MIRA INFORM REPORT

Report Date :

23.04.2011

IDENTIFICATION DETAILS

Name :	AIROIL FLAREGAS (INDIA) PRIVATE LIMITED

Registered Office :	Survey No. 788 Opposite Torrent Laboratories Limited, Kalol, Mehsana Highway, Indrad, Mehsana 383341, Gujarat

Country :	India

Financials (as on) :	31.03.2010

Date of Incorporation :	07.04.1984

Com. Reg. No.:	006875

CIN No.: [Company Identification No.]	U24110GJ1984PTC006875

Legal Form :	Private Limited Liability Company

Line of Business :	Sale of Flare Systems and Components along with Erection and Installation of the same.

RATING & COMMENTS

MIRA’s Rating :

Ba (51)

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

Maximum Credit Limit :	USD 989000

Status :	Good

Payment Behaviour :	Regular

Litigation :	Clear

Comments :	Subject is a well established company having fine track. General financial position is good. Trade relations are reported as fair. Business is active. Payments are reported to be correct and as per commitments. The company can be considered good for normal business dealings at usual trade terms and conditions.

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

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

LOCATIONS

Registered Office :	Survey No. 788 Opposite Torrent Laboratories Limited, Kalol, Mehsana Highway, Indrad, Mehsana 383341, Gujarat, India
Tel. No.:	91-2764-233496
Fax No.:	91-2764-233503
E-Mail :	ida@hs.co.in corphq@hs.co.in
Website :	www.airoilindia.com


Corporate Office :	204, Sumer Kendra, Pandurang Budhkar Marg, Worli, Mumbai - 400 018, Maharashtra, India
Tel. No.:	91-22-4965031-36
Fax No.:	91-22-4961073
E-Mail :	corphg@hs.co.in

Head Quarters:	South Zone 44, South Boag Road, T. Nagar, Chennai - 600 017, Tamilnadu, India Tel. No.: 91-44-4345529 / 4347923 / 4342146 Fax No.: 91-44-4344320 Email: hsmadras@vsnl.com North Zone B-4/222 Safdarjung Enclave New Delhi - 110 029, India Tel. No.: 91-11-6161217 / 6197824 Fax No.: 91-11-6193156

Branches :	Located At: Baroda Calcutta Hyderabad Bangalore

DIRECTORS

AS ON 27.09.2010

Name :	Mr. Anthony Saia
Designation :	Director
Date of Birth/Age :	05.01.1959
Date of Appointment :	11.09.2009

Name :	Mr. Hasmukh C Sheth
Designation :	Director
Date of Birth/Age :	04.02.1939
Date of Appointment :	07.04.1984

Name :	Mr. Gautam H Sheth
Designation :	Director
Date of Birth/Age :	15.06.1968
Date of Appointment :	01.09.1995

Name :	Mr. Peter Joseph Andrade
Designation :	Director
Date of Birth/Age :	03.01.1947
Date of Appointment :	01.04.1992

Name :	Mr. Damji C Chheda
Designation :	Director
Date of Birth/Age :	02.03.1945
Date of Appointment :	29.09.1995

Name :	Mr. Michael F Wignall
Designation :	Director
Date of Birth/Age :	29.07.1958
Date of Appointment :	29.09.1995

Name :	Mr. Christopher P Ivett
Designation :	Director
Date of Birth/Age :	26.10.1960
Date of Appointment :	31.10.2006

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 27.09.2010

Names of Shareholders	No. of Shares
Anthony Saia
Hasmukh C Sheth	78000
Peter Joseph Andrade	78000
Sheth H Ushaben	60000
Sheth H Gautam	199499
Andrade Claire Felicity	5000
Ramaswamy Melanie	8750
Andrade Nigel	17500
Peter Joseph Andrade and Andrade Claire Felicity	58500
Andrade Claire Felicity and Peter Joseph Andrade	3750
Hasmukh C Sheth and Sheth H Ushaben	34000
Sheth H Ushaben and Hasmukh C Sheth	45000
Sheth H Gautam and Hasmukh C Sheth andPeter Joseph Andrade	1
Hamworthy Combustion Engineering Limited, UK	294000
Sanghavi M Mitesh	24500
Sanghavi M Sheetal	73500
Total	980000

AS ON 27.09.2010

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]		30.00
Directors or relatives of directors		70.00
	Total	100.00

BUSINESS DETAILS

Line of Business :

Sale of Flare Systems and Components along with Erection and Installation of the same.

