MIRA INFORM REPORT

 

 

Report Date :

26.12.2012

 

IDENTIFICATION DETAILS

 

Name :

IGATE COMPUTER SYSTEMS LIMITED (w.e.f. July 2012 )

 

 

Formerly Known As :

PATNI COMPUTER SYSTEMS LIMITED (w.e.f. 18.09.2003)

 

PATNI COMPUTER SYSTEMS PRIVATE LIMITED

 

 

Registered Office :

Tower 3, Cybercity, Magarpatta City,Hadapsar, Pune-411013, Maharashtra

 

 

Country :

India

 

 

Financials (as on) :

31.12.2011

 

 

Date of Incorporation :

10.02.1978

 

 

Com. Reg. No.:

11-020127

 

 

Capital Investment / Paid-up Capital :

Rs. 268.988 Millions

 

 

CIN No.:

[Company Identification No.]

L72200MH1978PLC020127

 

 

Legal Form :

A Public Limited Liability company. The company’s Share are Listed on the Stock Exchange.

 

 

Line of Business :

Provides Information Technology Services.

 

 

No. of Employees :

Information denied by management

 

 

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 135200000

 

 

Status :

Good

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Clear

 

 

Comments :

Subject is a subsidiary of IGATE CORPORATION.

 

It is a well established company having a good track record. The company has performed well in the current year. Financial strength of the company appears to be strong. Liquidity position of the company is good.

 

Company receives strong support from its holding companies. Creditworthiness 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 condition.

 

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

 

 

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 BY

 

Name :

Mr. Ganesh Gurav

Designation :

Accountant

Contact No.:

91-20-66930500

Date :

24.12.2012

 

 

LOCATIONS

 

Registered Office :

Tower 3, Cybercity, Magarpatta City,Hadapsar, Pune-411013, Maharashtra, India

Tel. No.:

91-20-39842000

Fax No.:

91-20-39842082

E-Mail :

arun.kanakal@igatepatni.com

Website :

www.igatepatni.com

 

 

Sales Offices :

Located at

 

·         Australia

·         China

·         India

·         Indonesia

·         Japan

·         Singapore

 

 

Branch Office :

Ackruti Softech Park, MIDC Cross Road No. 21, Andheri (East), Mumbai – 400093, Maharashtra, India

Tel. No.:

91-22-66930500

Fax No.:

91-22-28321750

E-Mail :

investors.redressal@igatepatni.com

 

 

DIRECTORS

 

As on 29.06.2011

 

Name :

Mr. Jai S Pathak

Designation :

Director

Address :

634,  S  Rimpau  BL  VD,Los  Angeles  CA  –  90005,USA  

Date of Birth/Age :

14.01.1959

Date of Appointment :

12.05.2011

DIN No.:

00026416

 

 

Name :

Mr. Phaneesh Murthy

Designation :

Managing director

Address :

33245  Lark  Way,  Fremont  CA  94555,  USA  

Date of Birth/Age :

21.07.1963

Date of Appointment :

08.02.2011

DIN No.:

00388525

 

 

Name :

Mr. Knut Goran Lindahl

Designation :

Director

Address :

Ginstvagen  14,  SE  236  42,  Holiviken,  Sweden  

Date of Birth/Age :

28.04.1945

Date of Appointment :

12.05.2011

DIN No.:

03507979

 

 

Name :

Mr. Shashank Singh

Designation :

Director

Address :

Flat  8A,  Sudhakar,  26  Narayan  Dabholkar  Road,  Mumbai   400006, Maharashtra, India

Date of Birth/Age :

03.06.1976

Date of Appointment :

08.02.2011

DIN No.:

02826978

 

 

Name :

Mr. Arun Sardarila Duggal

Designation :

Director

Address :

A4,  3rd  Floor,  West  End  Colony, New  Delhi110021, India

Date of Birth/Age :

01.10.1946

Date of Appointment :

12.11.2003

DIN No.:

00024262

 

 

Name :

Mr. Vimal Ranjit  Mal Bhandari

Designation :

Director

Address :

Flat  no164A,  Kalpataru  Horizon,  S  K  Ahire  Marg,  Worli,  Mumbai   400026, Maharashtra, India

Date of Birth/Age :

23.08.1958

Date of Appointment :

