MIRA INFORM REPORT

Report Date :

22.12.2012

IDENTIFICATION DETAILS

Name :	ECLERX SERVICES LIMITED
Registered Office :	Sonawalla Building, 1^st Floor, 29 Bank Street, Fort, Mumbai – 400023, Maharashtra
Country :	India
Financials (as on) :	31.03.2012
Date of Incorporation :	24.03.2000
Com. Reg. No.:	11-125319
Capital Investment / Paid-up Capital :	Rs.290.570 Millions
CIN No.: [Company Identification No.]	L72200MH2000PLC125319
TAN No.: [Tax Deduction & Collection Account No.]	MUME03752A
PAN No.: [Permanent Account No.]	AAACE7932L
Legal Form :	Public Limited Liability Company. Company’s Shares are Listed on the Stock Exchange
Line of Business :	Data Analytics and Process Outsourcing Services
No. of Shares:	3000 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

A (69)

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 13000000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a well established and reputed company having a good track record. Financially company has performed very well in the current year. Fundamental of the company appears to be healthy and strong. Liquidity position of the company is good. Trade relations are reported to be fair. Business is active. Payments are reported to be regular and as per commitment. The company can be considered 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.

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

EXTERNAL AGENCY RATING

Rating Agency Name	CRISIL
Rating	FUNDAMENTAL GRADE : 4/5
Rating Explanation	This rating indicate the fundamental of the company is strong.
Date	May, 2012

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.

INFORMATION DECLINED

Management Non Co-operative

(91-22-66148300)

LOCATIONS

Registered Office :	Sonawalla Building, 1^st Floor, 29 Bank Street, Fort, Mumbai – 400023, Maharashtra, India
Tel. No.:	91-22-40914100
Fax No.:	91-22-40941212
E-Mail :	contact@eclerx.com investor@eclerx.com
Website :	http://www.eclerx.com
Sales Office :	Located at United States United Kingdom Singapore
Corporate Office :	Indiabulls Finance Center, 1102, Tower-2, 11th Floor, 612/613, S.B.Road, Elphinstone Road (West), Mumbai – 400 013, Maharashtra, India.
Tel No.:	91-22-49148300
Fax No.:	91-22- 66148655
Delivery Centres 1 :	301, 3rd Floor, Raheja Plaza-1, L.B.S. Road, Ghatkopar (West), Mumbai – 400 086, Maharashtra, India
Tel No.:	91-22-40943456
Fax No.:	91-22-40943605 / 6759 3605
Delivery Centres 2 :	202, Ashok Mills Compound, L.B.S. Road, Opp. Damodar Park, Ghatkopar (West), Mumbai – 400 086, Maharashtra, India
Tel No.:	91-22-40475500
Fax No.:	91-22-67735600 / 4047 5600
Delivery Centres 3 :	Building # 14, 4th Floor, K Raheja Mindspace, Plot # 3, TTC Industrial Area, Thane Belapur Road, Airoli, Navi Mumbai – 400 708, Maharashtra, India
Tel No.:	91-22-61141555
Fax No.:	91-22-61141333 / 41831333
Delivery Centres 4 :	Block 01, 5th Floor, Quadron Business Park Limited, Rajiv Gandhi Infotech Park, Hinjewadi Phase-II, Pune – 411 057, Maharashtra, India
Tel No.:	91-22-40277990
Fax No.:	91-22-66764480 / 40274480
Delivery Centres 5 :	2nd Floor, Tower A and B, Rajiv Gandhi Chandigarh Technology Park, Kishangarh, Chandigarh – 160101, India

DIRECTORS

AS ON 31.03.2012

Name :	Mr. V K Mundhra
Designation :	Chairman
Name :	Mr. P D Mundhra
Designation :	Executive Director
Qualifications :	MBA
Date of Appointment :	01.04.2006
Name :	Mr. Anjan Malik
Designation :	Non Executive Director
Name :	Mr. Pradeep Kapoor
Designation :	Non Executive Director
Name :	Mr. Anish Ghosal
Designation :	Non Executive Director
Name :	Mr. Vikram Limaye
Designation :	Non Executive Director
Name :	Mr. Jimmy Bilimoria
Designation :	Director
Name :	Mr. Sandeep Singhal
Designation :	Non Executive Non Independent Director
Name :	Mr. Biren Gabhawala
Designation :	Non-Executive Independent Director
Name :	Mr. Alok Goyal
Designation :	Non-Executive Independent Director

KEY EXECUTIVES

Name :	Mrs. Gaurav Tongia
Designation :	Company Secretary
Name :	Mr. Rohitash Gupta
Designation :	Chief Financial Officer

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 30.09.2012

Names of Shareholders	No. of Shares	Percentage of Holding
A) Shareholding of Promoter and Promoter Group
(1) Indian
Individuals / Hindu Undivided Family	7964436	27.11
Sub Total	7964436	27.11
(2) Foreign
Individuals (Non-Residents Individuals / Foreign Individuals)	7946683	27.05
Sub Total	7946683	27.05
Total shareholding of Promoter and Promoter Group (A)	15911119	54.16
(B) Public Shareholding
(1) Institutions
Mutual Funds / UTI	3794255	12.92
Financial Institutions / Banks	50913	0.17
Foreign Institutional Investors	5965194	20.31
Sub Total	9810362	33.40
(2) Non-Institutions
Bodies Corporate	469762	1.60
Individuals
Individual shareholders holding nominal share capital up to Rs.0.100 Million	1195276	4.07
Individual shareholders holding nominal share capital in excess of Rs.0.100 Million	1738713	5.92
Any Others (Specify)	250152	0.85
Trusts	4267	0.01
Non Resident Indians	105194	0.36
Clearing Members	140691	0.48
Sub Total	3653903	12.44
Total Public shareholding (B)	13464265	45.84
Total (A)+(B)	29375384	100.00
(C) Shares held by Custodians and against which Depository Receipts have been issued	0	0.00
(1) Promoter and Promoter Group	0	0.00
(2) Public	0	0.00
Sub Total	0	0.00
Total (A)+(B)+(C)	29375384	0.00

