MIRA INFORM REPORT

Report Date :

02.12.2011

IDENTIFICATION DETAILS

Name :	TEMA INDIA LIMITED (w.e.f. 26.10.1999)
Formerly Known As :	TEMA EXCHANGER MANUFACTURERS PRIVATE IMITED
Registered Office :	B – 607, BSEL Tech Park, Sector 30-A, Opposite Vashi Railway Station, Navi Mumbai – 400 705, Maharashtra
Country :	India
Financials (as on) :	31.03.2010
Date of Incorporation :	21.12.1984
Com. Reg. No.:	11-034861
Capital Investment / Paid-up Capital :	Rs.35.633 Millions
CIN No.: [Company Identification No.]	U29192MH1984PLC034861
TAN No.: [Tax Deduction & Collection Account No.]	MUMT01057A
PAN No.: [Permanent Account No.]	AAACT1735C
Legal Form :	A Closely Held Public Limited Liability Company
Line of Business :	Manufacturer, Exporter and Importer of Shell and Tube Heat Exchangers.
No. of Employees :	1000 (Office + Factory + Branch) Approximately

RATING & COMMENTS

MIRA’s Rating :

A (61)

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 6000000
Status :	Good
Payment Behaviour :	Usually Correct
Litigation :	Clear
Comments :	Subject is a well established and reputed company having satisfactory track. Directors are reported as and experienced and respectable businessmen. Trade relations are reported as fair. Business is active. Payments are reported to be usually correct and as per commitments. The company can be considered normal for 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.

INFORMATION PARTED BY

Name :	Mr. Amlan
Designation :	Chief Finance Officer
Contact No. :	91-22-67124521
Date :	01.12.2011

LOCATIONS

Registered / Head Office :	B – 607, BSEL Tech Park, Sector 30-A, Opposite Vashi Railway Station, Navi Mumbai – 400 705, Maharashtra, India
Tel. No.:	91-22-67124521-32/ 66900100
Fax No.:	91-22-67124533-34
E-Mail :	tema@giasbm01.vsnl.net.in tema@temaindia.com tema@temaindia.net csdoshi@temaindia.net akhilsippy@temaindia.net temaindia@temaindia.com
Website :	http://www.temaindia.com http://www.temaindia.net
Area :	7000 sq. ft.
Location :	Owned
Corporate Office 1 :	B-205, Arjun Centre, Govandi Station Road, Off Sion Trombay Road, Deonar, Mumbai - 400 088, Maharashtra, India
Tel. No.:	91-22-25974583 / 84 / 25567438
Fax No.:	91-22-25560572
E-Mail :	tema@giasbm01.vsnl.net.in tema@temaindia.com tema@temaindia.net
Website :	www.temaindia.com www.temaindia.net
Location :	Rented
Corporate Office 2 :	9, Tulsiani Chamber, Free Press Journal Road, Nariman Point, Mumbai-400021, Maharashtra, India
Tel. No.:	91-22-22822328
Fax No.:	91-22-22823512
E-Mail :	corpoffice@temaindia.com
Factory 1/ Workshop 1 :	Achhad Works, Survey No. 9, Village Achhad, National Highway No. 8, Taluka Talasari District Thane – 401606, Maharashtra, India
Tel. No.:	91-2521-230061/ 230122 / 230119/ 120
Fax No.:	91-2521-230010/ 098241/ 70066
Email:	temaachhad@gmail.com
Area :	149400 Sq.mtrs.
Location :	Owned
Factory 2/ Workshop 2 :	No.20/1/2, Udhava-Khanvel Road, Kherdi, Silvassa, Dadra and Nagar Haveli (Union Territory), India
Tel. No.:	91-260-2677344
Fax No.:	91-260-2677348
Email:	temasil@gmail.com
Area :	13800 Sq.mtrs.
Location :	Owned
Factory 3 :	Plot No.667, Road No.6, G.I.D.C Estate, Panoli – 394116 Ankleshwar, Dist: Bharuch, Gujarat, India
Tel. No.:	91-2646-272319/ 272085/ 272227
Fax No.:	91-260-2677344
Email:	tema3@rediffmail.com
Area :	19346 Sq.mtrs.
Location :	Owned
Factory 4:	Plot No. 201/18 and 201/19, G.I.D.C. Estate, Panoli – 394116, Ankleshwar, Dist: Bharuch, Gujarat, India
Tel. No.:	91-2646-272060
Fax No.:	91-260-2677344
Email:	temapanoli@temaindia.com
USA Office:	P.O. Box 2453, Bellaire, TX 77402, USA
Tel No.:	(713) 729-6181/ 660-6740
Fax No.:	(832) 476-636/ 476-6364
E Mail:	Tema@temaindia.net kbulsara@temaindia.net kbulsara@asme.org
Representative Office:	Located At: USA Japan South Korea

