MIRA INFORM REPORT

Report Date :

14.12.2011

IDENTIFICATION DETAILS

Name :	WALCHANDNAGAR INDUSTRIES LIMITED
Registered Office :	3 Walchand Terrace, Opposite Air Conditioned Market, Tardeo, Mumbai – 400 034, Maharashtra
Country :	India
Financials (as on) :	30.09.2010
Date of Incorporation :	25.11.1908
Com. Reg. No.:	11-291
Paid-Up Capital :	Rs.76.140 Millions
CIN No.: [Company Identification No.]	L74999MH1908PLC000291
TAN No.: [Tax Deduction & Collection Account No.]	MUMW02073B
PAN No.: [Permanent Account No.]	AAACW0541M
Legal Form :	Public Limited Liability company. The company’s shares are listed on the Stock Exchanges.
Line of Business :	Manufacturer of Sugar Mill Machinery, Gear and Gear Boxes etc.
No. of Employees :	200 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

A (63)

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 16000000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is an established company having fine track. Financial position of the company appears to be sound. Trade relations are reported as fair. Business is active. Payments are reported to be regular an 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.

ECGC Country Risk Classification List – September 30, 2011

Country Name	Previous Rating (30.06.2011)	Current Rating (30.09.2011)
India	A1	A1

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

INFORMATION PARTED BY

Name :	Mr. S. C. Bhagwat
Designation :	General Manager in Finance
Contact No.:	91-20-30252466
Date :	10.12.2011

LOCATIONS

Registered Office :	3 Walchand Terrace, Opposite Air Conditioned Market, Tardeo, Mumbai – 400 034, Maharashtra, India
Tel. No.:	91-22-40287109 / 23692295 / 23630097
Fax No.:	91-22-23634527
E-Mail :	gsagrawal@walchand.com wil@walchand.com scbhagwat@walchand.com
Website :	http://www.walchand.com
Marketing Division :	Walchand House, 15/1/B-2, Kothrud, Pune – 411038, Maharashtra, India
Tel. No.:	91-20-25436655 / 56 / 58
Fax No.:	91-20-2542070 / 25451747
Factory 1 :	Walchandnagar, District Pune, Maharashtra, India
Tel. No.:	91-2118-252235 to 252239
Fax No.:	91-2118-252358
Factory 2 :	Satara Road, District Satara - 415010, Maharashtra, India
Tel. No.:	91-2163-227201 / 227204/ 227316
Fax No.:	91-2163-227205
E-Mail :	wilfoundry@vsnl.net
Factory 3 :	Attikola, District Dharwad - 580003, Karnataka, India
Tel. No.:	91-836-448565/ 2447359/ 2442382
Fax No.:	91-836-448508
E-Mail :	tiwac@sancharnet.in
Marketing and Project Office:	Walchand House, 167A, 2/8+2/9, Karve Road, Kothrud, Pune – 411 038, Maharashtra, India
Tel. No.:	91-20-30252400
Fax No.:	91-20-30252411 (Material) 91-20-30252652 (Mailing and Bulk) 91-20-30252607 (MPD) 91-20-30252746 (Cement) 91-20-30252868 (Boiler) 91-20-30252987 (GEAR/ Sugar/ NBV) 91-20-30252501 (HR)
E-Mail :	Sugar Project: wilsugar@wealchand.com (91-20-30252400) Boiler and Power Projects : wilboiler@walchand.com (91-20-30252400) Gear: wilgear@walchand.com (91-20-30252400) Cement Project: wilcemn@wlachand.com (91-20-30252400) Mineral Process: wilmh@walchand.com (91-20-30252400) Oil and Gas: wiloilandgas@walchand.com (91-20-25502806) Special Projects : wilspd@walchand.com (91-2118307100)
Oil and Gas :	215- Raikar Chambers, Govandi (East), Mumbai – 400 088, Maharashtra, India
Tel. No.:	91-22-25502807/25502808
Fax No.:	91-22-25502804
E-mail :	oilandgas@walchand.com
Branch Office :	Located at: · New Delhi · Hyderabd · Chennai · Kolkata · Pune

DIRECTORS

As on 10.02.2011

Name :	Mr. Chakor Lalchand Doshi
Designation :	Chairman
Address :	Neela House, 2^nd Floor, M. L. Dahanukar Marg, Mumbai – 400 026, Maharashtra, India
Date of Birth/Age :	15.09.1948
Date of Appointment :	15.05.1979
DIN No.:	00210949