Shareholding of securities (including shares, warrants, convertible securities) of persons belonging to the category Promoter and Promoter Group

	Details of Shares held
Si. No.	Name of the Shareholder	No. of Shares held	As a % of grand total (A)+(B)+(C)
1	Anjan Malik	79,22,250	26.97
2	Priyadarshan Mundhra	79,17,862	26.95
3	Vijay Kumar Mundhra	32,287	0.11
4	Pawan Malik	24,433	0.08
5	Supriya Modi	14,062	0.05
6	Shweta Mundhra	225	0.00
	Total	1,59,11,119	54.16

Shareholding of securities (including shares, warrants, convertible securities) of persons belonging to the category Public and holding more than 1% of the total number of shares

Si. No.	Name of the Shareholder	No. of Shares held	Shares as % of Total No. of Shares
1	Nambe Investment Holdings	2765785	9.42
2	HDFC Trustee Company Limited HDFC Tax Saver Fund	716549	2.44
3	Citigroup Global Markets Mauritius Private Limited	712500	2.43
4	HDFC Trustee Company Limited A/c HDFC Mid-Capopportunites Fund	725000	2.47
5	Ashish Kacholia	649444	2.21
6	HDFC Trustee Company Limited HDFC Prudence Fund	543631	1.85
7	Shinsei UTI India Fund (Mauritius) Limited	389025	1.32
8	IDFC Sterling Equity Fund	381921	1.30
9	ICICI Prudential Discovery Fund	483547	1.65
	Total	7367402	25.08

Shareholding of securities (including shares, warrants, convertible securities) of persons (together with PAC) belonging to the category “Public” and holding more than 5% of the total number of shares of the company

Si. No.	Name(s) of the shareholder(s) and the Persons Acting in Concert (PAC) with them	No. of Shares held	Shares as % of Total No. of Shares
1	Nambe Investment Holdings	2765785	9.42
	Total	2765785	9.42

BUSINESS DETAILS

Line of Business :

Data Analytics and Process Outsourcing Services

GENERAL INFORMATION

No. of Employees:	3000 (Approximately)
Bankers :	Bank of India Hongkong and Shanghai Banking Corporation Limited Citibank N.A. Kotak Mahindra Bank Limited Standard Chartered Bank YES Bank Limited DBS Bank Limited

Banking Relations :	-
Statutory Auditors :
Name :	Walker, Chandiok and Company Chartered Accountants
Address :	16th Floor, Tower II, Indiabulls Finance Center, S.B. Marg, Elphinstone Road (West), Mumbai – 400013, Maharashtra, India
Internal Auditors	Mahajan and Aibara Chartered Accountants
Address :	1, Chawla House, 62, Wodehouse Road, Colaba, Mumbai – 400005, Maharashtra, India
Name :	Walker Chandiok and Company Chartered Accountant
wholly owned subsidiary :	eClerx Limited eClerx LLC eClerx Investments Limited eClerx Private Limited Igentica Travel Solutions Limited *(99.4% held by eClerx Investments Limited) * Igentica Travel Solutions Limited has been wound up on March 29, 2011
Related Parties :	Duncan Stratton and Company Limited

CAPITAL STRUCTURE

After 23.08.2012

Authorised Capital : Rs.500.000 Millions

Issued, Subscribed & Paid-up Capital : Rs.295.094 Millions

AS ON 31.03.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
50000000	Equity Shares	Rs.10/- each	Rs.500.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
29057534	Equity Shares	Rs.10/- each	Rs.290.570 Millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2012	31.03.2011	31.03.2010
SHAREHOLDERS FUNDS
1] Share Capital		290.570	288.540	190.310
2] Stock Options Outstanding		2.820	0.580	2.300
3] Stock Options Pending Allotment		0.000	0.000	0.170
4] Reserves & Surplus		3060.720	2049.790	1802.490
5] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		3354.110	2338.910	1995.270
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		3354.110	2338.910	1995.270
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		427.140	295.440	190.330
Capital work-in-progress		45.000	65.320	22.070
INVESTMENT		1006.370	285.810	908.580
DEFERREX TAX ASSETS		9.290	6.830	7.220
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	0.000	0.000	0.000
	Sundry Debtors	421.070	659.370	392.250
	Cash & Bank Balances	1612.880	1492.690	453.340
	Other Current Assets	635.630	411.620	0.000
	Loans & Advances	356.610	278.770	497.120
Total Current Assets		3026.190	2842.450	1342.710
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	288.200	202.390	127.780
	Other Current Liabilities	50.350	47.420	490.290
	Provisions	821.330	907.130	249.000
Total Current Liabilities		1159.880	1156.940	867.070
Net Current Assets		1866.310	1685.510	475.640
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		3354.110	2338.910	1995.270

