MIRA INFORM REPORT

Report Date :

17.11.2008

IDENTIFICATION DETAILS

Name :	TOSHNIWAL INDUSTRIES PRIVATE LIMITED
Registered Office :	C/O Shri Yatendra Goyal (CA) D-201 Shiv Manthan, Soni Complex, Chincholi Bunder Road, Malad (East), Mumbai – 400064, Maharashtra
Country :	India
Financials (as on) :	31.03.2008
Date of Incorporation :	07.07.1959
Com. Reg. No.:	11-11393
CIN No.: [Company Identification No.]	U33120MH1959PTC011393
TAN No.: [Tax Deduction & Collection Account No.]	MUMT08961B
PAN No.: [Permanent Account No.]	AAACT1582B
Legal Form :	Private Limited Liability Company.
Line of Business :	Manufacturers and Exporter of Temperature Sensors, Recorders and Radiation Pyrometers Thermometer.

RATING & COMMENTS

MIRA’s Rating :

A

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 400000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Mr. M M Garg, Account Manager parted partial details and assured to provide financials later on. Subject is a well established company having fine track. Trade relations are fair. Financial position is good. Payments are correct and as per commitments. The company is doing well. It can be considered good for normal business dealings at usual trade terms.

 INFORMATION PARTED BY

Name :	Mr. M M Garg
Designation :	Account Manager
Date :	15.11.2008

LOCATIONS

Registered Office :	C/O Shri Yatendra Goyal (CA) D-201 Shiv Manthan, Soni Complex, Chincholi Bunder Road, Malad (East), Mumbai – 400064, Maharashtra, India
E-Mail :	toshbroc@bom2.vsnl.net.in mmgarg@tipl.com services@tipl.com dealers@tipl.com supply@tipl.com hrd@tipl.com mkt@tipl.com scmaheshwari@tipl.com
Website :	http://www.tipl.com
Corporate Office :	F-68, Solaris I, Opposite L and T, Gate No.6, Saki-Vihar Road, Powai, Mumbai – 400072, Maharashtra, India
Tel. No.:	91-22-40156449
Fax No.:	91-22-28470763
E-Mail :	mmgarg@tipl.com
Website :	http://www.tipl.com
Location :	Owned
Head Office/ Factory :	Industrial Estate, Makhupura, Ajmer – 305002, Rajasthan, India
Tel. No.:	91-145 - 2695171 / 72 / 73, 2695205 / 3299777
Fax No.:	91-145 – 2695174
E-Mail :	info@tipl.com
Area :	2 acres
Location :	Owned
Branch Office :	Located at: Ahmedabad Bangalore Baroda Bhilai Delhi – Gurgaon Hyderabad Indore Kanpur Kolkata Lucknow Mumbai Nagpur Pune
Marketing Office :	Located at: Mumbai Delhi Ahmedabad Bangalore

DIRECTORS

Name :	Mr. Madan Govind Toshniwal
Designation :	Managing Director
Address :	Todarmal Marg, Civil Lines, Ajmer, Rajasthan, India
Date of Birth/Age :	19.02.1933
Date of Appointment :	26.07.1971
Qualification :	B. Com
Elec. Comm. Identity Card No. :	RJ/12/095/114194
Name :	Mr. Rajeev Toshniwal
Designation :	Director – Technical
Address :	Todarmal Marg, Civil Lines, Ajmer, Rajasthan, India
Date of Birth/Age :	30.06.1959
Date of Appointment :	27.10.1991
Qualification :	Engineer
Elec. Comm. Identity Card No. :	RJ/12/095/114259
Name :	Ms. Manju Toshniwal
Designation :	Director
Address :	Todarmal Marg, Civil Lines, Ajmer, Rajasthan, India
Date of Birth/Age :	21.01.1934
Date of Appointment :	29.03.1995
Qualification :	B. Com
Elec. Comm. Identity Card No. :	RJ/12/095/114195

MAJOR SHAREHOLDERS

(As on 04.08.2008)

Names of Shareholders	No. of Shares
Arvind Toshniwal	153
K. C. Toshniwal	85
Ratan Devi Toshniwal	340
Kamlesh Toshniwal	458
Rajesh Tawani	2
Manju Toshniwal	2938
M. G. Toshniwal	3298
Mahesh Toshniwal	324
Rajesh Toshniwal	537
Vandana Agarwalla	43
Pushpalata Toshniwal	17
Priti Toshniwal	681
Ratan Daga	114
Rajeev Toshniwal	1315
Abhinav Toshniwal	305
Avantika Toshniwal	9
Kamlesh Toshniwal Jointly with Mahesh Toshniwal	956
Kamlesh Toshniwal Jointly with Rajesh Toshniwal	956
O. P. Sharda	1
K. K. Singhal	1
Hemlata Toshniwal	217
Total	12750

