MIRA INFORM REPORT

Report Date :

06.12.2007

IDENTIFICATION DETAILS

Name :	VASU TECH LIMITED
Formerly Known As :	VARMA TRAFAG LIMITED
Registered Office :	P O Sangwari, District Rewari – 123 401, Haryana
Country :	India
Financials (as on) :	31.03.2006
Date of Incorporation :	02.03.1984
Com. Reg. No.:	05-17618
CIN No.: [Company Identification No.]	U51909DL1984PLC017618
TAN No.: [Tax Deduction & Collection Account No.]	DELV05599G
PAN No.: [Permanent Account No.]	AAACV0054C
Legal Form :	A Closely Held Public Limited Liability Company.
Line of Business :	Manufacturing and Selling of Thermostats, Pressure Switches, Temperature and Pressure Transmitters, Controllers, Density Gauges and Spares and Services for the said instruments.

RATING & COMMENTS

MIRA’s Rating :

C

RATING		STATUS	PROPOSED CREDIT LINE
<10	C	Absolute credit risk exists. Caution needed to be exercised	Credit not recommended

Maximum Credit Limit :	USD 170000
Status :	Poor
Payment Behaviour :	Unknown
Litigation :	Unknown
Comments :	Financial position of the company is poor. Ways and means position is difficult. No payment are available. The company can be considered for any business dealings on safe and secured trade terms and conditions, only.

LOCATIONS

Registered Office :	P O Sangwari, District Rewari – 123 401, Haryana, India
Tel. No.:	91-1274-249040/ 249738/ 249739
Telefax No.:	91-1274-249738/ 249040
E-Mail :	works@in.vasutech.com
Website :	http://www.vasutech.com
Branches :	C-7, 2^nd Floor, Friends Colony (East), New Delhi – 110065, India.
Tel. No.:	91-11-41628761/ 41628762
Fax No.:	91-11-41628770
E-Mail :	corporate@in.vasutech.com
Overseas Offices:	· Vasucorp Incorporation Address 1: Suite 300, 1250, 24th Street, N.W. Washington D.C.-20037 Address 2: 2350, Mission College Blvd. Suite 500  Santa Clara , CA 95054

DIRECTORS

Name :	Mr. Rattan Lal Varma
Designation :	Chairman and Managing Director
Address :	A – 123, New Friends Colony, New Delhi – 110 065, India
Date of Birth/Age :	21.04.1928
Date of Appointment :	02.03.1984
Name :	Mr. Dhruv Varma
Designation :	Managing Director
Address :	A – 123, New Friends Colony, New Delhi – 110 065, India
Date of Birth/Age :	25.10.1961
Date of Appointment :	07.05.1986
Name :	Ms. Aruna Varma
Designation :	Director
Address :	A – 123, New Friends Colony, New Delhi – 110 065, India
Date of Birth/Age :	06.02.1941
Date of Appointment :	02.03.1984

SHAREHOLDING PATTERN

Equity Shares Breakup (Percentage of Total Equity):

Sr No.	Category	Percentage
1	Foreign holdings Foreign institutional investor (s), Foreign companie(s), Foreign financial institutions(s) , Non – resident Indian (s) or Overseas corporate bodies or Others	32.61
2	Bodies Corporate	16.15
3	Directors or relative of directors	50.97
4	Others	0.27

BUSINESS DETAILS

Line of Business :

Manufacturing and Selling of Thermostats, Pressure Switches, Temperature and Pressure Transmitters, Controllers, Density Gauges and Spares and Services for the said instruments.

