MIRA INFORM REPORT

 

 

Report Date :

19.10.2011

 

IDENTIFICATION DETAILS

 

Name :

WNS GLOBAL SERVICES PRIVATE LIMITED

 

 

Registered Office :

PL 10, Godrej and Boyce Complex, Pirojshanagar, L B S Marg, Vikhroli (West), Mumbai 400079, Maharashtra

 

 

Country :

India

 

 

Financials (as on) :

31.03.2010

 

 

Date of Incorporation :

13.06.1996

 

 

Com. Reg. No.:

11-100196

 

 

Capital Investment / Paid-up Capital :

Rs.121.891 Millions

 

 

CIN No.:

[Company Identification No.]

U72200MH1996PTC100196

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

MUMW01007G

 

 

PAN No.:

[Permanent Account No.]

AAACW2598L

 

 

Legal Form :

Private Limited Liability Company

 

 

Line of Business :

The company is engaged in providing a variety of business process outsourcing services including back office, administrative services and call center services to customers primarily in the Airline and insurance Industries.

 

 

No. of Employees :

Not Available

 

 

RATING & COMMENTS

 

MIRA’s Rating :

A (64)

 

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  17650520

 

 

Status :

Good

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Clear

 

 

Comments :

Subject is a well established company having fine track. Financial position of the company appears to be sound. Trade relations are reported as fair. Business is active. Payments are reported to be regular and as per commitments.

 

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

 

Management Non Co-operative (Name Not Disclosed)

 

 

LOCATIONS

 

Registered Office :

PL 10, Godrej and Boyce Complex, Pirojshanagar, L B S Marg, Vikhroli (West), Mumbai 400079, Maharashtra , India

Tel. No.:

91- 22- 4095 2100

E-Mail :

Jayshree.ghatnekar@wnsgs.com

Website :

www.wns.com

 

 

Corporate Office :

North America

420 Lexington Avenue, Suite 2515 , New York, NY 10170
Phone : 1 212 599 6960

Fax No.: 1 212 599 6962

 

United Kingdom

The Lodge Harmondsworth Lane West Drayton, Middlesex  UB7 0AB
Phone:  44 208 754 8289

Fax No.: 44 208 754 8570

 

 

Other Offices:

India
Bangalore
Plot No.8A, RMZ Centennial, Kundalahalli Main Road,  Whitefield Bangalore 560 048, Karnataka, India
Phone 91-80-42064600

Fax No.: 91-80-28495554

#1137, RG Towers 100 Feet Road Indira Nagar Bangalore 560 038, Karnataka, India
Phone 91 – 80 - 4115 4361


Chennai
1A, RMZ Millenia, No.143 Dr. MGR Road  (North Veeranam Salai)  Perungudi Chennai 600 096, Tamilnadu, India
Phone 91 - 44 - 4390 6000

Fax No.: 91-44-43906000

Gurgaon
6th Floor, Infinity Towers DLF Cyber City, Phase – II Gurgaon 122 002, India
Phone 91- 124 - 433 0000

Fax No.: 91-124-433 0001

Building No. 6, 8th & 9th Floor DLF Cyber City (SEZ) Sec 24/25 A, DLF City Phase III Gurgaon 122 002
Phone 91 – 124 - 420 7010


Nashik
Shree Niketan Building, Opp. St. Andrew Church, Canada Corner, Nasik – 422002, Maharashtra, India
Tel : 91 – 253 - 669 0400

V-Tech IT Park South Block, 1'st Floor,Survey No.113/2, Wadala Road, Near Indira Nagar Jogging Track, Nashik – 422 006, Maharashtra, India

Pune
Sofotel Building,National Games Road, Yerwada,Pune – 411006, Maharashtra, India
Tel : 91 - 20 - 4000 5000
Fax: 91- 20 - 4128 7158

3rd to 7th Floor, Wing A & B, Tower 1, Cyber City, Magarpatta City, Hadapsar, Pune – 411013, Maharashtra, India
Tel : 91 – 20 - 4145 4000
Fax: 91 - 20 - 4145 4001

Tower "C", Weikfield IT City Info Park, Off Nagar Road, Viman Nagar, Pune – 411 014 Maharashtra, India
Tel : 91 - 20 - 4128 6000

 

 

Overseas Offices :

Sri Lanka
HNB Towers, Level 12/13 479, T B Jayah Mawatha  Colombo 10
Phone 94-11-2695602

Fax No. 94-11-4737346


Singapore
80 Raffles Place Level 36, UOB Plaza 1, Singapore 048624
Phone 65 6248 4861
Fax 65 6491 5538

