MIRA INFORM REPORT

Report Date :

14.12.2012

IDENTIFICATION DETAILS

Name :	COMVIVA TECHNOLOGIES LIMITED (w.e.f. 15.04.2009)
Formerly Known As :	BHARTI TELESHOFT LIMITED
Registered Office :	A-26, Info City, Sector – 34, Gurgaon – 122001, Haryana
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	07.05.1999
Com. Reg. No.:	05-041214
Capital Investment / Paid-up Capital :	Rs.217.886 Millions
CIN No.: [Company Identification No.]	U72200HR1999PLC041214
Legal Form :	A Closely Held Public Limited Liability Company
Line of Business :	Provider of integrated Value Added Services Solutions for Mobile Operators.
No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

Ba (53)

RATING		STATUS	PROPOSED CREDIT LINE
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory

Maximum Credit Limit :	USD 6700000
Status :	Good
Payment Behaviour :	Slow and delayed
Litigation :	Clear
Comments :	Subject is a well established and reputed company having fine track. The latest financial of the company are not made available. As per previous year’s record the financial position of the company appears to be sound and healthy. It has achieved better growth in its sales and profits. Trade relations are reported as trustworthy. Business is active. As gathered from market sources the company. Payments are slow and delayed by 90/120 days. The company can be considered normal for business dealings at usual trade terms and conditions with slight caution in view of delay in payments.

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 – June 30, 2012

Country Name	Previous Rating (31.03.2012)	Current Rating (30.06.2012)
India	A1	A1

Risk Category	ECGC Classification
Insignificant	A1
Low	A2
Moderate	B1
High	B2
Very High	C1
Restricted	C2
Off-credit	D

INDIAN ECONOMIC OVERVIEW

India is developing into an open-market economy, yet traces of its past autarkic policies remain. Economic liberalization, including industrial deregulation, privatization of state-owned enterprises, and reduced controls on foreign trade and investment, began in the early 1990s and has served to accelerate the country's growth, which has averaged more than 7% per year since 1997. India's diverse economy encompasses traditional village farming, modern agriculture, handicrafts, a wide range of modern industries, and a multitude of services. Slightly more than half of the work force is in agriculture, but services are the major source of economic growth, accounting for more than half of India's output, with only one-third of its labor force. India has capitalized on its large educated English-speaking population to become a major exporter of information technology services and software workers. In 2010, the Indian economy rebounded robustly from the global financial crisis - in large part because of strong domestic demand - and growth exceeded 8% year-on-year in real terms. However, India's economic growth in 2011 slowed because of persistently high inflation and interest rates and little progress on economic reforms. High international crude prices have exacerbated the government's fuel subsidy expenditures contributing to a higher fiscal deficit, and a worsening current account deficit. Little economic reform took place in 2011 largely due to corruption scandals that have slowed legislative work. India's medium-term growth outlook is positive due to a young population and corresponding low dependency ratio, healthy savings and investment rates, and increasing integration into the global economy. India has many long-term challenges that it has not yet fully addressed, including widespread poverty, inadequate physical and social infrastructure, limited non-agricultural employment opportunities, scarce access to quality basic and higher education, and accommodating rural-to-urban migration.

Source : CIA

RBI DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available RBI Defaulters’ list.

EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of 31-03-2012.

LOCATIONS

Registered Office Branch Office 1 :	A-26, Info City, Sector – 34, Gurgaon – 122001, Haryana
Tel. No.:	91-124-4819000
Fax No.:	91-124-4819777
E-Mail :	compliance@comviva.com komal.singhal@bharti.in
Website :	http://www.comviva.com
Branch Office :	Located at: · Gurgaon · Mumbai
Overseas Office :	Located at: · South Africa · UAE · Singapore · UK · Kenya · Johannesburg · USA