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2012	31.03.2011
	SALES
		Income	4724.660	3419.110
		Other Income	223.250	240.490
		TOTAL (A)	4947.910	3659.600
Less	EXPENSES
		Employee Benefit expenses	1583.870	1183.180
		Other expenses	1283.990	912.910
		Diminution in value of Long Term Investment	0.000	126.770
		TOTAL (B)	2867.860	2222.860
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		2080.050	1436.740
Less	FINANCIAL EXPENSES (D)		0.000	0.000
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		2080.050	1436.740
Less/ Add	DEPRECIATION/ AMORTISATION (F)		125.580	89.010
	PROFIT BEFORE TAX (E-F) (G)		1954.470	1347.730
Less	TAX (H)		381.180	162.110
	PROFIT AFTER TAX (G-H) (I)		1573.290	1185.620
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		NA	755.970
Less	APPROPRIATIONS
		Transfer to General Reserve	NA	NA
		Dividend
		Tax on Dividend
	BALANCE CARRIED TO THE B/S		NA	NA
	EARNINGS IN FOREIGN CURRENCY
		Export Earnings	4634.900	3393.730
	TOTAL EARNINGS		4634.900	3393.730
	IMPORTS
		Capital Goods	133.060	124.010
	TOTAL IMPORTS		133.060	124.010
	Earnings Per Share (Rs.)		54.30	41.30

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2010
	SALES
		Sales	2570.210
		Other Income	54.270
		TOTAL (A)	2624.480
Less	EXPENSES
		Employee compensation and related expenses	833.580
		General and administration expenses	846.600
		Selling and marketing expenses	62.270
		TOTAL (B)	1742.450
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		882.030
Less	FINANCIAL EXPENSES (D)		0.000
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		882.030
Less/ Add	DEPRECIATION/ AMORTISATION (F)		68.540
	PROFIT BEFORE TAX (E-F) (G)		813.490
Less	TAX (H)		87.570
	PROFIT AFTER TAX (G-H) (I)		725.920
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		492.290
Less	APPROPRIATIONS
		Interim Dividend	143.360
		Tax on Interim Dividend	24.370
		Proposed Final Dividend	190.310
		Tax on Proposed Final Dividend	31.610
		Transfer to General Reserve	72.590
	BALANCE CARRIED TO THE B/S		755.970
	EARNINGS IN FOREIGN CURRENCY
		Export Earnings	2426.160
	TOTAL EARNINGS		2426.160
	IMPORTS
		Capital Goods	39.570
	TOTAL IMPORTS		39.570
	Earnings Per Share (Rs.)		38.23

QUARTERLY RESULTS

PARTICULARS	30.06.2012	30.09.2012
	1^st Quarter	2^nd Quarter
Net Sales	1402.220	1389.910
Total Expenditure	869.330	1064.450
PBIDT (Excl OI)	532.890	325.460
Other Income	36.820	21.430
Operating Profit	569.700	346.890
Interest	0	0
Exceptional Items	(20.090)	0
PBDT	549.610	346.890
Depreciation	32.930	38.810
Profit Before Tax	516.680	308.090
Tax	98.250	61.360
Provisions and contingencies	0	0
Profit After Tax	418.430	246.730
Extraordinary Items	0	0
Prior Period Expenses	0	0
Other Adjustments	0	0
Net Profit	418.430	246.730

KEY RATIOS

PARTICULARS		31.03.2012	31.03.2011	31.03.2010
PAT / Total Income	(%)	31.80	32.40	27.66
Net Profit Margin (PBT/Sales)	(%)	41.37	39.42	31.66
Return on Total Assets (PBT/Total Assets}	(%)	56.60	42.95	53.06
Return on Investment (ROI) (PBT/Networth)		0.58	0.58	0.41
Debt Equity Ratio (Total Liability/Networth)		0.35	0.49	0.43
Current Ratio (Current Asset/Current Liability)		2.61	2.46	1.55

LOCAL AGENCY FURTHER INFORMATION

SUNDRY CREDITORS DETAILS:

(Rs. In Millions)

PARTICULARS	31.03.2012	31.03.2011	31.03.2010
Sundry Creditor
Payable to Micro, Small and Medium Enterprises	0.000	0.000	127.780
Other Trade Payables	288.200	202.390
Total	288.200	202.390	127.780

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	Yes
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	No
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	Yes
30]	Major Shareholders, if available	No
31]	Date of Birth of Proprietor/Partner/Director, if available	No
32]	PAN of Proprietor/Partner/Director, if available	No
33]	Voter ID No of Proprietor/Partner/Director, if available	No
34]	External Agency Rating, if available	Yes

BOARD OF DIRECTORS

Mr. V. K. Mundhra,

Chairman

Mr. V.K. Mundhra, 68 years, is the Chairman of the Company. He joined the Company in March, 2000. He holds a bachelor’s degree in commerce from St. Xavier’s College, Calcutta. Mr. Mundhra has over 35 years of varied business experience having successfully run and looked after large scale manufacturing units in the field of steel, engineering and chemicals. During the 1960s and 1970s, he was a director of Turner Morrison and Company Limited, which had several large manufacturing and industrial units under its fold such as Shalimar Tar Products Limited, Lodna Colliery Company Limited, Angelo Brothers Limited, Shalimar Works Limited etc and was actively associated in their management. During the 1970s, he managed Globe Motors Limited, Delhi which had a steel division by the name of Globe Steel and an auto component clutch manufacturing unit called Luk Auto Ancillary India Limited. He converted Globe Steel from a mild steel manufacturing unit to an alloy steel manufacturing unit when they were hardly any such units in the private sector.

