MIRA INFORM REPORT

Report Date :

08.12.2008

IDENTIFICATION DETAILS

Name :	TYCO VALVES AND CONTROLS INDIA PRIVATE LIMITED
Formerly Known as:	Multi Sarasan Valves Limited
Registered Office :	302/A, Ivory Terrace R C Dutt Road, Alkapuri, Baroda – 390 005, Gujarat.
Country:	India
Financials (as on):	31.03.2006
Date of Incorporation :	18.06.1981
Com. Reg. No.:	04-4441
CIN No.: [Company Identification No.]	U28999GJ1981PTC004441
TAN No.: [Tax Deduction & Collection Account No.]	BRDT00697E
Legal Form :	Private Limited Liability Company
Line of Business :	The Company is engaged in Manufacturing and sale of Raw Casting, Machined Casting and Butterfly Valves. Ball Valves, Color Port Guages, Remote Liquid Level Indicators, Knife Gate Valves.

RATING & COMMENTS

MIRA’s Rating :

B

RATING		STATUS	PROPOSED CREDIT LINE
26-40	B	Unfavourable & favourable factors carry similar weight in credit consideration. Capability to overcome financial difficulties seems comparatively below average.	Small

Maximum Credit Limit :	USD 4345810
Status :	Moderate
Payment Behaviour :	No complaints
Litigation :	Clear
Comments :	The company has not filed any financials with the Government departments after 2006 and the management declined to part with any details. As per last available financials the company was having satisfactory business. It would be advisable to be on a slightly cautions side while dealing at present.

INFORMATION DECLINED BY

Name :	Mr.Manoj Shah
Designation :	Account Department
Date :	05.12.2008

LOCATIONS

Registered Office :	302-A, Ivery Terrace, R C Dutt Road, Alkapuri, Baroda – 390 005, Gujarat, India.
Tel. No.:	91-265-22332767/ 22331944/22336482
Fax No.:	91-265-22336926
Corporate Office:	Survey No. 150, Halol Kalol, Godhara Road, P O Meghasar, Panchmahal Halol – 389 354, Gujarat, India.
Tel. No.:	91-2676-220062
Administrative Office:	R 701, TTC Industrial Area, Midcm Rabale, Navi Mumbai – 400 701, Maharashtra, India.
Tel. No.:	91-215-27605765/67/27
Fax No.:	91-215-27694638

DIRECTORS

Name :	Mr. I S Malhotra
Designation :	Managing Director
Address:	10307 Blue Oak Dr. Houston, TX 77065
Date of Birth:	28.09.1949
Qualification:	B. E. Mech
Experience:	33 Years
Date of Appointment :	01.04.2004
Nature of Employment:	Contractual for 5 Years
Name :	Mr. Michael Bright
Designation :	Director
Address:	91 Sunset Way, Singapore – 597 112.
Date of Birth:	02.10.1957
Date of Appointment :	10.11.1997
Name :	Mr. Edward James
Designation :	Director
Name :	Mr. John Harper
Designation :	Director
Name :	Mr. Doug Hyun Choo
Designation :	Director
Address:	29 Leonie Hill, No. 17-02, Horizon Tower West, Singapore – 597 112.
Date of Birth:	15.06.1961
Date of Appointment :	01.05.2003
Din No:	00296241
Date of Ceasing:	11.07.2005
Name :	Mr. Nestor Luis Carios Sequerios
Designation :	Director
Address:	4702 Block 1, The Summit No. 99, Wu Lu Mu Q1 (M) Road, Xu Hui, Shanghai – 2013150 PRC, Chennai.
Date of Birth:	21.12.1967
Date of Appointment :	10.04.2006
Din No:	00296251
Name :	Mr. Jan Van Rolef Van Ooijen
Designation :	Director
Address:	169 (Emerald Forest), 2888 Hunani, Shanghai – 2013150 PRC, Chennai.
Date of Birth:	27.11.1959
Date of Appointment :	10.04.2006
Din No:	00296249