Other Directorship

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	U45200MH1954PTC009446	Vinod Shashank Chakor Private Limited	Director	20-08-73	20-08-73	-	Active	NO
2	L74999MH1908PLC000291	Walchandnagar Industries Limited	Director	15-05-79	15-05-79	-	Active	NO
3	L74899DL1981PLC011274	Bharat Hotels Limited	Director	13-11-87	13-11-87	-	Active	NO
4	U51100MH1994PTC076384	Walchand Kamdhenu Commercials Private Limited	Director	24-02-94	24-02-94	-	Active	NO
5	U51900MH1994PTC076388	Walchand Great Achievers Private Limited	Director	24-02-94	24-02-94	-	Active	NO
6	L74999MH1919PLC000557	Bombay Cycle and Motor Agency Limited	Director	08-04-94	08-04-94	-	Active	NO
7	U01122PN1995PTC085398	Walchand Botanicals Private Limited	Director	09-02-95	09-02-95	-	Active	NO
8	U67120MH2006PTC164967	Bharat Capital Services Private Limited	Director	28-09-06	28-09-06	25-03-09	Active	NO
9	U45202MH2008PTC181329	Walchand Projects Private Limited	Director	21-04-08	21-04-08	08-02-10	Active	NO
10	U29100MH2008PTC181395	Walchand Engineers Private Limited	Director	22-04-08	22-04-08	08-02-10	Active	NO
11	U40104MH2008PTC184638	Walchand Power Systems Private Limited	Director	14-07-08	14-07-08	08-02-10	Active	NO
12	U29219MH2008PTC184830	Walchand Bmh Private Limited	Director	21-07-08	21-07-08	08-02-10	Active	NO
13	U45202MH2008PTC184833	Walchand Leisure Realty Private Limited	Director	21-07-08	21-07-08	08-02-10	Active	NO
14	U11101MH2008PTC186010	Walchand Oil and Gas Private Limited	Director	20-08-08	20-08-08	08-02-10	Active	NO

Name :	Mr. Chirag Chakor Doshi
Designation :	Managing Director
Address :	Neela House, 4^th Floor, M. L. Dahanukar Marg, Mumbai – 400 026, Maharashtra, India
Date of Birth/Age :	22.04.1974
Date of Appointment :	25.11.2007
DIN No.:	00181291

Other Directorship

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	L74999MH1919PLC000557	Bombay Cycle and Motor Agency Limited	Director	12-02-99	12-02-99	-	Active	NO
2	U51100MH1994PTC076384	Walchand Kamdhenu Commercials Private Limited	Director	04-07-03	04-07-03	-	Active	NO
3	U51900MH1994PTC076388	Walchand Great Achievers Private Limited	Director	04-07-03	04-07-03	-	Active	NO
4	U51900MH1985PTC036115	Walchand Chiranika Trading Private Limited	Director	04-07-03	04-07-03	-	Active	NO
5	U67120MH2006PTC164967	Bharat Capital Services Private Limited	Director	28-09-06	28-09-06	25-03-09	Active	NO
6	L74999MH1908PLC000291	Walchandnagar Industries Limited	Managing director	25-11-07	25-11-07	-	Active	NO

Name :	Dr. Prahlad Kumar Basu
Designation :	Director
Address :	The Retreat, Bungalow No. 460, Sector 15A, Noida (Uttar Pradesh), Off New Delhi – 201 301, India
Date of Birth/Age :	16.12.1931
Date of Appointment :	18.12.1990
DIN No.:	01293663
Name :	Dr. Anil Purushottam Kakodkar
Designation :	Director
Address :	5/1104, Accolade Co-Operative Housing Society, Hajuri Dargah Marg, Behind LIC, Thane (West) – 400 604, Maharashtra, India
Date of Birth/Age :	11.11.1942
Date of Appointment :	Additional Director 27.12.2010
DIN No.:	03057596

Other Directorship

S.No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Company Status	Defaulting status
1	L74999MH1908PLC000291	Walchandnagar Industries Limited	Director	10-02-11	27-12-10	Active	NO
2	U80302PN2001PLC135348	Maharashtra Knowledge Corporation Limited	Director appointed in casual vacancy	04-10-11	04-10-11	Active	NO

Name :	Mr. Dilip Jayantikumar Thakkar
Designation :	Director
Address :	12, Acropolis-B, Little Gibs Road, Mumbai – 400 006, Maharashtra, India
Date of Birth/Age :	01.10.1936
Date of Appointment :	10.03.2003
DIN No.:	00007339

