MIRA INFORM REPORT

Report Date :

10.12.2014

IDENTIFICATION DETAILS

Name :	HINDUJA GLOBAL SOLUTIONS LIMITED
Registered Office :	Hinduja House, 171, Dr. Annie Besant Road, Worli, Mumbai-400018, Maharashtra
Country :	India
Financials (as on) :	31.03.2014
Date of Incorporation :	13.01.1995
Com. Reg. No.:	11-084610
Capital Investment / Paid-up Capital :	Rs. 206.164 Millions
CIN No.: [Company Identification No.]	L92199MH1995PLC084610
TAN No.: [Tax Deduction & Collection Account No.]	MUMT04679D
PAN No.: [Permanent Account No.]	AAACT1763A
Legal Form :	A Public Limited Liability Company. The Company’s Shares are Listed on the Stock Exchanges.
Line of Business :	Subject is engaged in Business Process Management.
No. of Employees :	23000 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

A (63)

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 22000000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Exist
Comments :	Subject is a part of the Hinduja Group. It is a well-established and a reputed Company having fine track record. Financial position of the company seems to be sound. Directors are reported to be experienced, respectable and resourceful businessmen. Trade relations are reported as fair. Business is active. Payments are reported to be regular and as per commitment. 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, 2014

Country Name	Previous Rating (30.06.2014)	Current Rating (30.09.2014)
India	A1	A1

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

EXTERNAL AGENCY RATING

Rating Agency Name	CRISIL
Rating	Long Term Rating = A+
Rating Explanation	Have adequate degree of safety and carry low credit risk.
Date	May 20, 2014

Rating Agency Name	CRISIL
Rating	Short Term Rating = A1+
Rating Explanation	Have Very Strong degree of safety and carry lowest credit risk.
Date	May 20, 2014

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 31-03-2014.

INFORMATION DECLINED

Management Non-Cooperative (91-22-24960707)

LOCATIONS

Registered Office :	Hinduja House, 171, Dr. Annie Besant Road, Worli, Mumbai-400018, Maharashtra, India
Tel. No.:	91-22-24960707
Fax No.:	91-22-24974208
E-Mail :	hamukhs@hindujagsl.com marketing@hindujagsl.com
Website :	http://www.teamhgs.com
Corporate Office :	HGS House No. 614, Vajpayee Nagar, Bommanahlli, Hosur Road, Bangalore-560068, Karnataka, India
Tel. No.:	91-80-25732620/ 50
Fax No.:	91-80-25731592
E-Mail :	marketing@hindujagsl.com
Branches :	Located at: · Bangalore · Chennai · Durgapur · Hyderabad · Mysore · Vashi, Navi Mumbai
Overseas Offices :	Located at: · North America · New Jersey, USA · Philippines · Mauritius · London, UK · Canada

DIRECTORS

As on 31.03.2014

Name :

Mr. Ramkrishan P Hinduja

Designation :

Chairman

Address :

13 B Chemin Dela Prevote 1223 Cologny Geneva, Switzerland

Date of Birth/Age :

20.01.1971

Date of Appointment :

05.03.2007

DIN No.:

00278711

Name :

Mr. Shanu S. P. Hinduja

Designation :

Director

Address :

Flat 8/9, 24, Carlton House Terrace London SW1Y5AP, United Kingdom

Date of Birth/Age :

14.05.1964

Date of Appointment :

04.03.2013

DIN No.:

06512872

Other directorship :

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	L92199MH1995PLC084610	HINDUJA GLOBAL SOLUTIONS LIMITED	Director	03/07/2014	04/03/2013	-	Active	NO

Name :

Mr. Vinod S Hinduja

Designation :

Director

Address :

24 Carlton House Terrace Londaon SW1Y4TE, Great Britan

Date of Birth/Age :

14.04.1967

Date of Appointment :

25.10.2008

DIN No.:

00493148

Other directorship :