DIRECTORS

As on 27.09.2012

Name :	Mr. Rakesh Bharti Mittal
Designation :	Chairman cum Managing Director
Address :	E – 26, Vasant Marg, Vasant Vihar, New Delhi – 110 057, India
Date of Birth/Age :	18.09.1955
Qualification :	Electronics Engineer
Date of Appointment :	07.05.1999
DIN No.:	00042494
PAN No.:	ABBPM8872C
Name :	Mr. Surendra Kumar Jain
Designation :	Director
Address :	No.34, Adarsh Vista Basavanagar, Vibuthipura, Bangalore – 560 034, Karnataka, India
Date of Birth/Age :	22.04.1972
Qualification :	MBA, B-Tech (Electric Engineering), MS (Electric Engineering)
Date of Appointment :	21.12.2005
DIN No.:	00040730
PAN No.:	AAYPJ1045N
Name :	Mr. Sarvjit Singh Dhillon
Designation :	Director
Address :	102B, 4^th Floor, The Aralias DLF Golf Links, DLF Phase – 5, Gurgaon – 122 009, Haryana, India
Date of Birth/Age :	24.09.1966
Qualification :	BA (Hons), FCIMA, MBA
Date of Appointment :	17.02.2009
DIN No.:	00275924
PAN No.:	AHMPD0730H
Name :	Mr. Mohit Anand Bhatnagar
Designation :	Director
Address :	A-1/19, Shanti Niketan, New Delhi – 110057, New Delhi, India
Date of Birth/Age :	30.06.1969
Qualification :	MBA, MSSE (Fiber Optics & Telecom)
Date of Appointment :	06.09.2007
DIN No.:	00381741
PAN No.:	AFYPB4648E
Name :	Mr. Ambar Sur
Designation :	Whole Time Director
Address :	A1-502, The World Park East, Sector – 41, Gurgaon – 122002, Haryana, India
Date of Birth/Age :	29.09.1967
Qualification :	M.S
Date of Appointment :	29.07.2010
DIN No.:	02750653
PAN No.:	ABAPS5536L
Name :	Mr. Manoranjan Mohapatra
Designation :	Whole Time Director
Address :	House No. C – 121, Belvedete Towers, DLF Phase II, Gurgaon – 122 002, Haryana, India
Date of Birth/Age :	01.04.1962
Qualification :	B.E
Date of Appointment :	29.07.2010
DIN No.:	00043930
PAN No.:	AAIPM0426G

KEY EXECUTIVES

Name :	Mr. Sriram Gopalakrishnan
Designation :	Secretary
Address :	Flat no.1203, Uniworld Gardens, Sohna Road, Gurgaon – 122002, Haryana, India
Date of Birth/Age :	29.07.1969
Date of Appointment :	27.07.2011
PAN No.:	ABYPS2131B

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 27.09.2012

Shareholding Details file attached (Equity Shares)

Names of Shareholders	No. of Preference Shares
Westbridge Ventures II Investment Holdings, Mauritius	4541567
Sequoia Capital Mauritius, Mauritius	1844952
CSI BD Mauritius , Mauritius	1277244
Total	7663763

Equity Share Break up (Percentage of Total Equity)

As on 27.09.2012

Category	Percentage
Venture Capital	3.79
Foreign holdings [Foreign institutional investors, Foreign Companies, Foreign Financial Institutions, Non-resident Indian or Overseas corporate bodies or others]	0.37
Bodies corporate	77.32
Directors or relatives of directors	5.87
Other top fifty shareholders	12.65
Total	100.00

BUSINESS DETAILS

Line of Business :

Provider of integrated Value Added Services Solutions for Mobile Operators.

