 :	34115 West Twelve Mile Road, Farmington Hills, Michigan – 48331, USA
Tel. No.:	+1 248 553 8355
Overseas Office 3 :	Campus 4A, Ecospace Business Park, Outer Ring Road, Bellandur, Bangalore – 560103, Karnataka, India
Tel. No.:	91-80-41446000

DIRECTORS

As on 08.09.2011

Name :

Dr. Rakesh Jain

Designation :

Director

Address :

801, The Residency, Union Park Road, Khar (West), Mumbai – 400052, Maharashtra, India

Date of Birth/Age :

19.01.1961

Date of Appointment :

22.07.2009

DIN No.:

00020425

Other Directorship :

=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
L17199GJ1956PLC001107	Aditya Birla Nuvo Limited	Managing director	1/07/2009	1/10/2005	-	Active	NO
U31300GJ2002PLC040905	Aditya Birla Insulators Limited	Director	29/09/2006	29/09/2006	-	Amalgamated	NO
U72200KA2000PLC031939	Aditya Birla Minacs Technologies Limited	Director	15/07/2010	15/07/2009	-	Amalgamated	NO
U99999KA1995PLC052040	Aditya Birla Minacs Worldwide Limited	Director	2/08/2010	22/07/2009	-	Active	NO
U72200KA1976PLC027564	Aditya Birla Minacs IT Services Limited	Director	2/09/2010	22/07/2009	-	Amalgamated	NO
L32100GJ1996PLC030976	Idea Cellular Limited	Director	21/12/2009	26/10/2009	-	Active	NO
U99999MH2000PLC128110	Birla Sun Life Insurance Company Limited	Director	16/06/2010	10/11/2009	-	Active	NO
U74140MH2001PLC132863	Birla Management Centre Services Limited	Director	24/09/2010	3/06/2010	-	Active	NO
U73100MH1999PTC118379	Aditya Birla Management Corporation Private Limited	Additional director	22/06/2010	22/06/2010	-	Active	NO
U74200MH2006PLC158951	Aditya Birla Science And Technology Company Limited	Additional director	7/06/2011	7/06/2011	-	Active	NO

Name :

Mr. Sushil Agarwal

Designation :

Director

Address :

Ocean C.H. Society Limited, 301, Ocean View Union Park, Khar (West), Mumbai – 400052, Maharashtra, India

Date of Birth/Age :

13.06.1963

Date of Appointment :

22.07.2009

DIN No.:

00060017

Other Directorship :

