MIRA INFORM REPORT

Report Date :

11.04.2011

IDENTIFICATION DETAILS

Name :	WARTSILA INDIA LIMITED
Registered Office :	48 Neco Chambers, Sector 11, CBD Belapur, Navi Mumbai- 400614, Maharashtra
Country :	India
Financials (as on) :	31.12.2009
Date of Incorporation :	25.04.1986
Com. Reg. No.:	062170
CIN No.: [Company Identification No.]	U99999MH1986PLC062170
TAN No.: [Tax Deduction & Collection Account No.]	MUMW02506A
PAN No.: [Permanent Account No.]	AAACW0345D
Legal Form :	A closely held public limited liability company.
Line of Business :	Manufacturer of power Point Equipments, Power Plants and Turnkey Installation, Generator

RATING & COMMENTS

MIRA’s Rating :

A (68)

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 12000000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a well established and a reputed company having fine track. The company is a subsidiary of wartsila OY, AB of Finland. Financial position of the company appears to be sound. Trade relations are reported as fair. Business is active. Payments are reported to be regular and as per commitments. The company can be considered good for business dealings at usual trade terms and conditions. It can be regarded as a promising business partners in medium to long run.

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 – April 1, 2010

Country Name	Previous Rating (31.12.2009)	Current Rating (01.04.2010)
India	A1	A1

Risk Category	ECGC Classification
Insignificant	A1
Low	A2
Moderate	B1
High	B2
Very High	C1
Restricted	C2
Off-credit	D

INFORMATION DENIED BY

Management non cooperative.

LOCATIONS

Registered Office / Corporate Office :	48 Neco Chambers, Sector 11, CBD Belapur, Navi Mumbai- 400614, Maharashtra, India
Tel. No.:	91-22-27575361 / 5371
Fax No.:	91-22-27575178 / 77/ 76
E-Mail :	wincorporate@wartsila.com pradeep.maillick@wdin.wiprobt.ems.vsnl.net.in shampa.ghoshray@warsila.com
Website :	http://www.wartsila.com
Other Location:	Navi Delhi, Chennai, Nagpur, New Mumbai, Noida, Secunderabad
Factory 1 :	Vishram Panchpor, Opposite Government Rest House, Mumbai-Pune Road ,Shilpata, Khopoli 410 203
Tel. No.:	91-2192-264389 / 264390
Fax No.:	91-2192-263314
EOU:	Opposite Government Rest House, Mumbai-Pune Road, Shilpata, Khopoli 410 203
Tel. No.:	91-2192-262895
Fax No.:	91-2192-263314

DIRECTORS

As On : 29.06.2010

Name :	Mr. Subodh Bhargava
Designation :	Chairman cum Directors
Address :	A-15/1, DLF Phase, Gurgaon-122001, India
Date of Birth/Age :	30.03.1942
Date of Appointment :	06.06.2001
DIN No :	00035672
Name :	Mr. Christoph Vitzthum
Designation :	Director
Address :	Johanneksenrinne, 1 B 55, F I, 00120, Helsinki, Finland-00120
Date of Birth/Age :	05.07.1969
Date of Appointment :	26.02.2005
DIN No :	00170518
Name :	Mr. Riihimaki Vesa
Designation :	Director
Address :	Liito-Oravankatu, 17, Vaasa, Finland-65350
Date of Birth/Age :	21.03.1966
Date of Appointment :	29.06.2010
DIN No :	03137446
Name :	Mr. Bresnahan Aaron
Designation :	Director
Address :	949, Jenkins Drive, Virginia Beach, Virginia-23464, USA
Date of Birth/Age :	09.08.1969
Date of Appointment :	29.06.2010
DIN No :	03144818
Name :	Mr. Rakesh Sarin
Designation :	Managing Director
Address :	Apartment No.4, 18^th Floor, The Pinnacle, DLF City Phase-V, Gurgaon-122001, Haryana, India
Date of Birth/Age :	24.07.1955
Date of Appointment :	14.02.2008
DIN No :	02082150
Name :	Mr. D T Joseph
Designation :	Director
Address :	Flat No.52, Jasmine Cooperative Housing Society, Madhusudan K Marg, Bandra, Mumbai-400051, Maharashtra, India
Date of Birth/Age :	21.12.1945
Date of Appointment :	15.10.2007
DIN No :	01716572
Name :	Mr. Stefan Fant
Designation :	Director
Address :	Klockmossvagen, 4 Vaasa-65280, Finland
Date of Birth/Age :	25.05.1955
Date of Appointment :	08.04.2009
DIN No :	02616897
Name :	Mr. Lars Hellberg
Designation :	Director
Address :	Ekas 180, Kode-44298, Switzerland
Date of Birth/Age :	18.03.1959
Date of Appointment :	18.04.2008
DIN No :	02149091
Name :	Mr. Pradip Shah
Designation :	Director
Address :	72 A, Embassy Appartments, 46, Nepean Sea Road, Mumbai-400006, Maharashtra, India
Date of Birth/Age :	07.01.1953
Date of Appointment :	06.06.2001
DIN No :	00066242