(As on 30.09.2008)

Category	Percentage
Directors or relatives of directors	88.55
Other top fifty shareholders (other than listed above)	11.45
Total	100.00

BUSINESS DETAILS

Line of Business :

Manufacturers and Exporter of Temperature Sensors, Recorders and Radiation Pyrometers Thermometer.

Products :

ITC Code No	Product Description
9025.00	Temperature Sensors
9025.00	Recorders
9025.00	Radiation Pyrometers Thermometer

Agencies Held :

• Raytek
• Sankyo
• Okhura
• Pelco

Exports :

Products :

Finished Goods

Countries :

USA

Imports :

Products :

Raw Materials

Countries :

• Japan
• USA

Terms :

Selling :

Cash and Credit

Purchasing :

L/C, Credit (30 days)

GENERAL INFORMATION

Customers :

Own Manufacturing

No. of Employees :

175

Bankers :

• Bank of Baroda

P. R. Marg, Ajmer – 305001, Rajasthan, India

Facilities :

Secured Loans	31.03.2008 (Rs. In Millions)
LIC (Against Keyman Insurance Policies)	0.861
ICICI Bank Limited (Against Hypothecation of Used Car)	1.802
Bank of Baroda (Against Fixed Deposits)	2.631
Bank of Baroda (Against Land and Building )	0.314
Total	5.608
Note: The above loans are additionally guaranteed by all the directors of the Company jointly and severally.
Unsecured Loans	31.03.2008 (Rs. In Millions)
Fixed Deposits	1.730
Loans from Directors	5.668
Loans from Others	0.329
Loans from Shareholders	8.568
Total	16.295
Note: The loans under item No. II, III and IV above are guaranteed by one of the directors Out of item No. II, III and IV loans from Directors and Shareholders to the maximum of Rs.0.600 Millions are against Hypothecation of sundry Debtors of the company.

Banking Relations :	Satisfactory
Auditors :
Name :	G. M. Jain and Company Chartered Accountants
Address :	354/ XI D H Building, Hathi Bhata, Tondon Gali, Ajmur – 305001, India
Associates :	Toshbro Controls Private Limited

CAPITAL STRUCTURE

Authorised Capital :

No. of Shares	Type	Value	Amount
25000	Equity Shares	Rs. 100/- each	Rs. 2.500 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
12750	Equity Shares	Rs. 100/- each	Rs. 1.275 Millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2008	31.03.2007	31.03.2006
SHAREHOLDERS FUNDS
1] Share Capital		1.275	1.275	1.275
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		81.332	30.426	20.735
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		82.607	31.701	22.010
LOAN FUNDS
1] Secured Loans		5.608	0.000	0.555
2] Unsecured Loans		16.295	16.052	14.223
TOTAL BORROWING		21.903	16.052	14.778
DEFERRED TAX LIABILITIES		0.353	1.292	1.325
TOTAL		104.863	49.045	38.113
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		41.150	9.678	9.040
Capital work-in-progress		0.000	0.000	0.000
INVESTMENT		0.000	4.693	0.000
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	39.052	20.726	14.426
	Sundry Debtors	56.117	23.061	26.258
	Cash & Bank Balances	9.953	7.541	3.486
	Other Current Assets	2.175	6.498	4.302
	Loans & Advances	0.000	0.000	0.000
Total Current Assets		107.297	57.826	48.472
Less : CURRENT LIABILITIES & PROVISIONS
	Current Liabilities	33.140	21.904	18.289
	Provisions	10.444	1.248	1.110
Total Current Liabilities		43.584	23.152	19.399
Net Current Assets		63.713	34.674	29.073
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		104.863	49.045	38.113

