MIRA INFORM REPORT

Report No. :	341827
Report Date :	25.09.2015

IDENTIFICATION DETAILS

Name :	TEXAS INSTRUMENTS (INDIA) PRIVATE LIMITED

Registered Office :	Bagmane Tech Park, 66/3, Adjacant to L.R.D.E, Byrasandra C.V Raman Nagar, Bangalore- 560 093, Karnataka
Tel. No.:	91-80-25345454

Country :	India

Financials (as on) :	31.03.2014

Date of Incorporation :	12.08.1985

Com. Reg. No.:	08-007067

Capital Investment / Paid-up Capital :	Rs.2.731 Million

CIN No.: [Company Identification No.]	U29110KA1985PTC007067

IEC No.:	Not Available

TAN No.: [Tax Deduction & Collection Account No.]	Not Available

PAN No.: [Permanent Account No.]	Not Available

Legal Form :	Private Limited Liability Company

Line of Business :	Subject is engaged in the business of software development on behalf of Texas Instruments Incorporated, USA (the Holding Company). The Company is also engaged in providing marketing support services to its group companies.

No. of Employees :	Information declined by the management

RATING & COMMENTS

MIRA’s Rating :

A (65)

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 13000000

Status :	Good

Payment Behaviour :	Regular

Litigation :	Clear

Comments :	Subject was incorporated in the year 1985, having fine track record. It is engaged in software development. For the financial 2014, the company has achieved a profit of Rs. 703.080 million. It has good net worth base, no borrowings and there is favourable gap between trade payables and receivables. Trade relations are fair. Business is active. Payments are reported to be regular and as per commitment. In the view of long track record, the company can be considered for business dealing 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 – March 31, 2015

Country Name

Previous Rating

(31.12.2014)

Current Rating

(31.03.2015)

India

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	Not Available
Rating	Not Available
Rating Explanation	Not Available
Date	Not Available

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 31-03-2015.

INFORMATION DECLINED

MANAGEMENT NON CO-OPERATIVE (91-80-25345454)

LOCATIONS

Registered Office :	Bagmane Tech Park, 66/3, Adjacent to L.R.D.E, Byrasandra C.V Raman Nagar, Bangalore- 560 093, Karnataka, India
Tel. No.:	91- 80- 25345454 / 25345455
Mobile No.:	9980178876 ( Mr. Anand)
Fax No.:	91- 80- 25048286 / 25048308
E-Mail :	info@india.ti.com d.bapat@ti.com

Research and Development / Tech / Software Centre :	Located at : Bagmane Tech Park, 66/3, Adjacent to L.R.D.E., Byrasandra, C V Raman Nagar, Bangalore – 560093, Karnataka, India Diamond District, Airport Road, Bangalore, Karnataka, India

Branch Office :	Located at: Chandigarh Gurgaon Kolkatta New Delhi Chennai Coimbatore Hyderabad Ahmedabad Mumbai Nasik Pune

DIRECTORS

AS ON 30.09.2014

Name :	Mr. Santhosh Kumar Trichur Natarajan
Designation :	Managing director
Address :	24 Adarsh Vista, Basavanagar, Marathhalli, Bangalore - 560037, Karnataka, India
Date of Birth/Age :	02.05.1969
Date of Appointment :	09.07.2013
DIN No.:	06629983
PAN No.:	AASPT2340N

Name :	Shetul Dinesh Thakrar
Designation :	Whole-time director
Address :	B1002, Mantri Elegance, Bannerghatta Road, N S Palya, Bangalore - 560076, Karnataka, India
Date of Birth/Age :	16.07.1984
Date of Appointment :	28.08.2014
DIN No.:	06958660

Name :	Janice Wheat Harissis
Designation :	Director
Address :	2521 Sir Turquin Lane, Lewisville, Texas, Tx75056, United States of America
Date of Birth/Age :	16.10.1959
Date of Appointment :	04.09.2007
DIN No.:	03636945