GENERAL INFORMATION

Bankers :

Canar Bank, Worli Branch, MAthanda Building, Dr. Annie Besant Road, Mumbai 400018, Maharashtra, India
ICICI Bank
Dena Bank

Facilities :

SECURED LOAN	31.03. Rs. In Millions	31.03. Rs. In Millions
From Canara Bank
C C Hypothecation A/c (secured against hypothecation of raw material, finished goods, work in progress, book debts and first charge on the fixed assets of the company)	19.323	10.252
ICICI Bank (secured against hypothecation of motor car) (installment repayable within next 12 months Rs. 0.349 million ) including interest	0.279	1.336
TML Financial Services Limited (installment repayable within next 12 months Rs. 0.108 million) including interest	0.216	0.320
TOTAL	19.818	11.908


Banking Relations :	--

Auditors :
Name :	S P Jain and Associates Chartered Accountant
Address :	601 Orbit Plaza, 6^th Floor, Appa Saheb Marathe MArg, New Prabhadevi Road, Prabhadevi, Mumbai 400025, Maharashtra, India
Tel. No.:	91-22-24316201 / 02 / 24218129 / 24320931
Fax No.:	91-22-24218130

Associates/Subsidiaries :	Hammworthy Combustion Engg Limited TLT Engineering India Private Limited HS Engineering and Marketing Service Koerting Engineering Private Limited Hi-Tech Engineering Private Limited

CAPITAL STRUCTURE

AS ON 31.03.2010

Authorised Capital :

No. of Shares	Type	Value	Amount

1250000	Equity Shares	Rs. 10 each	Rs.12.500 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount

980000	Equity Shares	Rs. 10 each	Rs.9.800 millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2010	31.03.2009	31.03.2008
SHAREHOLDERS FUNDS
1] Share Capital		9.800	9.800	9.800
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		237.550	186.206	113.404
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		247.350	196.006	123.204
LOAN FUNDS
1] Secured Loans		19.818	11.908	19.868
2] Unsecured Loans		0.000	0.000	5.200
TOTAL BORROWING		19.818	11.908	25.068
DEFERRED TAX LIABILITIES		0.000	0.000	0.409

TOTAL		267.168	207.914	148.681

APPLICATION OF FUNDS

FIXED ASSETS [Net Block]		36.349	38.639	38.564
Capital work-in-progress		11.661	10.484	3.996

INVESTMENT		0.355	0.247	0.249
DEFERREX TAX ASSETS		8.735	9.602	0.000

CURRENT ASSETS, LOANS & ADVANCES
	Inventories	51.237	46.027	92.618
	Sundry Debtors	80.045	172.093	112.819
	Cash & Bank Balances	86.375	39.226	34.246
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	137.143	84.202	59.370
Total Current Assets		354.800	341.548	299.053
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	27.298	42.477	54.262
	Other Current Liabilities	38.084	83.704	97.544
	Provisions	79.350	66.425	41.375
Total Current Liabilities		144.732	192.606	193.181
Net Current Assets		210.068	148.942	105.872

MISCELLANEOUS EXPENSES		0.000	0.000	0.000

TOTAL		267.168	207.914	148.681

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2010	31.03.2009	31.03.2008
	SALES
		Sales	276.089	520.358	234.609
		Other Income	0.000	0.000	0.000
		TOTAL (A)	276.089	520.358	234.609

Less	EXPENSES
		Office Expenses
		Administrative Expenses	182.997	391.172	190.373
		Advertising Expenses
		TOTAL (B)	182.997	391.172	190.373

Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		93.092	129.186	44.236

Less	FINANCIAL EXPENSES (D)		3.650	6.939	NA

	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		89.442	122.247	44.236

Less/ Add	DEPRECIATION/ AMORTISATION (F)		4.764	4.826	4.502

	PROFIT BEFORE TAX (E-F) (G)		84.678	117.421	39.734

Less	TAX (H)		28.900	50.450	16.500

	PROFIT AFTER TAX (G-H) (I)		55.778	66.971	23.234

Add	Provision for Differed Liability / Assets		(0.866)	10.011	0.411

Less/ Add	Excess Provisional for I T in earlier year written off / written back		(0.139)	(0.740)	(0.061)

Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		162.457	96.654	79.509

Less	APPROPRIATIONS
		Transfer to General Reserve	7.000	7.000	3.000
		Dividend	2.940	2.940	2.940
		Tax on Dividend	0.489	0.499	0.499
	BALANCE CARRIED TO THE B/S		206.801	162.457	96.654

	EARNINGS IN FOREIGN CURRENCY
		Export Earnings	1.615	2.051	2.051

	Earnings Per Share (Rs.)		55.89	77.80	--

KEY RATIOS

PARTICULARS		31.03.2010	31.03.2009	31.03.2008
PAT / Total Income	(%)	20.20	12.87	9.90

Net Profit Margin (PBT/Sales)	(%)	30.67	22.56	16.93

Return on Total Assets (PBT/Total Assets}	(%)	21.64	30.88	11.76

Return on Investment (ROI) (PBT/Networth)		0.34	0.60	0.32

Debt Equity Ratio (Total Liability/Networth)		0.66	1.04	1.77

Current Ratio (Current Asset/Current Liability)		2.45	1.77	1.54

LOCAL AGENCY FURTHER INFORMATION

TURNOVER AND SALES AND FUTURE OUTLOOK:

The turnover for the year was Rs.276.089 millions against Rs.520.358 millions in the previous year, registering a reduction of 46.93% . This was mainly due to low order position. The net profit before tax was Rs. 84.678 millions as against Rs. 117.421 millions in the previous year. However as percentage of turnover the net profit was 30.67% as against previous year of 22.56%. This was mainly due to execution of few orders received with better margin and execution of erection orders In view of low order position, the performance in current year will be affected. Management is trying hard to get new order to improve the performance in the current year.

