MIRA INFORM REPORT

 

 

Report Date :

04.10.2012

 

IDENTIFICATION DETAILS

 

Name :

WNS GLOBAL SERVICES PRIVATE LIMITED (w.e.f. 30.05.2008)

 

 

Formerly Known As :

WORLD NETWORK SERVICES PRIVATE LIMITED

 

 

Registered Office :

PL-10, Godrej and Boyce Complex, Pirojshanagar, L.B.S. Marg, Vikhroli (West), Mumbai – 400 079, Maharashtra

 

 

Country :

India

 

 

Financials (as on) :

31.03.2011

 

 

Date of Incorporation :

13.06.1996

 

 

Com. Reg. No.:

11-100196

 

 

Capital Investment / Paid-up Capital :

Rs.117.241 millions

 

 

CIN No.:

[Company Identification No.]

U72200MH1996PTC100196

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

MUMW01007G

 

 

PAN No.:

[Permanent Account No.]

AAACW2598L

 

 

Legal Form :

Private Limited Liability Company

 

 

Line of Business :

The Company is engaged in providing business process outsourcing services comprising back-office administration, data management and contact center management services.

 

 

No. of Employees :

Information declined by the management

 

 

RATING & COMMENTS

 

MIRA’s Rating :

A (64)

 

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 24977000

 

 

Status :

Good

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Clear

 

 

Comments :

Subject is a subsidiary of WNS (Mauritius) Limited. It is a well established company having fine track.

 

Financial position of the company appears to be sound. Trade relations are reported to as trustworthy. Business is active. Payments are reported to be regular and as per commitments.

 

The company can be considered good 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.

 

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

 

Management non-cooperative

 

Contact No.: 91-22-40952100

 

LOCATIONS

 

Registered Office :

PL-10, Godrej and Boyce Complex, Pirojshanagar, L.B.S. Marg, Vikhroli (West), Mumbai – 400 079, Maharashtra, India

Tel. No.:

91-22-40952100

Fax No.:

91-22-25188307

E-Mail :

jayshree.ghatnekar@wns.com

Website :

www.wns.com

 

 

Corporate Office :

North America

420 Lexington Avenue, Suite 2515 , New York, NY 10170
Phone : +1 212-599-6960

Fax No.: +1 212-599-6962

 

United Kingdom

The Lodge Harmondsworth Lane West Drayton, Middlesex  UB7 0AB
Phone:  +44 208 754 8289

Fax No.: +44 208 754 8570

 

 

Other Offices:

India
Bangalore
Plot No.8A, RMZ Centennial, Kundalahalli Main Road,  Whitefield, Bangalore 560 048, Karnataka, India

Tel. No.: 91-80-42064600

Fax No.: 91-80-28495554

 

#1137, RG Towers 100 Feet Road Indira Nagar Bangalore - 560 038, Karnataka, India

Tel. No.: 91-80-41154361


Chennai
1A, RMZ Millenia, No.143 Dr. MGR Road  (North Veeranam Salai)  Perungudi Chennai - 600 096, Tamilnadu, India

Tel. No.: 91-44-43906000

Fax No.:91-44-43906000

Gurgaon
6th Floor, Infinity Towers DLF Cyber City, Phase – II Gurgaon - 122 002, India
Tel. No.: 91- 124 - 433 0000

Fax No.: 91-124-433 0001


Building No.6, 8th and 9th Floor DLF Cyber City (SEZ) Sec 24/25 A, DLF City Phase III Gurgaon - 122 002, Haryana, India

Tel. No.: 91-124-420 7010

 

Nashik
Shree Niketan Building, Opposite St. Andrew Church, Canada Corner, Nasik – 422 002, Maharashtra, India

Tel. No.: 91-253-6690400


V-Tech IT Park, South Block, 1st Floor, Survey No.113/2, Wadala Road, Near Indira Nagar Jogging Track, Nashik – 422 006, Maharashtra, India


Pune
Sofotel Building,National Games Road, Yerwada, Pune – 411 006, Maharashtra, India