Products:

Product description	Item code
Thermostat	90.32
Pressure Switch	90.32
Density Gauge	85.36

Products with ITC Code :

ª Thermostats – 90.32

ª Pressure Switches – 90.32

ª Temperature and Pressure Transmitters

ª Controllers

ª Density Gauges – 85.36

PRODUCTION STATUS

Particulars	Unit	Licensed Capacity	Installed Capacity	Actual Production
Thermostats	Nos.	100000	80000	265
Pressure Switches	Nos.	60000	50000	3907
Transmitter for Temperature and Pr. Explosion Proof	Nos.	2500	2500	--
Controllers, Regulators and Density Gauges	Nos.	10000	10000	--
Process Timers	Nos.	2000	----	--
Heating Systems and Solenoid Valves	Nos.	100	50	--

GENERAL INFORMATION

No. of Employees :

About 20

Bankers and Financial Institutions :

¯ Canara Bank

¯ Oriental Bank of Commerce

¯ ICICI Bank Limited

¯ HSIDC

Facilities :

Secured Loan

(Rs. in millions)

	2005	2004
From Banks: -- Cash Credit / Overdraft -- Term Loan -- Assets Purchased	78.098 55.000 0.560	98.956 55.000 0.664
From Financial Institutions/ Venture Fund: -- Term Loan -- Interest accrued and due	84.317 48.307	84.317 40.686
Total	266.282	279.623

Unsecured Loan

(Rs. in millions)

	2005	2004
From Bank -- Short Term	50.000	50.000
From Financial Institutions -- Term Loan	20.000	20.000
From Shareholders	57.073	45.606
Intercorporate Loans	207.551	100.678
Interest accrued and due	63.223	56.117
Total	397.847	272.401

Banking Relations :

Unknown

Auditors :

Obhrai Kataria and Associates

Chartered Accountants

Address :

4^th Floor, Dakha House, 18/17, W. E. A., Karol Bagh, New Delhi – 110 005, India

Tel. No.:

91-11-25768424/ 51450810

Fax No.:

91-11-51450816

E-Mail :

kataria@nde.vanl.net.in

Associates :

¯ Associated Engineers

¯ Suneja Enterprises

¯ Thermocon Enterprises

¯ Usha Enterprises

Subsidiaries :

ª Vasucorp Inc. (formerly Vasu Tech Inc.)

CAPITAL STRUCTURE

Authorised Capital :

No. of Shares	Type	Value	Amount
5000000	Equity shares	Rs. 10/- each	Rs. 50.000 millions
5000000	Equity shares	Rs. 10/- each	Rs. 50.000 millions
25000	Equity shares	Rs.1000/- each	Rs. 25.000 millions
		Total	Rs.125.000millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
3756564	Equity shares	Rs. 10/- each	Rs. 37.565 millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2006	31.03.2005	31.03.2004
SHAREHOLDERS FUNDS
1] Share Capital		37.566	37.566	37.566
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		139.482	139.482	68.397
4] (Accumulated Losses)		[136.571]	[83.222]	0.000
NETWORTH		40.477	93.826	105.963
LOAN FUNDS
1] Secured Loans		266.399	266.282	279.623
2] Unsecured Loans		157.387	204.122	272.401
TOTAL BORROWING		423.786	470.404	552.024
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		464.263	564.230	657.987
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		57.156	62.614	67.957
Capital work-in-progress		748.624	623.307	162.988
INVESTMENT		0.000	0.000	0.000
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	85.848	88.066	89.118
	Sundry Debtors	86.875	85.511	84.612
	Cash & Bank Balances	4.317	2.284	9.445
	Other Current Assets	12.404	12.620	0.000
	Loans & Advances	8.954	15.654	28.279
Total Current Assets		198.398	204.135	211.454
Less : CURRENT LIABILITIES & PROVISIONS
	Current Liabilities	530.107	307.222	107.603
	Provisions	9.808	18.604	18.548
Total Current Liabilities		539.915	325.826	126.151
Net Current Assets		[341.517]	[121.691]	85.303
MISCELLANEOUS EXPENSES		0.000	0.000	341.739
TOTAL		464.263	564.230	657.987