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	L24292AP1961PLC000876	GULF OIL CORPORATION LIMITED	Director	21/07/2004	21/07/2004	07/11/2014	Active	NO
2	L51900MH1985PLC036896	HINDUJA VENTURES LIMITED	Director	10/08/2013	30/10/2004	-	Active	NO
3	U74999MH1993PLC072925	AASIA ADVISORY SERVICES LIMITED	Director	27/09/2005	27/09/2005	20/03/2014	Active	NO
4	L92199MH1995PLC084610	HINDUJA GLOBAL SOLUTIONS LIMITED	Director	29/07/2009	25/10/2008	-	Active	NO
5	U02002MH1998PLC117080	HINDUJA HEALTHCARE LIMITED	Director	30/09/2011	13/05/2011	-	Active	NO

Name :

Mr. Anil Harish

Designation :

Director

Address :

13 CCI Chambers Dineshaw Wacha Road, Mumbai-400020, Maharashtra, India

Date of Birth/Age :

19.03.1954

Date of Appointment :

03.07.2014

DIN No.:

00001685

Name :

Mr. Rajendra P Chitale

Designation :

Director

Address :

131 Tanna Residency 392 Veer Savarkar Marg Prabhadevi, Mumbai-400025, Maharashtra, India

Date of Birth/Age :

10.04.1961

Date of Appointment :

03.07.2014

DIN No.:

00015986

Name :

Mr. Rangan Mohan

Designation :

Director

Address :

600 12^th Main Hal Second Stage Indira Nagar, Banglore-560008, Karnataka, India

Date of Birth/Age :

03.09.1960

Date of Appointment :

03.07.2014

DIN No.:

01116821

Other directorship :

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	U72900TN2001PTC048158	MAPLES ESM TECHNOLOGIES PRIVATE LIMITED	Director	09/09/2006	27/04/2006	18/06/2014	Active	NO
2	U72900MH1995PLC135094	INFRASOFT TECHNOLOGIES LIMITED	Director	28/09/2007	17/07/2007	-	Active	NO
3	U72300PY2000PTC001532	INTEGRA SOFTWARE SERVICES PRIVATE LIMITED	Director	29/09/2007	19/07/2007	04/11/2014	Active	NO
4	U72200MH2005PLC154470	InfrasoftTech India Limited	Director	28/09/2007	05/09/2007	-	Amalgamated	NO
5	L92199MH1995PLC084610	HINDUJA GLOBAL SOLUTIONS LIMITED	Director	03/07/2014	31/10/2007	-	Active	NO
6	U74140KA2007PTC044426	Zeal Point Advisors Private Limited	Director	20/11/2007	20/11/2007	-	Strike off	NO
7	U72300TN1998PTC040985	JASMIN INFOTECH PRIVATE LIMITED	Director	24/09/2009	21/01/2009	-	Active	NO
8	U31101KA1996PTC019747	ESSAE DIGITRONICS PRIVATE LIMITED	Director	31/05/2014	30/08/2013	-	Active	NO
9	U72400TN2009PLC072067	HINDUJA TECH LIMITED	Director	20/09/2014	13/03/2014	-	Active	NO

KEY EXECUTIVES

Name :	Mr. Partha De Sarkar
Designation :	Manager
Address :	C 2-253 Sobha Lavendervarathur Hobli, Bellandur, Banglore-560103, Karnataka, India
Date of Birth/Age :	17.05.1963
Date of Appointment :	01.04.2007
PAN No.:	ABUPS5813L
Global Advisory Committee
Name :	Mr. Narsimha Murthy B.N.
Designation :	President- HGS Inc.
Name :	Mr. Kathy Hamburger
Designation :	President - HGS USA
Name :	Mr. Pushkar Misra
Designation :	President and Chief Executive Officer HSGL- Philippines
Name :	Mr. Ramesh Gopalan
Designation :	Executive Vice President- International Operations
Name :	Mr. Matthew Vallance
Designation :	Chief Executive Officer, Europe and UK
Name :	Mr. Sridhar Krishnamurthy
Designation :	Executive Vice President – Strategic Initiatives
Name :	Mr. Makarand Dinkar Dewal
Designation :	Secretary
Address :	Flat No- B-101 Suncrest Accolade Chs. Green Road Nearlic Building Thane (W), Maharashtra, India
Date of Birth/Age :	06.01.1956
Date of Appointment :	02.06.2014
PAN No.:	AACPD1894K