GENERAL INFORMATION

No. of Employees :

Not Available

Bankers :

Industrial Development Bank of India Limited, 11^th Floor, Surya Kiran Building, K.G. Marg, New Delhi – 110 001, India

Facilities :

(Rs. In Millions)

Secured Loan	As on 31.03.2011	As on 31.03.2010
Working capital loans from others (Cash Credit working Capital loan is secured by hypothecation of stocks and books debts of the compant and first charge on all the fixed assets of the company	245.974	0.000
Total	245.974	0.000

Banking Relations :	--
Auditors :
Name :	S.R. Batliboi and Associates Chartered Accountants
Address :	Golf View, Corporate Tower B, Sector Road, Sector 42, Gurgaon – 122 002, Haryana, India
Tel. No.:	91-124-4644000
Fax No.:	91-124-4644050
PAN No.:	AABFS3421N
Subsidiary :	Comviva Technologies Inc, USA Comviva Technologies Nigeria Limited
Related Parties :	Bharti Airtel Limited Airtel Burkina Faso Airtel Congo Brazzaville Airtel DRC Congo Airtel Gabon Airtel Kenya Limited Kenya Airtel Malawi Airtel Niger Airtel Nigeria Airtel Sierra Leone Airtel Tanzania Airtel Tchd S.A. Airtel Uganda Limited Airtel Zambia Airtel Communications Ghana Airtel Madagascar Jersey Airtel Limited Bharti Telemedia Limited Bharti Hexacom Limited Telecom Seychelles Limited Bharti Airtel Services Limited Bharti Enterprises Limited BTSL ESOP Trust Bharti Reality (Private) Limited Bharti Airtel International (Neitherland BV) Bharti Reality Holdings Limited Bharti Airtel Lanka (Private) Limited Bharti Axa General Insurance Company Limited Bharti Foundation

CAPITAL STRUCTURE

As on 27.09.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
17500000	Equity Shares	Rs.10/- each	Rs.175.000 Millions
8000000	Preference Shares	Rs.10/- each	Rs.80.000 Millions
	Total		Rs.255.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
14200923	Equity Shares	Rs.10/- each	Rs.142.009 Millions
7663763	Preference Shares	Rs.10/- each	Rs. 76.638 Millions
	Total		Rs.218.647 Millions

As on 31.03.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
17500000	Equity Shares	Rs.10/- each	Rs.175.000 Millions
8000000	Preference Shares	Rs.10/- each	Rs.80.000 Millions
	Total		Rs.255.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
14124882	Equity Shares	Rs.10/- each	Rs.141.248 Millions
7663763	Preference Shares	Rs.10/- each	Rs. 76.638 Millions
	Total		Rs.217.886 Millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2011	31.03.2010	31.03.2009
SHAREHOLDERS FUNDS
1] Share Capital		217.886	216.148	213.456
2] Share Warrant		14.702	15.231	0.000
3] Reserves & Surplus		1449.597	1006.925	1328.098
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		1682.185	1238.304	1541.554
LOAN FUNDS
1] Secured Loans		245.974	0.000	0.000
2] Unsecured Loans		0.000	0.000	0.000
TOTAL BORROWING		245.974	0.000	0.000
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
Stock Option Outstanding Account		0.000	0.000	13.536
TOTAL		1928.159	1238.304	1555.090
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		173.151	191.466	108.971
Capital work-in-progress		33.142	14.542	12.410
INVESTMENT		3.439	23.854	834.366
DEFERREX TAX ASSETS		141.734	105.334	31.168
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	95.526	21.868	9.389
	Sundry Debtors	2059.735	1248.302	1046.175
	Cash & Bank Balances	86.519	44.385	37.921
	Other Current Assets	8.092	7.255	0.000
	Loans & Advances	290.849	234.360	163.705
Total Current Assets		2540.721	1556.170	1257.190
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	755.339	481.822	660.205
	Other Current Liabilities	141.742	121.149
	Provisions	66.947	50.091	28.810
Total Current Liabilities		964.028	653.062	689.015
Net Current Assets		1576.693	903.108	568.175
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		1928.159	1238.304	1555.090