15.01.2010

DIN No.:

00001318

 

 

KEY EXECUTIVES

 

Name :

Mr. Ganesh Gurav

Designation :

Accountant

 

 

Name :

Mr. Arun Bheemrao Kanakal

Designation :

Secretary

Address :

A-002,  57/58  Sriprastha,  Nalasopara(West),  District Thane – 401203, Maharashtra, India  

Date of Birth/Age :

20.07.1962

Date of Appointment :

01.08.2000

PAN No.:

AAGPK7581G

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

As on 31.03.2012

 

Category Code

(I)

Category of Shareholder

 

No. of Shares

Percentage of Holding

(A)

Shareholding of Promoter and Promoter Group

 

 

(1)

Indian

 

 

(a)

Individuals / HUF

-

-

(b)

Central Govt / State Govt(s)

-

 

(c)

Bodies Corporate

14750947

13.12

(d)

Financial Institutions / Banks

-

-

(e)

Any Other (specify)

-

-

 

Relatives of Promoters

-

-

 

Sub-Total of (A) (1)

14750947

13.12

(2)

Foreign

 

 

(a)

Individuals (Non-Resident Individuals / Foreign Individuals

-

-

(b)

Bodies Corporate

75177901

66.87

(c)

Institutions

-

-

(d)

Any Other (specify)

-

-

 

Sub- Total (A)(2)

75177901

66.87

 

Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2)

89928848

79.99

(B)

Public Shareholding

 

 

(1)

Institutions

 

 

(a)

Mutual Funds / UTI

-

-

(b)

Financial Institutions / Banks

6000

0.01

(c)

Central Govt / State Govt(s)

-

-

(d)

Venture Capial Funds

-

-

(e)

Insurance Companies

-

-

(f)

Foreign Institutional Investors

2907601

2.59

(g)

Foreign Venture Cap. Investors

-

-

(h)

Any Other (specify)

-

-

 

Sub-Total B(1)

2913601

2.59

(2)

Non- Institutions

 

 

(a)

Bodies Corporate

16476615

14.66

(b)

Individuals -

 

 

 

i. Individual shareholders holding nominal sharecapital upto Rs. 0.100 million

1786552

1.59

 

ii. Individual shareholders holding nominal sharecapital in excess of Rs. 0.100 millions

990500

0.88

(c)

Any Other (specify)

 

 

 

Non Resident Indians

48692

0.04

 

Trusts

1550

0.00

 

Clearing Members

159721

0.14

 

Directors

4550

0.00

 

Foreign Bodies - DR

115304

0.10

 

Sub-Total (B)(2)

19583484

17.42

 

Total Public Shareholding

(B) = (B)(1)+(B(2)

22497085

20.01

 

Total (A)+(B)

112425933

100.00

(C)

Shares held by Custodians and against which Depository Receipts have been issued

 

 

(I)

Promoter and Promoter Group

20161867

14.86

(II)

Public

3133527

2.31

 

Sub-Total (C)

23295394

17.16

 

GRAND TOTAL (A) + (B) + (C)

135721327

--

 

Statement showing holding of securities (including shares, warrants, convertible securities) of persons belonging to the category "promoter and promoter group"

 

Name of the Shareholder

 

No. of Shares

Percentage of Holding

iGATE Global Solutions Limited

14750947

10.87

PAN-Asia iGATE Solutions

75177901

55.39

TOTAL

89928848

66.26

 

Statement showing holding 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

 

Name of the Shareholder

 

No. of Shares

Percentage of Holding

KMCC-PCSL-Special Depository Escrow Account

16266542

11.99

TOTAL

16266542

11.99

 

Statement showing holding 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

 

Name of the Shareholder

 

No. of Shares

Percentage of Holding

KMCC-PCSL-Special Depository Escrow

16266542

11.99

TOTAL

16266542

11.99

 

 

BUSINESS DETAILS

 

Line of Business :

Provides Information Technology Services.

 

 

GENERAL INFORMATION

 

No. of Employees :

Information denied by management

 

 

Bankers :

Standard Chartered Bank, 90 M G Road, Fort Mumbai - 400001, India.

