MIRA INFORM REPORT

Report Date :

28.05.2013

IDENTIFICATION DETAILS

Name :	HUTCHISON GLOBAL SERVICES LIMITED (w.e.f. 27.12.2012)
Formerly Known As :	HUTCHISON GLOBAL SERVICES PRIVATE LIMITED (w.e.f. 21.05.2011) HUTCHISON 3 GLOBAL SERVICES PRIVATE LIMITED (w.e.f. 28.04.2008) HUTCHISON WHAMPOA PROPERTIES (INDIA) PRIVATE LIMITED
Registered Office :	Spectrum Towers, Mindspace Complex, Off Link Road, Malad (West), Mumbai-400064, Maharashtra
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	23.01.2006
Com. Reg. No.:	11-159149
Capital Investment / Paid-up Capital :	Rs. 283.100 Millions
CIN No.: [Company Identification No.]	U72900MH2006PTC159149
TAN No.: [Tax Deduction & Collection Account No.]	MUMH10286D
PAN No.: [Permanent Account No.]	AABCH8136L
Legal Form :	A Closely Held Public Limited Liability Company
Line of Business :	The company is engaged in the business of providing Information Technology Enabled Services Call Centre Operations.
No. of Employees :	Information denied by the management

RATING & COMMENTS

MIRA’s Rating :

Ba (49)

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

Maximum Credit Limit :	USD 9000000
Status :	Satisfactory
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a part of Hutchison – Whampoa Group. It is a well established and reputed company having fine track record. The latest financial information is not made available to us. As per the previous, the company has performed well. Financial position is good. Trade relations are fair. Payments are reported to be correct and as per commitments. The company can be considered normal for business dealings at ususal 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.

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 DENIED BY

Name :	Mr. Anil
Designation :	Finance Manager
Contact No.:	91-22-66763333
Date :	24.05.2013

LOCATIONS

Registered Office :	Spectrum Towers, Mindspace Complex, Off Link Road, Malad (West), Mumbai - 400064, Maharashtra, India
Tel. No.:	91-22-66763333 / 66763010
Fax No:	91-22-66763344
E-Mail :	devarajan.veeravalli@3globalservices.com accounts@aralaw.com
Website :	http://www.hutchison.in/
Branches :	1, 2, 3 Office Floor Level Commerzone, Building No.3, Survey No. 144 and 145, Samrat, Ashok Path, Off Airport Road, Yerwada, Pune - 411006, Maharashtra, India
Tel. No.:	91-20-66252211

DIRECTORS

As on: 04.09.2012

Name :	Mr. Sujit Baksi
Designation :	Additional Director
Address :	I 1693, 1^stFloor, Chitranjan Park, Delhi – 110019, India
Date of Birth/Age :	07.12.1950
Date of Appointment :	04.09.2012
DIN No.:	02802275
Name :	Mr. Chander Prakash Gurnani
Designation :	Additional Director
Address :	Flat No. 202, Building A, 2^nd Floor, Lapiz Lazulli, South Koregaon Park Road, Pune – 411001, Maharashtra, India
Date of Birth/Age :	19.12.1958
Date of Appointment :	04.09.2012
DIN No.:	00018234
Name :	Mr. Milind Vasant Kulkarni
Designation :	Additional Director
Address :	F1-10, Girija Shankar Vihar, Karve Nagar, Pune – 411052, Maharashtra, India
Date of Birth/Age :	28.05.1958
Date of Appointment :	04.09.2012
DIN No.:	00012888
Name :	Mr. Sanjay Jagdish Luthra
Designation :	Director
Address :	Building No C-12, Room No. 93, MIG Colony, Bandra (East), Mumbai – 400051, Maharashtra, India
Date of Birth/Age :	24.11.1965
Date of Appointment :	04.09.2012
DIN No.:	01625586
Name :	Geoffrey Donald Carolan
Designation :	Director
Address :	12th Floor, Urmi No. 65, Worli Seaface, Mumbai – 400025, Maharashtra, India
Date of Birth/Age :	13.03.1966
Date of Appointment :	04.09.2012
DIN No.:	00355209

