MIRA INFORM REPORT

Report Date :

23.06.2008

IDENTIFICATION DETAILS

Name :	UNIVERSAL POWER TRANSFORMERS PRIVATE LIMITED
Formerly Known As :	UNIVERSAL TRANSFORMERS
Registered Office :	26/A, 2^nd Phase, Peenya Industrial Area, Bangalore – 560008, Karnataka
Country :	India
Financials (as on) :	31.03.2007
Date of Incorporation :	30.01.2002
Com. Reg. No.:	08-30060
CIN No.: [Company Identification No.]	U31103KA2002PTC030060
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturers of Transformers.

RATING & COMMENTS

MIRA’s Rating :

Ba

RATING		STATUS	PROPOSED CREDIT LINE
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory

Maximum Credit Limit :	USD 500000
Status :	Satisfactory
Payment Behaviour :	Usually correct
Litigation :	Clear
Comments :	Subject is a well established and reputed company having satisfactory track. Management remains non-cooperative during current investigation. Note the correct style of company as Universal Power Transformer Private Limited. Nothing adverse reported. The company is doing well, as learnt. It can be considered good for normal business dealings at usual trade terms and conditions.

INFORMATION PARTED BY

Name :	Mr. Ajay Mishra
Designation :	Finance Head
Contact No.:	91-9972571538
Date :	17.06.2008

LOCATIONS

Registered Office :	26/A, 2^nd Phase, Peenya Industrial Area, Bangalore – 560008, Karnataka, India
Tel. No.:	91-80-28396184 / 28396188/ 283972219 / 56971336 / 65971336 / 32719334 / 28396877
Mobile No.:	91-9972571538
Fax No.:	91- 80-28397271 / 28396188
E-Mail :	contact@upt.in dwarka@upt.in unitransformers@vsnl.net contact@unitransformers.com
Website :	http://www.unitransformers.com www.upt.com
Location :	Leased
Marketing and Sales Offices :	W-204, Sunrise Chambers, #22, Ulsoor Road, Bangalore - 560 042, Karnataka, India                      Phone: 91-80-41477032 / 4147 7033  Fax: 91-80-4147 7031  E-mail:blr@unitransformers.com No. 59/15, Satyam House, 2^nd Floor, Kalkaji Extension, Opposite Balaji Estate, New Delhi - 110 019, India                                      Phone: 91-11-4162 9332, 2628 6381                     Fax: 91-11-4162 9331         E-mail: delhi@unitransformers.com Cabin No-209, 2^nd Floor, SCO 11A, Sector 7C, Madhya Marg, Chandigarh – 160019, Punjab, India Phone: 91-172-4646406 Fax: 91-172-4646406  E-mail: chandigarh@unitransformers.com
Branches:	· No. 5, 4^th Floor, Josmanas Building, M C Nichols Road, Chetpet, Chennai – 560 031, Tamil Nadu, India · Plot No. 101, Marigold Building, Neco Garden Vimana Nagar, Pune – 400 014, Maharashtra, India · Ravi Chambers, 6-3-351, 3^rd Floor, Road No. 1, Banjara Hills, Hyderabad -500 034, Andhra Pradesh, India

DIRECTORS

Name :	Mr. Kosuke Hosokawa
Designation :	Director
Address :	47 Hill Street, # 06-02, Chinese Chamber Of Commerce, Singapore 179365
Date of Birth/Age :	26.07.1958
Date of Appointment :	03.06.2006
Date of Ceasing ;	24.11.2007
Name :	Mr. Vipul Parekh
Designation :	Director
Name :	Mr. Sandeep Reddy
Designation :	Director
Name :	Mr. Dhruva Talwarkar
Designation :	Director
Address :	No. 312, Embassy Woods, 6a, Cunningham Road, Bangalore – 560 001, Karnataka, India
Date of Birth/Age :	08.07.1968
Date of Appointment :	30.01.2002
Name :	Mr. Virpaksh Gauda
Designation :	Director [Non Resident Indian]
Date of Birth/Age :	05.06.1949
Date of Appointment :	22.10.2004
Name :	Venkat Yechuri
Designation :	Directors
Address :	No. B 7/41, Tridal Nagar, Yerwada, Pune – 411 006, Maharashtra, India
Date of Birth/Age :	21.12.1966
Date of Appointment :	30.01.2002
Name :	Narendra Soorabathola
Designation :	Director
Address :	12550 Le Vau Court, # 101 Fairfax Va 2203, USA
Date of Birth/Age :	31.03.1965
Date of Appointment :	08.02.2003
Name :	Mr. Dwarkanath Narasimha
Designation :	Director [Non Resident Indian]
Address :	65, 4^th Main Road, Malleshwaram , Bangalore – 560 055, Karnataka, India
Date of Birth/Age :	23.11.1956
Date of Appointment :	25.05.2005
Name :	Mr. Virupaksha Gowda
Designation :	Director
Address :	No. 43, 3^rd Main 1^st Cross, Domlur, 2^nd Stage, Bangalore – 560 071, Karnataka, India
Date of Birth/Age :	05.06.1949
Date of Appointment :	22.10.2004

