MIRA INFORM REPORT

Report Date :

19.09.2011

IDENTIFICATION DETAILS

Name :	DELL INTERNATIONAL SERVICES INDIA PRIVATE LIMITED
Registered Office :	Divyashree Greens, Ground Floor, # 12/1A and 13/1A, Ghallaghatta Village, Varthur, Bangalore-560001, Karnataka
Country :	India
Financials (as on) :	31.03.2010
Date of Incorporation :	28.06.2000
Com. Reg. No.:	08-027352
Capital Investment / Paid-up Capital :	Rs.61.455 Millions
CIN No.: [Company Identification No.]	U72200KA2000PTC027352
TAN No.: [Tax Deduction & Collection Account No.]	BLRD01001A
PAN No.: [Permanent Account No.]	AABCD1741M
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturer, Importer and Exporter of computer systems including PCS, Desk Tops, Note Books, Servers, Work Stations etc.
No. of Employees :	100 [Approximately]

RATING & COMMENTS

MIRA’s Rating :

Aa (73)

RATING		STATUS	PROPOSED CREDIT LINE
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

Maximum Credit Limit :	USD 32000000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a well established and reputed company having fine track. Available information indicates high financial responsibility of the company. 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 :	Divyashree Greens, Ground Floor, # 12/1A and 13/1A, Ghallaghatta Village, Varthur, Bangalore-560001, Karnataka, India
Tel. No.:	91-80-51177049
Fax No.:	91-80-25357309
E-Mail :	info@dellindia.com; gurumurthy_raman@dell.com info@dell.co.in raghavan@conscientia.in priya_mahadevan@dell.com
Website :	http://www.dell.com ; http://www.dellindia.com; http://www.dell.co.in
Corporate Office:	#12/1, Divyasri Green, Inner Ring Road, Domlur, Bangalore-560071, Karnataka, India
Tel No.:	91-80-28419110
Fax No.:	91-80-25357321
Factory :	No. 7, Road No. 2, EPIP, Whitefield, Bangalore-560048, Karnataka , India
Tel. No.:	91-80-8419110 / 8419115
Fax No.:	91-80-8412582
Area :	25000 sq. ft.
Location :	Rented
Branches :	Located at: · Bangalore · Pune · Mumbai, · Delhi · Hyderabad

DIRECTORS

Name :

Mr. Lakshminarayanan Ganapathy Subramanian

Designation :

Managing Director

Address :

No. 386, Adarsh Palm Meadows, Ramagondnahalli Near Sigma Tech Park, Varathur Road, Bangalore-560066, Karnataka, India

Date of Birth/Age :

31.05.1968

Date of Appointment :

10.07.2007

Din No.:

01828104

Other Directorship:

S. No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Company Status	Defaulting status
1	U72200KA2000PTC027352	DELL INTERNATIONAL SERVICES INDIA PRIVATE LIMITED	Managing director	20-11-07	10-07-07	Active	NO
2	U00892PN2006PTC022300	ACS INFOSOLUTONS PRIVATE LIMITED	Director	04-10-07	20-08-07	Strike off	NO
3	U74999KA1996FTC055568	PEROT SYSTEMS TSI (INDIA) PRIVATE LIMITED	Managing director	18-07-11	21-03-11	Active	NO

Name :

Mr. Dinesh Narasimha Pai

Designation :

Director

Address :

A-305, Admirality Square Off 13^th Cross, 6^th Main Hal 11, Near ESI Hospital, Indira Nagar, Bangalore-560008, Karnataka, India

Date of Birth/Age :

12.10.1964

Date of Appointment :

05.11.2008

Date of Ceasing:

14.09.2010

Din No.:

02399317

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	U72200KA2000PTC027352	DELL INTERNATIONAL SERVICES INDIA PRIVATE LIMITED	Director	30-09-09	05-11-08	14-09-10	Active	NO
2	U00892PN2006PTC022300	ACS INFOSOLUTONS PRIVATE LIMITED	Director	26-06-09	05-12-08	-	Strike off	NO

Name :

Mr. Shirley Ann Creed

Designation :

Director

Address :

24, Jacradna House, Woburn Hill Park, Addlestone-KT152NZ, United Kingdom

Date of Birth/Age :

09.12.1957

Date of Appointment :

22.01.2008

Din No.:

02054091

Other Directorship:

S. No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Company Status	Defaulting status
1	U72200KA2000PTC027352	DELL INTERNATIONAL SERVICES INDIA PRIVATE LIMITED	Director	19-09-08	22-01-08	Active	NO

Name :

Mr. Anand Ramanarayanan

Designation :

Director

Address :

102, Vars Ferndale Kodihalli, 1^st Main Road, Off 80 Feet Road, Hal 11 Stage BG, Bangalore-560008, Karnataka, India

Date of Birth/Age :

20.05.1964

Date of Appointment :

03.07.2008

Din No.:

02283498

Other Directorship:

S. No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Company Status	Defaulting status
1	U72200KA2000PTC027352	DELL INTERNATIONAL SERVICES INDIA PRIVATE LIMITED	Alternate director	03-07-08	03-07-08	Active	NO
2	U00892PN2006PTC022300	ACS INFOSOLUTONS PRIVATE LIMITED	Alternate director	03-07-08	03-07-08	Strike off	NO

Name :

Mr. Vijay Kumar Bharadwaj

Designation :

Whole Time Director

Address :

87 Palm Meadows, Phase I, Ramgondana Halli, Whitefield Road, Bangalore-560066, Karnataka, India

Date of Birth/Age :

16.04.1955

Date of Appointment :

14.09.2010

Din No.:

03177386

Other Directorship:

S. No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Company Status	Defaulting status
1	U72200KA2000PTC027352	DELL INTERNATIONAL SERVICES INDIA PRIVATE LIMITED	Whole-time director	27-09-10	14-09-10	Active	NO
2	U74999KA1996FTC055568	PEROT SYSTEMS TSI (INDIA) PRIVATE LIMITED	Director	18-07-11	21-03-11	Active	NO

KEY EXECUTIVES

Name :	Ms. Priya Mahadevan
Designation :	Secretary
Address :	No. 411, Vanshe Solitaire, 4^th Main Chinnappanahalli, Marthahalli, Bangalore-560037, Karnataka, India
Date of Birth/Age :	02.03.1979
Date of Appointment :	12.11.2008
Pan No.:	AIUPM2365E

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

Names of Shareholders	No. of Preferences Shares	No. of Equity Shares
Dell International LLC, Delaware USA	--	2262501
Dell International Holdings Viii B V, The Netherlands	--	1
Dell Products Ireland, Ireland	3883018	--
Total	3883018	2262502

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 :	Manufacturer, Importer and Exporter of computer systems including PCS, Desk Tops, Note Books, Servers, Work Stations etc.
Brand Names :	'Dell’

GENERAL INFORMATION

No. of Employees :	100 [Approximately]
Bankers :	Citibank NA, Bangalore, Karnataka, India

Banking Relations :	--
Auditors :
Name :	Price Waterhouse and Company Chartered Accountant
Address :	5^th Floor, Tower D, The Millenia 1 and 2, Murphy Road, Ulsoor, Bangalore-560008, Karnataka, India
Holding Company:	Dell International LLC, USA
Ultimate Holding Company:	Dell Inc. USA
Fellow Subsidiary:	Dell Asia Pacific Sdn., Malaysia (DAP) Dell Computer Asia Pte Limited, Singapore (DCA) Dell Director Ireland (DDD) Dell Products, Ireland (DPI) Dell Products (Europe) BV, Netherlands (DPU) Dell Canada Inc., Canada (DCI) Dell Australia Pty Limited, Australia Dell (China) Company Limited, China Dell Computer International (II – Comercio de Computadors, Sociedade Unipessoal, Lda) (DCP) Dell India Private Limited, India (DIPL) Dell Xiamen Company Limited, China Dell International Services Phillipines, Ince. (DISP) Dell Global BV Singapore (DGBV) Dell Solutions UK Limited (DSU) Dell Computer Taiwan BV, Taiwan (DCT)

CAPITAL STRUCTURE

As on 31.03.2010

Authorised Capital :

No. of Shares	Type	Value	Amount
3262502	Equity Shares	Rs.10/- each	Rs.32.625 Millions
7987498	Preferences Shares	Rs.10/- each	Rs.79.875 Millions
	Total		Rs.112.500 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
2262502	Equity Shares	Rs.10/- each	Rs.22.625 Millions
3883018	Preferences Shares	Rs.10/- each	Rs.38.830 Millions
	Total		Rs.61.455 Millions

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		61.455	61.455	61.455
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		7965.754	7153.737	4997.608
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		8027.209	7215.192	5059.063
LOAN FUNDS
1] Secured Loans		0.000	0.000	0.000
2] Unsecured Loans		0.000	0.000	0.000
TOTAL BORROWING		0.000	0.000	0.000
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		8027.209	7215.192	5059.063
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		1021.420	1351.199	1833.590
Capital work-in-progress		7.086	3.324	11.877
INVESTMENT		0.000	0.000	0.000
DEFERREX TAX ASSETS		369.777	339.494	226.368
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	0.000	0.000	0.000
	Sundry Debtors	5766.339	3799.771	2601.223
	Cash & Bank Balances	987.278	1858.568	796.265
	Other Current Assets	613.055	612.929	675.057
	Loans & Advances	891.812	814.872	490.147
Total Current Assets		8258.484	7086.140	4562.692
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	330.255	313.248
	Other Current Liabilities	851.340	963.413	1113.932
	Provisions	447.963	288.304	461.532
Total Current Liabilities		1629.558	1564.965	1575.464
Net Current Assets		6628.926	5521.175	2987.228
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		8027.209	7215.192	5059.063

