MIRA INFORM REPORT

Report Date :

24.03.2014

IDENTIFICATION DETAILS

Name :	VERTEX CUSTOMER SOLUTIONS INDIA PRIVATE LIMITED (w.e.f. 19.03.2012)
Formerly Known As :	SHELL TRANSOURCE PRIVATE LIMITED (w.e.f. 03.12.2010) SHELL TRANSOURCE LIMITED
Registered Office :	Sigma IT Park, Plot No.203 and 204, Rabale TTC, Industrial Area, Thane Belapur Road, Navi Mumbai – 400701, Maharashtra
Country :	India
Financials (as on) :	31.03.2013
Date of Incorporation :	01.06.1990
Com. Reg. No.:	11-056726
Capital Investment / Paid-up Capital :	Rs. 557.500 Millions
CIN No.: [Company Identification No.]	U72900MH1990PTC056726
TAN No.: [Tax Deduction & Collection Account No.]	MUMS35810F
PAN No.: [Permanent Account No.]	AABCS5655Q
Legal Form :	Private Limited Liability Company
Line of Business :	BPO for Vodafone.
No. of Employees :	Information declined by the management

RATING & COMMENTS

MIRA’s Rating :

B (29)

RATING		STATUS	PROPOSED CREDIT LINE
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small

Maximum Credit Limit :	USD 440000
Status :	Moderate
Payment Behaviour :	Slow but correct
Litigation :	Clear
Comments :	Subject is an established company having moderate track record. The company is continuously incurring losses from its two years of operations. Therefore, huge accumulated losses are recorded by the company. However, trade relations are reported to be fair. Business is active. Payments terms are reported to be slow but correct. The company can be considered for business dealings with some caution.

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 – December 1, 2013

Country Name	Previous Rating (30.09.2013)	Current Rating (01.12.2013)
India	A1	A1

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

INDIAN ECONOMIC OVERVIEW

State-run banks hired nearly 300000 personnel including more than 94000 officers in the last four years, according to the Indian Banks Association. A study by trade lobby Assocham in September 2013 indicated that banks would need 800000 people in the next six years. It estimated that state-run lenders alone would hire 50000 people in 2013/14.

The Competition Commission of India plans to issue final orders within a broad time-frame of one year in matters where it decides to carry out detailed investigations. The number of complaints received by the watchdog which keeps tabs on unfair trade practices in the marketplace.

The government has detected custom tax evasion totaling around Rs 37920 mn in 14 states until December. Maharashtra topped the list of Rs 14190 mn followed by Andhra Pradesh at Rs 8140 mn, Gujarat Rs 5240 mn, Karnataka Rs 1670 mn and Tamilnadu Rs 1610 mn.

Connaught Place in New Delhi slipped four notches to become the world’s eighth most expensive office locations. London’s West End is the world’s most expensive office market.

There are 4.072 mn number of high value spenders under the scanner of the income tax department. The income tax department has information that they have made cash deposits announcing to Rs 1 mn or more in their savings bank accounts in the current financial year. It plans to check potential evasion before the closing of the financial year on March 31.

Estimated pharmaceutical sales in the country for 2016 is $ 27 bn. It is 14.4 per cent higher than a year ago. The life sciences and health care industry is up against challenges such as quality management, says a recent Deloitte report.

The gross non-performing assets of listed banks rose 35.2 % to Rs 2.43 lakh crore during the first three months of the financial year. In absolute terms, the 40 listed banks added Rs 3386 crore to their gross NPAs in nine months with the State Bank of India leading with the State Bank of India leading with an accretion of Rs 16610 crore.

The inflow of smuggled gold doubled in 2013 following restrictions to curb the supply from official channels to contain the current account deficit. China surpassed India in the demand for gold for the first time in 2013 due to liberalization of gold trading norms by its local governments.

RBI DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available RBI Defaulters’ list.

EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of 31-03-2012.