Other Directorship

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	U74140MH1988PLC049720	Omega Management Services Limited	Director	21-11-88	21-11-88	-	Strike off	NO
2	U67120MH1986PTC039378	Rajsvi Properties and Holdings Private Limited	Director	25-11-88	25-11-88	-	Active	NO
3	L51909MH1982PLC143066	Poddar Developers Limited	Director	15-10-92	15-10-92	-	Active	NO
4	L31400GJ1972PLC002091	Panasonic Energy India Company Limited	Director	05-02-94	05-02-94	-	Active	NO
5	U01120MH1993PLC071052	Deccan Flora Base Limited	Director	16-05-94	16-05-94	30-01-07	Active	NO
6	L11100GJ1989PLC032116	Essar Oil Limited	Director	03-11-94	03-11-94	-	Active	NO
7	L24100MH1972PLC016149	Thirumalai Chemicals Limited	Director	20-03-98	20-03-98	-	Active	NO
8	L17120MH1917PLC000447	Ruby Mills Limited	Director	27-03-00	27-03-00	-	Active	NO
9	L99999MH1950PLC008152	Pae Limited	Director	28-07-00	28-07-00	-	Active	NO
10	L17112KA1985PLC006647	Himatsingka Seide Limited.	Director	16-04-08	13-01-01	-	Active	NO
11	U51432MH2000PTC130107	Blueberry Trading Company Private Limited	Director	28-02-02	28-02-02	-	Active	NO
12	U45200MH2002PTC136271	Hamlet Constructions (India) Private Limited	Director	20-06-02	20-06-02	-	Active	NO
13	U70100MH2002PTC135132	Township Real Estate Developers (India) Private Limited	Director	11-11-02	11-11-02	-	Active	NO
14	L72200PN1988PLC068972	Indo Count Industries Limited	Director	28-01-03	28-01-03	-	Active	NO
15	L74999MH1908PLC000291	Walchandnagar Industries Limited	Director	10-03-03	10-03-03	-	Active	NO
16	U55100MH2003PTC143271	Windmere Hospitality (India) Private Limited	Director	24-11-03	24-11-03	-	Active	NO
17	U72200MH2004PTC149816	Skidata (India) Private Limited	Director	28-12-06	28-12-06	-	Active	NO
18	L10889MH1957PLC010889	Garware Polyester Limited	Director	18-12-07	23-04-07	-	Active	NO
19	L61100MH1976PLC019229	Global Offshore Services Limited	Director	11-05-07	11-05-07	28-06-10	Active	NO
20	L85110GJ1975PLC054824	Essar Ports Limited	Director	27-09-08	20-06-08	-	Active	NO
21	L17120MH1933PLC002031	Modern India Limited	Director	24-07-09	23-01-09	-	Active	NO
22	U63030MH2003PTC142331	Ameya Logistics Private Limited	Director	24-09-09	31-03-09	-	Active	NO
23	U01200MH2009PTC192758	Solid Quality India Private Limited	Director	27-05-09	27-05-09	-	Active	NO
24	U99999MH1992PLC064767	Aegis Limited	Director	15-11-10	19-01-10	05-02-11	Active	NO
25	L34103PN1944PLC020842	Premier Limited	Director	30-08-10	28-04-10	-	Active	NO
26	U74120MH2010PTC202660	Mega Tech Enercon Systems Private Limited	Director	01-05-10	01-05-10	15-09-11	Active	NO
27	U99999DL2001PLC175768	Magus Estates and Hotels Limited	Director	21-09-11	03-12-10	-	Active	NO

Name :	Mr. Arjun Uttamchand Rijhsinghani
Designation :	Director
Address :	172-B, Shivalik, Near Malviya Nagar, New Delhi – 110 017, India
Date of Birth/Age :	13.11.1932
Date of Appointment :	19.04.1994 Additional Director 24.04.2006
DIN No.:	00177091

Other Directorship

S.No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Company Status	Defaulting status
1	U28910MH1995PTC089220	Walchand Foundries Private Limited	Director	04-07-95	04-07-95	Active	NO
2	L74999MH1908PLC000291	Walchandnagar Industries Limited	Director	24-01-07	24-04-06	Active	NO

Name :	Mr. Jaysing Laxmanrao Deshmukh
Designation :	Managing Director and Chief Executive Officer
Address :	185, Mahatma Housing Society, Kothrud, Pune – 411 029, Maharashtra, India
Date of Birth/Age :	03.05.1949
Date of Appointment :	01.04.2004
DIN No.:	00267467

Other Directorship

S.No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Company Status	Defaulting status
1	L74999MH1908PLC000291	Walchandnagar Industries Limited	Managing director	25-11-07	01-04-04	Active	NO
2	U45202MH2008PTC181329	Walchand Projects Private Limited	Director	21-04-08	21-04-08	Active	NO
3	U29100MH2008PTC181395	Walchand Engineers Private Limited	Director	22-04-08	22-04-08	Active	NO
4	U29248PN2005PLC021271	Universal Construction Machinery and Equipment Limited	Director	19-09-08	11-07-08	Active	NO
5	U40104MH2008PTC184638	Walchand Power Systems Private Limited	Director	21-09-10	05-12-09	Active	NO
6	U45202MH2008PTC184833	Walchand Leisure Realty Private Limited	Director	21-09-10	05-12-09	Active	NO
7	U11101MH2008PTC186010	Walchand Oil and Gas Private Limited	Director	21-09-10	05-12-09	Active	NO
8	U29219MH2008PTC184830	Walchand Bmh Private Limited	Director	21-09-10	05-12-09	Active	NO

Name :	Mr. Shashi Bhusan Das
Designation :	Director
Address :	Plot No. 80, Budheswari Colony, Bhubaneswar, Khurda – 751 006, Orissa, India
Date of Birth/Age :	30.04.1946
Date of Appointment :	21.05.2007
Date of Ceasing :	23.08.2011
DIN No.:	01482141

Other Directorship

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	L74999MH1908PLC000291	Walchandnagar Industries Limited	Director	30-01-08	21-05-07	23-08-11	Active	NO

Name :	Mr. Ghyanendra Nath Bajpai
Designation :	Director
Address :	131, Shaan Apartemnts, Kashinath Dhuru Marg, Opposite Kirti College, Prabhadevi, Mumbai – 400 028, Maharashtra, India
Date of Birth/Age :	06.07.1942
Date of Appointment :	Additional Director 27.12.2010
DIN No.:	00946138