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		Income	3131.014	2715.664	2143.345
		Other Income	73.904	56.958	23.599
		TOTAL (A)	3204.918	2772.622	2166.944
Less	EXPENSES
		Consumption materials changes inventories	522.246	316.995	1762.460
		Manufacturing service costs	95.464	116.967
		Employee related expenses	1018.050	960.659
		Administrative selling other expenses	893.381	784.044
		Prior Period Expenses	0.000	(14.145)
		TOTAL (B)	2529.141	2164.520	1762.460
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		675.777	608.102	404.484
Less	FINANCIAL EXPENSES (D)		16.735	7.571	7.425
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		659.042	600.531	397.059
Less/ Add	DEPRECIATION/ AMORTISATION (F)		106.564	97.428	71.880
	PROFIT BEFORE TAX (E-F) (G)		552.478	503.103	325.179
Less	TAX (H)		127.556	96.093	122.897
	PROFIT AFTER TAX (G-H) (I)		424.922	407.010	202.282
	EARNINGS IN FOREIGN CURRENCY
		Sale of Bought out products	519.572	232.592	182.938
		Software and Consultancy	1619.200	1434.217	880.869
	TOTAL EARNINGS		2138.772	1666.809	1063.807
	IMPORTS
		Capital Goods	36.305	33.927	52.610
		Purchase of Bought out products	323.144	190.183	124.681
	TOTAL IMPORTS		359.449	224.110	177.291
	Earnings Per Share (Rs.)		18.64	18.29	14.81

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	13.26	14.68	9.33
Net Profit Margin (PBT/Sales)	(%)	17.65	18.53	15.17
Return on Total Assets (PBT/Total Assets}	(%)	20.36	28.79	23.80
Return on Investment (ROI) (PBT/Networth)		0.33	0.41	0.21
Debt Equity Ratio (Total Liability/Networth)		0.72	0.53	0.45
Current Ratio (Current Asset/Current Liability)		2.64	2.38	1.82

LOCAL AGENCY FURTHER INFORMATION

Sr. No.	Check List by Info Agents	Available in Report (Yes / No)
1]	Year of Establishment	Yes
2]	Locality of the firm	Yes
3]	Constitutions of the firm	Yes
4]	Premises details	No
5]	Type of Business	Yes
6]	Line of Business	Yes
7]	Promoter's background	Yes
8]	No. of employees	No
9]	Name of person contacted	No
10]	Designation of contact person	No
11]	Turnover of firm for last three years	Yes
12]	Profitability for last three years	Yes
13]	Reasons for variation <> 20%	--
14]	Estimation for coming financial year	No
15]	Capital in the business	Yes
16]	Details of sister concerns	Yes
17]	Major suppliers	No
18]	Major customers	No
19]	Payments terms	No
20]	Export / Import details (if applicable)	No
21]	Market information	--
22]	Litigations that the firm / promoter involved in	--
23]	Banking Details	Yes
24]	Banking facility details	Yes
25]	Conduct of the banking account	--
26]	Buyer visit details	--
27]	Financials, if provided	Yes
28]	Incorporation details, if applicable	Yes
29]	Last accounts filed at ROC	No
30]	Major Shareholders, if available	Yes
31]	Date of Birth of Proprietor/Partner/Director, if available	Yes
32]	PAN of Proprietor/Partner/Director, if available	Yes
33]	Voter ID No of Proprietor/Partner/Director, if available	No
34]	External Agency Rating, if available	No

NOTE:

The registered office of the company has been shifted from “Crescent, 1, Nelson Mandela Road, Vasant Kunj, Phase II New Delhi — 110 070, India” to the present address

BUSINESS REVIEW

Total Income for the year 2010-11 is Rs. 3204.920 Millions as against Rs. 2772.620 Millions in previous year.

During the year Company has seen a lot of traction internationally, particularly in Africa which remains a strong market for the Company. It has won a large managed services deal from a leading telecom operator. The order is for five years period and spans across 16 African properties of the operator. Order book of traditional products like Messaging, Lifestyle and Mobile banking solutions is also strong. Company’s policy of entering frame agreements with leading operators is showing dividends as successful implementations in some properties are leading to further orders for other properties of these operators. Company continues to focus on developing economies and leveraging customer relationships for cross selling of entire product portfolio.