INFORMATION DECLINED BY

Name :	Mr. Sasivarnan
Designation :	Account Executive
Contact No.:	91-44-39972316
Date :	21.03.2014

LOCATIONS

Registered Office :	Sigma IT Park, Plot No.203 and 204, Rabale TTC, Industrial Area, Thane Belapur Road, Navi Mumbai – 400701, Maharashtra, India
Tel. No.:	Not Available
Fax No.:	Not Available
E-Mail :	J.Balaji@vertex.co.uk sasivarnan.rajendran@vertexgroup.co.in
Website :	http://www.vertexgroupindia.com
Branch Office :	Located At · Bangalore · Chennai · Gurgaon · Hyderabad · Jaipur · Kolkata · Kochi · Mumbai-Rabale · Noida · Pune-Viman Nagar

DIRECTORS

As on 31.10.2012

Name :

Mr. Gavin Keith James

Designation :

Director

Address :

Camelford, Bradcutts Lane, Cokham Dean, Berkshire, SI 69AA, United Kingdom

Date of Birth/Age :

25.03.1963

Date of Appointment :

29.08.2011

DIN No.:

00398737

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	U30007TN2000PTC045981	I SOFT R&D PRIVATE LIMITED	Director	22/10/2005	22/10/2005	31/10/2007	Active	NO
2	U72900DL2001FTC123222	VERTEX CUSTOMER SERVICES INDIA PRIVATE LIMITED	Director	25/09/2009	29/06/2009	-	Active	NO
3	U72900MH1990PTC056726	VERTEX CUSTOMER SOLUTIONS INDIA PRIVATE LIMITED	Director	29/08/2011	17/09/2010	-	Active	NO
4	U72900DL2010FTC211484	VERTEX CUSTOMER MANAGEMENT INDIA PRIVATE LIMITED	Director	16/12/2010	16/12/2010	-	Active	NO

Name :

Mr. Keshav Chandra Gaur

Designation :

Director

Address :

F-501, Busilding No.24, Heritage City, Mehraull, Gurgaon – 122002, Haryana, India

Date of Birth/Age :

19.12.1962

Date of Appointment :

29.08.2011

DIN No.:

00463068

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	U72900DL2001FTC123222	VERTEX CUSTOMER SERVICES INDIA PRIVATE LIMITED	Director	25/09/2009	29/06/2009	-	Active	NO
2	U72900MH1990PTC056726	VERTEX CUSTOMER SOLUTIONS INDIA PRIVATE LIMITED	Director	29/08/2011	18/09/2010	-	Active	NO
3	U72900DL2010FTC211484	VERTEX CUSTOMER MANAGEMENT INDIA PRIVATE LIMITED	Director	16/12/2010	16/12/2010	-	Active	NO

Name :

Mr. Gurpal Singh

Designation :

Director

Address :

C-93, Ground Floor, Greater Kailash I, New Delhi – 110048, India

Date of Birth/Age :

23.01.1972

Date of Appointment :

29.08.2011

DIN No.:

02306417

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	U72200KA2002PTC056311	FIDELITY BUSINESS SERVICES INDIA PRIVATE LIMITED	Director	29/09/2008	09/09/2008	19/12/2008	Active	NO
2	U72900DL2009FTC188947	FIL INDIA BUSINESS SERVICES PRIVATE LIMITED	Director	27/03/2009	27/03/2009	21/08/2009	Active	NO
3	U72900DL2001FTC123222	VERTEX CUSTOMER SERVICES INDIA PRIVATE LIMITED	Director	25/09/2009	23/09/2009	-	Active	NO
4	U72900MH1990PTC056726	VERTEX CUSTOMER SOLUTIONS INDIA PRIVATE LIMITED	Director	29/08/2011	18/09/2010	-	Active	NO
5	U72900DL2010FTC211484	VERTEX CUSTOMER MANAGEMENT INDIA PRIVATE LIMITED	Director	31/10/2013	16/10/2012	-	Active	NO

Name :

Mr. Sanjoy Lodha

Designation :

Additional Director

Address :

702/703, Midtown Apartments, B.G. Kher Marg, Worli, Mumbai – 400018, Maharashtra, India

Date of Birth/Age :

01.01.1966

Date of Appointment :

24.01.2014

DIN No.:

02465548

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	U74999DL1996FTC080656	NORTEL NETWORKS (INDIA) PRIVATE LIMITED	Whole-time director	30/12/2008	24/12/2008	21/07/2009	Active	NO
2	U72200KA2002PTC030887	NORTEL TECHNOLOGY EXCELLENCE CENTRE PRIVATE LIMITED	Additional director	29/01/2009	29/01/2009	18/08/2009	Active	NO
3	U72900DL2010FTC211484	Vertex Customer Management India Private Limited	Additional director	24/01/2014	24/01/2014	-	Active	NO
4	U72900MH1990PTC056726	VERTEX CUSTOMER SOLUTIONS INDIA PRIVATE LIMITED	Additional director	24/01/2014	24/01/2014	-	Active	NO
5	U72900DL2001FTC123222	VERTEX CUSTOMER SERVICES INDIA PRIVATE LIMITED	Additional director	24/01/2014	24/01/2014	-	Active	NO

KEY EXECUTIVES

Name :	Mr. Jayaraman Sundaram
Designation :	Secretary
Address :	B1, Maruhi Homes, 20, 12^th Cross, Kaggadasapura, C.V. Raman Homes 20, Bangalore – 560093, Karnataka, India
Date of Birth/Age :	21.03.1952
Date of Appointment :	15.06.2009
PAN No. :	AAGPJ8151P
Name :	Mr. Sasivarnan
Designation :	Account Executive

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 31.10.2012

Names of Shareholders (Equity Shares)	No. of Shares
Class “A”
Narayan S. Bhargava	44100
Dipti N. Bhargava	9200
Niku Investments and leasing Private Limited, India	19900
Kushal N. Bhargava	2900
Pichumani Venkatraman	3800
Ketan Shrimanker	800
P. Venkatraman HUF	2500
V. Varalakshmi	100
Vertex Customer Management India Private Limited, India	610450
Class “B”
K. Ramesh	1800
Prasanna Soparkar	1800
K.S. Srilkumar	1800
Sumita Banerjee	900
Eeic Billimoria	400
Vertex Customer Management India Private Limited, India	49550
Total	750000

Names of Shareholders (Preference Shares)	No. of Shares
Class “B”
Vertex Customer Management India Private Limited, India	25000000
Total	25000000

As on 29.03.2013

Names of Allottee (Preference Shares)	No. of Shares Allotted
Class “B”
Vertex Customer Management India Private Limited, India	30000000
Total	30000000

As on 06.03.2014

Names of Allottee (Preference Shares)	No. of Shares Allotted
Class “B”
Vertex Customer Management India Private Limited, India	10000000
Total	10000000

As on 31.10.2012

Equity Share Break up (Percentage of Total Equity)

Category	Percentage
Bodies corporate	90.65
Directors or relatives of Directors	7.49
Other top fifty shareholders	1.86
Total	100.00

BUSINESS DETAILS

Line of Business :

BPO for Vodafone.

Products :

Description of product or service category	ITC code
Financial and related services	99715300

GENERAL INFORMATION

No. of Employees :

Information declined by the management

Bankers :

Yes Bank Limited, 9^th Floor, Nehru Centre, Discovery Of India, Dr. Annie Besant Road, Worli,, Mumbai - 400018, Maharashtra, India

Facilities :

(Rs. In Millions)

Secured Loan	As on 31.03.2013	As on 31.03.2012
Short-term Borrowings
Working capital loans from banks	47.305	0.000
Total	47.305	0.000

Banking Relations :	---
Financial Institution :	Societe Generale, 6^th Floor, Mohan Dev Building, 13, Tolstoy Marg, New Delhi - 110001, India
Auditors :
Name :	Deloitte Haskins And Sells Chartered Accountants
Address :	7^th Floor, Building 10, Tower-8 DLF, Cyber City Complex, DLF City Phase-II, Gurgaon-122002, Haryana, India
PAN No.:	AABFD2095B
Holding Company :	Vertex Customer Management India Private Limited
Enterprises which are owned, or have significant influence of or are partners with Key Management personnel and their relatives	· Penta Corporate Services Private Limited · Shell Share Brokers Private Limited. · SteepLap Technologies Private Limited · Niku Investments and Leasing Private Limited