KEY EXECUTIVES

Name :	Mr. Ramchandra S. R.
Designation :	Chief Executive Officer
Name :	Mr. G Krishna
Designation :	Company Secretary
Address :	# 33, 1^st Cross, Phase – I, Royal Placid Layout, Near Haralur, Bangalore – 560 034, Karnataka, India
Tel No.;	91-80-65317492
Fax No.:	91-9980162241
E-Mail:	krishnagodi@gmail.com

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

Names of Shareholders (As on 31.03.2007 )	No. of Shares
Mr. Dhruva Talwalkar	175104
Mrs. Anisha Bhandari	999
Mr. Narendra Soorabathula	75473
H and M global Selection India Pte. Limited	48000
Total	299576

Category (As on 31.03..2007) :-	Percentage
Venture capital	16.02
Foreign Holdings (Foreign Institutional Investor(S), Foreign Companie(S), Foreign Financial Institution(S), Non–Resident Indian(S) Or Overseas Corporate Bodies Or Others	25.19
Directors or relative of directors	58.45
Others	0.34
Total	100.00

BUSINESS DETAILS

Line of Business :	Manufacturers of Transformers.
Products :	· Oil Filed Transformers · Dry Type Transformers · Reactors / Switch Gears and Batterys
Importers :
Products :	Material (Battery),Transformers
Countries :	China
Exports :
Countries :	Canada, United Kingdom, Africa, Middle East, Sri Lanka, UAE, UK, Yemen, Asia and Europe.
Terms :
Selling :	L/C, Cash, Credit
Purchasing :	L/C, Cash, Credit

GENERAL INFORMATION

Suppliers :	v Advance Control Tech , India v Industrial Rubber Works , India
No. of Employees :	400
Bankers :	· ICICI Bank Bangalore, Karnataka, India · State Bank of India Bangalore – 560008, Karnataka, India · ICICI Bank Limited Landmark Race Cource Circle, Alkapuri , Baroda – 390 015, Gujarat, India E-Mail: amit.thakkar@icicibank.com · Bank of India Cantonment Branch, Jyothi Mahal, No. 49, St. Mark S Road, Bangalore – 560 001, Karnataka, India
Facilities :	Cash Credit and Terms loans ( From State Bank of India)
Banking Relations :	Satisfactory
Auditors :
Name :	A Bhaskar & Co. Chartered Accountants
Address :	35, 17^th Main VI Block , Koramangala, Bangalore – 560008, Karnataka, India
Associates/Subsidiaries :	UPT Fabrication Private Limited (CIN :U28120KA2005PTC037381)

CAPITAL STRUCTURE

(As on 31.03.2007):-

Authorised Capital :

No. of Shares	Type	Value	Amount
5050000	Equity Shares	Rs.10/- each	Rs. 50.500 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
299576	Equity Shares	Rs. 10 /- each	Rs. 2.996 millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2007	31.03.2006	31.03.2005
SHAREHOLDERS FUNDS
1] Share Capital		2.996	2.576	1.787
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		99.802	19.460	3.045
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		102.798	22.036	4.832
LOAN FUNDS
1] Secured Loans		27.191	0.000	0.000
2] Unsecured Loans		0.000	0.000	0.000
TOTAL BORROWING		27.191	0.000	0.000
DEFERRED TAX LIABILITIES		0.872	1.152	0.624
TOTAL		130.861	23.188	5.456
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		85.020	28.933	14.663
Capital work-in-progress		50.956	11.507	1.200
INVESTMENT		2.100	2.100	0.000
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	32.373	20.827	17.329
	Sundry Debtors	84.732	27.151	9.996
	Cash & Bank Balances	32.141	18.542	3.135
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	30.038	7.903	11.018
Total Current Assets		179.284	74.423	41.478
Less : CURRENT LIABILITIES & PROVISIONS
	Current Liabilities	172.450	85.595	52.449
	Provisions	16.299	9.460	0.000
Total Current Liabilities		188.749	95.055	52.449
Net Current Assets		[9.465]	[20.632]	(10.971)
MISCELLANEOUS EXPENSES		2.250	1.280	0.564
TOTAL		130.861	23.188	5.456