Other Directorship

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	U32202DL1986PTC024575	Infomerics Valuation And Rating Private Limited	Director	17-03-05	17-03-05	-	Active	NO
2	U74999MH2003PTC139774	Invent Assets Securitisation And Reconstruction Private Limited	Director	26-05-05	26-05-05	-	Active	NO
3	U74100MH2005PTC154587	Intuit Consulting Private Limited	Director	07-07-05	07-07-05	-	Active	NO
4	U72200MH2005PTC153209	Epitome Global Services Private Limited	Director	23-12-05	23-12-05	18-09-08	Active	NO
5	U66030MH2006PLC165287	Future Generali India Insurance Company Limited	Director	23-11-07	16-03-07	-	Active	NO
6	U66010MH2006PLC165288	Future Generali India Life Insurance Company Limited	Director	23-11-07	16-03-07	-	Active	NO
7	L17120MH1984PLC033553	Mandhana Industries Limited	Director	16-05-07	16-05-07	-	Active	NO
8	U74899DL2001NPL109345	International Development Enterprises (India)	Director	25-06-07	25-06-07	-	Active	NO
9	U45201DL2005PLC133161	Emaar Mgf Land Limited	Director	24-09-07	19-09-07	-	Active	NO
10	L65191KL1927PLC000307	Dhanlaxmi Bank Limited	Director	07-05-08	26-09-07	-	Active	NO
11	L29120MH2005PLC156795	Future Capital Holdings Limited	Director	14-08-08	27-09-07	-	Active	NO
12	U72900MH2002PTC134544	Apnapaisa Private Limited	Director	24-07-08	22-10-07	-	Active	NO
13	L07010KA2004PLC033412	Nitesh Estates Limited	Director	30-09-08	29-11-07	-	Active	NO
14	U67190MH2004PLC150329	Kshitij Investment Advisory Company Limited	Director	21-07-08	04-01-08	25-05-10	Active	NO
15	U67190MH2005PLC157444	Future Capital Investment Advisors Limited	Director	31-07-08	04-01-08	25-05-10	Active	NO
16	U67120MH1996PLC192090	Future Ventures India Limited	Director	30-09-08	20-02-08	-	Active	NO
17	U67190MH2005PTC155404	Invent Arc Private Limited	Director	24-09-08	16-05-08	-	Active	NO
18	L26942TN1951PLC000640	Dalmia Bharat Sugar And Industries Limited	Director	25-07-08	22-05-08	02-02-11	Active	NO
19	L85110KA1995PLC018045	Kingfisher Airlines Limited	Director	26-12-08	15-10-08	-	Active	NO
20	U74899DL2000PLC103606	Shriram New Horizons Limited	Director	30-09-10	23-10-09	-	Active	NO
21	U65922DL1988PLC033856	PNB Housing Finance Limited	Director	09-12-09	09-12-09	-	Active	NO
22	L31400WB1986PLC091621	Usha Martin Limited	Director	27-07-10	18-03-10	-	Active	NO
23	U65933MH1991PLC192261	Future Finance Limited	Additional director	26-07-10	26-07-10	23-08-10	Active	NO
24	U00000DL2000PLC104823	Micromax Informatics Limited	Director	27-09-11	21-09-10	-	Active	NO
25	L74999MH1908PLC000291	Walchandnagar Industries Limited	Director	10-02-11	27-12-10	-	Active	NO
26	U65191TN1996PLC035963	Dalmia Cement (Bharat) Limited	Director	08-08-11	09-02-11	-	Active	NO
27	U80302AP2002NPL039397	Institute of Insurance And Risk Management	Additional director	24-10-11	24-10-11	-	Active	NO

KEY EXECUTIVES

Name :	Mr. Giriraj Sharan Agrawal
Designation :	Company Secretary
Address :	40, Walchand Terraces, Tardeo Road, Mumbai – 400 034, Maharashtra, India
Date of Birth/Age :	04.12.1959
Date of Appointment :	30.01.2009
PAN No.:	AACPA6619H
Name :	Mr. S. K. K. Krishnan Vice Admiral (Retd.)
Designation :	Senior President – Defence, Hydrocarbons and Gear
Name :	Mr. V. T. Pawar
Designation :	Senior President – Sugar, Boiler and Financial Processes
Name :	Mr. S. S. Gangavati
Designation :	President – Strategic Planning and Market Research
Name :	Mr. V. M. Parthasarathy
Designation :	President – Special Products
Name :	Mr. V. G. Ratnaparakhi
Designation :	President – Manufacturing Unit-Walchandnagar
Name :	Mr. G. S. Prakash
Designation :	President – Boiler and Sugar
Name :	Mr. J. N. Nandurkar
Designation :	President – Corporate H.R. and Special Projects
Name :	Mr. L. Ranganathan
Designation :	President – New Business Ventures
Name :	Mr. Arvind Shore
Designation :	President – Mining and Bulk Materials Handling
Name :	Mr. M. J. Devis
Designation :	President – Turbine Business Group
Name :	Mr. Kushal Saha
Designation :	President – Foundry Division, Satara Road
Name :	Mr. Swarup Mukherjee
Designation :	President – Projects
Name :	Mr. P. K. Mahadevan
Designation :	President – Materials
Name :	Mr. V. D. Vaingankar
Designation :	President – Manufacturing Technology
Name :	Vice Admiral (Retd.) N. M. Nadaph
Designation :	President – Walchand Technology Group
Name :	Mr. V. R. Joshi
Designation :	Chief Financial Officer
Name :	Mr. S. R. Deshmukh
Designation :	Chief Information Officer
Name :	Mr. M. H. Purwat
Designation :	Sr. Vice President – Finance
Name :	Mr. P. C. Bhagwat
Designation :	Sr. Vice President – Cement
Name :	Mr. A. B. Kamlapur
Designation :	Vice President – Precision Instruments Division, Dharwad
Name :	Mr. S. C. Bhagwat
Designation :	Deputy General Manager Finance and Deputy Company Secretary