Tel. No.: 91-20-40005000

Fax No.: 91-20-41287158


3rd to 7th Floor, Wing A and B, Tower 1, Cyber City, Magarpatta City, Hadapsar, Pune – 411 013, Maharashtra, India

Tel. No.: 91-20-41454000

Fax No.: 91-20-41454001


Tower "C", Weikfield IT City Info Park, Off Nagar Road, Viman Nagar, Pune – 411 014 Maharashtra, India

Tel : 91-20-41286000

 

 

Overseas Offices :

Sri Lanka

HNB Towers, Level 12/13 479, T B Jayah Mawatha  Colombo 10

Tel. No.: +94 11 2695602

Fax No. +94 11 4737346


Singapore
80 Raffles Place Level 36, UOB Plaza 1, Singapore 048624

 

Costa Rica

WNS BPO Services Costa Rica, S.A 3rd Floor, Building C Forum Business Park Santa Ana, San Jose, Costa Rica


Philippines
1880, Eastwood City 9F 1880 Building Eastwood Avenue Eastwood Cyberpark
Libis Quezon City 1110

Tel. No.:  +63 318 2000


Ground Floor Superstore Building Time Square Street Araneta Center Cubao
Quezon City

Tel. No.: +63 318 2000


Romania
WestGate Park H1 Building, 3rd Floor, Preciziei Blvd., no. 24, Sector 6, Bucharest, Postal Code: 062204 Romania

Tel. No.: +40 372 303000

Fax No.: +40 372 303001

 

UAE
PO Box 16769, Ras al Khaimah, UAE


United Kingdom

St. Vincent House, Ipswich, Suffolk Ip1 1LL.

Tel : +44 0870 402770

 

 

DIRECTORS

 

As on 12.09.2011

 

Name :

Mr. Ambreesh Mahajan

Designation :

Director

Address :

A-1101, 11th Floor, Lake Castle, Hirnandani Gardens, Powai, Mumbai – 400 076, Maharashtra, India 

Date of Birth/Age :

02.09.1963

Qualification :

MBA, PGDMM

Date of Appointment :

30.04.2004

DIN No.:

01739157

 

 

Name :

Ms. Sulakshana Jayant Patankar

Designation :

Director

Address:

Nayantara, 7th Floor, S.No.809, Bhandarkar Road, Erandwane, Pune – 411 004, Maharashtra, India

Date of Birth/Age :

30.07.1971

Qualification :

MBA, ICWA

Date of Appointment :

21.10.2003

DIN No.:

01875918

 

 

Name :

Swaminathan Rajamani

Designation :

Director

Address:

B-901, Lake Primrose, Lake Home Complex, Adi Shankaracharya Marg, Powai, Mumbai – 400 076, Maharashtra, India 

Date of Birth/Age :

22.04.1976

Date of Appointment :

09.12.2010

DIN No.:

03432159

 

 

Name :

Mr. Gautam Bhupat Barai

Designation :

Director

Address:

1001, B Wing, Quantum Park, Union Park, Mumbai – 400 052, Maharashtra, India

Date of Birth/Age :

15.05.1974

Date of Appointment :

23.09.2010

DIN No.:

03267869

 

 

Name :

Mr. Ravi Chandrakant Kulkarni

Designation :

Director

Address:

Flat No.J2/302, Hermes Heritage, Phase II, Shastri Nagar, Pune – 411 006, Maharashtra, India

Date of Birth/Age :

06.07.1975

Date of Appointment :

22.02.2010

DIN No.:

02351301

 

 

KEY EXECUTIVES

 

Name :

Ms. Swati Singh

Designation :

Secretary

Address:

B-103, Gopal Smruti, Gopal Nagar, Road No.2, Dombivili (East), Thane – 421 201, Maharashtra, India

Date of Birth/Age :

29.04.1984

Date of Appointment :

29.04.2011

PAN No.:

AQJPP8574D

 

 

Name :

Mr. Praveen Shrikhande

Designation :

Senior Vice President

 

 

Name :

Mr. Vikas Gupta

Designation :

Senior Vice President

 

 

Name :

Ariyur Thyagarajan Raghunathan

Designation :

Senior Vice President

 

 

Name :

Subramanian S.