Mr. PD Mundhra,

Executive Director

Mr. PD Mundhra, 39 years, is the Executive Director of subject. Mundhra has over 18 years experience in the manufacturing and financial service industries, ten years in capital market and the KPO / BPO sector. Mundhra brings with him a wealth of experience from his tenures in Lehman Brothers’ investment banking division and the corporate treasury at Citibank. Prior to his finance experience, he ran a number of entrepreneurial ventures including setting up a joint venture with Amco Veba of Italy for manufacturing and marketing mobile cranes in India, and a consumer products packaging plant for Unilever. He holds a Master of Business Administration degree in finance from The Wharton School, University of Pennsylvania (USA) and a Bachelors of Commerce from St. Xavier’s College, Calcutta (India).

Mr. Anjan Malik,

Director

Mr. Anjan Malik, 42 years, is a Director of subject and the Executive Director of its on-shore subsidiaries. He has over 20 years experience in investment banking, global markets sales and trading, consulting and technology consulting. His last 10 years have been devoted to the KPO / BPO sector. Prior to his involvement with eClerx, Anjan ran the credit trading department for Lehman Brothers in London and Prior to Lehman, he worked in Europe as a senior consultant with Accenture’s capital markets practice. Anjan holds a Masters of Business Administration degree in finance from The Wharton School, University of Pennsylvania (USA) and a first class Bachelors of Science degree in Physics, with honors, from the Imperial College of Science and Technology, London (UK).

Mr. Jimmy Bilimoria,

Non-Executive and Independent Director

Mr. Jimmy Bilimoria, 65 years, is a Non-Executive and Independent Director of the Company. He has been on the Board of subject since 2007. He was Managing Director and Country Head for the Ciba Group in India and had been associated with the group since 1997 in various capacities including Finance Director, Managing Director and Country Head as also Chairman. Besides driving the business model for Ciba in India, he was actively involved in various acquisition arrangements, restructuring of businesses and integration of new opportunities. He represented the Company at various International Group forums and business discussions. He has been on the Management Committees of the Bombay Chamber of Commerce and Industry and the Indo – Swiss Business Forum. Presently he is on the Board of several public listed companies as an Independent Director. He holds a Bachelor degree in Commerce and Economics from Sydenham College, Mumbai. He is also a Fellow member of the Institute of Chartered Accountant, England and Wales.

Mr. Pradeep Kapoor,

Non-Executive and Independent Director

Mr. Pradeep Kapoor, 67 years, is a Non-Executive and Independent Director on their board. He joined the Company in August 2007. He has been associated with the infrastructure industry, especially engineering and construction industry, for about 40 years and under his leadership a number of major cement plants, mineral processing plants and infrastructure projects have been constructed. In the past he was the Managing Director and CEO of Trafalgar House Construction India Ltd., Managing Director and CEO of FLSmidth Ltd., Chairman of Fuller Infotech Pvt. Ltd., and Director of FLS Automation Private Limited. Further, Mr. Pradeep Kapoor has been the CEO of some of the major Indian companies such as Dodsal Limited and Sanghi Industries Limited. Currently, he is the Managing Director and CEO of ABG Cement Limited. He holds a bachelor’s degree in Mechanical Engineering from Regional Engineering College, Bhopal University.

Mr. Anish Ghoshal,

Non-Executive and Independent Director

Mr. Anish Ghoshal, 48 years, is a Non-Executive and Independent Director on their Board. He joined their Board in August, 2007. He has been involved in legal practice since 1990, specializing in corporate, regulatory laws, acquisitions, joint ventures, labor laws, real estate and intellectual property laws. He is currently a partner in PDS and Associates, Advocates and Solicitors. He graduated with a bachelor’s degree in commerce with honours from St. Xavier’s College, Calcutta, thereafter he obtained bachelor’s degree in law from University of Bombay.

Mr. Vikram Limaye,

Non-Executive and Independent Director

Mr. Vikram Limaye, 45 years, is a Non-Executive and Independent Director of their Company. He joined their Board in August, 2007. He has over 25 years of experience with global investment banks, foreign banks and global accounting firms. He began his corporate career with Arthur Andersen in Mumbai and has also worked with the Business Advisory Services Group at Ernst and Young and the Global Consumer Banking Group at Citibank N.A. He has also worked with Credit Suisse First Boston, U.S.A. in a variety of roles in investment banking, capital markets, structured finance and credit portfolio management. He joined Infrastructure Development Finance Company Limited as an executive director in March, 2005 and is also a Member of the Board of Directors of IDFC.

Mr. Sandeep Singhal,

Non-Executive and Non Independent Director

Mr. Sandeep Singhal, 42 years, is a Non-Executive and Non Independent Director of the company and joined the Board with effect from April 30, 2010. He has over 10 years of venture capital and private equity investing experience in India. Sandeep is the Co-founder and Managing Director of WestBridge Advisors Pvt. Ltd. He was also a Co-founder and Managing Director of Sequoia Capital India. He is currently a board. He worked at BCG where he advised several mid-market Indian companies on their product and marketing strategies. Prior to BCG, Sandeep worked with Hindustan Lever Limited where he was instrumental in eleven product launches targeting Indian consumer segments that have contributed significantly to the company’s business. Sandeep has an MBA from IIM Ahmedabad, an MS in molecular simulation from the University of Illinois, and a B. Tech. in Chemical Engineering from IIT Delhi.

Mr. Biren Gabhawala,

Non-Executive and Independent Director

Mr. Biren Gabhawala, 47 years, is a Non-Executive and Independent Director of their Company. He joined their Board in May 2011. He is a Senior Partner of M/s. C. M. Gabhawala and Co. Chartered Accountants and specializes in Direct and Indirect Taxation, FEMA, International Taxation, Mergers and Acquisitions. He provides consultancy both to national and international companies, as well as Audit and Assurance Services. He is a qualified Chartered Accountant and is a Fellow Member of the Institute of Chartered Accountants of India in practice for 23 years. Mr. Gabhawala graduated from H. R. College of Commerce and Economics with a Bachelor of Commerce Degree, Mumbai.

