MIRA INFORM REPORT

Report Date :

28.02.2012

IDENTIFICATION DETAILS

Name :	RAMBOLL INDIA PRIVATE LIMITED [w.e.f. 21.09.2011]
Formerly Known As :	RAMBOLL IMISOFT PRIVATE LIMITED
Registered Office :	Plot No. 32, Kavuri Hills, Near Road No. 36, Jubilee Hills, Hyderabad-500033, Andhra Pradesh
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	17.11.2006
Com. Reg. No.:	01-51714
Capital Investment / Paid-up Capital :	Rs.30.000 Millions
CIN No.: [Company Identification No.]	U72200AP2006PTC051714
TAN No.: [Tax Deduction & Collection Account No.]	HYDI02002A
PAN No.: [Permanent Account No.]	AABCI7215D
Legal Form :	Private Limited Liability Company
Line of Business :	Providing Software Technology and Professional Services.
No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

Ba (51)

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

Maximum Credit Limit :	USD 1500000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is an established company having fine track. General financial position of the company appears to be sound. Trade relations are reported as fair. Business is active. Payments are regular and as per commitments. The company can be considered normal for business dealings at usual trade terms and conditions.

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

ECGC Country Risk Classification List – September 30, 2011

Country Name	Previous Rating (30.06.2011)	Current Rating (30.09.2011)
India	A1	A1

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

LOCATIONS

Registered Office :	Plot No. 32, Kavuri Hills, Near Road No. 36, Jubilee Hills, Hyderabad-500033, Andhra Pradesh, India
Tel. No.:	91-40-40322000/40322056
Fax No.:	Not available
E-Mail :	accounts@ramboll-imi.com accounts@imisoft.com
Website :	http://www.imisoft.com
Branch Office :	Plot No. 7, Opposite Orchid International School, Kavuri Hills, Guttala Begumpet, Hyderabad-500033, Andhra Pradesh, India
Tel. No.:	91-40-40322800

DIRECTORS

As on 29.08.2011

Name :

Mr. Poul Albeck

Designation :

Managing Director

Address :

Hoejleddet 6 Hotel, 2840 Denmark

Date of Birth/Age :

02.03.1953

Date of Appointment :

02.04.2008

Din No.:

00513516

Other Directorship:

S. No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Company Status	Defaulting status
1	U64203AP2005PTC066821	RAMBOLL ENGINEERING CONSULTANCY SERVICES INDIA PRIVATE LIMITED	Director	29-03-07	26-12-05	Active	NO
2	U72200AP2006PTC051714	RAMBOLL INDIA PRIVATE LIMITED	Managing director	15-05-08	02-04-08	Active	NO

Name :

Mr. Soren Holm Johansen

Designation :

Director

Address :

Jystrup Bygade 13, 4175 Jystrup, Midtdjaelland 4175, Denmark

Date of Birth/Age :

01.06.1955

Date of Appointment :

02.04.2008

Din No.:

01684548

Other Directorship:

S. No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Date of cessation	Company Status	Defaulting status
1	U74140TN1998PLC039864	L AND T-RAMBOLL CONSULTING ENGINEERS LIMITED	Director	09-02-98	09-02-98	15-06-07	Active	NO
2	U64203AP2005PTC066821	RAMBOLL ENGINEERING CONSULTANCY SERVICES INDIA PRIVATE LIMITED	Additional director	03-10-11	26-12-05	-	Active	NO
3	U72200AP2006PTC051714	RAMBOLL INDIA PRIVATE LIMITED	Nominee director	02-04-08	02-04-08	-	Active	NO
4	U74210MH2005PTC156815	WHITBY AND BIRD (INDIA) PRIVATE LIMITED	Director	29-09-09	29-09-09	15-10-11	Active	NO

Name :

Mrs. Deepa Agar Hingorani

Designation :

Nominee Director

Address :

III – L – 7, Lajpat Nagar, New Delhi – 110024, India

Date of Birth/Age :

29.09.1970

Date of Appointment :

02.04.2008

Din No.:

00206310

Other Directorship:

S. No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Date of cessation	Company Status	Defaulting status
1	U73100KA2005PTC035887	AVESTA NORDIC RESEARCH PRIVATE LIMITED	Director	21-09-06	23-03-05	27-03-07	Active	NO
2	U51909HR2005PTC035686	ORANA INDIA PRIVATE LIMITED	Director	18-04-05	18-04-05	-	Active	NO
3	L74999AP1988PLC008966	ALUMECO INDIA EXTRUSION LIMITED	Nominee director	28-10-05	28-10-05	02-02-12	Active	NO
4	U72900DL2003PTC120602	INITTO TECHNOLOGIES INDIA PRIVATE LIMITED	Nominee director	15-12-06	03-11-05	08-01-09	Active	NO
5	L85110KA1984PLC006116	DISA INDIA LIMITED	Director	15-08-06	15-08-06	-	Active	NO
6	U15111DL2006PTC148579	CARLSBERG INDIA PRIVATE LIMITED	Director	01-11-07	01-02-07	-	Active	NO
7	U72200AP2006PTC051714	RAMBOLL INDIA PRIVATE LIMITED	Nominee director	02-04-08	02-04-08	-	Active	NO
8	U74991TN2008PTC069168	NILPETER INDIA PRIVATE LIMITED	Nominee director	10-10-08	10-10-08	-	Active	NO
9	L65991DL1990PLC041796	SATIN CREDITCARE NETWORK LIMITED	Director	30-09-11	12-02-11	-	Active	NO
10	U74900TN2010PTC074371	VALCON MANAGEMENT CONSULTANTS PRIVATE LIMITED	Nominee director	13-04-11	13-04-11	-	Active	NO
11	U64203AP2005PTC066821	RAMBOLL ENGINEERING CONSULTANCY SERVICES INDIA PRIVATE LIMITED	Additional director	24-10-11	24-10-11	-	Active	NO

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 29.08.2011

Names of Shareholders	No. of Shares
Tarimela Holdings Private Limited, India	475200
Ramboll Singapore Pte. Limited, Singapore	1800000
Industrialisation Fund For Developing Countries, Denmark	540000
Total	2815200

As on 29.08.2011

Equity Share Breakup	Percentage of Holding
Category
Foreign holdings [Foreign institutional investors, Foreign Companies, Foreign Financial Institutions, Non-resident Indian or Overseas corporate bodies or others]	83.12
Bodies corporate	16.88
Total	100.00

BUSINESS DETAILS

Line of Business :

Providing Software Technology and Professional Services.

GENERAL INFORMATION

Bankers :

• Citibank N.A, 1st Floor, Queens Plaza, Sardar Patel Road, Hyderabad - 500003, Andhra Pradesh, India
• Development Credit Bank Limited, 9-1-125/1,5th Floor, Siddharth Plaza,, 44, Sarojini Devi Road, Secunderabad-500003, Andhra Pradesh, India

Facilities :

Secured Loan	As on 31.03.2011 [Rs. in Millions]	As on 31.03.2010 [Rs. in Millions]
Vehicles Loan from a bank (Secured by hypothecation of vehicle acquired out of the )	0.000	0.317
Bank Overdraft (Secured by a first charge of the fixed assets and current assets of the company, both present and future)	0.491	1.068
Total	0.491	1.385

Banking Relations :	--
Auditors :
Name :	Price Waterhouse Chartered Accountant
Address :	#8-2-293/82/A/1131A, Road No.36, Jubliee Hills, Hyderabad – 500034, Andhra Pradesh, India
Pan No.:	AAEFP5579P
Holding Company:	Ramboll Singapore Pte. Limited, Singapore
Ultimate Holding Company:	Ramboll Group A/S, Denmark
Fellow Subsidiaries :	Ramboll Telecom, Denmark Ramboll Engineering Consultancy Services India Private Limited (Formerly known as Ramboll Telecom India Private Limited) Whitby and Bird India Private Limited

CAPITAL STRUCTURE

As on 29.08.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
3000000	Equity Shares	Rs.10/- each	Rs.30.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
2815200	Equity Shares	Rs.10/- each	Rs.28.152 Millions

As on 31.03.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
3000000	Equity Shares	Rs.10/- each	Rs.30.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
3000000	Equity Shares	Rs.10/- each	Rs.30.000 Millions

NOTE: Of the above 1800000 March 31, 2010: 1800000 equity shares are held by Ramboll Singapore Pte. Limited the holding company.

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2011	31.03.2010	31.03.2009
SHAREHOLDERS FUNDS
1] Share Capital		30.000	30.000	30.000
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		360.104	275.423	164.681
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		390.104	305.423	194.681
LOAN FUNDS
1] Secured Loans		0.491	1.385	0.578
2] Unsecured Loans		0.000	0.000	0.000
TOTAL BORROWING		0.491	1.385	0.578
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		390.595	306.808	195.259
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		55.285	44.071	39.084
Capital work-in-progress		0.000	0.000	0.000
INVESTMENT		0.000	0.000	0.000
DEFERREX TAX ASSETS		6.976	2.005	8.712
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	0.000	0.000	4.299
	Sundry Debtors	168.101	213.058	118.228
	Cash & Bank Balances	162.759	85.644	72.557
	Other Current Assets	2.271	1.108	0.584
	Loans & Advances	124.222	90.556	46.090
Total Current Assets		457.353	390.366	241.758
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	78.975	59.435	27.852
	Other Current Liabilities	31.629	49.506	47.102
	Provisions	18.415	20.693	19.341
Total Current Liabilities		129.019	129.634	94.295
Net Current Assets		328.334	260.732	147.463
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		390.595	306.808	195.259