FIXED ASSETS:

Land office Building
Plant and Machinery
Electrical Fittings
Furniture and Fixtures
Office Equipment
Computer
Motor Car and Vehicle

FORM 8

Corporate identity number of the company	AIROIL FLAREGAS (INDIA) PRIVATE LIMITED
Name of the company	U24110GJ1984PTC006875
Address of the registered office or of the principal place of business in India of the company	Survey No. 788 Opposite Torrent Laboratories Limited, Kalol, Mehsana Highway, Indrad, Mehsana 383341, Gujarat, India
This form is for	Modification of charge Creation of charge
Type of charge	Immovable property Book debts Movable property (not being pledge) Floating charge Others
Particular of charge holder	Canar Bank, Worli Branch, MAthanda Building, Dr. Annie Besant Road, Mumbai 400018, Maharashtra, India Email: manegermcity0113@canbank.co.in
Nature of instrument creating charge	Supplemental Common Hypothecation Agrreement
Date of instrument Creating the charge	31.03.2009
Amount secured by the charge	Rs. 287.500 millions
Brief of the principal terms an conditions and extent and operation of the charge	Rate of interest Floating Interest@12.50% p. a. Present BPLR shall be charged at Monthly rests Terms of repayment CC on Demand and other limits as per extent guidelines Margin Cash Credit-Stocks -Raw Material -25%,Finished Goods-30% Book Debts- 40% Term Loan-25% ILC/FLC-(DP)-10%, (DA)-25% Guarantee-APG-15%, Others-10% Extent and operation of the charge Exclusive charge by way of Hypothecation on Movable Assets Other Limits enhanced from Rs.277.500 millions to Rs. 287.500 millions
Short particulars of the property charged (Including location of the property)	Hypothecation of all Stocks of Goods such as Raw Materials, Goods in Process, Finished and Manufacturing Goods, other items of Stock in trade, Stores, Spares and Components, Furniture, Fixtures, Vehicles, Plant and Machinery and all other movable goods and properties of every description of the borrower wherever situated whether of the borrower wherever situated whether at Borrowers Factories and other places of business, residence Godown or in transit or in the custody of processors, warehouse agents or others or wherever else the same may be situated, lying or being including nay such Raw Materials, articles or goods stores, components Stock in trade and all description of movable property in the course of delivery to the borrower. Hypothecation of all of the Borrowers Present and Future Book Debts, Outstanding Money's Bills Receivable, Claims, Contracts, Securities, investments, Cash, Rights and Assets and rights relating to or in Moveable Properties of whatsoever nature to which the Borrower is entitled to during the continuance of the Agreement.
Date of instrument modifying the charge	07.05.2007
Particulars of the present modification	By Supplemental Common Hypothecation Agreement Dated 31^st March, 2009. Hypothecation of all Stocks and Book Debts, Plant and Machinery has now increased from Rs. 277.500 millions to Rs. 287.500 millions to secure credit facilities, details as under Limit covered: Nature of Facilities Existing Limit Modified Limit 1) Cash Credit Rs. 30.000 Millions Rs.40.000 Millions 2) OCC (Nafto) Rs. 20.000 Millions Rs.20.000 Millions 3) SDB Rs. 5.000 Millions Rs. 5.000 Millions Sub limit CDB (Rs.5.000 Millions) (Rs.10.000 Millions) 4) ILC(Regular) Rs. 12.500 Millions Rs.12.500Millions 5) ILC (Nafto) Rs. 60.000 Millions Rs.60.000 Millions 6) Bank Gt.(Regular) Rs. 70.000 Millions Rs. 70.000Millions 7) Bank Gt. (Nafto) Rs. 80.000 Millions Rs.80.000 Millions Total Rs. 277.500 Millions Rs.287.500 Millions

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.44.30
UK Pound	1	Rs.72.92
Euro	1	Rs.64.69

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	6
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	6
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	5
--PROFITABILIRY	1~10	5
--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	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		51

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.

MIRA INFORM REPORT

51.237

80.045

86.375

137.143

354.800

27.298

38.084

79.350

144.732

210.068

20.20

30.67

21.64

0.34

0.66

2.45

Unit