Name :	Mr. Sanjay Bhan
Designation :	Director
Address :	No. 36-E, Asset Enclave R Narayanapura, Ramagondanahalli, Varthur, Whitefield Road, Bangalore - 560066, Karnataka, India
Date of Birth/Age :	08.08.1969
Date of Appointment :	08.11.2011
DIN No.:	05120013
PAN No.:	ABOPB9628C

Name :	Mr. John Ward Sullivan III
Designation :	Additional director
Address :	4236 Goodfellow Drive, Dallas, Texas, 752290000, United States of America
Date of Appointment :	09.03.2015
DIN No.:	07070381

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 30.09.2014

Names of Shareholders		No. of Shares
Texas Instruments Inc (USA)		27305
Texas Instruments International Capital Corporation / USA		1
Total		27306

Equity Share Break up (Percentage of Total Equity)

AS ON 30.09.2014

Category	Percentage
Foreign holdings( Foreign institutional investor(s), Foreign companie(s) Foreign financial institution(s), Non-resident Indian(s) or Overseas Corporate bodies or Others	100.00
Total	100.00

BUSINESS DETAILS

Line of Business :

Subject is engaged in the business of software development on behalf of Texas Instruments Incorporated, USA (the Holding Company). The Company is also engaged in providing marketing support services to its group companies.

Products :

Item Code No.	Product Description
85238080	IT Software

Brand Names :

Not Available

Agencies Held :

Not Available

Exports :

Not Divulged

Imports :

Not Divulged

Terms :

Not Divulged

PRODUCTION STATUS: NOT AVAILABLE

GENERAL INFORMATION

Suppliers :

Reference :	Not Divulged
Name of the Person :	Not Divulged
Contact No.:	Not Divulged
Since How Long Known :	Not Divulged
Maximum Limit Dealt :	Not Divulged
Experience :	Not Divulged
Remark:	Not Divulged

Customers :

Reference :	Not Divulged
Name of the Person :	Not Divulged
Contact No.:	Not Divulged
Since How Long Known :	Not Divulged
Maximum Limit Dealt :	Not Divulged
Experience :	Not Divulged
Remark:	Not Divulged

No. of Employees :

Information declined by the management

Bankers :

Banker Name	Not Divulged
Branch Address	Not Divulged
Person Name (With Designation)	Not Divulged
Contact Number	Not Divulged
Name of Account Holder	Not Divulged
Account Number	Not Divulged
Account Since (Date/Year of Account Opening)	Not Divulged
Average Balance Maintained (If Possible)	Not Divulged
Credit Facilities Enjoyed (If any)	Not Divulged
Account Operation	Not Divulged
Remarks (If any)	Not Divulged

Auditors :
Name :	S.R. Batliboi and Associates LLP Chartered Accountants
Address:	12th and 13^th Floor, "UB City" Canberra block, No.24, Vittal Mallya Road, Bangalore -560001, Karnataka, India
PAN N Income-tax PAN of auditor or auditor's firm :	AANPG2350G

Memberships :	Not Available

Collaborators :	Not Available

Holding company:	Texas Instruments Incorporated, USA

Fellow Subsidiary Company:	Texas Instruments Singapore (Pte) Limited Texas Instruments Korea Limited Texas Instruments Japan Limited Texas Instruments France S.A. Texas Instruments Taiwan Limited Texas Instruments (Philippines) Incorporated Texas Instruments Limited, England Texas Instruments Hong Kong Limited Texas Instruments (Israel) Limited Texas Instruments Palo Alto Incorporated Texas Instruments Denmark A/S Texas Instruments Holland B.V. Texas Instruments Deutschland GmbH Texas Instruments Malaysia Sdn Bhd Texas Instruments Norway AS Texas Instruments Semiconductor Technologies (Shanghai) Company Limited Texas Instruments Canada Limited Texas Instruments Belgium Nv Texas Instruments Australia Limited Texas Instruments International Capital Corporation National Semiconductor Sdn. Berhad, Melaka, Malaysia National Semiconductor Manufacturing Hong Kong Limited Texas Instruments Electronics Malaysia Sdn.Bhd