KEY EXECUTIVES

Name :	Mr. Shampa Ghosh Roy
Designation :	Company Secretary
Address :	Flat A-402, Janimal Towers, Sector-17, Vashi, Navi Mumbai-400705, Maharashtra, India
Date of Birth/Age :	18.06.1976
Date of Appointment :	10.03.2008
PAN No :	AGLPR9574R

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 29.06.2010

Equity Share Breakup		Percentage of Holding
Category
Foreign holdings [Foreign institutional investors, Foreign Companies, Foreign Financial Institutions, Non-resident Indian or Overseas corporate bodies or others]		98.89
Bodies corporate		0.03
Other top fifty shareholders		0.22
Others		0.86
	Total	100.00

BUSINESS DETAILS

Line of Business :

Manufacturer of power Point Equipments, Power Plants and Turnkey Installation, Generator

Products :

Product Description	Item Code No:
Diesel Generating Set	85021304

GENERAL INFORMATION

No. of Employees :

1001 (Approximately)

Bankers :

• Bank of Baroda, Corporate Financial Services, fort Branch, 10/12, Mumbai Samachar Marg, Fort, Mumbai-400023, Maharashtra, India

Facilities :

SECURED LOAN	31.12.2009 Rs. In Millions	31.12.2008 Rs. In Millions
Cash Credit from Banks	0.000	84.250
Total	0.000	84.250

Note :

Cash Credits from Banks are secured by way of hypothecation of (both present and future) stocks of raw materials/ components, spares, stocks in process, finished goods and book debts.

Banking Relations :	--
Financial Institution :	GE Capital Services Limited, Aifacs Building, 1, Rafi Marg, Mumbai-110001, Maharashtra, India
Auditors :
Name :	S. B. Billimoria and Company Chartered Accountants
Address :	12, Dr. Annie Besant Road, Opposite Shiv Sagar Estate, Worli, Mumbai-400018, Maharashtra, India
Holding Company :	Wartsila Corporation

CAPITAL STRUCTURE

As On : 31.12.2009

Authorised Capital :

No. of Shares	Type	Value	Amount
15000000	Equity Shares	Rs. 10/- each	Rs. 150.000 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
12034000	Equity Shares	Rs. 10/- each	Rs. 120.340 millions

Note:

Of the above shares, 7,156,101 (Previous year 7,156,101) equity shares of Rs. 10/– each are held by the holding company, Wärtsila Corporation, Finland and 4,743,130 (Previous year 4,700,860) equity shares of Rs. 10/– each are held by Wärtsilä Technology Oy AB, Finland, a subsidiary of Wärtsilä Corporation.

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.12.2009	31.12.2008	31.12.2007
SHAREHOLDERS FUNDS
1] Share Capital		120.340	120.340	120.340
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		2940.912	2494.852	2206.435
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		3061.252	2615.192	2326.775
LOAN FUNDS
1] Secured Loans		0.000	84.250	43.427
2] Unsecured Loans		0.000	0.000	0.000
TOTAL BORROWING		0.000	84.250	43.427
DEFERRED TAX LIABILITIES		0.000	0.000	14.496
TOTAL		3061.252	2699.442	2384.698
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		417.153	345.681	443.258
Capital work-in-progress		18.342	122.160	45.324
INVESTMENT		1455.087	890.734	1287.476
DEFERREX TAX ASSETS		43.154	1.808	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	560.357	493.245	408.729
	Sundry Debtors	1100.027	968.481	553.139
	Cash & Bank Balances	322.195	378.184	124.958
	Other Current Assets	48.873	62.289	0.000
	Loans & Advances	332.111	601.903	1397.034
Total Current Assets		2363.563	2504.102	2483.860
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	693.914	703.832	613.538
	Other Current Liabilities	255.098	264.768	331.965
	Provisions	287.035	196.443	929.717
Total Current Liabilities		1236.047	1165.043	1875.220
Net Current Assets		1127.516	1339.059	608.640
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		3061.252	2699.442	2384.698