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As On(30.11.2005)

Names of Shareholders	No. of Shares
Tyco Flow Control Inc.	18998638
Iqbal Singh Malhotra	1
Total:	18998639

Equity Share Breakup	Percentage of Holding
Category (31.03.2005)
Foreign holdings [Foreign institutional investors, Foreign Companies, Foreign Financial Institutions, Non-resident Indian or Overseas corporate bodies or others]	100.00

BUSINESS DETAILS

Line of Business :

The Company is engaged in Manufacturing and sale of Raw Casting, Machined Casting and Butterfly Valves, Ball Valves, Color Port Guages, Remote Liquid Level Indicators, Knife Gate Valves.

Products :

Products	Item Code
Safety Relief Valves	848140
Industrial Valves	848180.03

PRODUCTION STATUS

Particulars	Unit	Actual Production
Machined Casting	Nos.	41024
Butterfly Valves	Nos.	26775
Safety Relif Valves	Nos.	--
Lunkenheimer / Angel Valves	Nos.	4615
Knife Gate Valves	Nos.	2359
Special Products	Nos.	93

GENERAL INFORMATION

Suppliers:

Ø Divya Controls Elements Private Limited

Ø Dutta Controls

Ø Doshi Castings Private Limited

Ø Fludyne Engineers India Private Limited

Ø Gujarat Technocating Private Limited

Ø Inmarco Industrial Maintainence

Ø Inove Cast Private Limited

Ø Jay Metal Tech

Ø Mass Sealing Systems Private Limited

Ø Nova Technocast Private Limited

Ø Alloy Products Private Limited

Ø Shakti Rubbers

Ø Transpower Equipment

Ø Techno Forge Limited

Ø CDC Carboline Private Limited

Ø Castech Founders Private Limited

Ø Flouro Plast

Ø Hitek Engineers

Ø Jearge Enterprises

Ø Malnad Alloy Casting Private Limited

Ø Sueerao Alloys Global Private Limited

Ø Aditya Metal and Alloys Limited

Ø Ameya Transmission

Ø Alfon Associates

Ø Fitcast Founderies and Engineers Private Limited

Ø Metal Tech

Ø Minu Metals

Ø National Process Private Limited

Ø Perfect Actuators and Controls Private lImited

Ø S.S .Alloys Products Private Limited

Ø Shakti Rubbers

Ø Sujay Engineers

Ø Twenty First Century Castings

Ø Vital Cast and Chennai Division are Castech Founderies Private LlImited

Ø Castums Founderies Private Limited

Ø Castums Valves Private Limited

Ø Sueeraa Alloys Global Private Limited

Ø Orient Components Private LImited

No. of Employees :

Bankers :

HDFC Bank Limited

Facilities :

Secured Loan	Amount (In Millions)
Loan from HDFC Bank Limited (Secured against hypothecation of vehicle)	0.182