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 06.12.2014

Names of Shareholders	No. of Shares	Percentage
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Individuals / Hindu Undivided Family	3801750	18.23
Bodies Corporate	9048000	43.39
Sub Total	12849750	61.62
(2) Foreign
Total shareholding of Promoter and Promoter Group (A)	12849750	61.62
(B) Public Shareholding
(1) Institutions
Market Makers	408000	1.96
Sub Total	408000	1.96
(2) Non-Institutions
Bodies Corporate	1002000	4.80
Individuals
Individual shareholders holding nominal share capital up to Rs. 1 lakh	2046000	9.81
Individual shareholders holding nominal share capital in excess of Rs. 1 lakh	3582000	17.18
Any Others (Specify)	966000	4.63
Hindu Undivided Families	966000	4.63
Sub Total	7596000	36.43
Total Public shareholding (B)	8004000	38.38
Total (A)+(B)	20853750	100.00
(C) Shares held by Custodians and against which Depository Receipts have been issued	0	0.00
(1) Promoter and Promoter Group	0	0.00
(2) Public	0	0.00
Sub Total	0	0.00
Total (A)+(B)+(C)	20853750	100.00

BUSINESS DETAILS

Line of Business :	Subject is engaged in Business Process Management.
Products :	Not Available
Brand Names :	Not Available
Agencies Held :	Not Available
Exports :	Not Available
Imports :	Not Available
Terms :
Selling :	Not Available
Purchasing :	Not Available

GENERAL INFORMATION

Suppliers :

Not Divulged

Customers :

Not Divulged

No. of Employees :

23000 (Approximately)

Bankers :

• Axis Bank
• Bank of Baroda
• Bank of America
• Barclays Bank PLC
• BNP Paribas
• Canara Bank
• Chinatrust (Phils.) Commercial Bank Corp.
• CIBC
• HDFC Bank Limited
• Hinduja Bank (Switzerland) Limited
• HSBC Bank
• ICICI Bank Limited
• IndusInd Bank
• State Bank of India
• State Bank of Mauritius
• Union Bank of Philippines
• Yes Bank

Facilities :

(Rs. In Millions)

Secured Loan	As on 31.03.2014	As on 31.03.2013
Long–term borrowings
Term Loan from a Bank
– Secured by first charge on entire movable fixed assets of the Company (present and future). Principal amount is repayable in 16 equal quarterly installments commencing from June 2013. Interest (Base rate set by Reserve Bank of India + 2%) is payable at beginning of next month on the outstanding loan balance	126.580	110.287
– Secured by first charge on entire movable fixed assets of the Company (present and future). Principal amount is repayable in 60 equal monthly installments commencing from August 2013, Interest (Base rate set by Reserve Bank of India + 2%) is payable at beginning of next month on the outstanding loan balance.	333.340	400.213
Long term maturities of finance lease obligations (secured by hypothecation of assets underlying the lease)	87.464	0.000
Short–term borrowings
Loans repayable on demand from banks [Cash Credit] [Secured by first paripassu charge on entire current assets of the Company both present and future and second paripassu charge on entire movable fixed assets of the Company both present and future (excluding vehicles/ equipment acquired under hire purchase)]	0.000	53.183
Total	547.384	563.683

Auditors :
Name :	Price Waterhouse Chartered Accountant
Address :	Mumbai, Maharashtra, India
PAN No.:	AAEFP3641G
Internal Audit and Systems	Rakesh S. Jain Assistant General Manager – Internal Audit
Subsidiaries :	HGS International, Mauritius HGS International Services Private Limited, India (formerly known as Hinduja Outsourcing Solutions India Private Limited) HGS Business Services Private Limited, India (formerly known as HCCA Business Services Private Limited) Hinduja Global Solutions Inc., U.S.A. HGS Canada Inc., Canada (formerly known as Online Support Inc.) C–Cubed B.V., Netherlands C–Cubed N.V., Curacao Customer Contact Centre Inc., Philippines Hinduja Global Solutions Europe Limited, U.K. Hinduja Global Solutions UK Limited, U.K. (formerly known as Careline Services Limited) HGS France, S.A.R.L (formerly known as Hinduja TMT France, S.A.R.L) HGS (USA), LLC RMT L.L.C., U.S.A. Affi na Company, Canada HGS St. Lucia Limited, Saint Lucia Team HGS Limited, Jamaica HGS Properties LLC, U.S.A. HGS Canada Holdings LLC, U.S.A. HGS Italy, S.A.R.L HGS EBOS LLC, U.S.A. (w.e.f. October 8, 2012 )
Enterprises where common control exists :	Hinduja Group India Limited Aasia Management and Consultancy Private Limited Hinduja Ventures Limited IndusInd Media and Communication Limited Hinduja Healthcare Private Limited