 

Costa Rica
WNS BPO Services Costa Rica, S.A 3rd Floor, Building C Forum Business Park Santa Ana, San Jose, Costa Rica

Philippines
1880, Eastwood City 9F 1880 Building Eastwood Avenue Eastwood Cyberpark
Libis Quezon City 1110
Tel :  63 318 2000

Ground Floor Superstore Building Time Square Street Araneta Center Cubao
Quezon City

Tel : 63 318 2000

Romania
WestGate Park H1 Building, 3rd Floor, Preciziei Blvd., no. 24, Sector 6, Bucharest, Postal Code: 062204 Romania
Tel : 40 372 303000
Fax: 40 372 303001

 

UAE
PO Box 16769, Ras al Khaimah, UAE

United Kingdom
St. Vincent House, Ipswich, Suffolk Ip1 1LL.

Tel : 44 0870 402770

 

 

DIRECTORS

 

AS ON 24.09.2010

 

Name :

Mr. Ambreesh Mahajan

Designation :

Director

Address :

A 1101, 11th Floor, Lake Castle Hirnandani Gardens, Powai, Mumbai – 400076, Maharashtra, India 

Date of Birth/Age :

02.09.1963

Date of Appointment :

30.04.2004

 

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

U72200MH1996PTC100196

WNS GLOBAL SERVICES PRIVATE LIMITED

Director

30/04/2004

30/04/2004

-

Active

NO

2

U72900MH2004PTC144503

NTRANCE CUSTOMER SERVICES PRIVATE LIMITED

Additional director

04/08/2008

04/08/2008

01/12/2008

Amalgamated

NO

 

 

Name :

Ms. Sulakshana J. Patankar 

Designation :

Director

Address:

Nayantara 7th Floor, S No.809, Bhandarkar Road, Erandwane, Pune – 411004, Maharshtra, India

Date of Birth/Age :

30.07.1971

Date of Appointment :

21.10.2003

 

Other Directorship:

 

Top of Form

Bottom of Form

 

 

 

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

U72200MH1996PTC100196

WNS GLOBAL SERVICES PRIVATE LIMITED

Director

21/10/2003

21/10/2003

-

Active

NO

2

U72900MH2004PTC144503

NTRANCE CUSTOMER SERVICES PRIVATE LIMITED

Director

29/11/2005

29/11/2005

16/10/2006

Amalgamated

NO

3

U72900MH2003PTC189790

WNS Customer Solutions Shared Services Private Limited

Director

29/09/2008

10/07/2008

01/12/2008

Amalgamated

NO

Top of Form

Bottom of Form

 

Name :

Mr. Katihkeya Neelakanta Sarma

Designation :

Director

Address:

Sree Ramabhakti 647 19th Main 16th Cross Rajarajeshwari, Bangalore – 560098, Karnataka, India

Date of Birth/Age :

11.09.1969

Date of Appointment :

10.10.2008

 

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

U72200MH1996PTC100196

WNS GLOBAL SERVICES PRIVATE LIMITED

Director

30/09/2009

10/10/2008

19/11/2010

Active

NO

 

 

Name :

Mr. Ravi Kulkarni

Designation :

Director

Address:

FlNOJ 2/302, Hermes Heritage, Phase II, Shastri Nagar, Pune – 411006, Maharashtra, India

Date of Birth/Age :

06.07.1975

Date of Appointment :

22.02.2010

 

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

U72200MH2003PTC188296

WNS Workflow Technologies (India) Private Limited

Additional director

26/09/2008

26/09/2008

-

Amalgamated

NO

2

U72300MH2008PTC178983

Servicesource Offshore Technologies Private Limited

Additional director

11/02/2010

11/02/2010

-

Amalgamated

NO

3

U72200MH1996PTC100196

WNS GLOBAL SERVICES PRIVATE LIMITED

Director

24/09/2010

22/02/2010

-

Active

NO

 

 

Name :

Mr. Gautam Bhupat Barai

Designation :

Director

Address:

1001, B Wing, Quantum Park, Union Park, Mumbai – 400052, Maharashtra, India

Date of Birth/Age :

15.05.1974

Date of Appointment :

23.09.2010

 

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

U72200MH1996PTC100196

WNS GLOBAL SERVICES PRIVATE LIMITED

Director

24/09/2010

23/09/2010

-

Active

NO

 

 

 

Name :

Mr. Aniruddha Ray

Designation :

Director

Address:

W2B, 122 Wellington Estate DLF Phase 5, Gurgaon – 122002, Haryana, India

Date of Birth/Age :

06.05.1966

Date of Appointment :

06.04.2009

Date of Cessation:

15.02.2010

 

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

U72300MH2008PTC178983

Servicesource Offshore Technologies Private Limited

Director

17/08/2009

19/11/2008

15/02/2010

Amalgamated

NO

2

U72200MH1996PTC100196

WNS GLOBAL SERVICES PRIVATE LIMITED

Director

30/09/2009

06/04/2009

15/02/2010

Active

NO

 

Name :

Mrs.  Bharat Bhushan Jaisingh 

Designation :

Director

Address:

Qu-206-C, Uttari Pitampura, New Delhi – 110088, Delhi, India

Date of Birth/Age :

30.09.1976

Date of Appointment :

18.02.2009

Date of Cessation:

19.02.2010

 

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

U72200MH1996PTC100196

WNS GLOBAL SERVICES PRIVATE LIMITED

Director

30/09/2009

18/02/2009

19/02/2010

Active

NO

 

 

Name :

Mr. Anup Kumar Gupta

Designation :

Director

Address:

56, 14 Floor, Venus Block F R G Thadani Marg Worli, Mumbai – 400018, Maharashtra, India

Date of Birth/Age :

26.05.1972

Date of Appointment :

08.07.2005

Date of Cessation:

26.03.2010

 

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

U72200MH1996PTC100196

WNS GLOBAL SERVICES PRIVATE LIMITED

Director

08/07/2005

08/07/2005

26/03/2010

Active

NO

2

U72900MH2003PTC189790

WNS Customer Solutions Shared Services Private Limited

Director

29/09/2008

10/07/2008

01/12/2008

Amalgamated

NO

3

U73900MH1998PTC116053

NETMAGIC SOLUTIONS PRIVATE LIMITED

Director

07/09/2010

07/09/2010

-

Active

NO

4

U41000MH2010FTC208464

Jaldhara Technologies Private Limited

Director

30/09/2010

30/09/2010

-

Active

NO

 

 

Name :

Mr. Lyndon Henry Rodrigues

Designation :

Director

Address:

62, Clarendon Road, Ashford Middlesex, United Kingdom TW152QE

Date of Birth/Age :

09.12.1963

Date of Appointment :

22.05.2009

Date of Cessation:

21.09.2010

 

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

U72200MH1996PTC100196

WNS GLOBAL SERVICES PRIVATE LIMITED

Director

30/09/2009

22/05/2009

21/09/2010

Active

NO

 

 

KEY EXECUTIVES

 

Name :

Mr. Satnam Chawla

Designation :

Secretary

Address:

Flat No.501, Wing D Gayatri Avenue Thakur Complex, Kandivali, Mumbai – 400101, Maharashtra, India 

Date of Birth/Age :

09.12.1971

Date of Appointment :

08.09.2008

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

AS ON 24.09.2010

 

Names of Shareholders

No. of Shares

WNS Global Services (UK) Limited, United Kingdom

1

WNS (Mauritius) Limited, Mauritius

1015245

WNS Customer Solutions (Singapore) Private Limited, Singapore

202668

Total

1217914

 

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]

 

100.00

 

Total

100.00

 

 

BUSINESS DETAILS

 

Line of Business :

The company is engaged in providing a variety of business process outsourcing services including back office, administrative services and call center services to customers primarily in the Airline and insurance Industries.

 

 

GENERAL INFORMATION

 

Bankers :

HSBC Bank Limited, 52/60 M G Road, Fort, Mumbai, Maharashtra, India

 

 

Facilities :

 

UNSECURED LOAN

31.03.2010

Rs. In Millions

31.03.2009

Rs. In Millions

Loan from fellow subsidiaries

(Amount Payable in One Year)

334.222

11.468

Total

334.222

11.468

 

 

 

Banking Relations :

--

 

 

Auditors :

 

Name :

S R Batliboi and Associates

Chartered Accountant

Address :

6th Floor, Express Towers, Nariman Point, Mumbai 400021, Maharashtra, India

Tel. No.:

91-22-22876485 / 6

Fax No.:

91-22-22876401

 

 

Ultimate holding company: (AS ON 31.03.2009)

WNS (Holdings) Limited

 

 

Holding company:

(AS ON 31.03.2009)

WNS (Mauritius) Limited, Mauritius

 

 

Fellow subsidiaries:

 (AS ON 31.03.2009)