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
U17110MH2000PLC127428	BGH Exim Limited	Director	27/06/2000	27/06/2000	-	Active	NO
U17110MH2000PLC127427	Aditya Birla Power Company Limited	Director	26/07/2000	26/07/2000	-	Active	NO
U72900MH2000PTC129116	Birla TMT Holdings Private Limited	Director	12/10/2000	12/10/2000	-	Active	NO
U64200MH2000PTC129356	IGH Holdings Private Limited	Director	24/10/2000	24/10/2000	-	Active	NO
U64200MH1995PLC086464	Birla Telecom Limited	Director	9/02/2001	9/02/2001	-	Strike off	NO
U67190MH1996PTC099628	BGFL Corporate Finance Private Limited	Director	12/10/2001	12/10/2001	-	Active	NO
U70100MH2000PTC127785	B G H Properties Private Limited	Director	20/03/2002	20/03/2002	-	Active	NO
U92110MH2002PTC135228	Applause Entertainment Private Limited	Director	20/03/2002	20/03/2002	-	Active	NO
U65993MH2002PTC135827	TGS Investment and Trade Private Limited	Director	9/05/2002	9/05/2002	-	Active	NO
U72300MH1999PTC122375	Infocyber India Private Limited	Director	27/11/2002	27/11/2002	-	Active	NO
U72900MH2003PTC138702	Applause Bhansali Films Private Limited	Director	16/01/2003	16/01/2003	-	Active	NO
U92132AP2004PTC042536	Applause Entertainment AP Private Limited	Director	30/01/2004	30/01/2004	-	Active	NO
U24111OR1981PLC000917	Mangalam Carbide Limited	Director	23/07/2004	23/07/2004	-	Active	NO
U85300MH2007NPL170194	Mumbai Vaish Seva Sansthan	Director	21/04/2007	21/04/2007	-	Active	NO
U65900MH1988PTC048551	Naman Finance and Investment Private Limited	Director	28/09/2007	14/08/2007	-	Active	NO
U36911MH2007PTC170349	Azure Jouel Private Limited	Director	1/08/2008	8/04/2008	-	Active	NO
U01409MH2002PTC135738	Green Acre Agro Services Private Limited	Director	23/06/2008	9/06/2008	-	Active	NO
U45200MH2007PTC173199	ABG Realty and Infrastructure Company Private Limited	Director	30/09/2009	3/11/2008	-	Active	NO
U67190MH2007PTC171369	Birla Family Investments Private Limited	Additional director	3/11/2008	3/11/2008	30/01/2009	Active	NO
U65910GJ1994PLC022685	ABNL Investment Limited	Additional director	15/07/2009	15/07/2009	-	Active	NO
U85110GJ1994PLC058690	Madura Garments Exports Limited	Director	15/07/2009	15/07/2009	-	Amalgamated	NO
U72200KA2000PLC031939	Aditya Birla Minacs Technologies Limited	Director	15/07/2010	15/07/2009	-	Amalgamated	NO
U18101KA2007PLC042754	Indigold Trade and Services Limited	Director	11/08/2009	15/07/2009	10/12/2009	Active	NO
U18101GJ2007PLC058604	Madura Garments Lifestyle Retail Company Limited	Director	11/08/2009	20/07/2009	-	Active	NO
U99999KA1995PLC052040	Aditya Birla Minacs Worldwide Limited	Director	2/08/2010	22/07/2009	-	Active	NO
U72200KA1976PLC027564	Aditya Birla Minacs IT Services Limited	Director	2/09/2010	22/07/2009	28/05/2011	Amalgamated	NO
U18101GJ2007PLC058606	Peter England Fashions and Retail Limited	Director	15/07/2010	6/08/2009	-	Active	NO
U61190GJ1997PLC062406	Aditya Birla Money Mart Limited	Director appointed in casual vacancy	19/07/2010	19/07/2010	-	Active	NO
U67190MH2008PTC179283	Aditya Birla Securities Private Limited	Director	24/09/2010	31/07/2010	-	Active	NO
U99999GJ2001PLC062239	Aditya Birla Insurance Brokers Limited	Director	23/09/2011	24/01/2011	-	Active	NO
L17199GJ1956PLC001107	Aditya Birla Nuvo Limited	Whole-time director	28/09/2011	30/05/2011	-	Active	NO

Name :

Mr. Arun Kannan Thiagarajan

Designation :

Director

Address :

Grace Home, 37, Kanakapura Road, Basavanagudi, Bangalore – 560004, Karnataka, India

Date of Birth/Age :

17.09.1944

Date of Appointment :

07.01.2005

DIN No.:

00292757

Other Directorship :