Designation :

Senior Vice President

 

 

Name :

Ms. Sunita Lakhanpal

Designation :

Senior Vice President 8726344

 

 

Name :

Mr. Arvind Sood

Designation :

Chief Technology Officer

 

 

Name :

Mr. Govind Sandhu

Designation :

Senior Vice President

 

 

Name :

Mr. Deepesh Varma

Designation :

Associate Vice President

 

 

Name :

Mr. Rohit Suchanti

Designation :

Associate Vice President

 

 

Name :

Mr. Prashant Narayan Sahay

Designation :

Vice President

 

 

Name :

Mr. Ambreesh Mahajan

Designation :

Head - Intl Delivery Centers

 

 

Name :

Mr. Sanjay Jain

Designation :

Head - GTP

 

 

Name :

Mr. Arun Kharbanda

Designation :

BU Head - R&A

 

 

Name :

Ms. Sulakshana Jayant Patankar

Designation :

BU Head-Ind Business Strategy

 

 

Name :

Mr. Deepak Gupta

Designation :

BU Head – Contact Center

 

 

Name :

Mr. Alok Chandra Misra

Designation :

Group CFO

 

 

Name :

Mr. Gautam Bhupat Barai

Designation :

BU Head - Insurance

 

 

Name :

Mr. Keshav Murugesh

Designation :

Group CEO

 

 

Name :

Mr. Manish Sinha

Designation :

Business Unit Leader

 

 

Name :

Mr. Jasjit Singh Kang

Designation :

Business Unit Leader

 

 

Name :

Parabhjot Singh Dhaliwal

Designation :

Associate Vice President

 

 

Name :

Mr. Alok Verma

Designation :

Senior Vice President

 

 

Name :

Mr. Karthikeya N. Sarma

Designation :

Chief People Officer

 

 

Name :

Ms. Manjula Mani

Designation :

Vice President

 

 

Name :

Mr. Aniruddha Ray

Designation :

Senior Vice President

 

 

Name :

Mr. Harsh Hemant Kumar

Designation :

Vice President

 

 

Name :

Mr. Ganesh Sadanand Shenoy

Designation :

Associate Vice President

 

 

Name :

Mr. Ganesh D. Prabhu

Designation :

Senior Vice President

 

 

Name :

Mr. Amit Pishu Gurnani

Designation :

Associate Vice President

 

 

Name :

Mr. Mark John Sathiabalan

Designation :

Vice President

 

 

Name :

Mr. Nakul L. Subramanyam

Designation :

Chief Administrative Officer

 

 

Name :

Mr. Arjun Singh Bedi

Designation :

Associate Vice President

 

 

Name :

Mr. Sumer Shankardass

Designation :

Executive Vice President

 

 

Name :

Biju Bhuvendran

Designation :

Senior Manager

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

As on 12.09.2011

 

Names of Shareholders

 

No. of Shares

WNS Global Services (UK) Limited, United Kingdom

1

WNS (Mauritius) Limited, Mauritius

921145

WNS Customer Solutions (Singapore) Private Limited, Singapore

202668

Total

1123814

 

As on 12.09.2011

 

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]

 

100.00

 

 

BUSINESS DETAILS

 

Line of Business :

The Company is engaged in providing business process outsourcing services comprising back-office administration, data management and contact center management services.

 

 

GENERAL INFORMATION

 

No. of Employees :

Information declined by the management

 

 

Bankers :

v      HSBC Bank Limited, 52/60, M.G. Road, Fort, Mumbai, Maharashtra, India

v      HDFC Bank Limited, HDFC Bank House, Senapati Bapat Marg, Lower Parel (West), Mumbai – 400 013, Maharashtra, India

v      HSBC Bank (Mauritius) Limited, HSBC Centre, 18, Cybercity, Ebene - NA, Mauritius

 

 

Facilities :

Unsecured Loans

31.03.2011

(Rs. In Millions)

31.03.2010

(Rs. In Millions)

Working capital loans banks unsecured

(A) 223.463

0.000

Loans subsidiaries unsecured

5222.698

334.222

Total

5446.161

334.222

 

Note:

(A) Repayable within one year Rs.223.463 millions

 

 

 

Banking Relations :

--

 

 

Auditors :

 

Name :

Walker, Chandiok and Company

Chartered Accountants

Address :

Mumbai, Maharashtra, India

Income-tax PAN of auditor or auditor's firm :

AAAFW4298E

 

 

Ultimate Holding Company:

v      WNS (Holdings) Limited ('WNS Holding')

 

 

Holding Company :

v      WNS (Mauritius) Limited ('WNS Mauritius')

v      WNS Customer Solutions (Singapore) Private Limited

 

 

Subsidiary Company :

v      WNS Cares Foundation, India (CIN No.: U93000MH2011NPL212998)

 

 

Fellow subsidiaries :

v      WNS Global Services (UK) Limited ('WNS UK')

v      WNS Customer Solutions (Sri Lanka) Private Limited ('WNS CS')

v      WNS North America Inc. ('WNS NA')

v      WNS Business Consulting Services Private Limited (India)

v      WNS Global Services (Sri Lanka) Private Limited ('WNS GS')

v      WNS Capital Investment Limited ('WCIL')

v      WNS Philippines Inc ('WNS Philippines')

v      WNS Global Services (Romania) SRL (WNS Romania)

v      WNS BPO Services Costa Rica, S.A.

v      WNS Global Services (Australia) Pty Limited

v      WNS Global Services Netherlands Cooperative UA

v      Business Applications Associates Inc NA

v      WNS Global Services Philippines Inc.

v      WNS Customer Solutions (Singapore) Private Limited

v      Town and Country Assistance Limited

v      WNS Business Consulting Services Private Limited

v      WNS Global FZE

v      WNS Workflow Technologies Limited

v      Chang Limited

v      Baizan International Software Technology (Beijing) Co Limited

 

 

CAPITAL STRUCTURE

 

As on 12.09.2011

 

Authorised Capital :

No. of Shares

Type

Value

Amount

7337000

Equity Shares

Rs.100/-each

Rs.733.700 millions

 

 

 

 

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

1123814

Equity Shares

Rs.100/-each

Rs.112.381 millions

 

 

 

 

 

As on 31.03.2011

 

Authorised Capital :

No. of Shares

Type

Value

Amount

7337000

Equity Shares

Rs.100/-each

Rs.733.700 millions

 

 

 

 

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

1172414

Equity Shares

Rs.100/-each

Rs.117.241 millions

 

 

 

 

 

Of the above:

 

(i) Nil shares have been issued as fully paid for consideration other than cash

 

(ii) During the year 46500 shares extinguished under buy back scheme

 

All the above shares are held by WNS (Holdings) Limited, the ultimate holding company, through WNS (Mauritius) Limited and WNS Customer Solutions (Singapore) Private Limited

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

117.241

121.891

100.000

2] Share Capital (to be issued) account

0.000

0.000

27.591

3] Reserves & Surplus

6127.074

4618.559

4312.630

4] (Accumulated Losses)

0.000

0.000

0.000

NETWORTH

6244.315

4740.450

4440.221

LOAN FUNDS

 

 

 

1] Secured Loans

0.000

0.000

0.000

2] Unsecured Loans

5446.161

334.222

11.468

TOTAL BORROWING

5446.161

334.222

11.468

DEFERRED TAX LIABILITIES

0.000

0.000

0.000

Cash payable for investments

0.000

0.000

647.323

 

 

 

 

TOTAL

11690.476

5074.672

5099.012

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

6209.516

1691.669

2119.401

Capital work-in-progress

144.574

48.195

107.017

 

 

 

 

INVESTMENT

0.100

0.000

457.682

DEFERRED TAX ASSETS

580.985

429.708

350.313

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories
0.000
0.000
0.000

 

Sundry Debtors
5304.545
3816.917
4077.844

 

Cash & Bank Balances
655.416
515.182
747.873

 

Other Current Assets
1711.229
1150.263
164.440

 

Loans & Advances
1435.848
1359.727
2182.961

Total Current Assets
9107.038
6842.089
7173.118

Less : CURRENT LIABILITIES & PROVISIONS
 

 