Mr. Alok Goyal,

Non-Executive and Independent Director

Mr Alok Goyal, 41 years, is a Non-Executive and Independent Director of the Company. He joined their Board as an Additional Director with effect from May 18, 2012. He is the Chief Operating Officer (COO), SAP India and has been associated with SAP since 2004 in various leadership roles. Prior to his appointment as the COO, Mr Goyal was the Vice President, Strategic Accounts at SAP India. He played a critical role in conceptualizing and developing go–to-market programmes that contributed significantly in driving the company’s revenues and customer satisfaction index. Amongst his other assignments, he was also responsible for setting up field facing Value Engineering practice for the company. Mr Alok Goyal is a veteran in the industry with nearly 20 years of experience. He began his career as software engineer in Cadence Design Systems followed by his tenure in organizations like McKinsey and Company, The McKenna Group and Siebel Systems. Mr. Goyal has done his MBA from INSEAD (France), MS in Computer Sciences from University of Texas, Austin and his B.Tech in Computer Science from IIT Delhi.

FINANCIAL RESULTS

On a consolidated basis, the total income increased to Rs. 4,951.85 million from Rs. 3,661.19 million in the previous year at a growth rate of 35.25%. The EBITDA amounted to Rs. 2,120.38 million as against Rs. 1,585.94 million. The Company earned Net Profit After Tax (PAT) of Rs. 1,597.73 million for the year as against Rs. 1,224.39 million during the previous year registering Year on Year (YoY) growth of 30.49%.

Awards and Accolades

The Company is proud to have received the various awards and accolades during the period . The

Company:

• Was named in top 10 by income and top 14 by employee count in Dun and Bradstreet’s 2011 annual “India’s Top ITes and BPO Companies, 2011”.

• Was named “Emerging IT Company in India of the year in Bloomberg CXO Awards, 2011”.

• Moved to the position of 322 (from 381 earlier) in India’s Business Today (BT 500), 2011 most valuable Companies List.

• Has entered Dataquest’s Best BPO Employers at No. 11 while No. 10 for BPO Employee Satisfaction.

• Was named in Inc. 500, as among India’s 500 fastest growing Mid-sized Companies for second straight year.

• Was selected as a finalist in the Most Admired Knowledge Enterprises (MAKE) Awards for third straight year.

• Was listed in Forbes Asia’s 2011 “200 Best Under a Billion”, one of only 35 Indian firms on the list and the only KPO firm.

• Graduated to ‘an outsourcing Leader’ in IAOP’s 2011 Global Outsourcing 100.

• Once again got listed in Global Services 100 and featured as a Top 5 KPO Vendor.

• Has been rated Best Overall Mid-Cap Company in Finance Asia’s 2011 Investor and Analyst survey.

• Has been named as one of the two Best Mid-Cap companies in India, in an Annual survey conducted by the Finance Asia Magazine, one of the leading financial publications in the Asia-Pacific region.

• Won Global HR Excellence Award in 2012 for “Organization with Innovative HR Practices”.

• Was also included in SandP CNX 500.

Industry Structure and Developments

The year 2011-12 witnessed a gradual deterioration of economic conditions around the world, with the Eurozone crisis intensifying, and the economic recovery in the US also turning tepid. GDP growth in India also decelerated to 6.9% in 2011-12 from 8.5% in 2010-11 mainly reflecting a slowdown in industrial activity.

These macro economic trends impacted India’s IT and ITES sector with slower growth in discretionary spends and continued delays in spending decisions. Consequently, many companies in the industry experienced a significant slowdown in growth rates in 2011-12.

For the year 2011-12, Nasscom pegs IT exports at USD 69 billion against USD 59 billion last year. The domestic industry contributed USD 32 billion. The share of IT-BPO in India’s gross domestic product (GDP) has gone up to 7.5 % from 6.4 % in 2008.

Outlook

In the last couple of years, the Indian IT / ITeS Industry has shown great resilience in the face of the global economic turmoil. As per estimates by NASSCOM, the industry would have seen a growth of 16.3% for 2011-12 with total revenue of around USD 101 billion. Small and Medium players continue to be an integral part of the IT / ITeS growth story – emerging as winners given their focus on the right markets, developing niche offerings, increasing operational efficiencies and improving talent management.

However, the coming years are poised to bring in whole set of new opportunities and challenges. The current environment has become uncertain due to a variety of factors such as the elections in the US, Eurozone crisis and India’s own growth related constraints among others. Clients across the board are ensuring that they get good value for money and they are constantly benchmarking all service providers. With this, Nasscom has forecast a growth rate of 11-14 % which is lesser than 16.3 % it pegged for 2011-12.

Given this backdrop, there is a constant need to innovate and differentiate oneself in the competitive landscape. At eClerx, they continue to focus on medium term competence building by investing in their management team, their processes and their infrastructure. This coupled with their domain skill set around managing complex processes should enable us to create strong business growth and strengthen their profitability in the future.