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
U72200KA1976PLC027564	Aditya Birla Minacs IT Services Limited	Director	2/04/2002	2/04/2002	-	Amalgamated	NO
U72200KA2000PLC027405	Wep Peripherals Limited	Director	22/01/2003	22/01/2003	10/08/2007	Active	NO
L85110KA1930PLC000124	ING Vysya Bank Limited	Director	30/01/2003	30/01/2003	-	Active	NO
L32209KA1988PLC009313	ADC India Communications Limited	Director	20/10/2003	20/10/2003	7/08/2011	Active	NO
U72200MH2004PTC179939	CITEC Engineering India Private Limited	Director	11/02/2004	11/02/2004	-	Active	NO
U85110KA1996PLC021262	GMR Energy Limited	Director	8/03/2004	8/03/2004	-	Active	NO
U99999KA1995PLC052040	Aditya Birla Minacs Worldwide Limited	Director	7/01/2005	7/01/2005	-	Active	NO
U72200KA2000PLC031939	Aditya Birla Minacs Technologies Limited	Director	22/01/2005	22/01/2005	4/05/2009	Amalgamated	NO
L45203KA1996PLC034805	GMR Infrastructure Limited	Director	2/09/2005	2/09/2005	-	Active	NO
L74140MH1992PLC068379	Alstom Projects India Limited	Director	28/12/2005	28/12/2005	-	Active	NO
L31300MH1957PLC010964	Cable Corporation of India Limited	Director	30/01/2006	30/01/2006	30/06/2009	Active	NO
L85110TZ1955PLC015049	TTK Prestige Limited	Director	25/05/2006	25/05/2006	-	Active	NO
L32100GJ1996PLC030976	Idea Cellular Limited	Director	30/09/2006	2/09/2006	-	Active	NO
U72200TN2001PTC047640	Techset Composition India Private Limited	Director	27/09/2007	29/08/2007	-	Active	NO
U72200KA2007FTC043627	CITEC Information India Private Limited	Director	11/02/2009	11/09/2007	-	Active	NO
U74999MH2000PTC123855	Fowler Westrup (India) Private Limited	Director	19/12/2007	19/12/2007	-	Active	NO
U85110KA1974PLC002568	Bhuruka Gases Limited	Director	30/09/2008	17/04/2008	28/01/2009	Active	NO
L18101KA2004PLC033475	Gokaldas Exports Limited	Director	22/09/2009	1/02/2009	-	Active	NO

Name :

Mr. Devajyoti Bhattacharya

Designation :

Director

Address :

Beau Monde Tower, “A”, Flat No. 603, 6^th Floor, A.M. Marg, Prabhadevi, Mumbai – 400025, Maharashtra, India

Date of Birth/Age :

17.01.1958

Date of Appointment :

20.09.2006

DIN No.:

00868751

Other Directorship :

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
U99999KA1995PLC052040	Aditya Birla Minacs Worldwide Limited	Director	1/12/2008	20/09/2006	-	Active	NO
U72200KA2000PLC031939	Aditya Birla Minacs Technologies Limited	Director	16/07/2007	17/10/2006	-	Amalgamated	NO
U72200KA1976PLC027564	Aditya Birla Minacs IT Services Limited	Director	21/10/2008	17/10/2006	-	Amalgamated	NO

Name :

Mr. Gray Michael Comerford

Designation :

Director

Address :

1308, Mapleridge Crescent, Oakville, L6M2G8, Canada

Date of Birth/Age :

02.04.1950

Date of Appointment :

26.04.2007

DIN No.:

00430447

Other Directorship :

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
U99999MH2000PLC128110	Birla Sun Life Insurance Company Limited	Director	29/01/2002	29/01/2002	1/01/2008	Active	NO
U61190GJ1997PLC062406	Aditya Birla Money Mart Limited	Director	22/05/2002	22/05/2002	1/01/2008	Active	NO
U65991MH1994PLC080811	Birla Sun Life Asset Management Company Limited	Alternate director	5/11/2007	3/01/2007	1/01/2008	Active	NO
U99999KA1995PLC052040	Aditya Birla Minacs Worldwide Limited	Director	28/09/2007	26/04/2007	-	Active	NO
U67200MH2005PTC153973	RGA Services India Private Limited	Director	30/09/2009	8/09/2009	-	Active	NO

Name :

Mr. Deepak Jayant Patel

Designation :

Whole – time Director

Address :

Villa No. 383, Adarsh Palm Retreat, Outer Ring Road, Devarabisanahalli, Bellandur Post, Bangalore – 560103, Karnataka, India