DIRECTORS

AS ON 30.09.2011

Name :

Mr. Haresh Khushiram Sippy

Designation :

Chairman cum Managing Director

Address :

10, Atur Park, Sion Trombay Road, Chembur, Mumbai – 400 071, Maharashtra, India

Date of Birth/Age :

19.08.1946

Qualification :

B. E.

Date of Appointment :

21.12.1984

DIN No.:

01593589

Name :

Mr. Chetan Suman Doshi

Designation :

Whole Time Director

Address :

7, Golf View Park, A-Soares Marg, Chembur, Mumbai – 400 071, Maharashtra, India

Date of Birth/Age :

07.12.1953

Qualification :

B. Tech.

Date of Appointment :

21.12.1984

DIN No.:

01213835

Other Directorships :

S.No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Date of cessation	Company Status	Defaulting status
1	U29192MH1984PLC034861	TEMA INDIA LIMITED	Whole-time director	01-04-07	21-12-84	-	Active	NO
2	U74900MH2009PTC190998	TRPL RESOURCES AND CONSULTANCY SERVICES PRIVATE LIMITED	Director	17-03-09	17-03-09	17-03-09	Active	NO

Name :

Mr. Steven Mark Enderby

Designation :

Director

Address :

4^th Floor, Avantha House, Dr. A. B. Road, Worli, Mumbai – 400030, Maharashtra, India

Date of Birth/Age :

22.07.1962

Qualification :

C.A.

Date of Appointment :

28.05.2005

DIN No.:

00171101

Other Directorships :

S. No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Date of cessation	Company Status	Defaulting status
1	U67190DL1998PTC092947	ACTIS ADVISERS PRIVATE LIMITED	Director	31-08-00	31-08-00	-	Active	NO
2	U00000DL2001PLC109548	NITREX CHEMICALS INDIA LIMITED	Director	12-01-04	12-01-04	30-03-09	Active	NO
3	L29211PB1970PLC002942	PUNJAB TRACTORS LIMITED	Nominee director	30-01-04	30-01-04	06-07-07	Amalgamated	NO
4	U29192MH1984PLC034861	TEMA INDIA LIMITED	Director	28-05-05	28-05-05	-	Active	NO
5	L50101PB1983PLC005516	SML ISUZU LIMITED	Director	31-01-06	31-01-06	06-08-11	Active	NO
6	L31500UP1991PLC012944	HALONIX LIMITED	Director	30-07-07	25-09-06	-	Active	NO
7	U28112MH2008FTC185999	MFE FORMWORK TECHNOLOGY INDIA PRIVATE LIMITED	Director	20-08-08	20-08-08	-	Active	NO
8	U34103MP2005PLC017319	AVTEC LIMITED	Director	16-07-09	23-02-09	-	Active	NO

Name :

Mr. Akhil Haresh Sippy

Designation :

Whole Time Director

Address :

10, Atur Park, Station Road, Chembur, Police Station, Mumbai – 400 071, Maharashtra, India

Date of Birth/Age :

04.12.1981

Qualification :

B. E.

Date of Appointment :

01.04.2007

DIN No.:

01627490

Other Directorships :

S.No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Date of cessation	Company Status	Defaulting status
1	U29192MH1984PLC034861	TEMA INDIA LIMITED	Director	29-09-07	19-09-07	-	Active	NO
2	U74900MH2009PTC190998	TRPL RESOURCES AND CONSULTANCY SERVICES PRIVATE LIMITED	Director	17-03-09	17-03-09	16-11-09	Active	NO