  • WNS Global Services (UK) Limited, United Kingdom
  • WNS Customer Solutions (Sri Lanka) Private Limited
  • NTrance Customer Services Private Limited (Ntrance)
  • WNS North America INC
  • WNS Mortgage Services Private Limited
  • WNS Global Services (Sri Lanka) Private Limited
  • Marketics Technologies India Private Limited
  • WNS Workflow Technologies Limited
  • First Offshoring Technologies Private Limited

 

 

CAPITAL STRUCTURE

 

AS ON 31.03.2010

Authorised Capital :

 

No. of Shares

Type

Value

Amount

7337000

Equity Shares

Rs. 100/-each

Rs.733.700 millions

 

 

 

 

 

Issued, Subscribed & Paid-up Capital :

 

No. of Shares

Type

Value

Amount

1218914

Equity Shares

Rs. 100/-each

Rs.121.891 millions

 

 

 

 

 

(All the above shares are held by WNS (Mauritius) Limited and It’s nominee)

 

Of the above:

 

1.        275914 shares have been issued as fully paid for consideration other than cash.

2.        57000 shars extinguished under buy back scheme

 

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

121.891

100.000

100.000

2] Share Application Money

0.000

0.000

0.000

3] Reserves & Surplus

4618.559

4312.630

1929.727

4] (Accumulated Losses)

0.000

0.000

0.000

NETWORTH

4740.450

4412.630

2029.727

LOAN FUNDS

 

 

 

1] Secured Loans

0.000

0.000

0.000

2] Unsecured Loans

334.222

11.468

0.000

TOTAL BORROWING

334.222

11.468

0.000

DEFERRED TAX LIABILITIES

0.000

0.000

0.000

CONSIDERATION-Share Purchases, Capital to be issued

0.000

674.914

0.000

 

 

 

 

TOTAL

5074.672

5099.012

2029.727

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

1682.582

2119.401

1581.434

Capital work-in-progress

48.195

107.017

31.081

 

 

 

 

INVESTMENT

0.000

457.682

0.000

DEFERREX TAX ASSETS

429.708

350.313

126.581

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

0.000
0.000
0.000

 

Sundry Debtors

3816.917
4077.844
2444.646

 

Cash & Bank Balances

515.182
747.873
305.406

 

Other Current Assets

136.966
164.440
57.121

 

Loans & Advances

2373.024
2182.961
1441.104

Total Current Assets

6842.089
7173.118
4248.277

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

 

Sundry Creditors

68.032
150.557
38.622

 

Current Liabilities

3493.446
4662.936
3824.438

 

Provisions

375.511
295.026
103.673

Total Current Liabilities

3936.989
5108.519
3966.733

Net Current Assets

2905.100
2064.599
281.544

 

 

 

 

MISCELLANEOUS EXPENSES

0.000

0.000

0.000

GOODWILL

9.087

0.000

9.087

 

 

 

 

TOTAL

5074.672

5099.012

2029.727

 

PROFIT & LOSS ACCOUNT

 

 

PARTICULARS

31.03.2010

31.03.2009

31.03.2008

 

SALES

 

 

 

 

 

TOTAL                                    

12195.426

12447.514

7849.530

 

 

 

 

 

Less

EXPENSES

 

 

 

 

 

TOTAL                                    

NA

NA

NA

 

 

 

 

 

 

PROFIT BEFORE TAX

1759.235

1615.925

681.153

 

 

 

 

 

Less

TAX                                                                 

(72.136)

(53.057)

21.236

 

 

 

 

 

 

PROFIT AFTER TAX

1831.371

1668.982

659.917

 

 

 

 

 

 

EARNINGS IN FOREIGN CURRENCY

 

 

 

 

 

Export Earnings

NA

NA

7586.322

 

 

 

 

 

 

IMPORTS

 

 

 

 

 

Capital Goods

NA

NA

339.467

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2010

31.03.2009

31.03.2008

PAT / Total Income

(%)

15.02
13.40
8.40

 

 

 
 
 

Net Profit Margin

(PBT/Sales)

(%)

NA
NA
NA

 

 

 
 
 

Return on Total Assets

(PBT/Total Assets}

(%)

20.63
17.38
11.68

 

 

 
 
 

Return on Investment (ROI)

(PBT/Networth)

 

0.37
0.37
0.33

 

 

 
 

 

Debt Equity Ratio

(Total Liability/Networth)

 

0.90
1.31
1.95

 

 

 
 
 

Current Ratio

(Current Asset/Current Liability)

 

1.74
1.40
1.07

 

 