 

 

Sundry Creditors

39.292
68.032
150.557

 

Other Current Liabilities
3994.999
3493.446
4662.936

 

Provisions
317.446
375.511
295.026

Total Current Liabilities
4351.737
3936.989
5108.519

Net Current Assets
4755.301
2905.100
2064.599

 

 

 

 

MISCELLANEOUS EXPENSES

0.000

0.000

0.000

 

 

 

 

TOTAL

11690.476

5074.672

5099.012

 

PROFIT & LOSS ACCOUNT

 

 

PARTICULARS

31.03.2011

31.03.2010

31.03.2009

 

 

 

 

 

 

REVENUE

12324.288

12195.426

12447.514

 

 

 

 

 

Less

TOTAL EXPENSES

NA

NA

NA

 

 

 

 

 

 

PROFIT BEFORE TAX

2374.227

1759.235

1615.925

 

 

 

 

 

Less

TAX                                                                 

(30.099)

(72.136)

(53.057)

 

 

 

 

 

 

PROFIT AFTER TAX

2404.326

1831.371

1668.982

 

 

 

 

 

 

EARNINGS IN FOREIGN CURRENCY

11671.071

12157.562

12255.927

 

 

 

 

 

 

Earnings Per Share (Rs.)

2050.75

1502.46

NA

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2011

31.03.2010

31.03.2009

Return on Total Assets

(PBT/Total Assets}

(%)
15.50
20.62
17.39

 

 
 
 
 

Return on Investment (ROI)

(PBT/Networth)

 
0.38
0.37
0.36

 

 

 
 
 

Debt Equity Ratio

(Total Liability/Networth)

 
1.57
0.90
1.15

 

 
 
 
 

Current Ratio

(Current Asset/Current Liability)

 
2.09
1.74
1.40

 

 

LOCAL AGENCY FURTHER INFORMATION

 

Details of Sundry Creditors:

 

Particulars

 

31.03.2011

(Rs. in millions)

31.03.2010

(Rs. in millions)

31.03.2009

(Rs. in millions)

Sundry Creditors

 

 

 

- Creditors due small micro enterprises

(A) 8.746
0.000
150.557

- Creditors due others

30.546
68.032
 

Total

39.292

68.032
150.557

 

Note:

(A) The principal amount and the interest due thereon Rs.8.597 millions the amount of interest accrued and remaining unpaid Rs.0.149 million Total Rs.8.746 millions.

 

Check List by Info Agents

Available in Report (Yes / No)

1) Year of Establishment

Yes

2) Locality of the firm

Yes

3) Constitutions of the firm

Yes

4) Premises details

No

5) Type of Business

Yes

6) Line of Business

Yes

7) Promoter’s background

Yes

8) No. of employees

No

9) Name of person contacted

No

10) Designation of contact person

No

11) Turnover of firm for last three years

Yes

12) Profitability for last three years

Yes

13) Reasons for variation <> 20%

--

14) Estimation for coming financial year

No

15) Capital in the business

Yes

16) Details of sister concerns

Yes

17) Major suppliers

No

18) Major customers

No

19) Payments terms

No

20) Export / Import details (if applicable)

No

21) Market information

--

22) Litigations that the firm / promoter involved in

--

23) Banking Details

Yes

24) Banking facility details

Yes

25) Conduct of the banking account

--

26) Buyer visit details

--

27) Financials, if provided

Yes

28) Incorporation details, if applicable

Yes

29) Last accounts filed at ROC

Yes

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

 

 


Principal Activities

 

Subject is engaged in providing a variety of business process outsourcing services comprising back-office administration, data management and contact center management services to customers, primarily in the travel, banking, financial services and insurance industries.

 

Incorporation of Wholly Owned Subsidiary - WNS Cares Foundation

 

During the year, the Company incorporated its wholly owned subsidiary in the name of "WNS CARE FOUNDATION" (WCF), under section 25 of the Companies Act, 1956. The Company obtained a Section 25 license for WCF on January 19, 2011 and successfully completed incorporation as on February 4, 2011. Further the Company invested Rs.100.000 millions as the initial capital in WCF.