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 30.09.2011

Category of Shareholders	No. of Shares	Percentage of Holding
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Individuals / Hindu Undivided Family	88,590	0.23
Bodies Corporate	15,463,613	40.62
Any Others (Specify)	386,410	1.01
Trusts	386,410	1.01
Sub Total	15,938,613	41.87
(2) Foreign
Bodies Corporate	5,000,000	13.13
Sub Total	5,000,000	13.13
Total shareholding of Promoter and Promoter Group (A)	20,938,613	55.00
(B) Public Shareholding
(1) Institutions
Mutual Funds / UTI	6,500	0.02
Financial Institutions / Banks	199,420	0.52
Central Government / State Government(s)	12,000	0.03
Insurance Companies	2,296,200	6.03
Foreign Institutional Investors	221,164	0.58
Sub Total	2,735,284	7.18
(2) Non-Institutions
Bodies Corporate	1,689,834	4.44
Individuals
Individual shareholders holding nominal share capital up to Rs.0.100 million	11,996,575	31.51
Individual shareholders holding nominal share capital in excess of Rs.0.100 million	250,631	0.66
Any Others (Specify)	459,268	1.21
Clearing Members	253,641	0.67
Foreign Nationals	6,630	0.02
Non Resident Indians	178,702	0.47
Overseas Corporate Bodies	5,870	0.02
Trusts	14,425	0.04
Sub Total	14,396,308	37.82
Total Public shareholding (B)	17,131,592	45.00
Total (A)+(B)	38,070,205	100.00
(C) Shares held by Custodians and against which Depository Receipts have been issued	-	-
(1) Promoter and Promoter Group	-	-
(2) Public	-	-
Sub Total	-	-
Total (A)+(B)+(C)	38,070,205	-

BUSINESS DETAILS

Line of Business :

Manufacturer of Sugar Mill Machinery, Gear and Gear Boxes etc.

Products :

Product Description	ITC Code
Sugar Plant Machinery	84383090
Boilers	84029020
Cement Machinery	8479000

Terms :

Selling :

Cash and Credit

Purchasing :

Cash and Credit

PRODUCTION STATUS (As on 30.09.2010)

Particulars	Unit	Installed	Production
Heavy Engineering Division
Sugar Mill Machinery	Units	--	3
Sugar Plants	Units	--	--
Milling Plants	Units	--	--
High Speed Centrifugals	Units	--	67
Gear & Gear Boxes	Sets	--	39 (MT 340)
Water Tube Boilers	Units	--	5
Foundry Division :
Castings	M.T	9000	4796
Precision Instruments Division :
Pressure/Temperature Gauges	Nos.	--	462163

Heavy Engineering Division

Particulars	Unit	Installed Capacity
Lathe	Per annum	169371
Boring and Hobbing	Per annum	172584
Drilling	Per annum	156213
Gear Cutting and Grinding	Per annum	50949
Slotting	Per annum	26163
Planning	Per annum	26163
Milling	Per annum	39474
Furnace	Per annum	92106
Other Machine Tools	Per annum	184212

Foundry Division

Particulars	Unit	Installed Capacity
Lathe	Per annum	210432
Boring and Hobbing	Per annum	93023
Drilling	Per annum	146688
Gear Cutting and Grinding	Per annum	9792
Slotting	Per annum	9792
Planning	Per annum	19488
Milling	Per annum	137088
Furnace	Per annum	53856
Other Machine Tools	Per annum	73152

The Break up of Production

Particulars	Unit	Actual Production
Captive	MT	380
Outstanding Customer’s Castings	MT	4417

GENERAL INFORMATION

No. of Employees :

200 (Approximately)

Bankers :

· State Bank of India Industrial Finance Branch

2^nd Floor, Tara Chambers, Near Mariaai Police Chowky, Mumbai-Pune Highway, Wakdewadi, Pune – 411 003, Maharashtra, India

· Export-Import Bank of India

Floor 21, Centre One Building, World Trade Centre, Cuffe Parade, Mumbai – 400 005, Maharashtra, India

· Bank of India

· ING Vysya Bank Limited

· The Hongkong and Shanghai Banking Corporation Limited

Facilities :