Name :

Mr. Bharat Dhirajlal Gandhi

Designation :

Additional Director

Address :

602, B Wing, Emerald Court Co-Operative Housing Society Limited, Regent H, Andheri (East), R.K. Mandir Road, Kondivita Lane Behind, Mumbai – 400 059, Maharashtra, India

Date of Birth/Age :

01.02.1954

Date of Appointment :

12.11.2009

DIN No.:

02822701

Name :

Mr. Mahesh Ramchand Chhabria

Designation :

Director

Address :

11, Golden Beach, Ruia Park, Juhu, Mumbai – 400049, Maharashtra, India

Date of Birth/Age :

19.04.1964

Date of Appointment :

23.12.2010

DIN No.:

01627490

KEY EXECUTIVES

Name :	Mr. Parag Natwarlal Mehta
Designation :	Secretary
Address :	22, Dr. Wilson Street, V P Road, Mumbai-400004, Maharashtra, India
Date of Birth/Age :	24.04.1960
Date of Appointment :	15.10.2005
PAN :	ACRPM4084B
Name :	Mr. Amlan
Designation :	Chief Finance Officer

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 30.09.2011

Names of Shareholders	No. of Shares
Haresh Khushiram Sippy Jointly With Reenu Harish Sippy	1230600
Chetan Suman Doshi Jointly With Asha Chetan Doshi	914500
Reenu Haresh Sippy Jointly With Haresh Khushiram Sippy	20700
Asha Chetan Doshi Jointly With Chetan Suman Doshi	49200
Sulachani Khushiram Sippy Jointly With Akhil Haresh Sippy	200
Ramaben S. Doshi Jointly With Suman Doshi	400
Chetan S. Doshi (HUF)	100
Akhil Haresh Sippy Jointly With Haresh Khushiram Sippy	64600
Haresh K. Sippy (HUF)	18000
Actis Tema Holdings Limited, Mauritius	200
Actis Tema Holdings Limited, Mauritius	1264756
Total	3563256

AS ON 30.09.2011

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]	35.50
Directors or relatives of directors	64.50
Total	100.00

BUSINESS DETAILS

Line of Business :

Manufacturer, Exporter and Importer of Shell and Tube Heat Exchangers.

Products :

Products Description	ITC Code No.
Heat Exchangers Units – pressure vessels Tower Reactors Distillation Columns, Chemicals Plant and Equipments	841950
Containers for compressed or Liquified Gas or item of Steels.	731100

Metallurgy

• Carbon Steel, Low Alloy Steel, Stainless Steel
• Duplex Stainless Steel, Super Duplex Stainless Steel
• Monel, Cu-Ni, Inconel, Titanium and Hastealloy

Oil and Gas

• Screw-Plug / Breech Lock Heat Exchangers
• Helixchangers
• Rod Baffle heat exchangers
• Shell and Tube Reactors

Power

• Surface Condensers
• H.P./L.P. Feed Water Heaters
• Deaerators
• Waste Heat Recovery Boilers
• CCW Coolers
• Boiler Steam Drums

Fertilizer

• Boiler Feed Water Exchanger
• SAC Condensers
• Effluent WH Boiler/Exchanger
• Methanator Feed Heater
• Ammonia Conv. Feed / Effluent Exchanger

Terms :

Selling :

Cash / Credit

Purchasing :

L/C / Cash / Credit [30 / 60 / 90 Days]

PRODUCTION STATUS (AS ON 31.03.2010)

Particulars	Unit	Installed Capacity
Achhad	MT	5000
Silvassa	MT	4750
Panoli	MT	500

Particular	Actual Production
Achhad Unit
Heat Exchangers	1511.83 MT
Silvassa Unit
Heat Exchangers	2334.53 MT
Panoli Unit
Heat Exchangers	1082.78 MT

GENERAL INFORMATION

Suppliers :

• CST Valinox

Customers :

Retailers and End Users

• Indian Oil
• HPCL
• Reliance

No. of Employees :