KEY EXECUTIVES

Name :	Mr. Anil
Designation :	Finance Manager

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on: 04.09.2012

Names of Shareholders	No. of Shares
Tech Mahindra Limited, India	10000
Total	10000

As on: 10.10.2012

Names of Allottee	No. of Shares Allotted
Tech Mahindra Limited, India	40000
Total	40000

Equity Share Break up (Percentage of Total Equity)

As on: 04.09.2012

Category	Percentage
Bodies corporate	100.00
Total	100.00

BUSINESS DETAILS

Line of Business :

The company is engaged in the business of providing Information Technology Enabled Services Call Centre Operations.

GENERAL INFORMATION

No. of Employees :	Information denied by the management
Bankers :	Not Available

Banking Relations :	--
Auditors :
Name :	Price Waterhouse Chartered Accountants
Address :	252, Veersavarkar Marg, Shivaji Park, Dadar, Mumbai-400028, Maharashtra, India
Holding Company :	Hutchison 3 Global Services Holdings Limited (formerly HWP Investment Holdings (India) Limited)
Ultimate Holding Company :	Hutchison Whampoa Limited
Associated Enterprise with whom transactions have taken place during the year :	Hutchison 3G UK Limited Vodafone Hutchison Australia Pty Limited Hutchison 3G Ireland Limited
Entities over which Directors and their relatives are able to exercise significant influence :	HTIL Info Systems Private Limited Hutch Info Systems Private Limited Three Info Systems Private Limited

CAPITAL STRUCTURE

After: 04.09.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
50000	Equity Shares	Rs.10/- each	Rs. 0.500 Million
676	Preference Shares	Rs.1000000/- each	Rs.676.000 Millions
	Total		Rs. 676.500 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
50000	Equity Shares	Rs.10/- each	Rs. 0.500 Million

As On 31.03.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
50000	Equity Shares	Rs. 10/- each	Rs. 0.500 million
676	Preference Shares	Rs. 1000000/- each	Rs. 676.000 millions
	Total		Rs. 676.500 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
10000	Equity Share	Rs.10/- each	Rs. 0.100 million
283	Preference Shares	Rs.1000000/- each	Rs. 283.000 Million
	Total		Rs. 283.100 Millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2011	31.03.2010	31.03.2009
SHAREHOLDERS FUNDS
1] Share Capital		283.100	473.100	676.100
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		2198.376	1492.800	1013.797
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		2481.476	1965.900	1689.897
LOAN FUNDS
1] Secured Loans		0.000	0.000	0.000
2] Unsecured Loans		0.000	0.000	0.000
TOTAL BORROWING		0.000	0.000	0.000
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		2481.476	1965.900	1689.897
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		594.849	512.631	392.505
Capital work-in-progress		48.809	15.910	19.383
INVESTMENT		0.000	0.000	0.000
DEFERREX TAX ASSETS		32.980	12.526	16.653
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	0.000	0.000	0.000
	Sundry Debtors	959.826	967.912	751.276
	Cash & Bank Balances	584.807	759.409	677.460
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	892.204	626.521	440.409
Total Current Assets		2436.837	2353.842	1869.145
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	334.614	405.705	484.721
	Other Current Liabilities	215.620	446.903	58.683
	Provisions	82.682	78.693	68.052
Total Current Liabilities		632.916	931.301	611.456
Net Current Assets		1803.921	1422.541	1257.689
MISCELLANEOUS EXPENSES		0.917	2.292	3.667
TOTAL		2481.476	1965.900	1689.897