STATEMENT OF STANDALONE UNAUDITED FINANCIAL RESULTS FOR THE HALF YEAR ENDED SEPTEMBER 30, 2012

(Rs. In Millions)

Particulars	Quarter Ended Sep 30, 2012 (Unaudited)	Quarter Ended June 30, 2012 (Unaudited)	Half Year Ended Sep 30, 2012 (Unaudited)
Income from Operations
Net Sales/Income from Operations	1389.913	1402.217	2792.130
Total Income from Operations (net)	1389.913	1402.217	2792.130
Expenses
Employees benefits expense	450.894	450.755	901.649
Depreciation and amortisation expense	38.807	32.930	71.737
Contract for Services	259.736	231.943	491.679
Other expenditure	168.560	186.632	355.192
Total Expenses	917.997	902.260	1820.257
Profit from Operations before Other Income, Finance Costs and Exceptional Items	471.916	499.957	971.873
Other Income	(163.823)	36.820	(127.003)
Profit from ordinary activities before Finance Costs and Exceptional Items	308.093	536.777	844.870
Finance Costs	--	--	--
Profit from ordinary activities after Finance Costs but before Exceptional Items	308.093	536.777	844.870
Exceptional Items	--	20.096	20.096
Profit from ordinary activities before tax	308.093	516.681	824.774
Tax expense	61.365	98.248	159.613
Profit from Ordinary Activities after tax	246.728	418.433	665.161
Extraordinary Items	--	--	--
Net Profit for the period	246.728	418.433	665.161
Paid up Equity share Capital (Face Value of Rs. 10/- Each)	293.754	291.946	293.754
Reserves excluding Revaluation Reserve
Earnings Per Share (EPS) (before extraordinary items) (of Rs. 10/- each) (Not Annualised) Basic Diluted	8.44 8.19	14.37 13.89	22.76 22.07
Earnings Per Share (EPS) (after extraordinary items) (of Rs. 10/- each) (Not Annualised) Basic Diluted	8.44 8.19	14.37 13.89	22.76 22.07
Public Shareholding Number of shares Percentage of Shareholding	13464265 45.84%	13283514 45.50%	13464265 45.84%
Promoters and Promoter Group Shareholding a) Pledged / Encumbered - Number of Shares - Percentage of Shares (as a % of the total shareholding of promoter and promoter group) - Percentage of Shares (as a % of the total share capital of the company) b) Non-encumbered - Number of Shares - Percentage of Shares (as a % of the total shareholding of promoter and promoter group) - Percentage of Shares (as a % of the total share capital of the company)	NIL NA NA 15911119 100.00% 54.16%	NIL NA NA 15911119 100.00% 54.50%	NIL NA NA 15911119 100.00% 54.16%

Investor Complaints	Quarter Ended Sep 30, 2012
Pending at the beginning of the quarter	--
Received during the quarter	19
Disposed of during the quarter	19
Remaining unresolved at the end of the quarter	--

Other Information:

(Rs. In Millions)

Particulars	Quarter Ended Sep 30, 2012 (Unaudited)	Quarter Ended June 30, 2012 (Unaudited)	Half Year Ended Sep 30, 2012 (Unaudited)
Details of Other Income
Dividend Income Exchange	6.192	10.890	17.082
Difference (Net) Other	(185.259)	10.412	(174.847)
Income	15.244	15.518	30.762
Total	(163.823)	36.820	(127.003)

Notes:

1. The Company operates under a single primary segment, which is data analytics and process outsourcing services. Further, the risks and rewards under various geographies where the Company operates are similar in nature.

2. The Company has deferred the recognition of cumulative Minimum Alternative Tax (MAT) credit of Rs. 227.984 Millions as at September 30, 2012, which could be available for set off against future tax liability under the provisions of the Income Tax Act, 1961 on account of uncertainty around the time frame within which income tax will be payable under the normal provisions against which the MAT credit can be utilised.

3. STATEMENT OF ASSETS AND LIABILITIES AS AT SEPTEMBER 30, 2012

(Rs. In Millions)

Particulars	September 30, 2012
Equity and Liabilities
Share Capital	293.754
Reserves and Surplus	3750.589
	4044.343
Share Application Money Pending Allotment	8.100
Non Current Liabilities
Long-term Provisions	53.006
	53.006
Current Liabilities
Trade Payables	278.805
Other Current Liabilities	51.403
Short-term Provisions	113.042
	443.250
Total Equity and Liabilities	4548.699
Assets
Non Current Assets
Fixed Assets
Tangible Assets	467.389
Intangible Assets	33.654
Capital work in Progress	3.927
Non-current Investments	1265.834
Deferred Tax Assets (Net)	11.542
Long-term Loans and Advances	86.487
	1868.833
Current Assets
Current Investments	256.945
Trade Receivables	597.834
Cash and Bank Balances	789.151
Short-term Loans and Advances	366.940
Other Current Assets	668.996
	2679.866
Total Assets	4548.699

4. Figures for previous periods / year have been regrouped, wherever necessary.

5. The above financial results, which have been subjected to Limited Review by Statutory Auditors, have also been reviewed by the Audit Committee and approved by the Board of Directors at its meeting held on October 19, 2012.

FIXED ASSETS:

· Leasehold Improvement

· Computer

· Furniture and Fixture

· Office Equipment

PRESS RELEASE

ECLERX'S H1 FY13 REVENUE UP 28% AT RS 3013.000 MILLIONS AND NET PROFIT DOWN BY 6% AT RS. 745.000 MILLIONS

MUMBAI, OCTOBER 19, 2012:

eClerx Services Limited (eCx), India's first publicly-listed KPO and a Forbes "200 Best Under a Billion" company, today announced its results for first half of fiscal 2013. eClerx provides data analytics and customized process solutions to global enterprise clients from its offshore delivery centres in India.