LOCAL AGENCY FURTHER INFORMATION

 

Sundry Creditors Details

 

Rs. In Millions

Particulars

31.03.2010
31.03.2009
31.03.2008

Sundry Creditors

68.032
150.557
38.622

 

Scheme of Amalgamation

 

As reported in the Directors’ report for the year 2008-09, under a restructuring plan of the WNS Group, the Company purchased all outstanding shares of the following WNS Group companies, Marketics Technologies (India) Private Limited (‘MTIPL’), NTrance Customer Services Private Limited (‘NTCSPL’), Customer Operational Services (Chennai) Private Limited (‘COSPL’), Noida Customer Operations Private Limited (‘NCOPL’), WNS Customer Solutions Private Limited (‘WNS CSPL’) and WNS Customer Solutions Shared Services Private Limited (‘WNS CSSSPL’), WNS Workflow Technologies (India) Private Limited (‘WNS WTIPL’).

 

Consequent to the above acquisition of shares of MTIPL, NTCSPL, COSPL, NCOPL, WNS CSPL, WNS CSSSPL and WNS WTIPL (together ‘transferor companies’) became wholly owned subsidiaries of the Company.

 

Subsequently, Scheme of Amalgamation of the erstwhile transferor companies with the Company (“Scheme”) under sections 391 to 394 of the Companies Act, 1956, as approved by the Board of Directors of the Company in a duly convened meeting held on 14th April 2009 and sanctioned by the Hon’ble High Court of Mumbai vide order dated 11th August, 2009, has come in to effect on 27th August, 2009 from the appointed date April 1, 2007. The Scheme has helped in consolidating the business process outsourcing services in to the Company for better focus, control and management.

 

In November 2009, under a further restructuring plan of the WNS Group, the Company purchased all outstanding shares of the following WNS Group companies:

 

a.       First Offshoring Technologies Private Limited (‘FOTPL’) – acquired from WNS (Mauritius) Limited at an aggregate consideration of Rs. INR 174.500 Millions

b.       Service source Offshore Technologies Private Limited (‘SOTPL’) - acquired from WNS (Mauritius) Limited at an aggregate consideration of INR 55.900 Millions.

c.       c.  Hi-Tech Offshoring Services Private Limited (‘HOSPL’), - acquired from WNS (Mauritius) Limited at an aggregate consideration of INR 0.01 Millions.

 

Consequent to the above acquisition of shares of FOTPL, SOTPL and HOSPL (together ‘transferor companies’) became wholly owned subsidiaries of the Company. The transferor companies were also engaged in providing a variety of business process outsourcing services.

 

Subsequently, Scheme of Amalgamation of the erstwhile transferor companies with the Company (“Scheme”) under sections 391 to 394 of the Companies Act, 1956, as approved by the Board of Directors of the Company in a duly convened meeting held on 19th November 2009 and sanctioned by the Hon’ble High Court of Mumbai vide order dated 25th March 2010, has come in to effect on 31st March 2010 from the appointed date April 1, 2008 for FOTPL and SOTPL and 8th April 2008 for HOSPL. The Scheme has helped in consolidating the business process outsourcing services in to the Company for better focus, control and management.

 

Buyback of equity shares of the Company

 

During the year under review, the Company pursuant to Sec 77A of the Companies Act, 1956, announced and completed the buyback of 57,000 fully paid-up equity shares, representing 4.47% of the paid up equity share capital of the Company of face value of Rs.100/-each through fixed price tender offer in accordance with the provisions of Private Limited Company and Unlisted Public Limited Company (Buy-Back of Securities) Rules, 1999 (“the Regulation”) from the existing shareholders of the Company at a price of Rs. 19,223.78 per share payable in cash. The offer aggregated to Rs. 1095.800 Millions (“Offer Size”) representing 24.83% of the paid up capital and free reserves of the Company as on 31st March 2009.

 

With the filing of necessary documents with the ROC and subsequent cancellation of shares held with the Central Depository Services (India) Limited, the said Buyback of shares was consummated on 4th January 2010. The paid up capital of the Company Consequent to the buyback of shares, is now Rs.121.891 Millions.

 

 

FORM 8

 

Name of the company

WNS GLOBAL SERVICES PRIVATE LIMITED

Presented By

HSBC Bank Limited,

Address:52/60 M G Road, Fort, Mumbai, Maharashtra, India

1) Date and description of instrument creating the change

Deed of Hypothecation dated 29.10.2002

2) Amount secured by the charge/amount owing on the securities of charge

Rs. 370.000millions

3) Short particular of the property charged. If the property acquired is subject to charge, date of the acquired of the property should be given

Company’s Present and future Book Debts, Outstanding monies received.