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		Income	6922.526	5608.120	4941.750
		Other Income		17.432	158.190
		TOTAL	6922.526	5625.552	5097.940
Less	EXPENSES
		Employee cost		3928.949	3299.435
		Operating and Administrative Expenses	5879.868	899.906	772.920
		Miscellaneous Expenditure Written off		1.375	1.375
		TOTAL	5879.868	4830.230	4073.730
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION		1042.658	795.322	1024.210
Less/ Add	DEPRECIATION/ AMORTISATION		247.480	211.742	214.321
Less	Profit prior adjustment		0.000	16.364	0.000
	PROFIT BEFORE TAX		795.178	567.216	809.889
Less	TAX		(20.454)	4.127	5.370
	PROFIT AFTER TAX		815.632	563.089	804.519
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		1289.800	1013.797	209.278
Less	APPROPRIATIONS
		Transfer to Capital Redemption Reserve	NA	203.000	0.000
		Premium on Redemption of preference shares	NA	84.086	0.000
	BALANCE CARRIED TO THE B/S		NA	1289.800	1013.797
	EARNINGS IN FOREIGN CURRENCY
		Other Earnings	6900.893	5608.120	4941.750
	TOTAL EARNINGS		6900.893	5608.120	4941.750
	IMPORTS		NA	146.012	83.611
	Earnings Per Share (Rs.)		81.56	56.31	80.45

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	11.78	10.01	15.78
Net Profit Margin (PBT/Sales)	(%)	NA	10.11	16.39
Return on Total Assets (PBT/Total Assets}	(%)	26.23	19.78	35.81
Return on Investment (ROI) (PBT/Networth)		0.32	0.29	0.48
Debt Equity Ratio (Total Debt /Networth)		0.00	0.00	0.00
Current Ratio (Current Asset/Current Liability)		3.85	2.53	3.06

LOCAL AGENCY FURTHER INFORMATION

SUNDRY CREDITORS DETAILS

(Rs. In Millions)

Particulars	31.03.2011	31.03.2010	31.03.2009
Creditors due others	334.614	405.705	484.721
Total	334.614	405.705	484.721

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	No
24]	Banking facility details	No
25]	Conduct of the banking account	----------------------
26]	Buyer visit details	----------------------
27]	Financials, if provided	Yes
28]	Incorporation details, if applicable	Yes
29]	Last accounts filed at ROC	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

NOTE:

Registered Office of the company has been shifted from 3/F, Mahatma Gandhi Memorial Building, 7, Netaji Subhash Road, Charni Road (West) Mumbai Maharashtra to present address w.e.f 10.03.2008

BUSINESS OVERVIEW:

The operational income during the financial year 2010-11 is Rs.6900.893 Millions. The profit before tax is Rs 795.178 Millions. The Company has provided for a Minimum Alternate Tax ( MAT) of 158.843 Millions during the year. The Company is also entitled to a MAT Credit Entitlement of (Rs.158.843 Millions)

CONTINGENT LIABILITY NOT PROVIDED FOR

i) Income Tax matter

AY 2005-06

Disputed income tax matter being mainly on account of transfer pricing adjustments made by the Assessing Officer (AO). The AO had raised a demand of Rs.147.460 Millions during the year ended 31 March 2009. The Company had preferred an appeal to the Honorable Commissioner of Income Tax (Appeal) against the said order and has paid Rs.73.730 Millions against the above demand in the previous year. The Honorable Commissioner of Income Tax (Appeal) has since passed the order in favour of the Company. The department has preferred appeal before the Appellate Tribunal. The Appellate Tribunal has remanded the case back to the Assessing Officer (AO) for fresh assessment.

AY 2006-07

The AO has passed a draft assessment order making adjustments of Rs. 328.283 Millions mainly on account of transfer pricing adjustments. The Company had filed an objection against the said order with the Dispute Resolution Panel (DRP) and the DRP has upheld the adjustments made by the AO. The AO has passed the final order as per the directives of DRP order and has raised a demand of Rs. (000) 169,312 during the year ended 31 March 2010. The Company had preferred an appeal to the Income Tax Appellate Tribunal against the said order and has paid Rs.15.000 Millions. The Appellate Tribunal has remanded the case back to the Assessing Officer (AO) for fresh assessment.