 

 

Facilities :

Secured Loan

31.12.2011

(Rs. in Millions)

31.12.2010

(Rs. in Millions)

Lease obligation in relation to vehicles acquired under finance lease*

12.011

9.773

Total

12.011

9.773

Note :

Finance lease obligations are secured against the vehicles acquired on lease.

 

Finance lease :

 

The Company has acquired certain vehicles under finance lease for a non-cancellable period of 4 to 5 years. At the inception of the lease, fair value of such vehicles has been recorded as an asset under gross block of vehicles with a corresponding lease obligation recorded under secured loans. There is no escalation clause in the lease agreement. There are no restriction imposed by lease arrangements. Fixed assets include the following amounts in relation to the above leased assets:

 

Particulars

31.12.2011

31.12.2010

Gross block of vehicles

22.512

18.524

Less: Accumulated depreciation

9.625

8.805

Net block

12.887

9.719

 

Total minimum lease payments and maturity profile of finance leases at the balance sheet date, the element of interest included in such payments, and the present value of the minimum lease payments as of 31 December 2011 are as follows:

 

Particulars

Total minimum

lease payments

outstanding

Interest

included in

minimum lease

payments

Present value of

minimum lease

payments

31.12.2011

 

 

 

No later than one year

5.241

1.411

3.830

Later than one year and not later than five years

9.660

1.479

8.181

Totals

14.901

2.890

12.011

31.12.2010

 

 

 

No later than one year

4.494

0.789

3.705

Later than one year and not later than five years

6.877

0.809

6.068

Totals

1.371

1.598

9.773

 

Operating lease :

 

The Company has taken certain office spaces and accommodation for its employees under operating lease agreements, which expires at various dates through year 2015. Some of the lease agreement have a price escalation clause. The lease rental expense recognized in the profit and loss account for the year is Rs. 255.443 millions (2010 :Rs. 308.036 millions). The escalation amount for non-cancellable operating lease payable in future years and accounted for by the Company is Rs. 10.709 millions. There are no subleases. Future minimum lease payments and the payment profile of non-cancellable operating leases are as follows:

 

Particulars

31.12.2011

31.12.2010

No later than one year

37.443

21.597

Later than one year and not later than five years

73.460

73.403

Totals

110.903

95.000

 

 

 

Banking Relations :

--

 

 

Auditors :

 

Name :

S.R. Batliboi and Associates

Chartered Accountants

Address :

14th Floor, The Ruby 29 Senapati Bapat Marg, Dadar (West), Mumbai - 400 028, India.

Tel. No.:

91-22-61920000

Fax No.:

91-22-61921000

 

 

Related parties where control exists :

 

 

Holding Company and ultimate holding companies:

·         iGATE Corporation

·         iGATE Holding Corporation

·         iGATE Technologies Inc.

·         Pan-Asia iGATE Solutions, (Mauritius)

 

 

Subsidiaries (Companies under the same management)

·         Patni Americas, Inc., USA

·         Patni Computer Systems (UK) Limited

·         Patni Computer Systems GmbH

·         Patni Telecom Solutions Inc., USA

·         Patni Telecom Solutions (UK) Limited

·         Patni Telecom Solutions Private Limited

·         Patni Life Sciences Inc., USA (merged with Patni Americas, Inc., USA in October 2010)

·         Patni Computer Systems Brasil Ltda. (dissolved in October 2010)

·         Patni Computer Systems (Czech) s.r.o

·         PCS Computer Systems, Mexico, SA de CV

·         Patni (Singapore) Pte Limited

·         CHCS Services Inc., USA

·         Patni Computer Systems Japan Inc.

·         Patni Computer Systems (Suzhou) Co., Limited

·         Patni Computer Systems Software (Dalian) Limited

 

 

Others :

·         Patni Computer Systems Limited Employee Gratuity Fund

·         Patni Computer Systems Limited Employee Superannuation Trust

 

 

Joint Ventures :

J R Kyushu Patni Systems Inc.

 

 

Related parties with whom transactions have taken place during the year :

 

 

Holding Company and ultimate holding companies :

·         iGATE Corporation

·         iGATE Technologies Inc.

 

 

Fellow Subsidiaries :

·         iGATE Global Solutions Limited

·         iGATE Technologies (Canada) Inc.