CAPITAL STRUCTURE

As on 30.09.2013

Authorised Capital :

No. of Shares	Type	Value	Amount
1000000	Equity Shares	Rs.10/- each	Rs.10.000 Millions
65000000	Preference Shares	Rs.10/- each	Rs.650.000 Millions
	Total		Rs.660.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
750000	Equity Shares	Rs.10/- each	Rs.7.500 Millions
65000000	Preference Shares	Rs.10/- each	Rs.650.000 Millions
	Total		Rs.657.500 Millions

As on 31.03.2013

Authorised Capital :

No. of Shares	Type	Value	Amount
1000000	Equity Shares	Rs.10/- each	Rs.10.000 Millions
55000000	Preference Shares	Rs.10/- each	Rs.550.000 Millions
	Total		Rs.560.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
750000	Equity Shares	Rs.10/- each	Rs.7.500 Millions
55000000	Preference Shares	Rs.10/- each	Rs.550.000 Millions
	Total		Rs.557.500 Millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.03.2013	31.03.2012	31.03.2011
I. EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	557.500	257.500	7.500
(b) Reserves & Surplus	(446.075)	(122.767)	44.690
(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)	111.425	134.733	52.190
(3) Non-Current Liabilities
(a) long-term borrowings	208.093	179.157	297.000
(b) Deferred tax liabilities (Net)	0.000	0.000	0.000
(c) Other long term liabilities	46.296	0.000	0.000
(d) long-term provisions	2.661	2.887	1.671
Total Non-current Liabilities (3)	257.050	182.044	298.671
(4) Current Liabilities
(a) Short term borrowings	47.305	0.000	0.000
(b) Trade payables	329.320	164.274	61.621
(c) Other current liabilities	82.851	87.874	118.983
(d) Short-term provisions	6.253	2.876	1.985
Total Current Liabilities (4)	465.729	255.024	182.589
TOTAL	834.204	571.801	533.450
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	189.569	131.781	81.230
(ii) Intangible Assets	6.047	8.528	0.000
(iii) Capital work-in-progress	10.000	10.000	1.321
(iv) Intangible assets under development	0.000	0.000	0.000
(b) Non-current Investments	0.007	0.007	0.007
(c) Deferred tax assets (net)	6.896	6.896	6.896
(d) Long-term Loan and Advances	163.878	116.768	33.685
(e) Other Non-current assets	0.223	0.200	0.000
Total Non-Current Assets	376.620	274.180	123.139
(2) Current assets
(a) Current investments	0.000	0.000	0.949
(b) Inventories	0.000	0.000	0.000
(c) Trade receivables	219.999	177.616	153.883
(d) Cash and cash equivalents	10.304	27.950	91.992
(e) Short-term loans and advances	22.078	11.986	0.000
(f) Other current assets	205.203	80.069	163.487
Total Current Assets	457.584	297.621	410.311
TOTAL	834.204	571.801	533.450

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2013	31.03.2012	31.03.2011
	SALES
		Income	1130.440	822.600	793.810
		Other Income	22.690	1.270	111.060
		TOTAL (A)	1153.130	823.870	904.870
Less	EXPENSES
		Office Expenses
		Administrative Expenses	1405.320	931.370	769.500
		Advertising Expenses
		TOTAL (B)	1405.320	931.370	769.500
Less	PROFIT / (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		(252.190)	(107.500)	135.370
Less	FINANCIAL EXPENSES (D)		10.900	0.610	24.980
	PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		(263.0900	(108.110)	110.390
Less/ Add	DEPRECIATION/ AMORTISATION (F)		60.220	59.340	95.080
	PROFIT / (LOSS) BEFORE TAX (E-F) (G)		(323.310)	(167.450)	15.310
Less	TAX (H)		0.000	0.000	0.500
	PROFIT / (LOSS) AFTER TAX (G-H) (I)		(323.310)	(167.450)	14.810
	Earnings / (Loss) Per Share (Rs.)		(5.80)	(3.00)	NA