In last few years, company has invested heavily in developing and diversifying its product portfolio.

The products and services added in last few years like Managed Services, Data Applications, Mobile Banking will lead the future growth of revenues and profits in coming years.

The Company has been regularly participating in international events to take its visibility outside India to greater heights and has been able to achieve significant recognition also internationally and nationally.

The Company continues to be focussed towards recurring revenue business and to be closer to the customer via increased international presence The Company will reap the benefit of the Africa orders in coming years. The marketing strategies deployed during the year have yielded results and are expected to improve in the future. The Company will continue to consolidate its position during the immediate future.

During the year under review, the Registered Office of your Company has been shifted from National Capital Territory of Delhi to the State of Haryana w.e.f 1st September, 2010.

FUTURE PLANS

Business Model:

The shift in the Company’s engagements with customers from one time sale/licence to a long term model either on a revenue sharing basis or on a managed services basis continues. Such contracts have started yielding results and are expected to yield significantly higher recurring revenues in the coming financial years.

The Company is open to support customers by developing new and flexible commercial models that engender a stronger relationship whilst stimulating greater service uptake and market penetration.

New Product Initiatives :

The Company will continue to innovate and bring new products to the market and enable operators to reach new segments. The Company will invest to enhance its existing portfolio and will focus a large share of R&D investment in initiatives in the Mobile Lifestyle Solutions (MLS) and Mobile Messaging Solutions (MMS), business units.

The MLS business unit has delivered the innovative Aggregated Voice & Video Applications Network (AVAN) platform, which offers an ecosystem enabling rapid delivery of a wide portfolio of homegrown and 3rd party voice and video applications, providing users with a uniform, intuitive interface to enjoy service discovery. This helps operators accelerate revenue growth and enhance the end user’s service experience.

The MLS unit has also introduced the Web Axn platform, which provides operators with a cloud based application that enables rapid delivery of services via an operator branded on device application. Applications are based on web technology, thereby altering the economics of application development and reducing development time from days to hours, enabling creation of high volume, low cost products that can be customized to meet specific customer requirements. Key propositions include self care and service discovery.

The Mobile Messaging Solutions (MMS) unit will continue to support operators in optimizing their existing messaging infrastructure to deliver higher volumes of traffic more cost effectively. The MMS team plans to introduce an Advanced Messaging Platform, an integrated messaging solution that will allow operators to deliver different message types, such as SMS, MMS and USSD, via a single platform, thereby optimizing existing infrastructure to enable faster delivery of messages, whilst creating significant cost benefits.

The MMS unit has a long history of delivering data solutions and has evolved its data portfolio to offer the Mobile Data Platform MDP). MDP allows operators to save significantly on backhaul costs by deploying various data optimization techniques, whilst providing the opportunity to monetize data by enabling differential pricing for different content.

BACKGROUND

The Company was incorporated on May 7, 1999, under the Indian Companies Act, 1956.

The Company is an integrated value added services (VAS) solution provider for the mobile operations in the emerging markets. The Company's extensive portfolio includes mobile financial solutions, mobile music and video applications, messaging and business support systems. The name of the Company has changed from Bharti Telesoft Limited to Comviva Technologies Limited with effect from April 15, 2009.

The Company is operational from its facilities in Gurgaon and Bangalore and has overseas branches in United Kingdom, Singapore, South Africa, United Arab Emirates, Kenya, Ghana, Sri Lanka, Bangladesh, France and Zambia. The Company also has a wholly owned subsidiaries Comviva Technologies Inc, USA and Comviva Technologies Nigeria Limited. Comviva Technologies Nigeria Limited Incorporate on March 31, 2011 and Company yet to remit investment amount.