·         Mascot Systems GmbH

 

 

Subsidiaries :

·         Patni Americas, Inc., USA

·         Patni Computer Systems (UK) Limited

·         Patni Computer Systems GmbH

·         Patni Telecom Solutions Inc., USA

·         Patni Telecom Solutions (UK) Limited

·         Patni Telecom Solutions Private Limited

·         Patni Computer Systems (Czech) s.r.o

·         PCS Computer Systems, Mexico, SA de CV

·         Patni (Singapore) Pte Limited

·         CHCS Services Inc., USA

·         Patni Computer Systems Japan Inc.

·         Patni Computer Systems (Suzhou) Company Limited

 

 

CAPITAL STRUCTURE

 

As on 31.12.2011

 

Authorised Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

250000000

Equity Shares

Rs. 2/- each

Rs. 500.000 Millions

 

 

 

 

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

134494133

Equity Shares

Rs. 2/- each

Rs. 268.988 Millions

 

 

 

 

 

 

After 10.04.2012

 

Authorised Capital: Rs. 500.000 millions

 

Issued, Subscribed & Paid-up Capital: Rs. 272.314 millions


 

FINANCIAL DATA

[all figures are in Rupees Millions]

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

31.12.2011

31.12.2010

31.12.2009

SHAREHOLDERS FUNDS

 

 

 

1] Share Capital

268.988

262.838

258.252

2] Stock Option Outstanding

149.910

242.335

118.828

3] Reserves & Surplus

33389.486

29167.937

31660.399

4] (Accumulated Losses)

0.000

0.000

0.000

NETWORTH

33808.384

29673.110

32037.479

LOAN FUNDS

 

 

 

1] Secured Loans

12.011

9.773

9.447

2] Unsecured Loans

0.000

0.000

0.000

TOTAL BORROWING

12.011

9.773

9.447

DEFERRED TAX LIABILITIES

121.940

61.770

51.401

 

 

 

 

TOTAL

33942.335

29744.653

32098.327

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

5581.936

5951.018

6071.938

Capital work-in-progress

768.086

921.092

1336.582

 

 

 

 

INVESTMENT

22564.329

18350.292

22673.955

DEFERRED TAX ASSETS

295.973

0.000

118.363

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

0.000

0.000

0.000

 

Sundry Debtors

4641.531

3727.779

3395.803

 

Cash & Bank Balances

934.583

1669.793

1040.456

 

Other Current Assets

830.054

724.446

354.596

 

Loans & Advances

3242.528

3106.837

1917.602

Total Current Assets

9648.696

9228.855

6708.457

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

 

Sundry Creditors

188.902

162.683

155.041

 

Other Current Liabilities

3120.714

2893.046

2608.100

 

Provisions

1607.069

1650.875

2047.827

Total Current Liabilities

4916.685

4706.604

4810.968

Net Current Assets

4732.011

4522.251

1897.489

 

 

 

 

MISCELLANEOUS EXPENSES

0.000

0.000

0.000

 

 

 

 

TOTAL

33942.335

29744.653

32098.327

 

 


PROFIT & LOSS ACCOUNT

 

 

PARTICULARS

31.12.2011

31.12.2010

31.12.2009

 

SALES

 

 

 

 

 

Income

21516.661

18912.725

17348.606

 

 

Other Income

1459.574

2155.013

692.590

 

 

TOTAL                                     (A)

22976.235

21067.738

18041.196

 

 

 

 

 

Less

EXPENSES

 

 

 

 

 

Personnel costs

12639.723

9462.208

8124.686

 

 

Selling, general and administration costs

3270.072

3487.841

3111.379

 

 

Transfer from revaluation reserve

(0.081)

(0.081)

(0.081)

 

 

TOTAL                                     (B)

15909.714

12949.968

11235.984

 

 

 

 

 

Less

PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B)      (C)

7066.521

8117.770

6805.212

 

 

 

 

 

Less

FINANCIAL EXPENSES                         (D)

29.303

43.355

67.453

 

 

 

 

 

 

PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D)                                       (E)

7037.218

8074.415

6737.759

 

 

 

 

 

Less/ Add

DEPRECIATION/ AMORTISATION                     (F)

1097.384

919.056

919.884

 

 

 

 

 

 

PROFIT BEFORE TAX (E-F)                               (G)

5939.834

7155.359

5817.875

 