PROFIT & LOSS ACCOUNT

PARTICULARS		31.03.2008	31.03.2007	31.03.2006
Sales Turnover		200.694	133.632	101.700
Other Income		7.655	7.483	0.000
Total Income		208.349	141.115	101.700
Profit/(Loss) Before Tax		34.686	16.375
Provision for Taxation		12.670	5.719
Profit/(Loss) After Tax		22.016	10.656
Export Value		2.190	1.031
Import Value		95.272	55.813
Expenditures :				Not Available
	Cost of Goods Sold	121.417	81.607
	Manufacturing Expenses	27.430	20.887
	Administrative Expenses	0.296	0.255
	Payment to Auditors	20.861	18.432
	Interest	2.745	2.702
	Depreciation & Amortization	0.914	0.857
	Other Expenditure
Total Expenditure		173.663	124.740

KEY RATIOS

PARTICULARS		31.03.2008	31.03.2007	31.03.2006
PAT / Total Income	(%)	10.57	7.55	NA
Net Profit Margin (PBT/Sales)	(%)	17.28	12.25	NA
Return on Total Assets (PBT/Total Assets}	(%)	23.37	24.26	NA
Return on Investment (ROI) (PBT/Networth)		0.42	0.52	NA
Debt Equity Ratio (Total Liability/Networth)		0.79	1.24	1.55
Current Ratio (Current Asset/Current Liability)		2.46	2.50	0.47

LOCAL AGENCY FURTHER INFORMATION

 Note:

The Registered Office of the company has been shifted from 198-Jamshedji Tata Road, Mumbai – 400020, Maharashtra, India to the present address w.e.f. 01.10.2008.

Form 8:

Name of the company

TOSHNIWAL INDUSTRIES PRIVATE LIMITED

Presented By

Mr. M. G. TOSHNIWAL

1) Date and description of instrument creating the change

Instruments of Hypothecation of goods dated 29.07.2000

Instrument of Hypothecation of Machinery dated 29.07.2000

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

Rs. 4.000 Millions & Rs. 8.300 Millions respectively

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

Raw materials, components, semi finished goods, stock in process and finished goods.

Plant , machinery & Equipments, Plant and Machinery, Furniture, computer and Equipments

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

As primary security for cash credit [hypothecation of goods] of Rs. 4.000 Millions

As a collateral security for the entire credit facility of Rs. 8.300 Millions

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

Bank of Baroda

P. R. Marg,

Ajmer – 305001, Rajasthan, India

6) Date and brief description of instrument modifying the charge

Hypothecation agreement dated 03.11.2005 for Rs. 9.900 Millions in place of the two old instruments dated 29.07.2000 covering various assets of the company.

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.

Hypothecation agreement dated 03.11.2005 for Rs. 9.900 Millions in place of the two old instruments dated 29.07.200 covering various assets of the company as a security for the entire credit facilities as under :

	Rs in Millions
Cash Credit [against hypothecation of goods]	3.400
Bank Guarantees	6.500
Total	9.900

Fixed Assets:

• Factory General Building
• R and D Building
• Plant and Machinery
• Diesel Generator Set
• Furniture, Computers and Equipment
• Electrical Installations
• Scooter
• Cycles

AS PER WEBSITE

Management

Mr. M.G. Toshniwal, Managing Director of company has a long experience of successfully managing this medium size engineering industry, and is supported by a team of trained professionals. Company owes its technological leadership to its engineers and business managers backed by a dedicated work force. Company enjoys the highest reputation in India for product quality, business integrity and excellent after sales service.

Manufacturing Facilities

Compnay has modern facilities for manufacturing including Electronic Assembly Shops, Machine Shop, Tool Room, Sheet Metal Fabrication Shop, Welding (including TIG argon arc welding) Shop, Paint Shop, Bakelite Moulding Shop, Electroplating and Polishing Shop etc.

Test & Measuring Instruments & Equipment

Company has world class test & measuring instruments to ensure accuracies of manufacturing and calibration and for quality assurance. Company also has Black Body Radiation Calibration Furnaces for calibration of Infrared Radiation Thermometers & Pyrometers. Company also maintains a Standard Room having instruments with traceability of parameters like voltage, current, resistance, optical pyrometry, temperature etc to the National Physical Laboratory, Delhi. Company also provides calibration and accuracy certification as per ISO 9000 requirements.

History

Subject  was incorporated in Mumbai (Bombay) in India in 1959 as a private limited company. The manufacturing facility of the company was set-up at Ajmer (Rajasthan) under the aegis of M/s Toshniwal Brothers Private Limited (Estb. 1948) under the leadership of renowned Scientist, (Late) Dr. G.R. Toshniwal, D.Sc.

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.49.46
UK Pound	1	Rs.73.17
Euro	1	Rs.62.96

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	7
--PROFITABILIRY	1~10	7
--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		56

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.	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