Date of Birth/Age :

25.08.1964

Date of Appointment :

12.10.2010

DIN No.:

00838043

Other Directorship :

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
L30007KA1992PLC025294	Mphasis Limited	Managing director	14/09/2007	1/11/2006	3/06/2008	Active	NO
U72400MH1998PTC117241	Aditya Birla Minacs BPO Private Limited	Director	23/07/2010	9/03/2010	-	Active	NO
U99999KA1995PLC052040	Aditya Birla Minacs Worldwide Limited	Whole-time director	8/09/2011	12/10/2010	-	Active	NO

KEY EXECUTIVES

Name :	Mr. Bitul
Designation :	Operator
Name :	Mr. Sagar
Designation :	Account Department

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 08.09.2011

Names of Shareholders	No. of Shares
Devendra Bhandari	2
Aditya Birla Nuvo Limited, India	23491704
Deepak Agarwal	1
Ajay Joseph	1
Deepak Patel	1
Praveen Viswas	1
Ramesh Kamath	1
IDBI Trusteeship Services Limited	2500
Total	23494211

Equity Share Break up (Percentage of Total Equity)

As on 08.09.2011

Category	Percentage
Bodies corporate	100.00
Total	100.00

BUSINESS DETAILS

Line of Business :

Subject provides a variety of Business Process Outsourcing Services.

GENERAL INFORMATION

No. of Employees :

Not Available

Bankers :

HDFC Bank, Limited, HDFC Bank House, Senapati Bapat Marg, Lower Parel (West), Mumbai – 400013, Maharashtra, India

Facilities :

Secured Loan	As on 31.03.2010 (Rs. in Millions)	As on 31.03.2009 (Rs. in Millions)
Working Capital facility from Banks (Secured against receivables) (Repayable within one year Rs. Nil, Previous Year Rs.89.942 Millions)	0.000	89.942
Term Loan From Banks (Secured against the first paripassu charge on the movable assets) (Repayable within one year Rs.100.000 Millions, Previous year Rs.200.000 Millions)	300.000	200.000
ECB from Banks (Secured against the first charge on the movable assets and second charge on Receivables) (Repayable within one year Rs.59.207 Millions, Previous year Rs.59.207 Millions)	4139.977	4256.193
Total	4439.977	4545.135
Unsecured Loan	As on 31.03.2010 (Rs. in Millions)	As on 31.03.2009 (Rs. in Millions)
Long Term Loan from Banks	0.000	250.000
Compulsory Convertible Debentures	2500.000
Total	2500.000	250.000