 

 

 

 

Less

TAX                                                                  (H)

903.910

604.894

390.559

 

 

 

 

 

 

PROFIT AFTER TAX (G-H)                                (I)

5035.924

6550.465

5427.316

 

 

 

 

 

Less

Prior Period Items

38.083

0.000

0.0000

 

 

 

 

 

Add

PREVIOUS YEARS’ BALANCE BROUGHT FORWARD

16169.496

19890.408

15459.042

 

 

 

 

 

Less

APPROPRIATIONS

 

 

 

 

 

Proposed Dividend on equity shares

0.000

2.221

387.383

 

 

Interim Dividend on equity shares

0.000

8244.435

0.000

 

 

Tax on Dividend

0.000

1369.675

65.836

 

 

Transfer to general reserve

0.000

655.046

542.731

 

BALANCE CARRIED TO THE B/S

21167.337

16169.496

19890.408

 

 

 

 

 

 

EARNINGS IN FOREIGN CURRENCY

 

 

 

 

 

Sales and services income (on FOB basis)

21133.391

18538.662

17395.396

 

 

Interest received

43.728

47.592

58.325

 

 

Other Income

2.295

3.419

3.806

 

TOTAL EARNINGS

21179.414

18589.673

17457.527

 

 

 

 

 

 

IMPORTS

 

 

 

 

 

Capital Goods

247.878

220.955

127.418

 

 

Software consumables

3.791

2.470

0.212

 

TOTAL IMPORTS

251.669

223.425

127.630

 

 

 

 

 

 

Earnings Per Share (Rs.)             

 

 

 

 

Basic

37.43

50.35

42.32

 

Diluted

36.83

48.77

41.47

 

 

QUARTERLY RESULTS

 

Particulars

 

 

31.03.2012

Audited / UnAudited

 

 

Unaudited

 

 

 

1st Quarter

Net Sales

 

 

5474.900

Total Expenditure

 

 

3670.100

PBIDT (Excl OI)

 

 

1804.800

Other Income

 

 

391.200

Operating Profit

 

 

2196.000

Interest

 

 

9.300

Exceptional Items

 

 

0.000

PBDT

 

 

2186.700

Depreciation

 

 

296.800

Profit Before Tax

 

 

1889.900

Tax

 

 

362.200

Provisions and contingencies

 

 

0.000

Profit After Tax

 

 

1527.700

Extraordinary Items

 

 

0.000

Prior Period Expenses

 

 

0.000

Other Adjustments

 

 

0.000

Net Profit

 

 

1527.700

 

KEY RATIOS

 

PARTICULARS

 

 

31.12.2011

31.12.2010

31.12.2009

PAT / Total Income

(%)

21.82

31.09

30.08

 

 

 

 

 

Net Profit Margin

(PBT/Sales)

(%)

27.61

37.83

33.54

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

39.00

47.14

45.52

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

0.18

0.24

0.18

 

 

 

 

 

Debt Equity Ratio

(Total Liability/Networth)

 

0.15

0.16

0.15

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

1.96

1.96

1.39

 

 

LOCAL AGENCY FURTHER INFORMATION

 

SUNDRY CREDITORS DETAILS:

 

Particulars

31.12.2011

31.12.2010

31.12.2009

 

(Rs. In Millions)

Sundry creditors

 

 

 

- total outstanding dues of creditors other than micro and small enterprises

188.902

162.683

155.041

 

 

 

 

Total

188.902

162.683

155.041

 

 

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

Yes

10]

Designation of contact person

Yes

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

No

33]

Voter ID No of Proprietor/Partner/Director, if available

No

34]

External Agency Rating, if available

No

 

 

CONTINGENT LIABILITIES:

 

(Rs. in millions)

PARTICULARS

31.12.2011

Disputed Income Tax

5395.509

Bank guarantees

46.041

 

PRESS RELEASE

 

iGATE Computer Systems Limited Announces Intention to Delist From the NYSE

September 7, 2012

 