CONTINGENT LIABILITY (AS ON 31.03.2011) :

a) Bank Guarantees outstanding as at March 31, 2011 amounting to Rs. 3.090 Millions (previous year: Rs. 3.690 Millions) on behalf of the Company.

b) Corporate Guarantee outstanding as at March 31, 2011 amounts to Rs. Nil (previous year: Rs. 80.000 Millions). This Corporate Guarantee was executed in favour of State Bank of Mysore, K.G. Road, Bangalore, Karnataka, for extending credit facilities.

c) Claims against the Company not acknowledged as debts include the following:

Demand from Income Tax authorities [net of Rs. 1.500 Millions [(Previous year – Rs. 1.500 Millions) provided for] on the Company (erstwhile Jataayu Software Limited) for assessment year 2005-06 (from Assistant Commissioner of Income Tax) : Rs. 1.814 Millions (previous year: Rs. 1.814 Millions).

Demand from Income Tax authorities on the Company (erstwhile Jataayu Software Limited) for assessment year 2006-07 (from Assistant Commissioner of Income Tax): Rs. 2.273 Millions (Previous year: Rs. 2.273 Millions).

Demand from Income Tax authorities [net of Rs. Rs.1.868 Millions] (Previous year: Rs.Nil)] on the Company (erstwhile Jataayu Software Limited) for assessment year 2007-08 (from Assistant Commissioner of Income Tax) : Rs.0.542 Million

Demand from Income Tax authorities on for assessment year 2007-08 for payment of additional tax under section 143(3) from Deputy Commissioner of Income Tax for Rs. 57.756 Millions. The company has filed Form 35 with CIT(A) against this assessment order (Previous year: Rs. 57.756 Millions)

Demand from Income Tax authorities on for assessment year 2008-09 for payment of additional tax under section 143(3) from Deputy Commissioner of Income Tax for Rs.2.842 Millions. The company has filed Form 35 with CIT(A) against this assessment order (Previous year: Rs. Nil).

Demand on the Company from BSES, New Delhi amounting to Rs. 15.166 Millions (Previous year: Rs. 15.166 Millions) has not been provided and is subject to the future proceedings as per the Hon'ble High Court of New Delhi.

Demand on the Company from BESCOM, Bangalore amounting to Rs. 5.980 Millions (previous year: Rs. Nil) has not been provided.

In all these cases no provision is considered necessary since management is hopeful that no liability will arise in these cases.

FIXED ASSETS:

• Leasehold Improvements
• Plant and Machinery
• Furniture and Fittings
• Vehicles
• Computer Software

PRESS RELEASE:

COMVIVA WINS WORLD COMMUNICATION AWARD 2012 FOR MOBIQUITY® MTICKETING SERVICES IN BANGLADESH  

NOVEMBER 14, 2012: 

Comviva, the global leader in providing mobile financial and VAS solutions, today announced that it has won the World Communication Award 2012 for its mobiquity® mTicketing services to Bangladesh Railways in collaboration with country’s two leading mobile operators . The awards were presented at the award ceremony held recently in London. 

Comviva's mobiquity® mTicketing solution allows consumers to quickly and conveniently book and buy intercity train tickets using their mobile phone. Users can either purchase the ticket using their prepaid mWallet account or over the counter at an authorized operator outlet.

Speaking on the occasion, Srinivas Nidugondi - Vice President, Mobile Financial Solutions at Comviva said, "It is heartening to receive this award as it showcases the potential of our mobiquity® platform. Our mobiquity® mTicketing solution offers a quick and convenient train ticket booking services to over 50 million mobile consumers who used to spend around 4 hours to book a train ticket earlier. This award is testament to our pioneering spirit to innovate and empower mobile financial solution providers to meet the evolving needs of their customers.”

Bangladesh Railways is the country’s oldest public institution with a 142 year old history and transports 65 million passengers annually and is the most economical and widely used form of transport across social segments. A large population, low levels of consumer literacy, an underdeveloped financial infrastructure and poor penetration of credit and debit cards hampers the growth of digital sales in Bangladesh. In 2011, two of the country’s leading operators, with a collective base of 50 million customers, partnered with Bangladesh Railways to exploit the mobile to retail tickets. The service is available pan- Bangladesh for all destinations covered by the railway network.