 

WCF is now up and running activities of promoting corporate social responsibilities and caring to under-privileged, weaker section, poor and disabled people including children of the society by providing them education, health and welfare, clean and green environment and creating equal opportunity for the physically disabled.

 

Results and Dividends

 

The profit for the year after taxation amounted to Rs.2404.326 millions (previous year Rs.1831.371 millions). The directors do not recommend a dividend for the year.

 

Scheme of Amalgamation

 

I. WNS (Holdings) Limited, a company listed on the New York Stock Exchange is the Company's ultimate holding company. In November 2009, under a restructuring plan of the WNS Group, the Company purchased all outstanding shares of the following WNS Group companies:

 

a. First Offshoring Technologies Private Limited ('FOTPL') acquired from WNS (Mauritius) Limited upon payment of an aggregate consideration of Rs.174.540 millions

b. Servicesource Offshore Technologies Private Limited ('SOTPL') acquired from WNS (Mauritius) Limited upon payment of an aggregate consideration of Rs.55.893 millions

c. Hi-Tech Offshoring Services Private Limited ('HOSPL') acquired from WNS (Mauritius) Limited upon payment of an aggregate consideration of Rs.0.100 million.

 

Consequent to the above, FOTPL, SOTPL and HOSPL (together 'transferor companies') became wholly owned subsidiaries of the Company. The transferor companies are engaged in providing a variety of business process outsourcing services.

 

Subsequently, a Scheme of Amalgamation of the erstwhile transferor companies with the Company ("New Scheme") under sections 391 to 394 of the Companies Act, 1956, as approved by the members of the Company on November 19, 2009 and sanctioned by the Hon'ble High Court of Bombay vide order dated March 31, 2010, has come in to effect on March 31, 2010, date of filing of the Scheme with the Registrar of Companies. The Scheme has helped in consolidating the business process outsourcing services of the transferor companies in to the Company for better focus, control and management. The accounting treatment of this scheme has been given in the financial statements for the year ended March 31, 2010.

 

Pursuant to the Scheme:

a. The transferor companies stand amalgamated with the Company and all assets and properties, both movable and immovable, and debts, liabilities including contingent liabilities, duties and obligations, of the transferor companies has been transferred to and vested in the Company retrospectively, with effect from the appointed dates, April 1, 2008 for FOTPL, SOTPL and April 08, 2008 for HOSPL.

 

b. The amalgamation has been accounted for under the 'pooling of interests method', in the manner specified in the Scheme and in accordance with the Accounting Standard ('AS') 14 'Accounting for Amalgamations' as notified under Companies Accounting Standards Rule, 2006. Accordingly, the following assets, liabilities and reserves of the transferor companies as at appointed dates have been taken over by the Company at their book values. There are no differences in the accounting policies between the respective transferor companies and the Company and hence no adjustment has been made in the book values.

 

Assets

Amount

(Rs. in millions)

Fixed assets (net) (including capital work in progress Rs.2.087 millions)

49.495

 

 

Debtors

7.321

 

 

Cash and bank balances

1.158

 

 

Other current assets

2.782

 

 

Loans and advances

38.345

 

 

 

99.101

 

 

Liabilities

 

 

 

Current liabilities

47.698

 

 

Provisions

0.507

 

 

 

48.205

 

 

Net assets transferred on amalgamation as on April 1,2008

50.896

 

c. Upon the Scheme coming into effect on March 31, 2010, the difference between the value of the assets over the value of the liabilities and reserves of the new transferor Companies amounting to Rs.0.300 million has been adjusted to the Capital Reserve Account.

 

d. The New Scheme stipulates for adjustment of cost of investments in transferor companies, firstly against the Capital reserve, thereafter against the balance in the Securities premium account and thereafter against the General Reserve, in the amalgamated balance sheet of the Company in Financial Year 2009-10. Accordingly, the investments in the transferor companies has been recorded at the fair value of the shares purchased, Rs.230.534 millions, as approved by statutory authorities in the Financial year 2009-10. Further, the cost of investments in transferor companies, Rs.230.534 millions has been adjusted against the Capital reserve, Rs.0.300 million, Securities premium Rs.140.615 millions and General reserve, Rs.89.619 millions.