AY 2007-08

The AO had passed a draft assessment order making adjustments of Rs. 502.236 Millions mainly on account of transfer pricing adjustments and has raised a demand of Rs. 252.018 Millions during the year ended 31 March 2011.The Company had preferred an appeal to the Honorable Commissioner of Income Tax (Appeal) against the said order.

BANK GUARANTEES

Bank Guarantees given by a bank to custom authority on behalf of the Company Rs. 5.663 Millions (March 31, 2010: Rs. 5.663 Millions.

PRESS RELEASE

TECH MAHINDRA ACQUIRES HUTCHISON GLOBAL SERVICES

EQUITY BUYOUT WILL AUGUR A NEAR USD 1 BN BUSINESS IN KEY MARKETS

September 4, 2012, Mumbai: Tech Mahindra Limited, a leading provider of solutions and services to the telecommunications industry, today announced the acquisition of 100% stake in Hutchison Global Services Private Limited for US $ 87.1 m, payable upfront.

Hutchison Global Services (HGS) provides customer lifecycle operations to clients in UK, Ireland and Australia and has an associate base of over 11,500 employees. HGS operates out of Mumbai and Pune and is among the largest captives in the Telecom Domain.

This acquisition builds on the significant relationship between Tech Mahindra and the Hutchison group across multiple countries. The acquisition will provide significant enhancement of Tech Mahindra’s expertise in the customer management space and will thus be a key component of its strategic plans going forward. In addition, the acquisition will enable Tech Mahindra to leverage the acquired capabilities and scale for expanding the scope of their existing services to other parts of the Hutchison group, and also to other customers and verticals.

As part of the deal, the clients of Hutchison Global Services have committed to procure services worth US$ 845 million over a 5 year period, and have agreed to Hutchison Global Services being their exclusive provider of certain agreed services in India.

“This acquisition is in line with our growth plans and is a logical next step in extending our relationship with Hutchison. We are committed to this opportunity and excited about the possibilities this acquisition opens up,” said Vineet Nayyar, Executive Vice Chairman, Tech Mahindra.

“With this acquisition, we further strengthen our leadership position in the telecom domain. Hutchison’s focused service portfolio combined with our domain knowledge, geographic spread and execution excellence will help us become the undisputed leaders in this space,and extend these services to other verticals and markets” added CP Gurnani, Managing Director, Tech Mahindra.

“This acquisition is not just strategic, but also best in class. We are taking over an experienced work force that will be a huge asset to our organization. We will leverage the combined strengths of both companies to deliver greater value to our existing customers and explore broader opportunities for growth” said Sujit Baksi, President, Corporate Affairs and Business Service Group, Tech Mahindra.

Kotak Investment Banking acted as the exclusive financial advisor for Tech Mahindra, while Hutchison was advised by Goldman Sachs. Ernst and Young Private Limited and AZB Partners acted as tax and legal advisors respectively for Tech Mahindra, while Khaitan and Company, acted as the legal advisors for Hutchison.

FIXED ASSSETS

• Trademark
• Goodwill
• Computer Software
• Plant and Machinery
• Computer Hardware
• Furniture, Fixtures and Office Equipments
• Motor Vehicles
• Leasehold Improvements

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. 55.62
UK Pound	1	Rs. 84.18
Euro	1	Rs. 71.96

INFORMATION DETAILS

Information Gathered by :	PLK
Report Prepared by :	UDS

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
PAID-UP CAPITAL	1~10	6
OPERATING SCALE	1~10	6
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	6
--PROFITABILIRY	1~10	5
--LIQUIDITY	1~10	6
--LEVERAGE	1~10	5
--RESERVES	1~10	5
--CREDIT LINES	1~10	5
--MARGINS	-5~5	-
DEMERIT POINTS
--BANK CHARGES	YES/NO	NO
--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
--DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		49

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.