MUMBAI, India, Sept. 7, 2012 (GLOBE NEWSWIRE) -- iGATE Computer Systems Limited (f/k/a Patni Computer Systems Limited) (the "Company"), a wholly owned subsidiary of iGATE Corporation (Nasdaq:IGTE), the first integrated technology and operation company providing Business Outcomes based solutions, today publicly announced its intention to apply for the voluntarily delisting of its American Depositary Shares ("ADSs") from the New York Stock Exchange (the "NYSE") on September 28, 2012. On August 31, 2012, a notice announcing the delisting of the ADSs from the NYSE was distributed to holders of ADSs as required by a deposit agreement dated December 7, 2005 by and between the Company and The Bank of New York Mellon, as Depositary. On September 18, 2012, the Company intends to file a Form 25 with the U.S. Securities and Exchange Commission (the "Commission") and it is expected that the last day of trading on the NYSE will be Friday, September 28, 2012. Then, the ADSs will transition to "level one status" and will be tradable on the U.S. over-the-counter market beginning on Monday, October 1, 2012.

 

Since listing its ADSs on the NYSE in 2005, the Company has complied with the disclosure requirements of U.S. securities laws and regulations and made efforts to enhance voluntary disclosures to assist U.S. shareholders and investors deepen their understanding of the Company. Meanwhile, on May 11, 2011, iGATE Corporation through its subsidiaries ("iGATE") completed the acquisition of approximately 83% of the outstanding shares in the Company and on March 14, 2012 commenced a delisting offer in India to (a) acquire all the remaining issued and outstanding equity shares, par value of Rs. 2 (the "Shares" or the "Common Stock") of its majority-owned subsidiary, the Company and (b) delist the shares from the Bombay Stock Exchange Ltd and the National Stock Exchange of India Limited (clauses (a) and (b), collectively, the "Delisting Offer"). In connection with the Delisting Offer, the Company opened a subsequent offering period through May 27, 2013, pursuant to which holders of ADSs can tender the shares underlying there ADSs at the price of Rs. 520 per share. This press release does not constitute and offer to purchase shares or ADSs in the Company. Holders wishing to tender their shares during the subsequent offering period should consult with the Schedule TO on file with the Commission.

 

As of September 07, 2012, iGATE and its subsidiaries owned over 97% of the outstanding equity of the Company and publicly held ADSs constituted less than 1% of the outstanding equity in the Company.

 

Against this backdrop, the Company believes that the costs and expenses associated with the continued listing on the NYSE are not economically justified, taking into account the fact that the volume of the Company's ADSs which trade on the NYSE accounts for only a small fraction of the Company's total outstanding equity. Therefore, the Company decided to apply for voluntary delisting of its ADSs from the NYSE and for deregistration of its ADSs under the Exchange Act to eliminate the associated costs and expenses and thereby promote profitability.

 

About Igate

 

iGATE Corporation is the first integrated technology and operations (iTOPS) company providing full-spectrum consulting, technology and business process outsourcing, and product and engineering solutions on a Business Outcomes-based model. Armed with over three decades of IT Services experience and powered by the iTOPS platform, iGATE's multi-location global organization has a talent pool of over 27,000 employees and consistently delivers effective solutions to over 300 clients including Fortune 1000 and Global 2000 companies spanning verticals such as: banking and financial services; insurance and healthcare; life sciences; manufacturing, retail, distribution and logistics; media, entertainment, leisure and travel; communication, energy and utilities; public sector; and independent software vendors. Please visit www.igate.com for more information. iGATE is represented by iGATE Corporation and its subsidiaries, including iGATE Computer Systems Ltd f/k/a Patni Computer Systems Limited

 

iGATE Corporation is listed on the NASDAQ Global Select Market under the symbol "IGTE." iGATE Computer Systems Ltd is listed on NYSE under the symbol "PTI."

 

BUSINESS PERFORMANCE:
 

The performance  of the Company during the year under  report  has  shown  improvement  over  the previous year. Total revenue for the year  ended  31 December 2011 amounted to Rs. 21,517 million as against Rs. 18,913  million for the corresponding period last year, registering a growth of about  14%. The Company has posted the Net Profits after tax to Rs. 4,998  million  as compared  to  Rs.  6,551 million for the corresponding  period  last  year, registering a decline of about 24% for the year ended31 December 2011. Even on consolidated basis, revenues were increased in the current year 2011  by 12%  to Rs. 35,679 million from Rs. 31,881 million in 2010.The  net  income decreased by 36%.

