MIRA INFORM REPORT

Report Date :

03.10.2011

IDENTIFICATION DETAILS

Name :	PEROT SYSTEM BUSINESS PROCESS SOLUTIONS INDIA PRIVATE LIMITED
Registered Office :	Plot No. 123, EPIP Phase II,, Whitefield Industrial Area, Bengaluru- 560 066, Karnataka
Country :	India
Financials (as on) :	31.03.2010
Date of Incorporation :	11.09.1998
Com. Reg. No.:	18- 055569
Capital Investment / Paid-up Capital :	Rs. 0.937 millions
CIN No.: [Company Identification No.]	U72300KA1998PTC055569
TAN No.: [Tax Deduction & Collection Account No.]	PNEP13845G
PAN No.: [Permanent Account No.]	AAFCP1614D
Legal Form :	Private Limited Liability company
Line of Business :	Providing call centre services and telemarketing services
No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

A ( 67)

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 5600000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is an established company having fine tract. Financial position of the company appears to he sound. 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 – 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

LOCATIONS

Registered Office :	Plot No. 123, EPIP Phase II,, Whitefield Industrial Area, Bengaluru- 560 066, Karnataka, India
E-Mail :	Ankur_singhal1@dell.com
Head Office :	A-9, 1^st main Road, Ambattur- 600 058, Chennai, India
Tel. No.:	91- 44- 42060330 / 43108060
Fax No.:	91- 44- 42170000
E-Mail :	Srinivas.Cheedella@ps.net

DIRECTORS

As on 24.09.2010

Name :

Mr. Michael DeMott

Designation :

Director

Address :

3700 Country Oak court, Plano, United states of America- 75093

Date of Birth/Age :

16.06.1956

Date of Appointment :

30.09.2005

Din no:

00044106

Name :

Mr. Elizabeth Ann Whitmer

Designation :

Director

Address :

97481 Gatetril Drive, Dallas, United states of America- 75238

Date of Birth/Age :

29.10.1951

Date of Appointment :

24.08.2007

Din No:

00372169

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	U74999KA1996FTC055568	PEROT SYSTEMS TSI (INDIA) PRIVATE LIMITED	Director	17/03/2005	16/03/2005	28/03/2011	Active	NO
2	U72300KA1998FTC055569	PEROT SYSTEMS BUSINESS PROCESS SOLUTIONS INDIA PRIVATE LIMITED	Director	27/09/2007	24/08/2007	-	Active	NO

Name :

Mr. Suresh Ramchandra Manchanahalli

Designation :

Director

Address :

No. 30, 5^th main, 43^rd cross, V Block, Jayanagar, Bangalore- 560 041, Karnataka, India

Date of Birth/Age :

07.07.1967

Date of Appointment :

24.09.2010

Din No:

01554160

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	U74999KA1996FTC055568	PEROT SYSTEMS TSI (INDIA) PRIVATE LIMITED	Director	24/08/2007	31/05/2007	28/03/2011	Active	NO
2	U72300KA1998FTC055569	PEROT SYSTEMS BUSINESS PROCESS SOLUTIONS INDIA PRIVATE LIMITED	Director	24/09/2010	13/06/2010	-	Active	NO

Name :

Mr. Rohit Puri

Designation :

Director

Address :

3013, sector – 23, Gurgoan - 122 017, Haryana, India

Date of Birth/Age :

13.07.1973

Date of Appointment :

24.09.2010

Din No:

02286406

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	U85310DL2006NPL150011	Perot Systems India Foundation	Director	28/09/2009	27/08/2008	1/4/2011	Active	NO
2	U72300KA1998FTC055569	PEROT SYSTEMS BUSINESS PROCESS SOLUTIONS INDIA PRIVATE LIMITED	Director	24/09/2010	13/06/2010	-	Active	NO

Name :

Mr. Narasinga Rao Telidevara

Designation :

Whole- time Director

Address :

No C-2, Praveens Vedha Apartments, Plot No. 1254, 19^th Main Road Annanagar (west), Chennai-600 040, Tamil Nadu, India

Date of Birth/Age :

10.05.1970

Date of Appointment :

24.09.2010

Din No:

03116874

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	U72300KA1998FTC055569	PEROT SYSTEMS BUSINESS PROCESS SOLUTIONS INDIA PRIVATE LIMITED	Whole-time director	24/09/2010	13/06/2010	-	Active	NO

Name :

Miss Smita Priyadarshni

Designation :

Director

Address :

1006, Sunbreeze Apartments, Tower B, Vaishali, Sector-5, Ghaziabad-201 010, Uttar Pradesh

Date of Birth/Age :

20.10.1973

Date of Appointment :

11.11.2009

Din No:

02825400

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	U74999KA1996FTC055568	PEROT SYSTEMS TSI (INDIA) PRIVATE LIMITED	Director	22/09/2010	8/11/2009	28/03/2011	Active	NO
2	U72300KA1998FTC055569	PEROT SYSTEMS BUSINESS PROCESS SOLUTIONS INDIA PRIVATE LIMITED	Director	11/11/2009	11/11/2009	-	Active	NO
3	U85310DL2006NPL150011	Perot Systems India Foundation	Director	30/09/2010	20/08/2010	-	Active	NO

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 24.09.2010

Names of Shareholders	No. of Shares
Petrot systems investments B.V.	93779
Perot systems B.V.	1
Total	93780

As on 24.09.2010

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%
Total	100%

BUSINESS DETAILS

Line of Business :