1000 (Office + Factory + Branch) Approximately

Bankers :

v ICICI Bank, Nariman Point, Mumbai, Maharashtra, India

v ING Vysya Bank Limited, Patel Chambers, Opera House, Mumbai – 400 007, Maharashtra, India

v State Bank of India, Overseas Branch, The Arcade, World Trade Centre, Cuffe Parade, Mumbai – 400 005, Maharashtra, India

v Barclays Bank, Worli Branch, 801/808, Ceejay House, Shivsagar Estate, Dr. Annie Besant Road, Worli, Mumbai – 400 018, Maharashtra, India

v State Bank of India, Colaba Branch

v Standard Chartered Bank, Fort Branch

v Punjab National Bank, Brady House, V. N. Road, Fort, Mumbai – 400 023, Maharashtra, India

Facilities :

Secured Loan	Rs. In Millions 31.03.2010	Rs. In Millions 31.03.2009
Banks
-Term Loans
State Bank of India
Barclays Bank
Bank of India
Punjab National Bank	774.116	1059.365
-Cash Credit , Overdraft and Working Capital Demand Loan
Buyer’s Credit
Hire Purchase
Total	774.116	1059.365
Notes : Loan from Stat Bank of India, Punjab National Bank and Barclays Bank PLC are secured by first legal mortgage and hypothection of aIl properties of the company inducing its land, building, plant, machinery and electrical Installation etc., both present and future (save and except book debts and current assets) situated at Achhad, Talasari Taluka, Thane District 401 606 and at survey No. 20/1/2, Udhwa, Khanvel Road, Khandi, Dadra and Nagar Haveli, Silvassa. Cash credit and non funded facilities with Stale Bank of India, ICICI Bank Limited., Punjab National Bank, Standard Chartered Bank and Barclays Bank PLC are secured by Hypothecation of inventories, book debts and second charge on fixed assets and bank fined deposits. Overdraft facility with HDFC Bank is secured by assignment of the keyman insurance policy on directors of the company Hire Purchase is secured by hypothecation of vehicles. Term Loan Includes foreign currency Loan in USD amounting to Rs. Nil [2009 Rs 53.357millions] from Bank of India
Unsecured Loan	Rs. In Millions 31.03.2010	Rs. In Millions 31.03.2009
Deferred sales tax under incentive package scheme	12.673	13.608
Citi Bank NA	100.000	0.000
From Directors who are also shareholders	3.579	3.579
From Other Shareholders	2.605	2.605
Total	118.857	19.792

Banking Relations :	--
Financial Institution:	· SBICAP Trustee Company Limited 202, Maker Tower, 'E', Cuffe Parade, Colaba, Mumbai – 400005, Maharashtra, India
Auditors :
Name :	Deloittee Haskins and Sells Chartered Accountant
Address :	12, Dr. Annie Besant Road, Worli, Mumbai – 400 018, Maharashtra, India
Tel. No.:	91-22-66679000 / 66679116
Fax No.:	91-22-66679100
Pan No. :	AACFD4815A

CAPITAL STRUCTURE

AS ON 30.09.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
3,744,756	Equity Shares	Rs.10/- each	Rs.37.447 Millions
48,755,244	Preferences Shares	Rs.10/- each	Rs.487.552 Millions
	Total		Rs.525.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
3,563,256	Equity Shares	Rs.10/- each	Rs.35.633 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		35.633	35.633	35.633
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		1342.087	1154.793	1054.313
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		1377.720	1190.426	1089.946
LOAN FUNDS
1] Secured Loans		774.116	1059.365	495.631
2] Unsecured Loans		118.857	19.792	19.961
TOTAL BORROWING		892.973	1079.157	515.592
DEFERRED TAX LIABILITIES		39.545	39.334	37.587
TOTAL		2310.238	2308.917	1643.125
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		816.166	711.601	660.004
Capital work-in-progress		242.327	264.760	197.100
INVESTMENT		0.501	0.501	0.501
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	963.083	1207.797	437.874
	Sundry Debtors	792.749	1031.441	758.737
	Cash & Bank Balances	162.845	57.190	4.274
	Other Current Assets	0.582	0.466	0.088
	Loans & Advances	143.120	202.950	109.610
Total Current Assets		2062.379	2499.844	1310.583
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	443.441	725.430	388.666
	Other Current Liabilities	236.454	341.323	79.678
	Provisions	131.240	101.036	56.719
Total Current Liabilities		811.135	1167.789	525.063
Net Current Assets		1251.244	1332.055	785.520
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		2310.238	2308.917	1643.125