CAPITAL STRUCTURE

As on 30.09.2014

Authorised Capital : Rs.250.000 millions

Issued, Subscribed & Paid-up Capital : Rs.206.837 millions

As on 31.03.2014

Authorised Capital :

No. of Shares	Type	Value	Amount
25000000	Equity Shares	Rs. 10/- each	Rs.250.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
20616427	Equity Shares	Rs. 10/- each	Rs.206.164 Millions

Rights, preferences and restrictions attached to equity shares:

The Company has one class of Equity Shares having a par value of R 10 each. Each Shareholder is eligible for one vote per share held.

The dividend proposed by the Board of Directors is subject to the approval of the Shareholders in the ensuing Annual General Meeting, except in case of Interim Dividend.

In the event of liquidation, the Equity Shareholders are eligible to receive the remaining assets of the Company, after distribution of all preferential amounts, in proportion to their shareholding.

Number of shares reserved for issue under the Employee Stock Option Plan

Particulars	As at 31.03.2014
i) Hinduja Global Solutions Limited Employee Stock Option Plan 2008	155,580
ii) Hinduja Global Solutions Limited Employee Stock Option Plan 2011	277,236

The details of Shareholder holding more than 5%

Name of the Shareholder	Number of Shares	% held
Aasia Management and Consultancy Private Limited	5,748,541	27.88
Aasia Management and Consultancy Private Limited jointly with Hinduja Realty Ventures Limited (as the Demat account holder and partner of Aasia Exports)	2,624,490	12.73
Aasia Management and Consultancy Private Limited Jointly with Hinduja Realty Ventures Limited (as the demat account holder and partners of Aasia Corporation)	----	----
Amas Mauritius Limited	2,761,427	13.39
Credit Suisee (Singapore) Limited	1,894,810	9.19

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.03.2014	31.03.2013	31.03.2012
I. EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	206.164	205.892	205.892
(b) Reserves & Surplus	7471.219	6440.245	6328.828
(c) Money received against share warrants	0.000	0.000	0.000
(2) Share Application money pending allotment	0.000	0.000	0.000
Total Shareholders’ Funds (1) + (2)	7677.383	6646.137	6534.720
(3) Non-Current Liabilities
(a) long-term borrowings	547.384	510.500	0.000
(b) Deferred tax liabilities (Net)	52.925	54.556	58.286
(c) Other long term liabilities	0.000	0.000	0.000
(d) long-term provisions	51.767	49.772	0.536
Total Non-current Liabilities (3)	652.076	614.828	58.822
(4) Current Liabilities
(a) Short term borrowings	850.000	803.183	1306.145
(b) Trade payables	454.133	403.630	332.563
(c) Other current liabilities	801.036	606.602	476.467
(d) Short-term provisions	401.484	603.439	648.731
Total Current Liabilities (4)	2506.653	2416.854	2763.906
TOTAL	10836.112	9677.162	9357.448
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	1977.633	1819.804	1926.744
(ii) Intangible Assets	193.291	102.056	112.962
(iii) Capital work-in-progress	0.000	11.364	0.945
(iv) Intangible assets under development	5.262	15.943	0.000
(b) Non-current Investments	4471.067	4477.538	4344.725
(c) Deferred tax assets (net)	1115.805	0.000	0.000
(d) Long-term Loan and Advances	5.397	970.006	931.100
(e) Other Non-current assets	0.000	6.888	0.734
Total Non-Current Assets	7768.455	7403.599	7317.210
(2) Current assets
(a) Current investments	1.338	1.268	1.205
(b) Inventories	0.000	0.000	0.000
(c) Trade receivables	1508.115	1279.232	953.137
(d) Cash and cash equivalents	573.472	203.686	174.693
(e) Short-term loans and advances	128.217	212.469	299.632
(f) Other current assets	856.515	576.908	611.571
Total Current Assets	3067.657	2273.563	2040.238
TOTAL	10836.112	9677.162	9357.448