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2010	31.03.2009	31.03.2008
	SALES
		Income
		Other Income
		TOTAL	12518.494	12715.158	13729.000
Less	EXPENSES
		Exceptional and Prior Period Items	360.720	159.000	43.000
		Other Expenditure	11030.508	10385.508	11344.000
		TOTAL	11391.228	10544.508	11387.000
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION		0.000	0.000	2342.000
Less/ Add	DEPRECIATION/ AMORTISATION		0.000	0.000	985.000
	PROFIT BEFORE TAX		1127.266	2170.650	1357.000
Less	TAX		304.717	14.521	38.000
	PROFIT AFTER TAX		822.549	2156.129	1319.000
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		5251.058	3094.929	NA
Less	APPROPRIATIONS
		Proposed Preferences Dividend	10.532	0.000	NA
	BALANCE CARRIED TO THE B/S		6063.075	5251.058	NA
	EARNINGS IN FOREIGN CURRENCY
		Call Centre* (Includes exceptional income of Rs.360720 millions)	6224.896	6392.718	7325.198
		IT Support	4940.893	4213.005	4811.389
		Shared Services*	1369.171	1360.383	1607.215
		Sale of Fixed Assets	0.000	21.238	96.040
		Miscellaneous Income	0.000	10.321	0.000
	TOTAL EARNINGS		12534.960	11997.665	13839.842
	IMPORTS
		Capital Goods	433.998	398.420	853.167
	TOTAL IMPORTS
	Earnings Per Share (Rs.)		362.35	951.78	582.15

KEY RATIOS

PARTICULARS		31.03.2010	31.03.2009	31.03.2008
PAT / Total Income	(%)	6.57	16.96	9.61
Return on Total Assets (PBT/Total Assets}	(%)	12.15	25.73	21.22
Return on Investment (ROI) (PBT/Networth)		0.14	0.30	0.27
Debt Equity Ratio (Total Liability/Networth)		0.20	0.22	0.31
Current Ratio (Current Asset/Current Liability)		5.07	4.53	2.90

LOCAL AGENCY FURTHER INFORMATION

OPERATIONS REVIEW

During the year, the Company has achieved a total income of Rs. 12518.494 Millions as against Rs. 12715.158 Millions during previous financial year and has earned a net profit of Rs. 822.549 Millions as against a net profit of Rs. 2156.129 Millions during the previous financial year.

AMALGAMATION OF THE COMPANY WITH PEROT SYSTEMS TSI (INDIA) PRIVATE LIMITED

Dell Group had acquired Perot all over the world. As part of restructuring business of Dell in India, it was decided to consolidate its holdings and business in India. Hence, it is proposed that Perot Systems Business Process Solutions India Private Limited and M/S. Dell International Services Private Limited be amalgamated with M/S. Perot Systems TSI (India) Private Limited ("the Company"). The Board of Directors subject to the approval of the Shareholders, Creditors and the High Court of Karnataka at its Meeting held on September 23, 2010 has approved the merger of the Company with Perot Systems Business Process Solutions India Private Limited.

ACQUISITION OF BUSINESS OF OCARINA NETWORK INDIA PRIVATE LIMITED

The Company proposes to acquire the business of Ocarina Networks India Private Limited, a STPI registered unit located in Hyderabad, providing IT Support Services as a going concern on an "as is where is basis". The Board at its Meeting held on September 23, 2010 has approved the said Business Transfer from Ocarina Networks India Private Limited to the Company.

CONTINGENT LIABILITIES:

Particulars	31.03.2010 (Rs. in millions)	31.03.2009 (Rs. in millions)
Bank Guarantees	317.766	16.653
Income Tax Matters	1041.822	661.830
Custom Duty Mattes	0.000	0.790
Other	0.000	2.394
Total	1359.588	681.667

NOTE:

• For the Assessment Year 2004-05 order u/s 143 (3) was issued containing certain adjustments to tax amounting to Rs.166.259 millions appeal against ITAT order by Deputy Commissioner of Income Tax is pending with High Court, Karnataka.

• For the Assessment Year 2005-06 order was issued under rule 44H (4) in response to resolution to by Competent Authority under Mutual Agreement Proceedings.

FIXED ASSETS:

· Land Freehold

· Leasehold Improvements

· Computers Systems

· Machinery and Equipment

· Furniture and Fixtures

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.47.47
UK Pound	1	Rs.74.95
Euro	1	Rs.65.79

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	8
PAID-UP CAPITAL	1~10	8
OPERATING SCALE	1~10	8
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	9
--PROFITABILIRY	1~10	8
--LIQUIDITY	1~10	8
--LEVERAGE	1~10	8
--RESERVES	1~10	9
--CREDIT LINES	1~10	7
--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		73

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.