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2010	31.03.2009	31.03.2008
	SALES
		Income	1988.800	1621.743	1592.283
		Other Income	104.081	34.838	11.087
		TOTAL (A)	2092.881	1656.581	1603.370
Less	EXPENSES
		Raw materials and components consumed	903.198	1207.696	618.746
		Employees’ remuneration and benefits	172.604	139.031	88.823
		Operating and other expenses	369.732	344.869	243.810
		(Increase)/ Decrease in stock of work in process	128.022	(434.142)	255.394
		Capitalized	0.000	0.000	(9.936)
		TOTAL (B)	1573.556	1257.454	1196.837
	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		519.325	399.127	406.533
Less	INTEREST & FINANCIAL EXPENSES (D)		143.385	125.764	79.087
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		375.940	273.363	327.446
Less/ Add	DEPRECIATION/ AMORTISATION (F)		76.003	71.315	59.807
	PROFIT BEFORE TAX (E-F) (G)		299.937	202.048	267.639
Less	TAX (H)		104.498	79.883	79.656
	Prior Period Adjustment – Depreciation Written Back		14.247	0.000	0.000
	PROFIT AFTER TAX (G-H) (I)		209.686	122.165	187.983
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		475.720	386.615	238.276
Less	APPROPRIATIONS
		Transfer to General Reserve	20.968	12.216	18.800
		Proposed Dividend on Equity Shares	17.816	17.816	17.816
		Corporate Dividend Tax	2.960	3.028	3.028
	BALANCE CARRIED TO THE B/S		643.662	475.720	386.615
	EARNINGS IN FOREIGN CURRENCY
		Export of Goods on FOB Basis	214.687	0.266	330.451
	IMPORTS
		Raw Materials & Components	391.760	736.530	271.506
		Stores, Spares & Tools	42.336	71.466	12.156
		Plant and Machinery	46.970	66.708	1.721
		Computer Software	0.071	0.000	0.187
		Technical know – how	0.000	0.970	0.000
	TOTAL IMPORTS		481.137	875.674	285.570
	Earnings Per Share (Rs.)		54.85	34.28	53.00

Particulars	31.03.2011
Sales Turnover [Approximately]	2000.000

Expected Sales (2011-2012) : Rs.2000.000 millions

The above information has been parted by Mr. Amlan [Chief Finance Officer].

KEY RATIOS

PARTICULARS		31.03.2010	31.03.2009	31.03.2008
PAT / Total Income	(%)	10.02	7.37	11.72
Net Profit Margin (PBT/Sales)	(%)	15.08	12.45	16.81
Return on Total Assets (PBT/Total Assets}	(%)	10.42	6.29	13.67
Return on Investment (ROI) (PBT/Networth)		0.22	0.17	0.25
Debt Equity Ratio (Total Liability/Networth)		1.23	1.89	0.94
Current Ratio (Current Asset/Current Liability)		2.54	2.14	2.53

LOCAL AGENCY FURTHER INFORMATION

Details of Sundry Creditors:

Particulars	31.03.2010 (Rs. in millions)	31.03.2009 (Rs. in millions)	31.03.2008 (Rs. in millions)
Due to Micro, Small and Medium Enterprises	0.000	0.000	0.000
Due to Others	443.441	725.429	388.666
Total	443.441	725.429	388.666