PROFIT & LOSS ACCOUNT

PARTICULARS		31.03.2007	31.03.2006	31.03.2005
Sales Turnover		696.130	390.872	187.194
Other Income		0.000	1.344	0.527
Total Income		696.130	392.216	187.721
Profit/(Loss) Before Tax		47.278	34.814	4.306
Provision for Taxation		18.236	11.548	0.241
Profit/(Loss) After Tax		29.042	23.266	4.065
Export Value		89.590	3.347	3.138
Import Value		1.405	0.011	NA
Expenditures :
	Financial Charges	1.884	0.534	0.740
	Depreciation & Amortization	6.340	3.662	2.260
	Other Expenditure	640.628	353.206	180.415
Total Expenditure		648.852	357.402	183.415

KEY RATIOS

PARTICULARS		31.03.2007	31.03.2006	31.03.2005
PAT / Total Income	(%)	4.17	8.88	2.47
Net Profit Margin (PBT/Sales)	(%)	6.79	8.91	2.30
Return on Total Assets (PBT/Total Assets}	(%)	14.89	29.76	7.51
Return on Investment (ROI) (PBT/Networth)		0.41	1.58	0.89
Debt Equity Ratio (Total Liability/Networth)		2.10	4.31	10.83
Current Ratio (Current Asset/Current Liability)		0.95	0.78	0.79

LOCAL AGENCY FURTHER INFORMATION

HISTORY:

Subject was originally incorporated in the year 2001 as Sole Proprietory Concern in the name and style of ‘Universal Transformers’. The name was changed to the present.

FORM 8:-

Name of the company

UNIVERSAL POWER TRANSFORMER PRIVATE LIMITED

Presented By

Bank of India, Cantonment Branch No. 49, Jyothi Mahal, St. Marks Road, Bangalore -560 001

1) Date and description of instrument creating the change

11.11.2003

Agreement of Hypothecation of plant and Machinery , Stock and book debts

2) Amount secured by the charge/amount owing on the securities of charge

Fund Based Limits Inland Bills Negotiated	Rs. 2.500 millions
Non Fund Based Limits
a) LC Inland / Foreign (DA/DP)	Rs.2.000 millions
b) BG	Rs. 1.500 millions
Total	Rs. 6.000 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 all plant and machineries, furniture and fixtures, electrical equipments, office equipments, computers, peripherals, etc being and lying at borrower factory at No. 26/A, 2^nd Phase, Peenya Industrial Area Bangalore – 58, whosesoever situate lying or in transit and hypothecation of all current assets on particulars , book debts of the company and stocks of raw materials, such as copper, SPL grade, steel, transformer oil, bushing and copper, metal / pastes , mild steel etc and work in process and stock of finished good lying at the borrower premises at no. 26/A, area Bangalore -58 whosesoever situated lying on in transit both present and future belonging to the company.

4) Gist of the terms and conditions and extent and operation of the charge.

· Interest Inland Bills 0.5% below PLR presently at 11% p.a

· LC as per FEDAI rules

· BG as applicable to financial performance guarantees

· Margin Inland Bills Nil

· BG and LC 50% cash margin

· Repayable on Demand

5) Name and Address and description of the person entitled to the charge.

Bank of India

Address: Cantonment Branch, Jyothi Mahal, No. 49, St. Mark S Road, Bangalore – 560 001.

6) Date and brief description of instrument modifying the charge

NA

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.