Consolidated financial highlights for the half year ended September 30, 2012

• Operating revenue for the half year ended September 30, 2012 was Rs 3154.000 Millions vs Rs 2133.000 Millions in the corresponding period last year, YoY growth of 48%. In USD terms, operating revenue grew by 24% to USD 57.9 Million as compared to USD 46.6 Million in the same period last year. Total revenue including other income for the period was Rs 3013.000 Millions, YoY growth of 28%.
• Operating profit for the period are Rs 1077.000 Millions, a growth of 38% YoY.
• Profit after tax for the half year ended September 30, 2012 was Rs 745.000 Millions compared with Rs 794.000 Millions in the corresponding period in the previous year, a drop of 6% YoY.
• Basic EPS for the half year ended September 30, 2012 was Rs 25.5 as compared to Rs 27.5 in the corresponding period last year.
• The total headcount as of September 30, 2012 stands at 5,760 – a growth of 39% YoY.

About eClerx Services Limited:

We provide data analytics and customized process solutions to global enterprise clients from our offshore delivery centers in India. Our portfolio of services comprises data analytics, operations management, data audits, metrics management and reporting services. We provide service solutions using a mix of custom designed data processes, delivery teams comprising generalists and domain specialists, and in-house software to automate processes. We currently offer our services to clients in the financial services, retail, manufacturing, Travel & Leisure and Cable industries. Some of our largest clients in terms of revenue contribution include leading global corporations with whom we have multi-year partnerships.

ECLERX WINS PRESTIGIOUS ASIAN MAKE AWARD; RECOGNIZED AS MOST ADMIRED KNOWLEDGE ENTERPRISE

MUMBAI, OCTOBER 12, 2012

eClerx, a specialist Knowledge and Business Process Outsourcing (KPO/BPO) company providing operational support, data management and analytics solutions to nearly 50 Global Fortune 1000 clients, has been recognized as 2012's Asian Most Admired Knowledge Enterprises (MAKE) Winner. This recognition builds on eClerx winning the MAKE India award in 2011 and being a MAKE Asia finalist in 2010 and 2011.

An Asian-based panel of Fortune Global 500 senior executives and leading knowledge management/intellectual capital/innovation/organizational learning experts selects the Asian MAKE Winners. In the Asian MAKE study, there are three rounds of consensus building. In the first round, members of the expert panel nominate enterprises founded and headquartered in Asia.

In the second round, members of the expert panel evaluate and select as best practice a maximum of three organizations from the list of nominations. Those organizations selected by at least 5 percent of the expert panel are recognized as Asian MAKE Finalists. In the third and final round, the Asian MAKE Finalists are ranked against each of the eight knowledge performance dimensions which form the MAKE framework and are the visible drivers of wealth creation:

• creating a knowledge-driven enterprise culture
• developing knowledge leaders and workers
• innovation (R and d, creativity and new product/solution/service design and delivery)
• maximizing enterprise intellectual capital
• enterprise-wide collaboration and knowledge sharing
• creating a learning organization
• creating value from customer/stakeholder knowledge
• transforming corporate knowledge into shareholder/stakeholder value

Commenting on winning the award, PD Mundhra, co-founder and executive director of eClerx said, "Analytics is a knowledge business, and so knowledge management is a critical foundation of our core business model. Our substantial investment in our knowledge management ecosystem allows us to continuously enhance the quality of services delivered to clients, while making this delivery more resilient and process driven."

"The MAKE award is one we are tremendously proud of, as it recognizes our commitment and achievements for our KM practice. We would like to thank Teleos and the judging committee for their time and look forward to showcasing the evolution of our efforts in the future," adds Mundhra.

There are only eight other Indian companies that have won the MAKE Asia award since the MAKE Asia study was instituted in 2002, including Infosys, Wipro, TCS, Tata Chemicals, L and t and others.

The 2012 Asian MAKE Winners were recognized at a special Awards Ceremony at the 13th annual World Knowledge Forum (WKF), held in Seoul on Thursday, 11th October.

About the Indian Most Admired Knowledge Enterprises (MAKE) Awards

Presented by Teleos, an independent knowledge management and intellectual capital research firm, and the KNOW Network, a global web-based professional knowledge sharing network, the Indian MAKE Award recognizes Indian organizations that demonstrate visible drivers of competitive advantage and intellectual capital growth.

About eClerx

eClerx is a specialist Knowledge and Business Process Outsourcing ("KPO" / "BPO") company providing operational support, data management, and analytics solutions to over 50 Global Fortune 1000 clients, including many of the world's leading High Tech and Industrial Manufacturing, Financial Services, Ecommerce, Retail and Distribution, Telecommunications, Interactive Media and Entertainment, Travel and Leisure, and Software Vendor companies. Incorporated in 2000, eClerx is India's first and only publicly listed KPO company and is today traded on both the Bombay and National Stock Exchanges of India. eClerx employs over 5,500 employees across its six Indian delivery centers in Mumbai, Pune, and Chandigarh and our global client interfacing locations in New York, London, Singapore, Silicon Valley, Austin, Chicago and Dublin.

ECLERX JOINS THE QUANTIVO PARTNER PROGRAM TO DELIVER ANALYTICS FOR DIGITAL MARKETING

NEW YORK — SEPTEMBER 10, 2012 

eClerx today announced that it joined the Quantivo Partner Program, to enable clients to more deeply segment, target and analyze their customers and prospects. eClerx partners with its clients' CRM and online marketing teams, creating dedicated teams of analysts to provide the execution bandwidth to make sense of the masses of customer data available but underutilized every day. This bandwidth liberates our clients' in-house talent for higher value-add analysis, insight and action and by extension, greater value from their investments in Quantivo and their CRM systems and initiatives.