CAPITAL STRUCTURE

AS ON 31.03.2014

Authorised Capital :

No. of Shares	Type	Value	Amount

50000	Equity Shares	Rs.100/- each	Rs. 5.000 Million

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount

27306	Equity Shares	Rs.100/- each	Rs. 2.731 Million

FINANCIAL DATA

[all figures are in Rupees Million]

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	2.731	3.120	3.000
(b) Reserves & Surplus	4412.750	4601.810	3571.184
(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)	4415.481	4604.930	3574.184

(3) Non-Current Liabilities
(a) long-term borrowings	0.000	0.000	261.269
(b) Deferred tax liabilities (Nt)	0.000	0.000	0.000
(c) Other long term liabilities	0.000	0.000	0.000
(d) long-term provisions	0.000	0.155	2.790
Total Non-current Liabilities (3)	0.000	0.155	264.059

(4) Current Liabilities
(a) Short term borrowings	0.000	0.000	0.000
(b) Trade payables	476.029	531.261	767.629
(c) Other current liabilities	664.429	579.356	524.533
(d) Short-term provisions	447.029	541.228	504.489
Total Current Liabilities (4)	1587.487	1651.845	1796.651

TOTAL	6002.968	6256.930	5634.894

II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	1244.189	1223.786	1326.408
(ii) Intangible Assets	6.312	8.778	12.817
(iii) Capital work-in-progress	7.419	0.000	2.959
(iv) Intangible assets under development	0.000	0.000	0.000
(b) Non-current Investments	0.000	0.000	0.000
(c) Deferred tax assets (net)	303.800	284.460	263.200
(d) Long-term Loan and Advances	2731.805	2085.106	1750.622
(e) Other Non-current assets	0.000	0.000	0.000
Total Non-Current Assets	4293.525	3602.130	3356.006

(2) Current assets
(a) Current investments	0.000	0.000	0.000
(b) Inventories	0.000	0.000	0.000
(c) Trade receivables	1423.171	2385.918	1914.519
(d) Cash and cash equivalents	164.424	179.787	177.974
(e) Short-term loans and advances	121.789	89.095	186.395
(f) Other current assets	0.059	0.000	0.000
Total Current Assets	1709.443	2654.800	2278.888

TOTAL	6002.968	6256.930	5634.894

PROFIT & LOSS ACCOUNT

	PARTICULARS	31.03.2014	31.03.2013	31.03.2012
	SALES
	Income	10408.390	11153.410	NA
	Other Income			NA
	TOTAL	10408.390	11153.410	NA

Less	EXPENSES	9354.650	9995.130	NA

	PROFIT/ (LOSS) BEFORE TAX	1053.740	1158.280	NA

Less	TAX	350.660	420.340	NA

	PROFIT/ (LOSS) AFTER TAX	703.080	737.940	722.260

	FOB VALUE OF EXPORT OF SOFTWARE	9337.004	10402.119	NA

	IMPORTS
	Capital Goods	178.336	165.434	NA
	General Stores and Consumables	166.794	129.134	NA
	TOTAL IMPORTS	345.130	294.568	NA

	Earnings / (Loss) Per Share (Rs.)	25748.19	NA	NA

CURRENT MATURITIES OF LONG TERM DEBT DETAILS

Particulars	31.03.2014	31.03.2013	31.03.2012
Current Maturities of Long term debt	NA	NA	NA
Cash generated from operations	NA	NA	NA
Net cash flows from (used in) operations	2570.594	952.732	1354.695

KEY RATIOS

PARTICULARS		31.03.2014	31.03.2013	31.03.2012
Return on Total Assets (PBT/Total Assets}	(%)	18.51	19.39	NA

Return on Investment (ROI) (PBT/Networth)		0.24	0.25	NA

Debt Equity Ratio (Total Debt /Networth)		0.00	0.00	0.07

Current Ratio (Current Asset/Current Liability)		1.08	1.61	1.27

FINANCIAL ANALYSIS

[all figures are in Rupees Million]