Banking Relations :	Satisfactory
Auditors :	Deloitte Haskis & Sells
	Chartered Accountant
Address:	31, Nutan Bharat Society, Alkapuri, Vadodara – 390 007, Gujarat, India.
Tel. No.:	91-265-2333776
Fax No.:	91-265-2339729
Pan No:	AADFD2337G
Associates/Subsidiaries :	All Tyco Group Companies Anderson Green Wood Company – U k Anderson Green Wood Company – U.S.A Anderson Green Wood – Harlingen Beijing Keystone Valve Company Limited Biffi Italy S.R.L. Dewrance Erhard GMBH and Company – Germany Flow Control Technologies Hindle Cockburns Limited Intervalve K D Valves Keystone Indonesia PT Indonesia Keystone Valve (China), Shenzhen Plant Keystone Valve (Korea) Limited Kitamura Valve Manufacturing Company Limited KTM Ball Valve Manufacturing (Sichuan) Company Limited, China. Narwik Yarway B.V Neotecha AG – Swiitzerland Safety Systems U K Limited ( Whessoe) Sakhi Raimondi Valve (I) Limited Taiwan Valve Company Limited, Taiwan Tyco Electronic System (India) Private limited Tyco Electronic Tools (India) Private Limited Tyco Fire and Security India Private Limited (Alert Safety Equipments) Tyco Flow Control Argentina Tyco Flow Control Hong Kong Limited Tyco Flow Control K.K – Japan Tyco Flow Control Pacific PTY Limited Newzealand Tyco Flow Control Pecific PTY Limited, Australia Tyco Flow Control PTE. Limited Singapore Tyco Flow Control Taiwan Tyco Flow Controls PTE Limited SingaporeTyco Flow Control - U K Tyco International Limited Bermuda Tyco Pacific – Brisbane Tyco Process, Newzealand Tyco Valves and Comtrols LP Penberthy Tyco Valves and Control, Reno Tyco Valves and Controls Griss Tyco Valves and Controls B.V. Breda Tyco Valves and Controls INC. U.S.A Tyco Valves and Controls Italia S.R.I Vaneesa Tyco Valves and Controls LP (Kunkle) USA Tyco Valves and Controls LP Morin, Birmingham Tyco Valves and Controls Italia, S.r.i. Raimondi Division Tyco Valves and Controls LP Tyco Valves Canada Tyco-Gulf-Grinnell Tyco-USA-Anaheim Tyco-USA-Angleton Tyco-USA-Atlanta Tyco-USA-Baton Rogue Tyco-USA-Denver Tyco-USA-Eastern RGN Tyco-USA*-Midwest RGN Tyco-USA-NTNL WHSE Tyco-USA-Pasadena Tyco-USA-Seattle Tyco-USA-ST , Louis WestLock Congrol Limited, England

CAPITAL STRUCTURE

Authorised Capital :

No. of Shares	Type	Value	Amount
35000000	Equity Shares	Rs. 10/- Each	Rs. 350.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
18998639	Equity Shares	Rs. 10/- Each	Rs. 189.986 Millions

NOTES:

(a) Of the above , 50,000 shares were allotted as fully paid-up bonus shares by capitalization of General Reserve.

(b) All the shares are held by Tyco Flow Control Inc. USA, the holding company and its nominee.

(c)

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2006	31.03.2005
SHAREHOLDERS FUNDS
1] Share Capital		189.986	189.986
2] Advance against Share Capital		3.441	3.441
3] Reserves & Surplus		675.735	361.762
4] (Accumulated Losses)		0.000	0.000
NETWORTH		869.162	555.189
LOAN FUNDS
1] Secured Loans		0.182	0.474
2] Unsecured Loans		0.000	0.000
TOTAL BORROWING		0.182	0.474
DEFERRED TAX LIABILITIES		0.000	0.423
TOTAL		869.344	556.086
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		59.236	63.000
Capital work-in-progress		0.000	1.286
INVESTMENT		0.000	0.000
DEFERREX TAX ASSETS		1.544	2.258
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	253.574	133.839
	Sundry Debtors	366.408	140.482
	Cash & Bank Balances	223.050	443.460
	Other Current Assets	0.000	0.000
	Loans & Advances	445.068	40.762
Total Current Assets		1288.100	758.543
Less : CURRENT LIABILITIES & PROVISIONS
	Current Liabilities	459.886	263.715
	Provisions	19.650	3.028
Total Current Liabilities		479.536	266.743
Net Current Assets		808.564	49.180
MISCELLANEOUS EXPENSES		0.000	0.000
TOTAL		869.344	556.086

PROFIT & LOSS ACCOUNT

PARTICULARS		31.03.2006	31.03.2005
Sales Turnover		1622.535	743.493
Other Income		0.000	0.000
Total Income		1622.535	743.493
Profit/(Loss) Before Tax		416.755	161.419
Provision for Taxation		102.782	51.401
Profit/(Loss) After Tax		313.973	110.018
Earnings in Foreign Currency :
	Export Earnings	656.043	238.658
	Commission Earnings	6.892	11.659
	Other Earnings	4.290	0.000
Total Earnings		667.225	250.317
Imports :
	Raw Materials	245.442	169.123
	Stores & Spares	3.085	2.295
	Capital Goods	188.467	59.939
	Others	0.145	0.000
Total Imports		437.139	231.357
Total Expenditure		1205.780	582.074