Banking Relations :	--
Auditors :
Name :	S. R. Batliboi and Company Chartered Accountants
Address :	18 Floor, Express Towers, Nariman Point, Mumbai – 400021, Maharashtra, India
PAN.:	AALFS0506L
Holding Company :	Aditya Birla Nuvo Limited CIN No.: L17199GJ1956PLC001107
Wholly owned subsidiary company or parties where control exists :	· A V Transworks Limited, Canada · Transworks Inc USA · Aditya Birla Minacs Worldwide Inc. Canada (ABMWI) (Subsidiary of AV TransWorks) · Minacs Kft (Hungary) (Subsidiary of Minacs GmbH) · Minacs Limited (UK) · Minacs Worldwide S A de C V (Mexico) · The Minacs GmbH Germany · The Minacs Group USA · Aditya Birla Minacs Philippines INC · Compass BPO Limited UK (w.e.f. 09.03.2010) · Compass BPO Inc USA · Compass Business Process Outsourcing Limited, India (Subsidiary of Compass BPO Limited, UK) (w.e.f. 09.03.2010) · Compass BPO FZE, UAE (Subsidiary of Compass BPO Limited, UK) (w.e.f. 09.03.2010)
Fellow Subsidiaries :	· Aditya Birla Financial Services Private Limited (ABFSPL) · Aditya Birla Capital Advisors Private Limited (ABCAPL) (Subsidiary of ABFSPL) · Aditya Birla Securities Private Limited (ABSPL) (Subsidiary of ABFSPL) · Aditya Birla Trustee Company Private Limited (ABTCPL) (Subsidiary of ABFSPL) · Aditya Birla Money Limited (ABML) (formerly known as Apollo Sindhoori Capital Investment Limited) · BSDL Insurance Advisory Services Limited (100% Subsidiary of ABMML) · Aditya Vikram Global Trading House Limited (AVGTHL) · Aditya Birla Finance Limited (ABFL) (formerly known as Birla Global Finance Company Limited (BGFCL)) · Birla Insurance Advisory and Broking Services Limited (BISBDL) (50.01% Subsidiary of BGCFPL upto March 30, 2009 and of ABFL) · Birla Sun Life Insurance Company Limited (BSLICL) · Aditya Birla Capital Limited (ABCL) (formerly known as Laxminarayan Investment Limited) · Madura Garments International Brand Company Limited (MGIBCL) · LIL Investment Limited · Madura Garments Exports Limited (MGEL) (merged with the company w.e.f 01.01.2010) · Madura Garments Exports US, Inc (ceased to be a subsidiary from February 09, 2010) · Madura Garments Lifestyle Retail Company Limited (MGLRCL) · MG Lifestyle Clothing Company Private Limited, (MGCCPL) (merged with the Company w.e.f. 01.01.2010) · Peter England Fashions and Retail Company Limited (PEFRL) · Aditya Birla Minacs IT Services Limited (formerly known as PSI Data Systems Limited) · Birla Technologies Limited (100% Subsidiary of ABMITS)

CAPITAL STRUCTURE

As on 08.09.2011

Authorised Capital : Rs.600.000 Millions

Issued, Subscribed & Paid-up Capital : Rs.175.765 Millions

As on 31.03.2010

Authorised Capital :

No. of Shares	Type	Value	Amount
30000000	Equity Shares	Re.1/- each	Rs.30.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
23491711	Equity Shares	Re.1/- each	Rs.23.492 Millions

Note :

(Of these 20738378 capital is held by Aditya Birla Nuvo Limited including 7 shares held by them through their nominees)

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2010	31.03.2009
SHAREHOLDERS FUNDS
1] Share Capital		23.492	23.492
2] Share Application Money		0.000	0.000
3] Reserves & Surplus		2779.588	2779.568
4] (Accumulated Losses)		(543.173)	(247.954)
5] Employee Stock options		12.615	0.000
NETWORTH		2272.502	2555.106
LOAN FUNDS
1] Secured Loans		4439.977	4545.135
2] Unsecured Loans		2500.000	250.000
TOTAL BORROWING		6939.977	4795.135
DEFERRED TAX LIABILITIES		0.000	0.000
TOTAL		9212.479	7350.241
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		387.483	290.893
Capital work-in-progress		139.918	7.605
INVESTMENT		7693.566	5833.800
DEFERREX TAX ASSETS		0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	0.000	0.000
	Sundry Debtors	380.384	369.040
	Cash & Bank Balances	1.815	1.365
	Other Current Assets	1108.509	1113.955
	Loans & Advances	253.373	237.226
Total Current Assets		1744.081	1721.586
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	689.512	414.626
	Other Current Liabilities	49.746	73.117
	Provisions	13.311	15.900
Total Current Liabilities		752.569	503.643
Net Current Assets		991.512	1217.943
MISCELLANEOUS EXPENSES		0.000	0.000
TOTAL		9212.479	7350.241