4) Gist of the terms and conditions and extent and operation of the charge.

In consideration of loan and any other banking facilities sanctioned/to be sanctioned by the bank to the company, the company has hypothecated and charged to the bank by way of first charge as a continuing security, the assets mentioned in Items no  3 above to secure the repayment of the advances together with interest cost and all other charges. Interest at the rate of shall be payable by the company, subject however that the bank shall have the right to change the rate of interest after giving notice to the company. The company shall maintain such margin of securities as many be spacified by the bank from time to time. In case of the company fails to fulfill its obligations under the agreement, the bank shall be entitled to take possession of the hypothecated properties and sell them by public auction or private contract and utilize the proceeds in full or part settlement of its claims.

5) Name and Address and description of the person entitled to the charge.

HSBC Bank Limited,

Address:52/60 M G Road, Fort, Mumbai, Maharashtra, India

 

Fixed Assets:

  • Leasehold Improvement
  • Computer
  • Furniture and Fixtures
  • Equipment and Fittings
  • Generators
  • Vehicles

 

BOARD OF DIRECTORS:

 

Eric B. Herr · Chairman

Mr. Eric Herr serves as the Chairman of the Board. Mr. Herr became a member of the board of directors with the completion of the company’s initial public offering in 2006. Formerly, Mr. Herr has been director of Taleo Corporation and chief financial officer of Autodesk, Inc. Mr. Herr received a Master of Arts degree in Economics from Indiana University and a Bachelor of Arts degree in Economics from Kenyon College.


Keshav Murugesh · Chief Executive Officer

Mr. Murugesh serves as their Chief Executive Officer and a member of their Board of Directors. Based in Mumbai, Mr. Murugesh is responsible for executing their business strategy and directing the overall performance and growth of their organization. Prior to joining WNS, he served as the President and Chief Executive Officer of Syntel Inc. where Mr. Murugesh was responsible for the company's global IT services and knowledge process outsourcing (KPO) businesses. Prior to being named CEO, he served as COO, President and CFO, during which time the company's global work force, revenue, EPS and market capitalization grew significantly. Prior to joining Syntel as CFO in 2002, he held a range of progressively responsible senior management posts at conglomerate ITC Limited, an affiliate of BAT plc. Mr. Murugesh holds a Bachelor's Degree of Commerce and is a Fellow of The Institute of Chartered Accountants of India. He is a frequent industry speaker and serves as the Chairman of SIFE (Students in Free Enterprise) India, which is a global organization involved in educational outreach projects in partnership with businesses across the globe.


Albert Aboody · Director

Mr. Albert Aboody was appointed to our board of directors in June 2010 as an independent director. He is also serving as chairman of the Audit Committee of the Board. Mr. Aboody was an Audit Partner at KPMG LLP (U.S.) where he worked on significant client assignments and participated in the establishment of policies and overseeing of professional practice accounting and auditing matters as a member of the firm’s National Office. In this capacity he also reviewed filings by registrants with the U.S. Securities and Exchange Commission (SEC) and engaged in discussions with the SEC on accounting and auditing issues affecting KPMG clients. He has also served on the Advisory Board of KPMG India, as its Deputy Chairman and as head of its audit department. He co-authored the chapter on SEC Reporting Requirements appearing in the 2001-2008 annual editions of the Corporate Controller’s Manual. Mr. Aboody is a member of the American Institute of Certified Public Accountants, he was a Post-graduate Research Scholar at Cambridge University and he received a Bachelor of Arts degree from Princeton University.


Richard Bernays · Director

Mr. Bernays joined the Board in 2006 as an independent director. Prior to his retirement in 2001, Mr. Bernays held several leadership positions at Old Mutual, plc, a London-based international financial services company, and most recently served as Chief Executive of Old Mutual International. He has also held senior executive positions at Jupiter Asset Management, Hill Samuel Asset Management and Mercury Asset Management. Mr. Bernays currently serves on several boards including Hermes Pensions Management, Trinity College, Oxford, Save the Children Fund and Royal College of Obstetricians and Gynecologists. He was educated at Eton and Trinity College, Oxford.