 

BUSINESS OVERVIEW

 

The  Company is a worldwide outsourcing provider of integrated  end-to-end offshore  centric information technology ("IT") and  IT-enabled  operations solutions  and services. The Company delivers a comprehensive range  of  IT services through globally integrated onsite and offshore delivery locations primarily  in India. The Company offers its services to customers  through industry  focused  practices, including insurance and  healthcare  ("IHC"), manufacturing,  retail  and  logistics  ("MRDL"),  banking  and   financial services  ("BFS"),  communications  and utilities ("CEU"),  and  media  and entertainment  ("MELT")  and  through  technology  focused  practices.   IT services  include  application  development,  application  maintenance  and support,  verification  and validation, enterprise  application  solutions, business  intelligence and data warehousing ("BI & DW"), packaged  software implementation,  infrastructure  management  services,  quality   assurance services  and  product engineering services.  IT-enabled  services  include business  process outsourcing ("BPO"), transaction processing services  and customer interaction services ("CIS").

 

On 12 May 2011, iGATE through its wholly owned subsidiaries acquired  82.4% of the outstanding shares of the Company. The acquisition by iGATE combined two   highly  recognized  IT  services  and  outsourcing   companies   with complementary industry verticals for the purpose of facilitating  sustained longterm growth and to strengthen their competitive position as a  top-tier company in the highly-fragmented global IT industry. iGATE`s strategy is to utilize  the Company`s expanded pool of talent, diverse  expertise  across multiple verticals, higher level of strategic end-to-end service  offerings and established management team to enable iGATE in offering  differentiated solution sets in developing and maintaining long-term client  relationships with a diversified client basis that spans different industry verticals.

 

Post  acquisition, the internal management of the consolidated  entities  - iGATE and Patni were restructured such that there were primarily two  major segments  in  the  consolidated company - (i) iGATE  Corporation  (and  its subsidiaries other than Patni) and; (ii) Patni. The internal  restructuring also included a restructuring of the Board of Directors of the Company.

 

The  Company  offers  services in an integrated manner  to  customers  who belong  to  different industry verticals namely insurance  and  healthcare, manufacturing,  retail  and  logistics,  banking  and  financial  services, communications  and utilities, and media and entertainment. The  Company`s operations are located in twenty seven countries.

 

Through a blended strategy of "offerings tailored to customers` and  market needs"   referred   to  as  "outside-in  approach"   for   problem-solving, experimenting  and  innovating  business  and  technology  platforms,  the Company   achieves  results  efficiently  through  rapid  improvement   and automation,  resulting  in reduced cycle times and costs over a  period  of time.  Accountability  for  results towards  aligned  goals  requires  the Company  to  continuously  measure its progress  against  the  goals,  thus enabling  it to deliver significant benefits to its customers along with  a lower risk profile.

 

The  Company  has a track record of successfully developing  and  managing large, long-term client relationships with some of the world`s largest  and best known companies. As of 31 December 2011, the Company`s customer  base was 280 clients. Several of the Company`s key executives are located in its client  geographies to better develop and maintain client relationships  at senior levels. Repeat business accounted for 98.6%, 94.6% and 94.0% of the Company`s revenues in 2011, 2010 and 2009.

 

The  Company`s revenues have grown from $655.9 million in 2009  to  $759.3 million in 2011, representing a CAGR of 7.6%. As of 31 December 2011,  the Company`s  total number of employees were around 18,000.The  Company  has invested  in  new high-tech facilities, which it refers  to  as  "knowledge parks",  designed for expanding their operations and training their  employees. The  Company has 130 sales and marketing personnel supported by  dedicated industry  specialists in 25sales offices around the globe, including  North America, Europe, Japan and the rest of the Asia-Pacific region.

 

Global Delivery Model

 

Global  demand for high quality, lower cost IT and IT-enabled services  has created  a  significant  opportunity for the Company,  which  it  uses  to successfully leverage the benefits of, and address the challenges in using, an offshore talent pool. The Company`s effective use of offshore personnel offers a variety of benefits, including lower costs, faster delivery of new IT   solutions  and  innovations  in  vertical  solutions,  processes   and technologies.