KEY RATIOS

PARTICULARS		31.03.2013	31.03.2012	31.03.2011
PAT / Total Income	(%)	(28.04)	(20.32)	1.84
Net Profit Margin (PBT/Sales)	(%)	(28.60)	(20.36)	1.93
Return on Total Assets (PBT/Total Assets}	(%)	(39.56)	(30.18)	2.91
Return on Investment (ROI) (PBT/Networth)		(2.90)	(1.24)	0.29
Debt Equity Ratio (Total Debt /Networth)		2.29	1.33	5.69
Current Ratio (Current Asset/Current Liability)		0.98	1.17	2.25

FINANCIAL ANALYSIS

[all figures are in Rupees Millions]

DEBT EQUITY RATIO

Particular	31.03.2011	31.03.2012	31.03.2013
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Share Capital	7.500	257.500	557.500
Reserves & Surplus	44.690	(122.767)	(446.075)
Net worth	52.190	134.733	111.425
long-term borrowings	297.000	179.157	208.093
Short term borrowings	0.000	0.000	47.305
Total borrowings	297.000	179.157	255.398
Debt/Equity ratio	5.691	1.330	2.292

YEAR-ON-YEAR GROWTH

Year on Year Growth	31.03.2011	31.03.2012	31.03.2013
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Sales	793.810	822.600	1130.440
		3.627	37.423

NET PROFIT MARGIN

Net Profit Margin	31.03.2011	31.03.2012	31.03.2013
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Sales	793.810	822.600	1130.440
Profit	14.810	(167.450)	(323.310)
	1.87%	(20.36%)	(28.60%)

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	No
9]	Name of person contacted	Yes
10]	Designation of contact person	Yes
11]	Turnover of firm for last three years	Yes
12]	Profitability for last three years	Yes
13]	Reasons for variation <> 20%	----------------------
14]	Estimation for coming financial year	No
15]	Capital in the business	Yes
16]	Details of sister concerns	Yes
17]	Major suppliers	No
18]	Major customers	No
19]	Payments terms	No
20]	Export / Import details (if applicable)	No
21]	Market information	----------------------
22]	Litigations that the firm / promoter involved in	----------------------
23]	Banking Details	Yes
24]	Banking facility details	Yes
25]	Conduct of the banking account	----------------------
26]	Buyer visit details	----------------------
27]	Financials, if provided	Yes
28]	Incorporation details, if applicable	Yes
29]	Last accounts filed at ROC	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

CORPORATE INFORMATION

Subject was incorporated on June 1, 1990 to provide services in the field of customer relationship management, managing call centre and IT enabled services. The accompanying financial statements reflect the results of the activities undertaken by the Company during the year ended March 31, 2013.

OPERATIONS REVIEW:

The Company during the financial year 2012-13 recorded income of Rs.1130.440 millions. The Company during the year 2012-13 incurred a loss of Rs.323.310 millions.

The Board of Directors are confident that the Company would perform better in the coming year and return to profitability.

UNSECURED LOAN

Rs. In Millions

Particular	As on 31.03.2013	As on 31.03.2012
Long-term borrowings
Intercorporate borrowings	207.507	179.157
Long-term maturities of finance lease obligations	0.586	0.000
Total	208.093	179.157

INDEX OF CHARGES

S.No.	Charge ID	Date of Charge Creation/Modification	Charge amount secured	Charge Holder	Address	Service Request Number (SRN)
1	10429493	20/05/2013	100,000,000.00	YES BANK LIMITED	9TH FLOOR, NEHRU CENTRE, DISCOVERY OF INDIA, DR. ANNIE BESANT ROAD, WORLI,, MUMBAI, MAHARASHTRA - 400018, INDIA	B76480284

* Date of charge modification

FIXED ASSETS

· Plant and equipment

· Furniture and fixtures

· Office equipment

· Other equipments

· Computer

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.61.05
UK Pound	1	Rs.100.81
Euro	1	Rs.84.18

INFORMATION DETAILS

Information Gathered by :	HNA
Report Prepared by :	NTH

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	3
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	4
--PROFITABILIRY	1~10	2
--LIQUIDITY	1~10	3
--LEVERAGE	1~10	3
--RESERVES	1~10	2
--CREDIT LINES	1~10	2
--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
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		29

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	--

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