"Online marketers are regularly struggling with the volume of data they must process and analyze to identify those customers and prospects they most want to interact with; our teams help marketers cut through the clutter and get to the valuable nuggets of insight," said Scott McCartney, Principal of eClerx's Sales and Marketing Services Division. "By partnering with Quantivo, we believe we are bringing their powerful tools and our data management and analytical horsepower together to drive our clients' marketing success."

"One of the top issues facing marketers today is finding qualified, talented business analysts; eClerx fills that gap with experienced marketing analysts and creates true win-win relationships with their clients," said Marty Shepard, Vice President, Sales and Marketing, Quantivo. "We are excited that eClerx has joined the Quantivo Partner Program and we look forward to growing the partnership as they continue to build and extend their capabilities in the CRM and online marketing space." 

About eClerx

eClerx is the leading knowledge process outsourcing company providing middle and back office operational support, data management and analytics solutions to sales and marketing organizations. eClerx's focus on the burgeoning digital marketing universe ensures we deliver confidence, value and rigor to more than 50 Fortune 500 and Internet Retailer 500 scale companies globally. Incorporated in 2000, eClerx provides its clients with expertise in consulting, process workflows, automation and improvement to help reduce costs and correct long-standing process inefficiencies. With corporate offices in New York, London, Silicon Valley, Austin, Chicago, Dublin and Singapore, eClerx employs over 5,500 professionals across five delivery centers worldwide.

About Quantivo

Quantivo delivers the industry's first cloud-optimized analytic experience that is frictionless, fast, and flexible. Unlike traditional solutions, Quantivo empowers business users and analysts to quickly load, assess, integrate and analyze large data sets from disparate sources -- within hours, not weeks. These powerful capabilities drastically simplify the loading of data, and enable users to discover associations in their data through a train-of-thought query interface. Quantivo's technology has been in use by Fortune 500 companies since 2006, holds five patents and is backed by top-tier venture capital firms.

ECLERX JOINS DIRECT MARKETING ASSOCIATION (DMA) AS A THOUGHT LEADER

NEW YORK / MUMBAI —JULY 26, 2012

eClerx today announced that it has joined the Direct Marketing Association (DMA). As the world's largest trade association devoted to advancing and protecting responsible data-driven marketing, the DMA represents today's thought leaders who are helping to shape the evolution of the marketing industry.

"We are excited about joining the DMA, the most established and respected marketing association globally," said Scott McCartney, Principal, Sales and Marketing Services division, "and we look forward to working with them and the broader community as a Thought Leader to continue to advance the marketing discipline."

eClerx's innovative combination of industry expert onshore management and rigorous offshore execution delivers comprehensive, cost-effective Marketing Operations Management to some of the world's largest and most advanced marketers, especially online, for over 12 years. Their analysts become extensions of their Fortune 500 and Internet Retailer 500 clients' teams, taking on the time consuming but critical heavy lifting across the marketing spectrum: data integration, management, cleansing and verification, campaign execution and analysis, report building, automation and QA. The end benefit for clients is bandwidth to undertake more strategic, higher value analysis and action and the realization of the opportunity costs tied up in the foundational work.

"The rapid growth of Big Data has made it essential for businesses to take a fresh look at the obsolete marketing practices of the past," said Linda A. Woolley, DMA's Acting President and Chief Executive Officer. "Now, more than ever, companies are turning to responsible data-driven strategies to reach and engage existing and potential customers. DMA is delighted to be working with eClerx as a thought-leading partner." 

About eClerx

Incorporated in 2000, eClerx is India's first and only publicly listed Knowledge Process Outsourcing company and is traded on both the Bombay and National Stock Exchanges of India. eClerx employs over 5,500 employees across its five Indian delivery centers in Mumbai, Pune and Chandigarh plus our global client interfacing locations in San Francisco, Seattle, Chicago, Austin, New York, London, Dublin, Singapore and Dalian (China). eClerx delivers confidence and value to our clients' critical processes via research and consulting services and process outsourcing solutions that combine people, process and technology to reduce the total cost of service whilst improving insight, quality and control.

About Direct Marketing Association (DMA)

The Direct Marketing Association (www.the-dma.org) is the world's largest trade association of businesses and nonprofit organizations using and supporting multichannel direct marketing techniques. DMA advocates standards for responsible marketing, promotes relevance as the key to reaching consumers with desirable offers, and provides cutting-edge research, education, and networking opportunities to improve results throughout the end-to-end direct marketing process. Founded in 1917, DMA today represents companies from dozens of vertical industries in the US and 48 other nations, including half of the Fortune 100 companies. 

In 2012, marketers — commercial and nonprofit —will spend $168.5 billion on direct marketing, which accounts for 52.7 percent of all ad expenditures in the United States. Measured against total US sales, these advertising expenditures will generate approximately $2.05 trillion in incremental sales. In 2012, direct marketing accounts for 8.7 percent of total US gross domestic product and produces1.3 million direct marketing employees in the US. Their collective sales efforts directly support 7.9 million other jobs, accounting for a total of 9.2 million US jobs.

.

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 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.55.09
UK Pound	1	Rs.89.54
Euro	1	Rs.72.77

INFORMATION DETAILS

Information Gathered by :	SVA
Report Prepared by :	BSN

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	7
PAID-UP CAPITAL	1~10	7
OPERATING SCALE	1~10	8
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	8
--PROFITABILIRY	1~10	8
--LIQUIDITY	1~10	8
--LEVERAGE	1~10	8
--RESERVES	1~10	8
--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	YES
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		69

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.