Sir Anthony Greener · Director

Sir Anthony Armitage Greener was appointed to our board of directors in 2007. Sir Anthony is based in London and is the Chairman of the Qualifications and Curriculum Authority. He formerly served as Deputy Chairman of British Telecom and Chairman of Diageo plc. Prior to that, he was the Chairman and Chief Executive of Guinness plc and the Chief Executive Officer of Dunhill Holdings. Sir Anthony was also previously appointed on the board of directors of Robert Mondavi, Louis Vuitton Moët Hennessy, Reed International and Reed Elsevier plc. He is presently a independent director of Williams Sonoma. Sir Anthony was honored with a knighthood in 1999 for his services to the beverage industry.


Deepak S. Parekh · Director

Mr. Parekh became a member of the board of directors with the completion of the company’s initial public offering in 2006. He currently serves as the chairman and chief executive officer of Housing Development Finance Corporation Limited (HDFC), based in India. He also serves as a director on the board of several companies such as Siemens Limited, HDFC Chubb General Insurance Company Limited, HDFC Standard Life Insurance Company Limited, HDFC Asset Management Company Ltd and The Indian Hotels Company Limited. Formerly he was on the board of ICI India Limited, National Thermal Power Corporation, The Dharamsi Morarji Chemicals Company Limited, Pathfinder Investment Company Private Limited, Automart India Limited and Asset Reconstruction Company (I) Limited.  For his contributions to the fields of trade and industry, Mr. Parekh was awarded “Businessman of the Year” in 1996 from Business India magazine and “Padma Bhushan” in 2006. The “Padma Bhushan” is an award conferred by the President of India and given for distinguished services in any field. Mr. Parekh holds a Bachelor of Commerce degree from Bombay University and is designated as Chartered Financial Accountant from England and Wales.


Jeremy Young · Director

Nominated by Warburg Pincus, Mr. Young was appointed to the board of directors in 2004. He focuses on business services and is also a director of WP Maverick Limited, Fibernet Communications and Warburg Pincus Roaming II S.A.. He previously held various positions at Baxter Healthcare International, Booz, Allen and Hamilton International and Cellular Transplant / Cytotherapeutics before joining Warburg Pincus in 1992. Mr. Young holds a Master of Arts degree in English from Cambridge University and a Master of Business Administration from Harvard Business School.

Press Release:

WNS Announces Cessation of Change of Control Discussions

NEW YORK, NY and MUMBAI, INDIA, Sep 17, 2009 (MARKETWIRE via COMTEX) -- WNS (Holdings) Limited (NYSE: WNS), a leading provider of global business process outsourcing (BPO) services, today announced that the Board of Directors of the Company has completed its consideration of the expressions of interest received from interested parties regarding a possible change of control transaction, and has decided not to pursue further discussion.

The Board also noted that management is focused on performance which continues to be in line with the guidance reiterated in the last earnings call.

About WNS

WNS is a leading global business process outsourcing company. Deep industry and business process knowledge, a partnership approach, comprehensive service offering and a proven track record enable WNS to deliver business value to some of the leading companies in the world. WNS is passionate about building a market-leading company valued by our clients, employees, business partners, investors and communities. For more information, visit www.wns.com

Safe Harbor Statement under the provisions of the United States Private Securities Litigation Reform Act of 1995

This news release contains forward-looking statements, as defined in the safe harbor provisions of the US Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements regarding our pending prepayment and scheduled payment on our loan facility as well as potential prepayment on the loan facility in the future. These statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from those that may be projected by these forward-looking statements. These risks and uncertainties include but are not limited to technological innovation; telecommunications or technology disruptions; future regulatory actions and conditions in our operating areas; our dependence on a limited number of clients in a limited number of industries; our ability to attract and retain clients; our ability to expand our business or effectively manage growth; our ability to hire and retain enough sufficiently trained employees to support our operations; negative public reaction in the US or the UK to offshore outsourcing; regulatory, legislative and judicial developments; increasing competition in the business process outsourcing industry; political or economic instability in India, Sri Lanka and Jersey; worldwide economic and business conditions, including a slowdown in the US and Indian economies and in the sectors in which our clients are based and a slowdown in the BPO and IT sectors world-wide; our ability to successfully grow our revenues, expand our service offerings and market share and achieve accretive benefits from our acquisition of Aviva Global Services Singapore Private Limited and our master services agreement with Aviva Global Services (Management Services) Private Limited; our ability to successfully consummate strategic acquisitions, as well as other risks detailed in our reports filed with the US Securities and Exchange Commission. These filings are available at www.sec.gov. We may, from time to time, make additional written and oral forward-looking statements, including statements contained in our filings with the Securities and Exchange Commission and our reports to shareholders. You are cautioned not to place undue reliance on these forward-looking statements, which reflect management's current analysis of future events. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

PRESS RELEASE

WNS Wins the Maharashtra State IT Award 2010

Recognized for generating employment in tier II city - Nashik

 

MUMBAI, INDIA, Aug 24, 2010 (MARKETWIRE via COMTEX) --WNS (Holdings) Limited (NYSE: WNS), a leading provider of global business process outsourcing services, has been honored with the prestigious Maharashtra State IT Award 2010 in the Special Category by the Directorate of Industries, Government of Maharashtra. Honorable Chief Minister of Maharashtra, Mr. Ashok Chavan, presented the award, at a function held in Mumbai on Friday, August 20, 2010.