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2014	31.03.2013	31.03.2012
	SALES
		Income	8663.509	7034.139	6313.501
		Other Income	658.445	175.009	141.705
		TOTAL (A)	9321.954	7209.148	6455.206
Less	EXPENSES
		Employee Costs	5294.803	4523.741	4129.993
		Operating and Other Expenses	1580.254	1298.165	1131.492
		Exceptional Item- Income	0.000	52.867	0.000
		TOTAL (B)	6875.057	5874.773	5261.485
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		2446.897	1334.375	1193.721
Less	FINANCIAL EXPENSES (D)		176.734	173.088	110.210
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		2270.163	1161.287	1083.511
Less/ Add	DEPRECIATION/ AMORTISATION (F)		420.407	386.038	361.370
	PROFIT BEFORE TAX (E-F) (G)		1849.756	775.249	722.141
Less	TAX (H)		504.203	235.136	95.990
	PROFIT AFTER TAX (G-H) (I)		1345.553	540.113	626.151
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		1201.909	1196.031	1109.550
Less	APPROPRIATIONS
		Transfer to General Reserve	134.555	54.011	62.615
		Final Proposed	206.164	411.784	411.784
		Tax on Dividend	35.038	68.440	65.271
	BALANCE CARRIED TO THE B/S		2171.705	1201.909	1196.031
	EARNINGS IN FOREIGN CURRENCY
		Business Process Management	3235.159	2596.622	2167.573
		Information Technology Enabled Services (ITES)	0.000	0.000	0.000
		Sale of Fixed Assets	0.000	0.000	0.000
		Other Income earned at overseas branches	0.000	0.000	0.000
	TOTAL EARNINGS		3235.159	2596.622	2167.573
	IMPORTS
		Capital Goods	18.250	37.768	3.644
	TOTAL IMPORTS		18.250	37.768	3.644
	Earnings Per Share (Rs.)		65.33	26.23	30.41

KEY RATIOS

PARTICULARS		31.03.2014	31.03.2013	31.03.2012
Net Profit Margin (PAT/Sales)	(%)	15.53	7.68	9.92
Operating Profit Margin (PBITD/Sales)	(%)	28.24	18.97	18.91
Return on Total Assets (PBT/Total Assets}	(%)	35.27	14.99	14.41
Return on Investment (ROI) (PBT/Networth)		0.24	0.12	0.11
Debt Equity Ratio (Total Debt /Networth)		0.18	0.20	0.20
Current Ratio (Current Asset/Current Liability)		1.22	0.94	0.74

FINANCIAL ANALYSIS

[all figures are in Rupees Millions]

DEBT EQUITY RATIO

Particular	31.03.2012	31.03.2013	31.03.2014
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Share Capital	205.892	205.892	206.164
Reserves & Surplus	6328.828	6440.245	7471.219
Net worth	6534.720	6646.137	7677.383
long-term borrowings	0.000	510.500	547.384
Short term borrowings	1306.145	803.183	850.000
Total borrowings	1306.145	1313.683	1397.384
Debt/Equity ratio	0.200	0.198	0.182

YEAR-ON-YEAR GROWTH

Year on Year Growth	31.03.2012	31.03.2013	31.03.2014
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Sales	6313.501	7034.139	8663.509
		11.414	23.164

NET PROFIT MARGIN

Net Profit Margin	31.03.2012	31.03.2013	31.03.2014
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Sales	6313.501	7034.139	8663.509
Profit	626.151	540.113	1345.553
	9.92%	7.68%	15.53%

LOCAL AGENCY FURTHER INFORMATION

Sr. No.	Check List by Info Agents	Available in Report (Yes / No)
1]	Year of Establishment	Yes
2]	Locality of the firm	Yes
3]	Constitutions of the firm	Yes
4]	Premises details	No
5]	Type of Business	Yes
6]	Line of Business	Yes
7]	Promoter's background	Yes
8]	No. of employees	Yes
9]	Name of person contacted	No
10]	Designation of contact person	No
11]	Turnover of firm for last three years	Yes
12]	Profitability for last three years	Yes
13]	Reasons for variation <> 20%	----------------------
14]	Estimation for coming financial year	No
15]	Capital in the business	Yes
16]	Details of sister concerns	Yes
17]	Major suppliers	No
18]	Major customers	No
19]	Payments terms	No
20]	Export / Import details (if applicable)	No
21]	Market information	----------------------
22]	Litigations that the firm / promoter involved in	Yes
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	No
32]	PAN of Proprietor/Partner/Director, if available	No
33]	Voter ID No of Proprietor/Partner/Director, if available	No
34]	External Agency Rating, if available	Yes