DEBT EQUITY RATIO

Particular	31.03.2012	31.03.2013	31.03.2014
	(Rs. In Million)	(Rs. In Million)	(Rs. In Million)
Share Capital	3.000	3.120	2.731
Reserves & Surplus	3571.184	4601.810	4412.750
Money received against share warrants	0.000	0.000	0.000
Share Application money pending allotment	0.000	0.000	0.000
Net worth	3574.184	4604.930	4415.481

long-term borrowings	261.269	0.000	0.000
Short term borrowings	0.000	0.000	0.000
Total borrowings	261.269	0.000	0.000
Debt/Equity ratio	0.073	0.000	0.000

YEAR-ON-YEAR GROWTH

Year on Year Growth	31.03.2013	31.03.2014
	(Rs. In Million)	(Rs. In Million)
Total Income	11153.410	10408.390
		(6.680)

NET PROFIT MARGIN

Net Profit Margin	31.03.2013	31.03.2014
	(Rs. In Million)	(Rs. In Million)
Total Income	11153.410	10408.390
Profit	737.940	703.080
	6.62%	6.75%

LOCAL AGENCY FURTHER INFORMATION

Sr. No.	Check list by info agents	Available in Report (Yes/No)
1	Year of establishment	Yes
2	Constitution of the entity -Incorporation details	Yes
3	Locality of the entity	Yes
4	Premises details	No
5	Buyer visit details	--
6	Contact numbers	Yes
7	Name of the person contacted	No
8	Designation of contact person	No
9	Promoter’s background	Yes
10	Date of Birth of Proprietor / Partners / Directors	Yes
11	Pan Card No. of Proprietor / Partners	Yes
12	Voter Id Card No. of Proprietor / Partners	No
13	Type of business	Yes
14	Line of Business	Yes
15	Export/import details (if applicable)	No
16	No. of employees	No
17	Details of sister concerns	Yes
18	Major suppliers	No
19	Major customers	No
20	Banking Details	No
21	Banking facility details	No
22	Conduct of the banking account	--
23	Financials, if provided	Yes
24	Capital in the business	Yes
25	Last accounts filed at ROC, if applicable	Yes
26	Turnover of firm for last two years	Yes
27	Reasons for variation <> 20%	--
28	Estimation for coming financial year	No
29	Profitability for last three years	Yes
30	Major shareholders, if available	Yes
31	External Agency Rating, if available	No
32	Litigations that the firm/promoter involved in	--
33	Market information	--
34	Payments terms	No
35	Negative Reporting by Auditors in the Annual Report	No

INDEX OF CHARGES: NO CHARGES EXIST FOR COMPANY

CORPORATE INFORMATION

Subject incorporated in the year 1985, is a Software Technology Park Unit engaged in the business of software development on behalf of Texas Instruments Incorporated, USA (the Holding Company). The Company is also engaged in providing marketing support services to its group companies. Effective 1st April 2011, Natsem India Designs Private Limited has amalgamated with the Company during the year end March 31, 2013.

CONTINGENT LIABILITIES:

(Rs. in million)

PARTICULARS	31.03.2014	31.03.2013

Bank guarantees given	46.105	46.105

Claims against the Company not acknowledged as debts:

Income tax *	3904.815	3153.071
Service tax	1856.827	1761.010
Employee's state insurance	60.605	60.605

FIXED ASSETS

Tangible assets

Land
Buildings
Plant and equipment
Furniture and fixtures
Vehicles
Office equipment
Computer equipments
Other equipments
Leasehold improvements

Intangible assets

Computer software

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.66.10
UK Pound	1	Rs.100.89
Euro	1	Rs.73.96

INFORMATION DETAILS

Information Gathered by :	DIP

Analysis Done by :	AMR

Report Prepared by :	KVT

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	7
PAID-UP CAPITAL	1~10	7
OPERATING SCALE	1~10	8
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	7
--PROFITABILITY	1~10	8
--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	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		65

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.