 

WNS was recognized for its center in Nasik, where the company has generated employment for over 1000 people in a tier II city, Nashik, in India.

 

"We are honored to be bestowed with this esteemed award and are grateful to the Government of Maharashtra for the encouragement by recognizing our efforts. The efforts by State Government of Maharashtra to promote the IT/ITES industry in the state have been instrumental in the growth of our company. WNS started its operations in Mumbai in 1996 and soon was able to expand its operations to other cities in the state - Pune and Nasik," said Keshav R. Murugesh, Group CEO, WNS Global Services. "WNS recognized the issues arising out of a large concentration of BPO units in Tier-I cities early on and setup operations in Nasik in 2004, where a vast pool of talent is available."

 

The state of Maharashtra has instituted the 'Maharashtra Information Technology Awards' to commemorate birth anniversary of the late Prime Minister of India, Shri Rajiv Gandhi. The awards are presented each year, on the Information Technology day - August 20, aimed at felicitating companies in the State of Maharashtra for their contribution and outstanding performance during the year. The effort is toward promoting entrepreneurship, IT/ITES industry development and employment in the state.

 

About WNS

 

WNS is a leading global business process outsourcing company. Deep industry and business process knowledge, a partnership approach, comprehensive service offering and a proven track record enable WNS to deliver business value to some of the leading companies in the world. WNS is passionate about building a market-leading company valued by our clients, employees, business partners, investors and communities. For more information, visit www.wns.com

 

WNS Safe Harbor Statement under the provisions of the United States Private Securities Litigation Reform Act of 1995

 

These forward-looking statements are based on our current expectations, assumptions, estimates and projections about our Company and our industry. The forward-looking statements are subject to various risks and uncertainties. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "anticipate," "believe," "estimate," "expect," "intend," "will," "project," "seek," "should" and similar expressions. Those statements include, among other things, the discussions of our business strategy and expectations concerning our market position, future operations, margins, profitability, liquidity and capital resources. We caution you that reliance on any forward-looking statement involves risks and uncertainties, and that although we believe that the assumptions on which our forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and, as a result, the forward-looking statements based on those assumptions could be materially incorrect. These factors include but are not limited to worldwide economic and business conditions; political or economic instability in the jurisdictions where we have operations; regulatory, legislative and judicial developments; our ability to attract and retain clients technological innovation; telecommunications or technology disruptions; future regulatory actions and conditions in our operating areas; our dependence on a limited number of clients in a limited number of industries; our ability to expand our business or effectively manage growth; our ability to hire and retain enough sufficiently trained employees to support our operations; negative public reaction in the US or the UK to offshore outsourcing; increasing competition in the BPO industry; our ability to successfully grow our revenue, expand our service offerings and market share and achieve accretive benefits from our acquisition of Aviva Global Services Singapore Pte. Limited (which we have renamed as WNS Customer Solutions (Singapore) Private Limited following our acquisition), or Aviva Global, and our master services agreement with Aviva Global Services (Management Services) Private Limited; and our ability to successfully consummate strategic acquisitions. These and other factors are more fully discussed in our annual report on Form 20-F for the fiscal year ended March 31, 2010 filed with the U.S. Securities and Exchange Commission which is available at www.sec.gov. In light of these and other uncertainties, you should not conclude that we will necessarily achieve any plans, objectives or projected financial results referred to in any of the forward-looking statements. Except as required by law, we do not undertake to release revisions of any of these forward-looking statements to reflect future events or circumstances.

 

 


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.49.17

UK Pound

1

Rs.77.49

Euro

1

Rs.67.96

 


 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

5

PAID-UP CAPITAL

1~10

6

OPERATING SCALE

1~10

7

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

8

--PROFITABILIRY

1~10

8

--LIQUIDITY

1~10

8

--LEVERAGE

1~10

7

--RESERVES

1~10

8

--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

 

64

 

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

 

 

 

 

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.