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.12.2009	31.12.2008	31.12.2007
	SALES
		Income	4391.581	3518.270	2653.753
		Other Income	174.182	104.870	142.429
		TOTAL (A)	4565.763	3623.140	2796.182
Less	EXPENSES
		Cost of sales, construction and services	2321.658	1827.593	2368.698
		Operating and administration expenses	1544.745	1272.375
		TOTAL (B)	3866.403	3099.968	2368.698
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		699.360	523.172	427.484
Less	FINANCIAL EXPENSES (D)		0.603	3.327	27.824
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		698.757	519.845	399.660
Less/ Add	DEPRECIATION/ AMORTISATION (F)		44.271	74.745	78.320
	PROFIT BEFORE TAX (E-F) (G)		654.486	445.100	321.340
Less	TAX (H)		(166.188)	(114.444)	(72.043)
	PROFIT AFTER TAX (G-H) (I)		488.298	330.656	249.297
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		1493.958	1262.985	1099.418
Less	APPROPRIATIONS
		Transfer to General Reserve	48.830	33.066	24.930
		Maintenance Reserve	25.893	24.379	25.602
		Dividend	36.102	36.102	30.085
		Tax on Dividend	6.136	6.136	5.113
	BALANCE CARRIED TO THE B/S		1865.295	1493.958	1262.985
	EARNINGS IN FOREIGN CURRENCY
		Export Earnings		639.089	110.544
		Services rendered	1289.000	323.478	207.612
		Commission Earnings		318.441	233.773
		Other Earnings		12.454	(2.373)
	TOTAL EARNINGS		1289.000	1293.462	549.556
	IMPORTS
		Components	NA	240.350	143.503
		Stores & Spares	NA	379.877	360.597
		Capital Goods	NA	29.663	5.673
	TOTAL IMPORTS		NA	649.890	509.773
	Earnings Per Share (Rs.)		40.58	27.48	20.72

KEY RATIOS

PARTICULARS		31.12.2009	31.12.2008	31.12.2007
PAT / Total Income	(%)	10.69	9.13	8.91
Net Profit Margin (PBT/Sales)	(%)	14.90	12.65	12.11
Return on Total Assets (PBT/Total Assets}	(%)	23.18	15.61	10.98
Return on Investment (ROI) (PBT/Networth)		0.21	0.17	0.14
Debt Equity Ratio (Total Liability/Networth)		0.40	0.48	0.80
Current Ratio (Current Asset/Current Liability)		1.91	2.15	1.32

LOCAL AGENCY FURTHER INFORMATION

SUNDRY CREDITORS DETAILS

(Rs. in millions)

Particulars	31.12.2009	31.12.2008	31.12.2007
Sundry Creditors
Micro and Small Enterprises	0.000	0.477	4.088
Other	693.914	703.355	609.450
Total	693.914	703.832	613.538

Note : Registered Office of the company has been shifted from No: 76, Free Press House, 7^th floor, Nariman Point, Mumbai:400021, Maharashtra, India to the present address w.e.f. 15.05.2008

Operations

The Company’s turnover during the year 2009 increased to MINR 4566 being 26% more than the previous year while the profit after tax increased by 47% to MINR 488 primarily due to Services business achieving good results and effective control of operational costs.

The Power Plant business picked up during the year 2009 as the delivery of power plants aggregated to 54 MW (35 MW last year).

During the same period, capacity commissioned totaled 32 MW (50 MW last year). The cumulative deliveries of power plants to customers up to 31st December, 2009 aggregated to 3235 MW, of which 3201 MW have been commissioned and operating while 34 MW is under installation and likely to be commissioned during the year 2010.

In addition, as on 31st December, 2009, orders totaling 60 MW (45 MW last year) were on hand for delivery and execution during the year 2010. The order intake during the year 2009 was 75 MW as compared to 57 MW in the year 2008.

The Services business continued to do well. The Company’s competency in re-locating power plants resulted in turnkey projects for the business. The foray in ship repairs gained momentum with propulsion activities in shipping segment.

As of 31st December, 2009, the Company operates and maintains 54 power plant sites under contract covering 131 engines (669 MW), 10 steam turbine generators (STG-311.6 MW) and 22 wind turbine generators (WTG – 56.4 MW) totaling 1040 MW (compared to 52 power plants and 818 MW as of 31st December, 2008).

The Company looks forward to steer its automation business into marine, industrial and power plant sectors.