Check List by Info Agents	Available in Report [Yes/No]
Year of Establishment	Yes
Locality of the Firm	Yes
Construction of the firm	Yes
Premises details	Yes
Type of Business	Yes
Line of Business	Yes
Promoters background	-
No. of Employees	Yes
Name of Person Contacted	Yes
Designation of contact person	Yes
Turnover of firm for last two years	No
Profitability for last three years	No
Reasons for variation <> 20%	-
Estimation for coming financial year	Yes
Capital the business	Yes
Details of sister concerns	-
Major Suppliers	Yes
Major Customers	Yes
Payment Terms	Yes
Export / Import Details [If Applicable]	No
Market Information	-
Litigations that the firm / promoter involved in	-
Banking Details	Yes
Banking Facility Details	No
Conduct of the banking account	-
Buyer visit details	-
Financials, if provided	No
Incorporation details, if applicable	-
Last accounts filed at ROC	-
Major Shareholders, if applicable	-

NOTE: The registered office of the company has been shifted from B 602, BSEL Tech Tower, Opposite Vashi Railway Station, Navi Mumbai-400705, Maharashtra, India to the present address w.e.f. 30.06.2007.

BUSINESS PERFORMANCE:

Gross turnover amounted to Rs.2143.900 millions, increased by 20% compared to that of previous year and the gross profit increased by 30% and amounted to Rs.519.300 millions, compared to Rs.399.100 millions after meeting all the expenses. The interest amounted to Rs.143.400 millions and depreciation Rs.76.000 millions during the year. The profit before tax jumped by 50% and amounted to Rs.299.900 millions compared to Rs.202.000 millions in the previous year. The net profit after making provision for current tax of Rs.107.500 millions (Including interest of Rs.10.000 millions adding prior years provision of Rs.3.200 millions and deferred tax of Rs.0.200 million) amounted to Rs.195.400 millions, against Rs.122.100 millions in the previous year a phenomenal jump of 60%.

The result of the company during the year was very encouraging. The meltdown in the economy during the previous year affected our working seriously. It taught us a lesson of how to overcome the hurdles and come out with encouraging results. The economy showed signs of recovery and growth and achieved of growth of about 7% in the year 2009-10. Increase in turnover coupied with reduction in expenses wherever possible have contributed to the better financial performance during the year.

There was increase in the various expenses, like cost of raw material, employees remuneration and benefits operating and other expenses, interest, charges, however, increase in the turnover has more than nullified increase in the expenses which resulted in excellent results. The provision for taxation increased by about 25% as provided in the previous year as profit before tax has gone up. The company has to made interest payment of Rs.10.000 millions to the IT Authorities for delay in payment of advance tax.

During the year the company successfully executed major orders of large domestic public and private sector companies like EIL, CPCL, BPCL, etc, and in the export front, dynamic fuel due to hard work put in by the management in the previous difficult year, the company consolidated its position in all the segments in which it operates. However, the major external hurdles faced by the company were, non availability on time some raw materials, power cuts, changes in the technical specifications as set by the customers, etc, which resulted in disruption of production cycle, due to which several jobs were not completed on schedule.

As on 31.08.2010, the company had a order book or Rs.2720.000 millions. The company was awarded the ISO 9000:2008 certification for its factory at Achnad and HO.

FUTURE PROSPECTS

Signs of improvement and market confidence in the Indian economy were apparent since the second half of the previous year and it continues in the current year also and in anticipation of encouraging prospects the Company has ramped up its manufacturing and procurement activities

At the commencement of the year under review, the Order Book position was Rs 2910 millions. During the year, the orders worth Rs 1070 millions for heat exchangers were booked the Company had an unexecuted order book position of Rs 1990 millions for heat exchangers of different sizes, as on 31^st March 2010

The Company faces threats and concerns from few external factors, like rapid increase in raw material costs and longer delivery times resulting into pressure on profit margins. international market is likely lo be sluggish hereby affecting exports

Looking at the aforesaid, the Company hopes to achieve the topline of Rs 2500 millions and also healthy growth in bottomline in the current year Barring unforeseen circumstances the management hopes that the Company would show encouraging results in the current year

FINANCE

During the year, (he Company availed Rs.370 millions as the funded limits and Rs. 1170 millions as non funded limits from its Bankers.