Secured Loans	30.09.2010 (Rs. In Millions)	30.09.2009 (Rs. In Millions)
(A) From Banks
(I) Heavy Engineering Division, Walchandnagar
(ii) Buyer's Credit Loan (under Company's Letter of Credit Facility)	271.257	296.846
(iii) Working Capital Loans (Secured by hypothecation of all those tangible movable properties and assets, present and future, including all stocks of Raw Material, Components, Tools, Stores Materials, Work-in-progress, Finished Goods and Book Debts and equitable mortgage on fixed assets of Walchandnagar Division)	345.736	207.096
(iv) External Commercial Borrowings (Payable within year Rs. 67.425 millions) External Commercial Borrowings is proposed to be Secured by first pari passu charge on the fixed and current Assets of the Company's Walchandnagar Division and Foundry Division, which are presently charged to State Bank of India Consortium for Walchandnagar Division and State Bank of India for Foundry Division. This charge will be on pari passu basis with the existing charge holders of the company namely State Bank of India Consortium for Walchandnagar Division and State Bank of India for Foundry Division.	269.700	288.720
(v) Vehicle Loan (Secured by Assets Purchased there under) (Payable within one year Rs. Nil; Previous year Rs. 0.456 Million)	0.000	0.456
(II) Foundry Division, Satara Road
(i) Term Loan (Payable within one year Rs. Nil; Previous year Rs. 5.962 Millions)	0.000	5.962
(ii) Working Capital Loans (Secured by hypothecation of all those tangible movable properties and assets, present and future, including all stocks of Raw Material, Components, Tools, Stores Materials, Work-in-progress, Finished Goods and Book Debts and equitable mortgage on fixed assets of Foundry Division)	2.229	50.000
(B) Commercial Paper (Commercial Paper is issued within the overall approved working Capital facility under carving by the State Bank of India Consortium Banks)	0.000	250.000
(C) From Others (payable within one year Rs. Nil; Previous year Rs. 0.121 Millions) (Secured by Cars purchased under Hire-Purchase agreement)	0.000	0.121
Total	888.922	1099.201
Unsecured Loans	30.09.2010 (Rs. In Millions)	30.09.2009 (Rs. In Millions)
(A) Fixed Deposits (payable within one year Rs. 0.300 Million; Previous year Rs. 0.340 Million)	0.300	0.340
(B) From Banks (Pursuant to the line of credit rolled over from time to time)	150.000	150.000
Total	150.300	150.340

Banking Relations :	--
Auditors :
Name :	K.S. Aiyar and Company Chartered Accountant
Related Party :	· Bombay Cycle and Motor Agency Limited · Walchand Great Achievers Private Limited · Walchand Kamdhenu Commercials Private Limited · Walchand Chiranika Trading Private Limited · Chiranika Enterprises · Chiranika Corporation · Chiranika Properties · Walchand Botanicals Private Limited · Rodin Holdings Inc. · Olsson Holdings Inc. · Vinod Shashank Chakor Private Limited · Chirag Enterprises · Bharat Capital Services Private Limited · Indpro Electronic System (India) Private Limited · Walchand Engineers Private Limited · Walchand Projects Private Limited · Walchand Power Systems Private Limited · Walchand Oil and Gas Private Limited · Walchand Leisure Realty Private Limited · Walchand BMH Private Limited

CAPITAL STRUCTURE

As on 30.09.2010

Authorised Capital :

No. of Shares	Type	Value	Amount
120000000	Equity Shares	Rs. 2/- each	Rs. 240.000 Millions
50000	10% Cumulative Preference Shares	Rs. 100/- each	Rs. 5.000 Millions
50000	Preference Shares	Rs. 100/- each	Rs. 5.000 Millions
	Total		Rs. 250.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
38070205	Equity Shares	Rs. 2/- each	Rs. 76.140 Millions

NOTES:

The Subscribed and paid up Equity Capital includes the following:

(1) 2,47,95,020 Equity Shares issued as Bonus Shares out of Share Premium, General Reserve and Capital Reserve.

(2) 2,50,000 Equity Shares issued for consideration other than for Cash, pursuant to a contract.

(3) 1,21,300 Equity Shares issued on conversion of Debentures.

(4) 17,28,740 Equity Shares issued without payment being received in cash to the share-holders of the erstwhile Cooper Engineering Limited and erstwhile Tiwac Industries Limited, in terms of the Schemes of Amalgamation sanctioned by Bombay High Court.

(5) 80,00,000 Equity Shares allotted to the allotees of the Warrant on Preferential basis upon exercise of Conversion option by them (inclusive of 40,00,000 Equity Shares issued as Bonus and included in Sr. No. 1 above).

(6) 25,145 Equity Shares issued under Employees Stock Purchase Scheme, 2008 (ESPS) at par to the permanent Employees.

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		30.09.2010	30.09.2009	30.09.2008
SHAREHOLDERS FUNDS
1] Share Capital		76.140	76.140	76.090
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		4034.096	4196.083	4142.452
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		4110.236	4272.223	4218.542
LOAN FUNDS
1] Secured Loans		888.922	1099.201	731.573
2] Unsecured Loans		150.300	150.340	151.143
TOTAL BORROWING		1039.222	1249.541	882.716
DEFERRED TAX LIABILITIES		58.973	105.904	78.633
TOTAL		5208.431	5627.668	5179.891
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		2814.473	2907.456	2973.119
Capital work-in-progress		585.199	523.711	222.560
INVESTMENT		467.574	462.229	417.707
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	2231.490	1717.259	1204.845
	Sundry Debtors	3572.506	2663.327	3380.094
	Cash & Bank Balances	347.232	414.854	104.833
	Other Current Assets	2.911	2.282	4.412
	Loans & Advances	1686.555	1087.038	801.769
Total Current Assets		7840.694	5884.760	5495.953
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	2557.394	1657.775	2059.333
	Other Current Liabilities	3880.373	2415.512	1728.503
	Provisions	61.742	77.201	141.612
Total Current Liabilities		6499.509	4150.488	3929.448
Net Current Assets		1341.185	1734.272	1566.505
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		5208.431	5627.668	5179.891