Note : Registered office of the company has been shifted from In Center, 48/50 MIDC, 12^th road, Andheri (east) Mumbai-400093, Maharashtra, India to the present address w.e.f.01.06.2009

LITIGATION DETAILS
Bench:- Bombay
Lodging No. :	ITXAL/1784/2013	Failing Date:-	21/10/2013	Reg. No.:-	ITXA/2398/2013	Reg. Date:-	18/12/2013
Petitioner:-	THE COMMISSIONER OF INCOME TAX		Respondent:-	HINDUJA GLOBAL SOLUTIONS LIMITED
Petn. Adv:-	SHEHNAZ (SHEROO) VISPY BHARUCHA
District:-	MUMBAI
Bench:-	DIVISION		Category:-	TAX APPEALS
Status:-	Pre-Admitted		Stage:-
Last Date:-	09.01.2014
Last Coram:-	ACCORDING TO SITTING LIST ACCORDING TO SITTING LIST
Act. :	Income Tax Act,1961			Under Section 260A

UNSECURED LOAN

Rs. In Millions

Particular	As on 31.03.2014	As on 31.03.2013
Short–term borrowings
Tem loan from bank	100.000	0.000
Other loans and advances from Banks towards:
– Packing Credit Facilities	0.000	0.000
– Bill Discounting Facilities	0.000	0.000
– Commercial Paper (Maximum amount outstanding during the year Rs.750.000 Millions)	750.000	750.000
Total	850.000	750.000

GENERAL INFORMATION

Subject is engaged in Business Process Management. HGS with its subsidiaries offer voice and non–voice based services such as contact center solutions and back office transaction processing across North America, Europe and Asia. HGS is a public limited company, listed on the National Stock Exchange (NSE) and Bombay Stock Exchange (BSE) in India.

REVIEW OF FINANCIALS

On a Standalone basis (for India and overseas branch offices), Operating Income was Rs.8663.500 millions in FY’ 14,an increase of 23.2% over the Operating Income of Rs.7034.100 millions in FY’ 13. EBITDA increased by 47.5% from Rs.1212.200 millions in FY’13 to Rs.1788.400 millions in FY’14. PAT fell by 149.1% from Rs.540.113 millions in FY’13 to Rs.1345.500 millions in FY’14.

Key highlights for the year were:

• Growth of consolidated revenues by 26.3%

• Opening of 5 new centers at – Princeton (US), Barrie (Canada), Bengaluru SEZ (India) and 2 centers in Alabang (Philippines); Total number of centers now stand at 58

• Employee headcount at 26,036 (Previous Year-end 23,100);

• Addition of 119 new customers during the year including addition of 105 customers from Payroll business. As of March 31, 2014, the Company has 139 clients (excluding the payroll processing clients);

• As of March 31, 2014, the Company had a Net Worth of Rs.14520.600 million translating into a Book Value of Rs.704.32 per share.

BUSINESS REVIEW

Global ITES Industry Overview

The global economic environment remained volatile and uncertain during the last year. Despite challenges arising

from this volatility, the global IT-BPM industry continued its growth trajectory, driven by the increasing acceptance

of outsourcing services by corporates. In addition to private companies, many governments have now started to outsource services for the first time to manage costs. Further, with technological advancement, the trend for outsourcing has been gradually shifting from traditional services to extended services. Service providers are now focused on improving customer experience, managing risks and improving efficiencies with the use of Social Media, Mobility, Analytics and Cloud Computing (SMAC).

The industry is also experiencing an increase in hybrid service offerings from providers. These offerings enable customers to customize and split processes into in-house and outsourcing activities. In this model, the provider benefits from access to client database platforms and the ability to access data simultaneously alongside its client. Gartner expects that by 2017, around 75% of the BPM demand will be achieved through hybrid offerings, as clients gradually become accustomed to the latest enabled technologies such as cloud computing.