Due to continuous hike in the Bank lending rates, cost of borrowings had increased The Company had taken adequate measures by negotiating better terms of payment from its customers as well as suppliers. The Company had renegotiated the terms with the Lenders and repaid high cost bearing Loans with low cost bearing fresh Loans. Apart from these, to Improve liquidity and continuous cash flow position, strenuous efforts are being made to expedite collections from the debtors

Contingent Liabilities : [As on 31.03.2010]

1 Guarantee issued by bankers on behalf of the company towards :

• Advances form clients – Rs.483.810 millions [2009 – 383.203 Millions]
• Products performance – Rs. 467.579 millions [2009 – 278.141 Millions]
• Electricity [counter guarantee by company] – Rs.1.300 millions [2009 – 1.300 Millions]
• Custom Duty Rs. 5.465 millions [2009 – 5.465 Millions]
• Earnest money deposits – Rs.3.167 millions [2009 – 6.584 Millions]

2 Fringe benefit tax [assessment year 2006-2007] –Rs.1.445 millions [2009 – 1.445 Millions]

Bankers Charges Report as per Registry

This form is for	Modification of charge
Charge identification number of the modified	10261870
Corporate identity number of the company	U29192MH1984PLC034861
Name of the company	TEMA INDIA LIMITED
Address of the registered office or of the principal place of business in India of the company	B – 607, BSEL Tech Park, Sector 30-A, Opposite Vashi Railway Station, Navi Mumbai – 400 705, Maharashtra, India
This form is for	Modification of Charge
Charge identification number of the charge to be modified	10261870
Type of charge	Book Debts Movable Property (not being pledge) Any Interest in Immovable Property Immovable Property Others (Stock of RM, FG, Semi Finished and Stocks in Process)
Particular of charge holder	SBICAP Trustee Company Limited, 202, Maker Tower, 'E', Cuffe Parade, Colaba, Mumbai-400005, Maharashtra, India Email : corporate@sbicaptrustee.com CIN : U65991MH2005PLC158386
Nature of description of the instrument creating or modifying the charge	No fresh limit has been added. The Company's moveable / immovable assets situated at plot no. 20/1/2, Village Kherdi (Silvassa), U. T. of Dadra and Nagar Haveli, has been extended as security to secure the existing facilities. Thus the original Facility amount remains the same at Rs. 2737.700 Millions.
Date of instrument Creating the charge	30.03.2011
Amount secured by the charge	Rs.2737.700 Millions
Brief particulars of the principal terms an conditions and extent and operation of the charge	Rate of Interest As stipulated by the Lenders from time to time. Terms of Repayment As stipulated by the Lenders from time to time. Margin As stipulated by the Lenders from time to time. Extent and Operation of the charge The existing facilities shall also be secured against the Company's moveable / immovable assets situated at plot no. 20/1/2, Village Kherdi (Silvassa), U. T. of Dadra and Nagar Haveli, in addition to the properties already mortgaged / hypothecated as original facilities were secured.
Short particulars of the property charged	I) The existing facilities shall also be secured against the Company's moveable / immovable assets situated at plot no. 20/1/2, Village Kherdi (Silvassa), U. T. of Dadra and Nagar Haveli, in addition to II) The properties already mortgaged / hypothecated as original facilities were secured.
Particulars of the present modification	The existing facilities shall also be secured against the Company's moveable / immovable assets situated at plot no. 20/1/2, Village Kherdi (Silvassa), U. T. of Dadra and Nagar Haveli, in addition to the properties already mortgaged / hypothecated as original facilities were secured. Total Facilities granted by all lenders to the Company remain the same i.e. at Rs. 2737.700 Millions.

TRADE REFERENCES :

• CST Valinox
• Indian Oil
• HPCL
• Reliance

FIXED ASSETS

v Goodwill

v Technical know How

v Computer Software

v Freehold Land

v Leasehold Land

v Factory Building

v Office Buildings

v Ownership Flat

v Plant and Machinery

v Electrical Installation

v Furniture and Fixtures

v Office Equipments

v Computers

v 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 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.51.65
UK Pound	1	Rs.81.06
Euro	1	Rs.69.51

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	7
PAID-UP CAPITAL	1~10	6
OPERATING SCALE	1~10	7
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	7
--PROFITABILIRY	1~10	6
--LIQUIDITY	1~10	7
--LEVERAGE	1~10	7
--RESERVES	1~10	7
--CREDIT LINES	1~10	7
--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		61

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.