TECH MAHINDRA BUYS 51% STAKE IN COMVIVA

SEPTEMBER 18, 2012: 

Tech Mahindra, on Monday announced the acquisition of 51 per cent stake in mobile value-added services (VAS) provider Comviva Technologies, a Bharti Group company, for Rs 2600.000 Millions. The acquisition is expected to shore Tech Mahindra’s top line.

With the new brand identity, Mahindra Comviva, the mobility business of Tech Mahindra and Mahindra Satyam combined is expected to clock revenues of Rs 10000.000 Millions by March 2013.

At present, Tech Mahindra and Mahindra Satyam get around Rs 5000.000 Millions of revenues from their telecom mobility business, which includes providing software and billing systems. Comviva gets an annual revenue of Rs 4000.000 Millions. The operating margins of the company are in mid-teens.

“By March 2013, the combined mobility practice of the group, which will include revenue of Tech Mahindra, Mahindra Satyam and Comviva, along with CanvasM (another group company), should be around Rs 10000.000 Millions,” C P Gurnani, managing director, Tech Mahindra, said. The deal will be earnings per share-accretive from the first year.

As part of the deal, Tech Mahindra, the country’s sixth-largest software provider, is making an up-front payment of Rs 1250.000 Millions for the stake and the remaining Rs 1350.000 Millions will be paid over a five-year period based on the company achieving mutually-agreed performance targets. The deal will be funded through internal accruals.

"It is a positive move. Tech Mahindra has not been able to grow organically, and has been building on competencies outside its domain, inorganically. This acquisition will give Tech Mahindra a foothold in mobile payment and solutions. The top-10 clients account for almost 85 per cent of the company's revenue. They also get to expand into markets like Africa and Latin America. The only concern is Comviva is a Bharti Group company, and Airtel is the top client, "said Ankita Somani, an information technology analyst at Angel Broking.

The current promoter Bharti Group will continue to hold a 20 per cent stake on a fully-diluted basis in Comviva after the deal closure. Investors Sequoia Capital and Cisco Systems, which had nine per cent and six per cent stake in the company, respectively, have exited fully. Another investor, WestBridge Capital, will have a nine per cent stake in Mahindra Comviva.

The deal comes two weeks after the Mahindra group bought the India-based call-centre operations of Hutchison Whampoa for $87.1 million (Rs 4840.300 Millions), a deal the software services provider said will give it a revenue leg-up of $845 million over the next five years. This deal was financed by funds borrowed from Mahindra Satyam.

This acquisition will significantly enhance Tech Mahindra’s capabilities in the mobile VAS domain, and will provide access to a marquee client base, enabling significant cross-selling opportunities. Tech Mahindra will enable Comviva’s entry into developed markets such as the US and the Europe.

Comviva was founded in 1999 as Bharti Telesoft Limited. It changed its name to Comviva Technologies in 2009. The company’s solutions are deployed with over 130 service providers and banks in over 90 countries across Asia, Africa, Middle East, Latin America and Europe. It gives services to more than a billion mobile subscribers.

“This is a significant step forward, in our vision of being a complete and comprehensive partner to our clients and, like always, we are confident of making this a successful venture for our stakeholders. In addition to the market leading capabilities, this will also add to our relationship with large operator groups across the world,” said Vineet Nayyar, executive vice-chairman, Tech Mahindra.

Shares of Tech Mahindra on Monday closed at Rs 903.45, down 0.69 per cent from the previous close.

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.54.23
UK Pound	1	Rs.87.53
Euro	1	Rs.70.94

INFORMATION DETAILS

Report Prepared by :

BSN

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	4
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	7
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	7
--PROFITABILIRY	1~10	6
--LIQUIDITY	1~10	6
--LEVERAGE	1~10	5
--RESERVES	1~10	7
--CREDIT LINES	1~10	6
--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		53

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.