Providing call centre services and telemarketing services

GENERAL INFORMATION

No. of Employees :	Not Available
Bankers :	--

Banking Relations :	--
Auditors :
Name :	Price Waterhouse and Company Chartered Accountant
Address :	No. 32, Kader Nawaz Khan road, nungambakkam, Chennai- 600 034, Tamil Nadu, India
PAN No:	AADFP9359C
Holding Company:	Perot Systems Investments B.V
Ultimate Holding Company:	Perot Systems Corporation (Upto September 20, 2009) Dell, Incorporation (From September 21, 2009)
Associates/Subsidiaries :	Perot Systems Corporation (From September 21, 2009) Dell India Private Limited (From September 21, 2009) Dell Global B.V (Singapore) (From September 21, 2009) Perot Systems Healthcare Services LLC Perot Systems Business Process Solutions Incorporated Advanced Receivable Strategy Incorporated Transaction Applications Group Vision Business Process Solutions Incorporated Perot Systems Technology Solutions India Private Limited Perot Systems Phillippines Incorported

CAPITAL STRUCTURE

As on 31.03.2010

Authorised Capital :

No. of Shares	Type	Value	Amount
100000	Equity shares	Rs.10/- each	Rs. 1.000 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
93780	Equity shares	Rs.10/- each	Rs. 0.938 millions

Note: Of the above, 93779 shares are held by Perot Systems Investments B.V., the holding company.

FINANCIAL DATA

[all figures are in Rupees Million]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2010	31.03.2009	31.03.2008
SHAREHOLDERS FUNDS
1] Share Capital		0.938	0.938	1.000
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		1408.131	821.682	1056.418
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		1409.069	822.620	1057.418
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
TOTAL		1409.069	822.620	1057.418
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		265.825	98.244	166.323
Capital work-in-progress		3.401	47.752	0.000
INVESTMENT		188.739	501.592	714.765
DEFERREX TAX ASSETS		73.495	51.487	23.210
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	0.000	0.000	0.000
	Sundry Debtors	159.438	122.186	95.295
	Cash & Bank Balances	242.680	355.589	138.771
	Other Current Assets	6.102	0.508	0.267
	Loans & Advances	726.406	223.262	132.296
Total Current Assets		1134.626	701.545	366.629
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	196.476	537.943	185.300
	Other Current Liabilities	14.552	10.080	8.123
	Provisions	45.989	29.977	20.086
Total Current Liabilities		257.017	578.000	213.509
Net Current Assets		877.609	123.545	153.120
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		1409.069	822.620	1057.418

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2010	31.03.2009	31.03.2008
	SALES
		Income from outsourcing service	1751.786	1386.635	1207.404
		Other Income	38.330	58.864	97.395
		TOTAL (A)	1790.116	1445.499	1304.799
Less	EXPENSES
		Employee Cost	879.916	686.084	630.339
		Other Operating Administration Expenses	406.312	320.288	167.637
		Expenses Recovered	(15.110)	(25.916)	(10.564)
		Provision for mark to market loss on forward and options contracts Reversal of mark to market loss on forward and options contracts	364.469	350.765	13.841
		TOTAL (B)	906.650	1331.221	801.253
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		883.466	114.278	503.546
Less	FINANCIAL EXPENSES (D)		0.000	0.000	0.000
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		883.466	114.278	503.546
Less/ Add	DEPRECIATION/ AMORTISATION (F)		88.697	103.956	101.740
	PROFIT BEFORE TAX (E-F) (G)		794.769	10.322	401.806
Less/ Add	TAX (H)		208.320	19.229	14.739
	PROFIT AFTER TAX (G-H) (I)		586.449	29.551	416.545
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		821.620	1049.466	632.921
Less	APPROPRIATIONS
	Utilisation for buy back of shares		--	257.335	--
	Transferred to capital redemption reserve account		--	0.062	--
	BALANCE CARRIED TO THE B/S		1408.069	821.620	1049.466
	EARNINGS IN FOREIGN CURRENCY
		Income from outsourcing services	1751.786	1386.635	1207.401
	TOTAL EARNINGS		1751.786	1386.635	1207.401
	IMPORTS
		Capital Goods	123.852	47.823	29.584
	TOTAL IMPORTS		123.852	47.823	29.584
	Earnings Per Share (Rs.)		6253.455	300.000	416.545

KEY RATIOS

PARTICULARS		31.03.2010	31.03.2009	31.03.2008
PAT / Total Income	(%)	32.76	20.72	31.92
Net Profit Margin (PBT/Sales)	(%)	44.40	0.07	30.79
Return on Total Assets (PBT/Total Assets}	(%)	56.75	1.29	75.39
Return on Investment (ROI) (PBT/Networth)		0.56	0.01	0.38
Debt Equity Ratio (Total Liability/Networth)		0.18	0.70	0.20
Current Ratio (Current Asset/Current Liability)		4.41	1.21	1.72

LOCAL AGENCY FURTHER INFORMATION

FIXED ASSETS:

• Leasehold Improvements
• Plant and Machinery
• Furniture and Fittings
• 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.49.93
UK Pound	1	Rs.76.52
Euro	1	RS.66.65

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	7
PAID-UP CAPITAL	1~10	7
OPERATING SCALE	1~10	7
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	8
--PROFITABILIRY	1~10	8
--LIQUIDITY	1~10	7
--LEVERAGE	1~10	7
--RESERVES	1~10	9
--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		67

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.