NA

Corporate identity number of the company	U31103KA2002PTC030060
Name of the company	UNIVERSAL POWER TRANSFORMER PRIVATE LIMITED
Address of the registered office or of the principal place of business in India of the company	26/A, 2^nd Phase, Peenya Industrial Area, Bangalore – 560008, Karnataka, India
This form is for	Creation of charge
Type of charge	· Book Debts · Movable Property
Particular of charge holder	ICICI Bank Limited Address: Land Mark Cource Circle, Alkapuri, Baroda – 390 015, Gujarat, India E-mail: amit.thakkar@icicibank.com
Nature of instrument creating charge	Deed of hypothecation (For Term loan and Working capital facilities) Combined document executed for Term Loan of Rs. 30 millions and working capital facilities of Rs. 23 millions, but the separate charges are being filed for term loan and working capital facilities.
Date of instrument Creating the charge	09.01.2007
Amount secured by the charge	Rs. 30.000 millions
Brief of the principal terms an conditions and extent and operation of the charge	Rate of Interest IBAR -2.25% (floating rate with one year reset) Terms of Repayment Principal amount of each tranche is to be repaid in 42 equal monthly installments payable commencing from June 2007 and ending on November 2010. Margin Term Loan 25% Extent and Operation of the charge Exclusive charge on the entire current assets and movable properties as detailed in the schedule to the deeds of hypothecation attached to this form.
Short Particulars of the present modification	Exclusive charge on the entire current assets and movable properties as detailed in the schedule to the deeds of hypothecation attached to this form.

WEBSITE DETAILS

MANUFACTURING :

Core Assembly:

The magnetic core is built up of laminated punched out high-grade coils. The laminations have mitered ends and annealed to relieve mechanical stresses and restore magnetic quality.

Subject has pioneered the practice of banding the core together using a special process, and using epoxy to cure the assembly together at the limbs and yoke region.

This results in-

· Reduction in the no load losses by an additional 12%.

· Reduction in the sound level by as much as 5 db.

· Reduction in the overall size of the core so as to reduce the size of the transformer.

· Reduction in magnetizing current.

Core is available in various grades depending on loss specifications of the customer. The company has experience in designing and procuring cores using all grades of electrical steel available (M4 to ZDKH).

Windings:

The windings are made of 99.99% electrolytically pure annealed copper strips and insulated with kraft paper for oil immersed transformers and enamel fibre glass cover for dry type transformers.

The L.V. coils are transposed at the center to equalize resistance thereby reducing circulating current losses and eliminating hot spots. Effective and effective cooling is ensured by providing sufficient axial radial ducts for coils. Tappings are provided on the H.V.side of the coils for tap variations either onload or offload. The coils are stiffened with webbing cotton tapes to withstand mechanical forces during short circuit conditions. Additionally, the insulation scheme is made to withstand impulse voltages. These are very important factors in the Indian electricity scenario as power fluctuations are rampant across the country.

Core Coil Assembly:

After the Windings and the core assembly are complete; the windings are inserted on individual limbs of the core. This assembly is called the core coil assembly, and is known as the "active part" of the transformer.

Tap leads are brought out from the windings after insertion on the core by brazing a multi-strand copper that is flexible are either insulated using kraft paper or by kraft crepe paper tubes.

The leads of the transformer are properly routed, run and secured to withstand the short circuit forces.

The entire assembly of core and coils are heated in the oven to ensure perfect removal of moisture and proper shrinkage. This enables the complete assembly to withstand normal operating forces in service and as mandated in the standards.

Tanks and Radiators

Tanks are made from either hot rolled steel or CRCA sheets (In the case of corrugated tank construction).They are made from sheet thickness varying from 5mm to 15 mm (depending on the rating of the transformer).

Proper welding ensures that the transformer tank is leak proof and able to withstand an internal pressure of 7 PSI. The welding process is of high quality both in material and skill conforming to ASTM standards. This helps to ensure the tanks are leak proof for the life of the product.

As most transformers are outdoor type, subject shot blasts all transformer tanks and ensures that primer is applied within 30 mts of shot blasting and painting is done immediately thereafter. Additionally, all the inside surfaces are coated varnish or lacquer.

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.42.97
UK Pound	1	Rs.84.75
Euro	1	Rs.66.72

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	6
PAID-UP CAPITAL	1~10	6
OPERATING SCALE	1~10	6
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	6
--PROFITABILIRY	1~10	6
--LIQUIDITY	1~10	6
--LEVERAGE	1~10	6
--RESERVES	1~10	6
--CREDIT LINES	1~10	6
--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	NO
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		54

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