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2010	31.03.2009
	SALES
		Service Charges	2211.106	2314.916
		Other Income	52.238	63.565
		TOTAL (A)	2263.344	2378.481
Less	EXPENSES
		Employees Remuneration and other Benefits	1300.293	1186.840
		Other Operating Expenses	401.580	320.397
		Marketing/ Business Development Expenses	35.377	20.094
		Administrative Expenses	359.328	693.519
		TOTAL (B)	2096.578	2220.850
Less	PROFIT/ (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		166.766	157.631
Less	FINANCIAL EXPENSES (D)		318.642	291.792
	PROFIT/ (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		(151.876)	(134.161)
Less/ Add	DEPRECIATION/ AMORTISATION (F)		141.385	159.767
	PROFIT/ (LOSS) BEFORE TAX (E-F) (G)		(293.261)	(293.928)
Less	TAX (H)		1.955	(13.145)
	PROFIT/ (LOSS) AFTER TAX (G-H) (I)		(247.957)	(307.073)
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		(247.954)	59.119
	BALANCE CARRIED TO THE B/S		(543.173)	(247.954)
	EARNINGS IN FOREIGN CURRENCY
		IT enabled services	1582.542	1946.329
		Interest Income	22.008	29.128
	TOTAL EARNINGS		1604.550	1975.457
	IMPORTS
		Capital Goods	20.241	19.794
	TOTAL IMPORTS		20.241	19.794
	Earnings/ (Loss) Per Share (Rs.)		(12.57)	(13.07)

KEY RATIOS

PARTICULARS		31.03.2010	31.03.2009
PAT / Total Income	(%)	10.95	12.91
Net Profit Margin (PBT/Sales)	(%)	(13.26)	(12.69)
Return on Total Assets (PBT/Total Assets}	(%)	13.76	14.61
Return on Investment (ROI) (PBT/Networth)		0.12	0.12
Debt Equity Ratio (Total Liability/Networth)		3.38	2.07
Current Ratio (Current Asset/Current Liability)		2.31	3.42

LOCAL AGENCY FURTHER INFORMATION

DETAILS OF SUNDRY CREDITORS:

(Rs. In Millions)

PARTICULARS	31.03.2010	31.03.2009
Sundry Creditors (including book overdraft Rs.47.665 Millions (Previous year Rs.60.347 Millions))	689.512	414.626
Total	689.512	414.626

Note :

With effect from October 28, 2009, The Company has shifted its registered office from the State of Maharashtra to Karnataka after obtaining all statutory approvals in this regard. The registered office of the Company is now situated at 3^rd Floor, Millennium Towers, ITPL Road, Brookefields, Bangalore - 560 037, Karnataka, India

BUSINESS REVIEW

Industry Scenario

The year 2009-10 has an extremely difficult and challenging year across alI countries and industries. The BPO Industry has had to face a slowdown in its business growth with strong pricing pressures from existing customers, a significant slowdown in new deals and political pressure across all countries to reduce outsourcing so as to retain employment within the country.

Summary of Operations

The Company had initiated actions in the previous year to improve operational excellence, increase seat utilization by site optimization and a relentless focus on eliminating all unnecessary expenses. These actions have' borne fruit as the results have shown a significant improvement.

Over the previous year, consolidated revenues decreased by 13%. This is mainly due to tight global recessionary conditions and consolidation of vendors by their customers resulting in price pressures.

Despite the revenue drop, the Company's operating profits (EBITDA) has shown an increase from Rs.703 Millions to Rs.1.136 Millions - a significant growth and turnaround. The Company's actions improved the operating margins from 4.2% to 7.8%.

The Company continued its efforts on site rationalization wherever necessary. In order to grow its India based business, the Company has opened centers in Kolkata, Aurangabad, Vadodra and Chennai.

The Company has progressed well on its 3 year roadmap to improve profitability, increase its share of non voice revenues and improve business delivered from India and other offshore geographies. The Company has focused its sales team on industry verticals and that is paying dividends by the strong sales pipeline.