PROFIT & LOSS ACCOUNT

	PARTICULARS		30.09.2010	30.09.2009	30.09.2008
	SALES
		Income	5374.003	4697.379	6364.302
		Erection, Job Work and Services	1349.708	428.774	596.129
		Other Income	213.078	122.995	42.067
		TOTAL (A)	6936.789	5249.148	7002.498
Less	EXPENSES
		Raw Material and Components Consumed	3963.226	3102.089	4393.909
		Payment to and provision to employees	616.181	532.047	498.555
		Manufacturing, Administration and Selling Expenses	2011.639	1422.627	1350.850
		Expenditure Capitalized	(1.006)	(3.907)	(9.747)
		Decrease/ Increase in Stocks	(91.909)	(332.434)	46.338
		Exceptional Item	11.277	0.000
		TOTAL (B)	6509.408	4720.422	6279.905
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		427.381	528.726	722.593
Less	FINANCIAL EXPENSES/ INTEREST (D)		74.901	69.737	46.334
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		352.480	458.989	676.259
Less/ Add	DEPRECIATION/ AMORTISATION (F)		133.520	105.255	70.945
	PROFIT BEFORE TAX (E-F) (G)		218.960	353.734	605.314
Less	TAX (H)		(3.931)	119.721	207.621
	PROFIT AFTER TAX (G-H) (I)		222.891	234.013	397.693
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		989.191	823.119	509.707
Less	APPROPRIATIONS
		General Reserve	22.289	23.401	39.770
		Proposed Dividend	38.070	38.070	38.045
		Tax on Proposed Dividend	6.323	6.470	6.466
	BALANCE CARRIED TO THE B/S		1145.400	989.191	823.119
	EARNINGS IN FOREIGN CURRENCY
		Export Earnings	511.193	902.050	1110.508
		Other Earnings	88.275	67.185	124.306
	TOTAL EARNINGS		599.468	969.235	1234.814
	IMPORTS
		Raw Materials	76.952	165.896	245.274
		Components and Spares Parts	270.454	316.159	86.217
		Capital Goods	7.281	5.468	166.067
	TOTAL IMPORTS		354.687	487.523	497.558
	Earnings Per Share (Rs.)
	Basic and Diluted		5.85	6.15	12.32

QUARTERLY RESULTS

PARTICULARS	31.12.2010 1^st Quarter	31.03.2011 2^nd Quarter	30.06.2011 3^rd Quarter	30.09.2011 4^th Quarter
Net Sales	1994.100	2874.800	2124.900	2644.800
Total Expenditure	1881.900	2731.600	2013.900	2502.800
PBIDT (Excl OI)	112.200	143.200	111.000	142.000
Other Income	0.400	3.900	1.600	2.000
Operating Profit	112.600	147.100	112.600	144.000
Interest	19.000	38.600	44.300	86.000
Exceptional Items	0.000	0.000	0.000	0.000
PBDT	93.600	108.500	68.300	58.000
Depreciation	35.300	36.300	42.700	44.600
Profit Before Tax	58.300	72.200	25.600	13.400
Tax	13.600	22.800	8.300	(8.700)
Provisions and contingencies	0.000	0.000	0.000	0.000
Profit After Tax	44.700	49.400	17.300	22.100
Extraordinary Items	0.000	0.000	0.000	0.000
Prior Period Expenses	0.000	0.000	0.000	0.000
Other Adjustments	0.000	0.000	0.000	0.000
Net Profit	44.700	49.400	17.300	22.100

KEY RATIOS

PARTICULARS		30.09.2010	30.09.2009	30.09.2008
PAT / Total Income	(%)	3.21	4.46	5.68
Net Profit Margin (PBT/Sales)	(%)	4.07	7.80	9.51
Return on Total Assets (PBT/Total Assets}	(%)	2.05	4.02	9.48
Return on Investment (ROI) (PBT/Networth)		0.05	0.08	0.14
Debt Equity Ratio (Total Liability/Networth)		1.83	1.26	1.14
Current Ratio (Current Asset/Current Liability)		1.21	1.42	1.40

LOCAL AGENCY FURTHER INFORMATION

Sr. No.	Check List by Info Agents
1.	Year of Establishment	YES
2.	Locality of the firm	YES
3.	Constitutions of the firm	YES
4.	Premises details	YES
5.	Type of Business	YES
6.	Line of Business	YES
7.	Promoter’s background	--
8.	No. of employees	YES
9.	Name of person contacted	YES
10.	Designation of contact person	YES
11.	Turnover of firm for last three years	NO
12.	Profitability for last three years	NO
13.	Reasons for variations <> 20%	NO
14.	Estimation for coming financial year	NO
15.	Capital in the business	YES
16.	Details of sister concerns	NO
17.	Major Suppliers	NO
18.	Major Customers	NO
19.	Payment terms	YES
20.	Export / Import details (is applicable)	--
21.	Market information	--
22.	Litigation that the firm / promoter involved in	--
23.	Banking Details	YES
24.	Banking facility details	--
25.	Conduct of the banking account	--
26.	Buyer visit details	--
27.	Financials, if provided	NO
28.	Incorporation details, if applicable	--
29.	Last accounts filed at ROC	--
30.	Major Shareholders, is available	--

HISTORY

Incorporated in 1960, Walchandnagar Industries (SUBJECTS) belonging to the Walchand group. Other group companies include -- Premier, Ravalgaon Sugar, Indian Hume Pipe, etc. It is mainly engaged in the manufacture of sugar manufacturing machinery and engineering products like gear boxes, heat exchangers, etc. 