 

The Company has adopted a global delivery model for providing services  to its  clients.  The Company`s global delivery model  includes  on-site  and offshore  teams. The Company has offshore development centers  located  in Bangalore, Hyderabad, Chennai, Noida, Mumbai, Pune and Gandhinagar in India and  has global development centers located in Australia,  Mexico,  Canada, the United States, China, Singapore and India. The centers can deliver both onsite and offshore services, depending on client location and preferences.

 

IT  services that the Company delivers using its offshore centers  include software  application  development and  maintenance,  implementation   and support of enterprise applications, package evaluation and  implementation,

re-engineering,  data warehousing, business intelligence,  analytics,  data management   and  integration,  software  testing  and  IT   infrastructure management  services. The Company believes that it delivers  high  quality solutions to its clients at substantial savings by using its global pool of highly talented people.

 

IT-enabled operations offshore outsourcing solutions and services that the Company offers include BPO, transaction processing services and call center services.  BPO services are offered to clients that are looking to  achieve converged IT and BPO solutions. The transaction processing services offered are  focused  on the mortgage banking, financial  services,  insurance  and capital  market  industries,  except  for  the  delivery  of  finance   and accounting  functions such as accounts payable which can be  performed  for clients  across  all industries. The call center services  are  offered  to clients in several industries and are not industry specific.

 

Industry Practices, Technology Practices and IT Services

 

The Company offers its services to customers through industry practices in insurance and healthcare, manufacturing, retail and logistics, banking  and financial   services,   communications  and  utilities,   and   media   and entertainment.  The  Company  also has  technology  practices  that  offer services in product engineering and product design. The Company`s industry practices  and  technology practices are complemented by its  IT  services, which  it develops in response to client requirements and  technology  life cycles.  The  Company`s  service  lines  include  application  development, application   maintenance   and  support,  verification   and   validation, enterprise   application   solutions,  business   intelligence   and   data warehousing,   customer  interaction  services  and   BPO,   infrastructure management services and quality assurance services.

 

BACKGROUND

 

Subject is a company incorporated in India under the Indian Companies Act, 1956. In February 2004, Subject completed an initial public offering of its equity shares in India. In December 2005, Subject also completed an initial public offering of American Depositary Shares in the United States of America (USA).

 

Subject together with its subsidiaries (collectively, the “Patni Group” or “the Company”) is engaged in IT consulting, software development and Business Process Outsourcing (“BPO”). The Company provides multiple service offerings to its clients across various industries including banking and insurance; manufacturing, retail and distribution; life sciences; product engineering; communications, media and entertainment; and utilities. The various service offerings include application development and maintenance, enterprise software and systems integration services, business and technology consulting, product engineering services, infrastructure management services, customer interaction and BPO, quality assurance and engineering services.

 

On 12 May 2011, the Company was acquired by iGATE Corporation (“iGATE”) through two of its wholly-owned subsidiaries, Pan-Asia iGATE Solutions, (“iGATE Mauritius”), and iGATE Global Solutions Limited (“iGS” and, together with iGATE Mauritius, the “Purchasers”). The acquisition involved acquiring 60,091,202 shares or 45.0% of the outstanding share capital from the promoters of the Company and 22,913,948 shares (inclusive of the American Depositary Shares representing 20,161,867 shares) or 17.1% of the outstanding share capital of the Company from General Atlantic Mauritius Limited. Further in accordance with the requirements of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997, as amended, and a tender offer pursuant to the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations of the U.S. Securities and Exchange Commission, the Purchasers also acquired an additional 27,085,565 shares or 20.3% of the outstanding shares of the Company through a mandatory open public offer made on 8 April 2011 to the other shareholders of the Company.

 

As of 31 December 2011, iGATE Corporation holds 81.9% of outstanding shares.

 

FIXED ASSETS:

 

·                Land (Freehold)

·                Land (Leasehold)

·                Buildings

·                Leasehold improvements

·                Computer software

·                Computers and other service equipments

·                Electrical installations

·                Office equipments

·                Furniture and fixtures

·                Vehicles

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.89.10

Euro

1

Rs.72.62

 

 

INFORMATION DETAILS

 

Information Gathered by :

PJA

 

 

Report Prepared by :

MRI

 


 

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

8

--PROFITABILIRY

1~10

8

--LIQUIDITY

1~10

7

--LEVERAGE

1~10

7

--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

NO

--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.