OUTLOOK

The current financial year 2010-11 will continue to remain challenging. Whilst the recession seems to be tapering off, growth in the BPO industry will still be slow and continue to be dogged by pricing pressures and delayed decisions. However, it is expected that outsourcing of non voice work will grow more strongly than voice work and the Company's efforts in building capability in these areas will bear fruit in the years ahead.

In 2010-11, The Company expects to continue its focus on building operating efficiencies and optimization of costs whilst ensuring that it obtains its share of new BPO business globally.

The Company is confident that its actions will enable it to work towards obtaining a leadership position in the BPO industry over the next few. years and believes that it has the human resources necessary to meet this objective.

FORM 8

Bankers Charges Report as per Registry

This form is for	Creation of charge
Corporate identity number of the company	U99999MH1995PLC086218
Name of the company	ADITYA BIRLA MINACS WORLDWIDE LIMITED
Address of the registered office or of the principal place of business in India of the company	Teritex Building, Saki Vihar Road, Andheri (East), Mumbai-400072, Maharashtra, India
Type of charge	Movable Property (not being pledge)
Particular of charge holder	HDFC Bank Limited, HDFC Bank House, Senapati Bapat Marg, Lower Parel (West), Mumbai-400013, Maharashtra, India
Email	sumit.choithani@hdfcbank.com
Nature of description of the instrument creating or modifying the charge	Memorandum relating to hypothecation of machinery
Date of instrument Creating the charge	06.10.2009
Amount secured by the charge	Rs.300.000 Millions
Brief particulars of the principal terms an conditions and extent and operation of the charge	Rate of Interest 8.70% per annum Terms of Repayment Repayable in 6 equal half yearly installments of Rs.50.000 Millions each Margin Maintain a margin as specified by the bank from time to time Extent and Operation of the charge First pari passu charge by way of hypothecation on all the present and future movable fixed assets including but not restricted to plant and machinery of the borrower
Short particulars of the property charged	First pari passu charge by way of hypothecation on all the present and future movable fixed assets including but not restricted to plant and machinery of the borrower

CONTINGENT LIABILITIES (AS ON 31.03.2010)

· Estimated amount of contracts remaining to be executed on capital account and not provided for : Rs.14.603 Millions

· Guarantees and counter guarantees given by the Company to Commissioner of Customs towards custom and excise duty exemption under STPl Scheme (Based on present export performance, the Company expects to meet its export obligation and hence this liability is not likely to materialize) - Rs.132.995 Millions

· Guarantees and Counter guarantees given by the Company to its insurance company in USA and to Citibank, NA on the basis of which the Insurance company issued telemarketing bonds favouring Attorney generals of various states in USA on behalf of the Company (These bonds are required to be given for compliance of telemarketing laws in USA. In case of any vilolations of these rules, the penalties are imposed. The Company does not expect any liabilities on the same) - Rs.45.140 Millions

· Guarantee given by the company to Banks for securing the loans granted by such banks to the subsidiaries of the Company – Rs.1105.930 Millions

· Guarantee and Counter given by Company to Department of Telecommunication (DoT) for getting the permission for sharing of International and domestic call center – Rs.21.000

· Service tax refund rejected by service tax department Company is in appeal at various levels against rejection orders – Rs.26.658 Millions

· Amount Payable under Income tax assessment for Financial Year 2003-04 as penalty for disallowance of expenses – Rs.7.329 Millions

FIXED ASSETS

· Computers and Telecommunication Equipments

· Plant and Machinery

· Office Equipments

· Furniture and Fixtures

· Leasehold Improvement

· Motor Car

· Intangible Assets

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 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.52.17
UK Pound	1	Rs.80.64
Euro	1	Rs.69.43

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
PAID-UP CAPITAL	1~10	4
OPERATING SCALE	1~10	5
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	4
--PROFITABILIRY	1~10	2
--LIQUIDITY	1~10	4
--LEVERAGE	1~10	4
--RESERVES	1~10	4
--CREDIT LINES	1~10	4
--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		36

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.