KEY RATIOS

PARTICULARS		31.03.2006	31.03.2005
PAT / Total Income	(%)	19.4	14.8
Net Profit Margin (PBT/Sales)	(%)	25.7	21.7
Return on Total Assets (PBT/Total Assets}	(%)	30.9	19.6
Return on Investment (ROI) (PBT/Networth)		0.5	0.3
Debt Equity Ratio (Total Liability/Networth)		0.6	0.5
Current Ratio (Current Asset/Current Liability)		2.7	2.8

LOCAL AGENCY FURTHER INFORMATION

Business:

The company is providing resilient seated butterfly valves, teflon lined valves, butterfly valves & actuators, high performance rotary valves, prince check valves, metal seated rotary valves, hydraulic and turbine trip & throttle valve, field bus and automation & also servicing reconditioning insitu machining, testing , calibration of valves & actuators.

Turnover & Profits:

The Company has made a profit before tax of Rs. 161.419 Millions over sales Rs. 743.493 Millions as compared to profit before tax of Rs. 58.201 Millions over sales of Rs. 426.537 Millions in the Previous Year.

Products Profile:

Resilient seated butterfly valves, teflon lined valves, butterfly valves & actuators, high performance rotary valves, prince check valves, metal seated rotary valves, hydraulic and turbine trip & throttle valve, field bus and automation & also servicing reconditioning insitu machining, testing, calibration of valves & actuators.

Fixed Assets:

Freehold Land, Leasehold Improvements, Building, Plant & Machinery, Patterns & Tools, Furniture & Fitting, Office Equipment, Computer, and Vehicles, etc.

Financial Statement:

1) Contingent Liabilities:

(Amount in Millions)

	31.03.2005	31.03.2004
Bills Discounted	--	1.750
Claim against the company not acknowledged as debts
Income Tax	1.680	1.680
Others*	1.698	1.698

*The Provident Fund authorities, Chennai had directed the company to pay an amount of Rs. 1.698 Millions to the employees provident fund on behalf of shivananda Steels Limited (SSL) and adjust the same against the amount payable by the company to SSL in respect of purchase of goods. The company had informed the provident fund authorities that the goods supplied by SSL had been rejected by the company and a debit note had been issued to SSL in respect of the same and accordingly, there were no dues to SSL. Further the goods could not be returned to ssl since SSl had discontinued its operations. The company had, as advised by its legal counsel filed a petition in the high court of judicature at Madras (High court) against the provident Fund authorities and SSl. The high court has granted an interim stay in the matter.

2) Estimated amount of contracts remaining to be executed on capital account and not provided for Rs. NIL. (Previous Year Rs. 0.231 Millions)

3) During the year ended 31.03.1998 Tyco Flow Control INC. USA (TFCI) (Formerly Keystone International Inc. (KII)), the holding company, had made payments aggregating to Rs.35.927 Millions on behalf of the company in connection with the setting up of Export Oriented Unit (EOU) at Guduvancheri, Chennai. Tha said payments comprised of

a. Amounts aggregating to Rs. 23.827 Millions paid to vendors outside India, In respect of development expenditure and acquisition of fixed assets; and

b. Amounts aggregating to Rs. 12.000 Millions remitted to a bank account maintained by a firm of lawyers on behalf of TFCI, held in trust to incur specified expenditure. Under the instruction from TFCI, amounts aggregating to Rs. 11.245 Millions were utilized towards certain development expenditure and acquisition of fixed assets, on behalf of the company. The balance amount of Rs. 0.855 Millions was paid to the company, which was utilized towards certain development expenditure.