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		Income	527.700	499.000	430.090
		Other Income	15.300	33.800	2.210
		TOTAL	543.000	532.800	432.300
Less	EXPENSES
		Salaries and Benefits to Employees
		Administrative and other Expenses	404.400	357.700	278.400
		Financial Expenses
		TOTAL	404.400	357.700	278.400
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION		138.600	175.100	153.900
Less/ Add	DEPRECIATION/ AMORTISATION		9.100	7.300	2.530
	PROFIT BEFORE TAX		129.500	167.800	151.370
Less	TAX		44.900	57.100	57.660
	PROFIT AFTER TAX		84.600	110.700	93.710
	EARNINGS IN FOREIGN CURRENCY
		Software Services	2.149	2.224	3.093
	Earnings Per Share (Rs.)		28.23	36.91	31.34

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	15.58	20.77	21.68
Net Profit Margin (PBT/Sales)	(%)	24.54	33.63	35.19
Return on Total Assets (PBT/Total Assets}	(%)	25.26	38.62	53.90
Return on Investment (ROI) (PBT/Networth)		0.33	0.55	0.78
Debt Equity Ratio (Total Liability/Networth)		0.33	0.43	0.49
Current Ratio (Current Asset/Current Liability)		3.54	3.01	2.56

LOCAL AGENCY FURTHER INFORMATION

REVIEW OF OPERATIONS:

During the financial year the company has earned an income of Rs.543.000 millions as against Rs.532.800 millions in the previous year. The profit for the period is Rs.74.700 millions as against Rs.110.700 millions in the previous year.

INDUSTRY SCENARIO AND FUTURE PROSPECTS:

The company has maintained its position in the current year as service provider for quality inspection services, designing, detailing, non destructive test, software development and maintenance services for telecom infrastructure industry.

During the financial year, number of full time employees have decreased from 977 in March 2010 to 687 in March 2011.

BANKERS CHARGES REPORT AS PER REGISTRY

This form is for	Creation of charge
Corporate identity number of the company	U72200AP2006PTC051714
Name of the company	RAMBOLL IMISOFT PRIVATE LIMITED
Address of the registered office or of the principal place of business in India of the company	Plot No. 32, Kavuri Hills, Near Road No. 36, Jubilee Hills, Hyderabad-500033, Andhra Pradesh, India
Type of charge	Book Debts Movable Property [not being pledge] Others
Particular of charge holder	Citibank N.A, 1st Floor, Queens Plaza, Sardar Patel Road, Hyderabad - 500003, Andhra Pradesh, India
Email	roc@sdpa.in
Nature of description of the instrument creating or modifying the charge	Goods Security Agreement.
Date of instrument Creating the charge	04.10.2010
Amount secured by the charge	Rs.48.000 Millions
Brief particulars of the principal terms an conditions and extent and operation of the charge	Rate of Interest @ 11.50% per annum. Terms of Repayment Repayable on demand, annually renewable. Margin 25% against the book debts and NIL margin against the said fixed assets. Extent and Operation of the charge First exclusive charge by hypothecation of all the borrowers movable and non movable assets (including plant and machinery, book debts and receivables) both present and future forming part of its current assets and fixed assets both present and future in favour of Citibank N.A Hyderabad for the repayment of all monies in respect of the credit facility, including outstanding balance and also all interest, costs, charges and expenses.
Short particulars of the property charged	All of the Borrowers present and future book debts, outstanding monies, receivables, claims, bills, All the borrowers present and future movable plant, machinery, vehicles and equipments belonging to the borrower.

FIXED ASSETS:

· Computers

· Electrical Installations

· Air Conditioner

· Diesel Generator

· Office Equipment

· Furniture and Fixture

CMT REPORT (Corruption, Money Laundering & Terrorism]

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

1] INFORMATION ON DESIGNATED PARTY

No records exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

2] Court Declaration :

No records exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

3] Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

4] Record on Financial Crime :

Charges or conviction registered against subject: None

5] Records on Violation of Anti-Corruption Laws :

Charges or investigation registered against subject: None

6] Records on Int’l Anti-Money Laundering Laws/Standards :

Charges or investigation registered against subject: None

7] Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

8] Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

9] Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

10] Press Report :

No press reports / filings exists on the subject.

CORPORATE GOVERNANCE

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

CONTRAVENTION

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

FOREIGN EXCHANGE RATES

Currency	Unit	Indian Rupees
US Dollar	1	Rs.49.05
UK Pound	1	Rs.77.77
Euro	1	Rs.65.89

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
PAID-UP CAPITAL	1~10	6
OPERATING SCALE	1~10	5
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	6
--PROFITABILIRY	1~10	6
--LIQUIDITY	1~10	6
--LEVERAGE	1~10	5
--RESERVES	1~10	7
--CREDIT LINES	1~10	5
--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	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		51

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.