The Company’s Ship Power business reflected the financial crisis in the shipping industry. The year 2009 saw few orders for shipbuilding at Indian shipyards. As a result, ship owners continued to hold or defer their investment decisions for expansion of capacities. The primary activity for much of the year was to re-negotiate deliveries along with rearrangement of the delivery schedules based on the revised plans and was focused on the strengthening internal systems and procedures and deliveries for the Indian Navy projects. The business situation is expected to continue to be challenging and the trend in 2010 is expected to be more or less the same.

Industrial Operations at Khopoli plant is concentrating on expansion of Auxillary manufacturing activities in the year 2010. Auxiliary production in the year 2009 was higher as compared to that in 2008. Sale of gear boxes and nozzles continued to be low due to the downturn in Shipping Industry. As reported last year, in view of the severe economic slowdown faced by the shipping industry, the expansion of manufacturing activities at Khopoli for Controlled Pitched Propellers (CPP) was discontinued. Consequently, an impairment of assets related to CPP plant and machinery to the tune of MINR 13 has been recognized in the books of accounts during the year.

Form 8

Corporate identity number of the company	L9999MH1986PLC062170
Name of the company	WARTSILA INDIA LIMITED
Address of the registered office or of the principal place of business in India of the company	48 Neco Chambers, Sector 11, CBD Belapur, Navi Mumbai- 400614, Maharashtra, India
This form is for	Modification of charge
Type of charge	Book debts Movable property (not being pledge)
Particular of charge holder	Bank of Baroda, Corporate Financial Services, fort Branch, 10/12, Mumbai Samachar Marg, Fort, Mumbai-400023, Maharashtra, India
Nature of instrument creating charge	3rd Jt Supplemental Deed of Hypothecation dated 21.05.2010 was executed to secure reduced limit of Rs 1100.000 millions – Jt Deed of Hypothecation dated 01.02.1993 for Rs 766.600 millions was modified by an Amendment Agreement dated 09/05/1997 for Rs 689.600 millions (Regn. 02.06.1997 Sr. No 83); modified by 1st Supplemental Deed of Hypothecation dated 31/03/1997 for securing limit of Rs 930.000 millions (regn 03.05.1999 Sr. No 104); modified by 2nd Joint Supplemental Deed of Hypothecation dated 16.08.2000 securing Rs 1110.000 millions (regn: 20.09.2000 Sr. No 127).
Date of instrument Creating the charge	21.05.2010
Amount secured by the charge	Rs. 1100.000 millions
Brief of the principal terms an conditions and extent and operation of the charge	Rate of interest The consortium of bankers may stipulate different rates of interest individually. Terms of repayment Repayment as referred in attached 3rd Joint Supplemental Deed of Hypothecation. Margin The Company shall maintain such margin as may be specified by the banks from time to time. Extent and operation of the charge The consortium of bankers lead by Bank of Baroda are secured by first charge ranking pari passu of the stocks of raw materials stock in progress semi finished and finished goods consumable stores and spares both present and futures also all the Borrowers Book Debts outstanding monies receivables claims bills etc. both present and future.
Short particulars of the property charged (Including location of the property)	The consortium of banks are secured by first charge ranking pari passu of the stocks of raw materials, stock in progress, semi finished, finished goods, consumable stores and spares, book debts, etc
Charge identification number of the charge to be modified	90352159
Date of instrument modifying the charge	16.08.2000
Particulars of the present modification	3rd Joint Supplemental Deed of Hypothecation dated 21st May 2010 securing working capital facilities which was reduced from Rs 1110.000 millions to Rs 1100.000 millions given by 5 consortium bankers lead by Bank of Baroda ie Bank of Baroda - Rs 300.000 millions, Central Bank of India - Rs 200.000 millions, Standard Chartered Bank - Rs 250.000 millions, HDFC Bank - Rs 200.000 millions and Axis Bank - Rs 150.000 millions aggregating to Rs 1100.000 millions. Bank of India and Citibank have withdrawn from the consortium.

Fixed Assets;

• Land- Freehold
• Building
• Plant and Machinery
• Furniture, fitting and Office Equipments
• Vehicles
• Technical Known-how

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.44.04
UK Pound	1	Rs.72.19
Euro	1	Rs.63.40

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	6
PAID-UP CAPITAL	1~10	7
OPERATING SCALE	1~10	8
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	8
--PROFITABILIRY	1~10	8
--LIQUIDITY	1~10	8
--LEVERAGE	1~10	7
--RESERVES	1~10	8
--CREDIT LINES	1~10	8
--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		68

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.