During the year ended 31.03.1999 consequent to the commencement of commercial production of the EOU, the company has accounted the said payments aggregating to Rs. 35.927 Millions as addition to fixed assets and pre operative expenditure and an equivalent amount had been treated as advance against share capital. The company had made an application to RBI in December 1998 for granting post approval for the issue of equity shares to TFCI.

RBI Vide its letter dated 24.08.2000 had approved, on the basis of Foreign Inward Remittance Certificates (FIRCs) submitted by the company, the issue of 3248639 equity shares of Rs. 10/- each at par to TFCI for a total consideration of Rs. 32.486 Millions pending receipt of FIRCs in respect of the balance amount of Rs. 3.441 Millions and pending receipt of approval thereof from RBI, the same has been treated as advance against share capital

4) Loans and Advances include amount due form the Managing Director Rs. 2.922 Millions [Previous Year Rs. 2.699 Millions]. Maximum amount outstanding at any time during the year Rs. 2.922 Millions [Previous Year Rs. 2.699 Millions].

5) Sundry Creditors include Rs. 0.982 Millions [Previous Year Rs. 0.982 Millions] payable to Tyco Flow Control Inc. (TFCI), the holding company in respect of dividends for the year ended 31.03.1991 to 31.03.1995. TFCI had directed that the said dividends declared by the company need not be remitted to it, but utilised for company’s business. Accordingly, the company has not transferred the said dividends aggregating to Rs. 0.982 Millions (net of tax deducted at source) to Unpaid Dividend Account. Sundry Creditors.

6) The company is able to pay royalty at 5% and 8% of sales made with in India & outside India respectively in terms of an agreement dated 21.05.1997 with Keystone International Holding company (now merged with Tyco Flow Control Inc. USA (TFCI), the holding company). TFCI has, vide its leather dated 16.09.2001, waived the royalty payable on sales effected after 01.04.2000. Accordingly, the company has not made provision for royalty in the accounts.

Name of the company	KEYSTONE INDIA PRIVATE LIMITED
Presented By	Shri I.S. Malhotra, the Director
1) Date and description of instrument creating the change	Agreement of Loan Dated 18/12/1994 and Agreement of Hypothecation of Goods and Assets dated 18/12/1994.
2) Amount secured by the charge/amount owing on the securities of charge	Rs.20.300 Millions (consisting of DC credit Rs.5.500 Millions, Export Packing credit Rs.1.500 Millions, DCC on Trading Rs.2.500 Millions, D.D.P. Inland Rs.3.500 Millions, D.D.P. Cheques Rs.0.500 Millions, Bank Guarantee Rs.5.500 Millions and Term Loan of Rs.1.800 Millions)
3) Short particular of the property charged. If the property acquired is subject to charge, date of the acquired of the property should be given	Hypothecation of borrower’s entire goods movables and other assets, present and future including book-debts, outstanding moneys receivables, refund claims etc.
4) Gist of the terms and conditions and extent and operation of the charge.	As per Annexure – A
5) Name and Address and description of the person entitled to the charge.	State Bank of India, Mandvi, Baroda.
6) Date and brief description of instrument modifying the charge	Supplemental Agreement of hypothecation of goods and assets dated 10.02.1999 and Supplemental Agreement of Loan dated 10.02.1999 for increase in overall Limit upto Rs.45.000 Millions.
7) Particulars of modifications specifying the terms and conditions or the extent of operations of the charge in which modification is made and the details of the modification.	As per Annexure - B

FIXED ASSETS:

• Freehold Land
• Leasehold Improvements
• Buildings
• Plant and Machinery
• Furniture and Equipments
• Office Equipment
• Computers
• 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 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.49.69
UK Pound	1	Rs.72.96
Euro	1	Rs.63.46

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	5
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	5
--PROFITABILIRY	1~10	5
--LIQUIDITY	1~10	5
--LEVERAGE	1~10	5
--RESERVES	1~10	5
--CREDIT LINES	1~10	5
--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	YES
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		45

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		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

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