PROFIT & LOSS ACCOUNT

PARTICULARS		31.03.2006	31.03.2005	31.03.2004
Sales Turnover		14.684	6.527	2.823
Other Income		0.757	19.126	0.000
Total Income		15.441	25.653	2.823
Profit/(Loss) Before Tax		[36.324]	[11.095]	[28.020]
Provision for Taxation		0.750	0.000	0.000
Profit/(Loss) After Tax		[37.074]	[11.095]	[28.020]
Import Value		NA	47.700	9.400
Expenditures :
	Raw Material Consumed	6.897	2.406
	Consumption of stores and spares parts	0.556	0.194
	Increase/(Decrease) in Finished Goods	1.154	0.604
	Salaries, Wages, Bonus, etc.	11.197	9.924
	Payment to Auditors	0.121	0.124
	Interest	15.385	11.039	30.843
	Insurance Expenses	0.098	0.007
	Power & Fuel	0.851	0.874
	Depreciation & Amortization	4.145	4.233
	Other Expenditure	11.361	7.343
Total Expenditure		51.765	36.748	30.843

KEY RATIOS

PARTICULARS		31.03.2006	31.03.2005	31.03.2004
PAT / Total Income	(%)	[240.10]	[43.25]	[992.56]
Net Profit Margin (PBT/Sales)	(%)	[247.37]	[169.98]	[992.56]
Return on Total Assets (PBT/Total Assets}	(%)	[3.61]	[1.24]	[6.33]
Return on Investment (ROI) (PBT/Networth)		[0.89]	[0.11]	[0.26]
Debt Equity Ratio (Total Liability/Networth)		23.80	8.48	6.40
Current Ratio (Current Asset/Current Liability)		0.36	0.62	1.67

LOCAL AGENCY FURTHER INFORMATION

OTHER INFORMATION:

Incorporated in India, headquarters in New Delhi, India, the company is in the process of setting up their global operations for taking their new development – the VCU Technology platform – to the global markets. Whilst the company currently have on-going operations in India, their globally patented VCU Technology is the vehicle for their going global and entering the world markets. 

The company is currently working in the domain of controls:

Household Appliance Controls

ª Industrial Controls

ª Heating Ventilation Air-conditioning (HVAC) + Home & Building Controls

ª Automotive Controls

ª Commercial Refrigeration Controls

The company’s fixed asset of important value includes:

¯ Land

¯ Building

¯ Plant and Machinery

¯ Vehicles

¯ Furniture

¯ Office Equipments

WEBSITE DETAILS:

They are a young and vibrant organization that is in the process of re-inventing itself. Simple words – but a much deeper implication. 

Powered by a new technology platform developed by and marketed by them, they are creating an entity with a new identity. 

Vasu Tech Limited – with their new logo that artistically renders their aspirations – to stretch the limits of  “infinity”.

Incorporated in India, headquarters in New Delhi, India, they are in the process of setting up their global operations for taking their new development – the VSoC Technology platform – to the global markets. Whilst they currently have on-going operations in India, their globally patented VSoC Technology is the vehicle for their going global and entering the world markets. 

They are currently working in the domain of controls:

·        Household Appliance Controls

· Industrial Controls

· Heating Ventilation Air-conditioning (HVAC) + Home & Building Controls

· Automotive Controls

· Commercial Refrigeration Controls

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 records 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.39.47
UK Pound	1	Rs.80.09
Euro	1	Rs.57.65

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	4
PAID-UP CAPITAL	1~10	--
OPERATING SCALE	1~10	--
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	--
--PROFITABILIRY	1~10	--
--LIQUIDITY	1~10	2
--LEVERAGE	1~10	--
--RESERVES	1~10	--
--CREDIT LINES	1~10	1
--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	NO
TOTAL		7

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	Unfavourable & favourable factors carry similar weight in credit consideration. Capability to overcome financial difficulties seems comparatively below average/normal.	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
NR		In view of the lack of information, we have no basis upon which to recommend credit dealings	No Rating

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