 

e. The transactions, including income and expenses of the transferor companies for the period from April 1, 2008 to March 31, 2010, when the transferor companies' business was deemed to be carried out in trust by the erstwhile transferor companies, have also been incorporated in these accounts. Accordingly, the income tax expense has been revised to give effect of the Scheme.

 

f. The Scheme also stipulates for the profit or loss of the transferor companies for the period from the appointed date for which the respective annual accounts and balance sheets have been laid and adopted in the annual general meetings, pursuant to Section 210 of the Companies Act, 1956, be recorded in the General reserve. Accordingly, Rs.122.551 millions, in respect of the loss of the transferor companies for the period from April 1, 2008 to March 31, 2009 has been recorded in General reserve.

 

g. Upon the Scheme becoming effective and consequent amalgamation of the transferor companies, the authorized share capital of the Company was revised to 7337000 equity shares of Rs.100/- each.

 

In view of the aforesaid amalgamation, the figures for the current year are not comparable to those of the previous year.

 

CONTINGENT LIABILITIES: (AS ON 31.03.2011)

 

Amounts not provided for tax matters in respect of earlier years for which appeals are pending before appropriate authorities Rs.2275.156 millions. 

 

Amounts not provided for service tax matters in respect of earlier years for which appeals are pending before appropriate authorities – Rs.348.124 millions.

 

The Company has given guarantees to various banks for an amount of- Rs.91.260 millions towards packing credit facility and other loan facilities.

 

Bankers Charges Report as per Registry

 

Corporate identity number of the company

U72200MH1996PTC100196

Name of the company

WNS GLOBAL SERVICES PRIVATE LIMITED

Address of the registered office or of the principal place of  business in India of the company

PL-10, Godrej and Boyce Complex, Pirojshanagar, L.B.S. Marg, Vikhroli (West), Mumbai – 400 079, Maharashtra, India

E-Mail: jayshree.ghatnekar@wns.com

This form is for

Creation of charge

Type of charge

Immovable Property

Particular of charge holder

CIN No.: L65920MH1994PLC080618

HDFC Bank Limited, HDFC Bank House, Senapati Bapat Marg, Lower Parel (West), Mumbai – 400 013, Maharashtra, India

E-Mail: nishant.jitani@hdfcbank.com

Nature of description of the instrument creating or modifying the charge

Memorandum of Equitable Mortgage

Date of instrument Creating the charge

19.07.2012

Amount secured by the charge

Rs.510.000 millions

Brief particulars of the principal terms an conditions and extent and operation of the charge

Rate of Interest:

As prescribed by the Bank from time to time

 

Terms of Repayment:

As prescribed by the Bank from time to time

 

Margin:

As prescribed by the Bank from time to time

 

Extent and Operation of the charge:

First pari passu charge by way of equitable mortgage on the immovable fixed assets of the company situated at Magarpatta, Pune securing facility of Rs.510.000 millions granted to the company. Charge will be valid until all amounts are paid granted to the Company together with interest, costs, charges and other dues any time hereafter may become due and owing to the bank in respect of and under the credit facilities and interest and all the other cost thereto

Short particulars of the property charged

3rd to 7th Floor, Tower-1, Wing A&B, Cybercity, Magarpatta City, Hadapsar, Pune - 411028 with total area of 172,064 square feet.

 

FIXED ASSETS:

 

v      Leasehold Improvement

v      Buildings

v      Computers

v      Furniture and Fixtures

v      Equipment and Fittings

v      Generators

v      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 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.52.33

UK Pound

1

Rs.84.30

Euro

1

Rs.67.45 

 

 

INFORMATION DETAILS

 

Information Gathered by :

SVA

 

 

Report Prepared by :

SMN

 

 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

5

PAID-UP CAPITAL

1~10

6

OPERATING SCALE

1~10

7

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

8

--PROFITABILIRY

1~10

8

--LIQUIDITY

1~10

8

--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

NO

--OTHER MERIT FACTORS

YES/NO

YES

TOTAL

 

64

 

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.