Gartner expects worldwide spend for BPM services to grow from US$140.1 billion in 2012 to US$186.5 billion in 2017, a CAGR of 5.9%. There is a significant difference in the expected growth rates of Business Process as a Service (BPaaS) and the traditional BPM.

BPaaS isexpected to grow at three times the growth rate of the traditional BPM services. During 2013, Gartner estimated BPaaS revenues to have accounted for 22% of the total BPM spend.

Indian ITES Industry Overview

For FY ‘14, NASSCOM projected that Indian IT-BPM exports will grow by 13% to reach US$86 billion while domestic annual revenue will touch Rs.1150 billion, a YoY increase of 10%.

During the year, technology and related sectors benefitted from vertical and geographic market expansion, new

customer segments, and a wider spectrum of the services and solutions being offered. For FY ‘15, NASSCOM

expects export revenues to grow in the range of 13% to 15% and domestic market to grow between 9% to 12%.

The sustained focus of the Indian BPM industry on providing end-to-end transformational services with a customer-centric approach is expected to take the industry to US$50 billion in revenue by 2020 from the current US$21 billion. India is also expected to emerge as an effective center for the global BPM industry by implementing new generation technologies such as SMAC, which will drive demand for specialized services.

Performance

During FY ‘14, Operating Income of the Company grew by around 26.3%, displaying strong financial performance, high growth and improved margins. This strong growth was driven by increase in volumes from existing customers and new client additions.

Of the total growth, around 1.6% was due to full yearimpact of EBOS acquisition. The balance growth was due to organic growth and variation in the exchange rate. Geographies such as the Philippines, North America, Canada and India experienced strong volume growth.

The significant growth in EBITDA and margin improvement was due to better capacity utilization levels at delivery centers across all geographies coupled with various performance optimization initiatives undertaken during the year. Growth in PBT was primarily due to lower interest expense as a result of debt repayment and better working capital management.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Overview

The financial statements have been prepared in compliance with the requirements of the Companies Act, 1956, guidelines issued by the Securities and Exchange Board of India (SEBI) and Generally Accepted Accounting Principles (GAAP) in India. Our Management accepts responsibility for the integrity and objectivity of these financial statements, as well as for various estimates and judgments used therein.

The estimates and judgments relating to the financial statements have been made on a prudent and reasonable

basis, so that the financial statements reflect in a true and fair manner the form and substance of transactions, and reasonably present our state of affairs, profits and cash flows for the year.

Industry Overview

The global IT-BPM industry continued its growth trajectory despite the various economic challenges within key markets. As the sector has grown at a steady pace recently, the trend for outsourcing has been gradually shifting from traditional services to extended services and the use of enhanced technologies. Service providers are focused on improving customer experiences, managing risks and improving efficiencies with the use of social, mobility, analytics and cloud (SMAC) technologies. This changing trend will require BPM providers to focus on result-oriented business transformation with the use of emerging technologies. Further, it will also enable clients to understand the transformation in a specific process and rapidly adjust with the support of outsourcing providers.

Worldwide BPM spending in 2013 was US$ 168 billion, an increase of 5.7% compared 2012. Domestic annual revenues for the Indian IT-BPM industry of r 1,150 billion led to a growth of around 10%. Export revenues also experienced significant growth of 13% to reach annual revenues of US$ 86 billion. During the year, technology and related sectors benefitted from vertical and geographic market expansion, new customer segments and a wider spectrum of services and solutions being offered (Source: NASSCOM). Over the past few years, Philippines has emerged as one of the preferred delivery locations for BPM services, primarily catering to developed economies such as the US, the UK, Australia and New Zealand. According to the Contact Center Association of the Philippines (CCAP), the Philippines BPM industry generated US$ 10 billion during FY’13, an increase of around 15% compared to the previous year. The availability of skilled human resources at relatively lower cost and supportive government policies have helped Philippines BPM industry to grow significantly, and become a favored delivery center location.

The key trends in the industry verticals where Hinduja Global Solutions (HGS) operates are detailed below.

Business Overview

Hinduja Global Solutions (HGS), part of the multi-billion dollar Hinduja Group, is a world leader in customer relationship and business process management. The Company provides outsourcing solutions that include back office transaction processing services & management and contact center services to its global clients including several Fortune 500 companies. HGS currently serves 139 clients (excluding payroll processing clients) through its 58 Global Delivery Centers and employs over 26,000 people worldwide. The Company has presence in Canada, France, Germany, India, Italy, Jamaica, Philippines, the Netherlands, the UAE, the UK and the US.

HGS delivers outsourcing expertise and best in class practices based on its longstanding experience and client partnerships. The Company designs and deploys customized solutions on behalf of its clients across a wide range of industry verticals. Our client partners benefit from high quality services, optimized process costs and a competitive edge. As the industry evolves from transaction based services to a transformation based model, HGS is well placed to capitalize on market opportunities such as CRM, HRO, analytics, social technology, cloud and digitization.

Business Outlook

Despite the prevailing uncertain global economic scenario, the BPM industry has continued its growth trajectory. A greater acceptance of outsourcing by corporates has enabled the industry to expand globally. In addition to private companies, many governments have now started to outsource services for the first time as they have to manage public sector headcount. This trend and increasing acceptability of BPM service providers is expected to drive future growth.

The industry is also experiencing an increase in hybrid service offerings from providers. These offerings enable customers to customize and split processes into in-house and outsourcing activities. In this model, the provider benefits from access to client’s database platforms and the ability to access data simultaneously alongside their client. Gartner expects that by 2017, around 75% of the BPM demand will be achieved through hybrid offerings as clients gradually become accustomed to the latest enabled technologies such as cloud computing.

The global BPM market continues to deliver strong growth with Gartner expecting the industry to grow at 5.4% CAGR from 2012–17. There is significant difference in the expected growth rates of Business Process as a Service (BPaaS) and traditional BPM. BPaaS is expected to grow at three times the growth rate of traditional BPM services.

During 2013, Gartner estimated BPaaS revenues to have accounted for 22% of total BPM spend. In FY’14, IT-BPM exports from India reached US$ 86 billion, implying a growth rate of around 13%. Domestic revenues delivered growth of approximately 10% to reach a 1,150 billion. During FY’15, NASSCOM expects export revenues to grow at 13-15% and a domestic market growth of 9-12%.

INDEX OF CHARGES

S.No.	Charge ID	Date of Charge Creation/Modification	Charge amount secured	Charge Holder	Address	Service Request Number (SRN)
1	10375324	15/11/2012 *	750,000,000.00	YES BANK LIMITED	9TH FLOOR, NEHRU CENTRE, DISCOVERY OF INDIA,, DR.  ANNIE BESANT ROAD, WORLI,, MUMBAI, Maharashtra -  400018, INDIA	B62032693
2	10315760	03/11/2011	730,000,000.00	BARCLAYS BANK PLC	1st Floor, Paramanna Layout, B.H. Road Nelamangala, Bangalore, Karnataka - 562123, INDIA	B24596835
3	10204473	27/01/2011 *	250,000,000.00	HDFC BANK LIMITED	HDFC BANK HOUSESENAPATI BAPAT MARG, LOWER PAREL W, MUMBAI, Maharashtra - 400013, INDIA	B05313333
4	10120212	24/09/2013 *	1,965,000,000.00	AXIS BANK LIMITED	CORPORATE BANKING BRANCH, INDIAN EXPRESS BUILDING, 2ND FLOOR, NO.1, QUEEN'S ROAD, BANGALORE, Karna  taka - 560001, INDIA	B87419891

* Date of charge modification

FIXED ASSETS

• Computer Software
• Commercial Rights
• Land
• Leasehold Land
• Building
• Leasehold Building
• Leasehold Improvements
• Office Equipments
• Computers
• 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.61.87
UK Pound	1	Rs.96.90
Euro	1	Rs.76.29

INFORMATION DETAILS

Information Gathered by :	SVA
Analysis Done by :	RSM
Report Prepared by :	JYTK

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	7
PAID-UP CAPITAL	1~10	7
OPERATING SCALE	1~10	7
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	7
--PROFITABILIRY	1~10	7
--LIQUIDITY	1~10	7
--LEVERAGE	1~10	7
--RESERVES	1~10	7
--CREDIT LINES	1~10	7
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	YES
--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
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		63

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.