Subject’s major clients are Oswal Foods, Anand Agro, Indian Navy, etc. Subject has signed a MoU with Onoda Engineering Company, Japan, for manufacturing cement clinker. It exports goods to Nigeria, Africa, Mauritius, Bangladesh, etc. Subject is expanding into non-engineering areas like horticulture, the financial services sector, housing and construction. The company's subsidiary is Walchand Tandur Cement. Subject was the first supplier of indigenous 500 MW calandria for NPC. 

The company received ISO-9001 certification for its operations at Walchandnagar from Lloyds Register Quality Assurance. 

In 1999-2000, the company has developed energy efficient equipments for sugar manufacturing machinery and has tied up with M/s UBE of Japan for supply of pregrinders and grinding mills for cement machinery with superior features.  

During 2001 the company has commissioned two EPC projects for generation of power from agricultural waste. The company made a diversification in 2001-02 by entering into hospitality business.

Performance:

During the year the income of the Company showed growth from Rs. 5249.100 Millions to Rs. 6936.800 Millions. This reflects a rise of 32% over the previous year. However, profit before tax declined from Rs. 353.700 Millions to Rs. 219.000 Millions due to increase in fixed costs in respect of depreciation, manpower and administrative costs that had to be incurred in order to be prepared for execution of large value orders for next year and effect of competitive pricing in the current market scenario.

Current Year:

The orders on hand as on 30.09.2010 were at Rs. 24522.200 Millions as compared to Rs. 14631.500 Millions as on 30.09.2009.

Export and Overview Projects:

During the year the Company achieved the export turnover of Rs. 599.500 Millions as against Rs. 969.200 Millions, in the previous year. The export orders on hand as on 30.09.2010 are at Rs. 4825.200 Millions. During the year, the Company executed orders for Waste Crushing, Grinding and Pumping Plant of Konkola Copper Mines plc. Zambia, 3500 TPD Cement plant and 100 TPH Cement Clinker Grinding Unit of Maweni Limestone Limited, Tanzania, Sugar and Boiler projects in Ethiopia.

MANAGEMENT DISCUSSION AND ANALYSIS

Economic Overview

The Financial Year October 2009 – September 2010 (Year 2009-10), began with a mixed impact of the severe US economic crisis and strong domestic market recovery. Thankfully, the Indian economy absorbed the impact of a potentially crippling economic slowdown witnessed in various parts of the world in 2008-09 with remarkable resilience and moved on to achieve growth parameters, with GDP Growth rate set to reach pre crisis levels by fiscal 2010-11. Stock markets continued its bull run with 30 scrip sensitive index (SENSEX) of the Bombay Stock Exchange gained over 17% to cross 20000 mark by September, 2010.

The Company operates in the capital goods sector where generally the impact of economic recovery is witnessed with a lag. In keeping with this trend, the sales performance of the Company improved during the year 2009-10 and especially in Quarter 4, where significant demand pull was witnessed from various end user segments.

Financial Overview

Sales and Profitability

The PAT has the impact of the reversal of deferred tax liability created in earlier years upon final settlement of the dispute with Projects and Equipment Corporation (PEC) in the matter of Cement Project at Padang Indonesia.

The revenue for the year as a whole has shown a growth of 32% over the previous year. However, there is a drop in the EBIDTA and PBT margin on account of the following:

· Increase in fixed costs in respect of depreciation, manpower and administrative costs in order to prepare for significantly larger revenue on the back of strong order book.

· Competitive pricing in the current market scenario.

Order Book

The Order Book of the Company has reached all time high level with the outstanding orders at Rs. 24520.000 Millions as on 30.09.2010. Following are the highlights of the order book:

· It includes order for 12 Co-Gen Power Projects aggregating to 183 MW and Sugar plant modernization/expansion from Tamilnadu State Electricity Board (TNEB). This is the single largest order ever to be won by the Company.

· The order book underlines the strong engagement of the Company in the Nuclear Power sector with the orders for core machinery and components for 700 MW Nuclear Power Projects of NPCIL.

· The order book also has a strong export orientation with 20% of the orders comprising of Overseas Projects. This enables the Company to de-risk by diversifying the customer/geographic portfolio.

The Company is now targeting to build on the current order book. This will enable the Company to sustain the growth momentum brought by the current strong order book position. The areas in which they are pursuing the new orders include:

· Energy Sector

· Nuclear Power, Aerospace and Defenc

· Hydrocarbon (Oil and Gas and Petrochemicals

· Cement Machinery

Key Events

Project KSHITIJ - Implementation of ERP

Looking to the growing operations of the Company, the need was felt to implement the Enterprise Resource Planning (ERP) solution for the heavy engineering division of the Company. SAP was selected to be the software and the implementation was carried out by implementation partner Price Waterhouse Coopers (PWC) in close co-ordination with the in house team. The Company is pleased to inform you that the Project Kshitij has been successfully implemented and “Go Live” was achieved on 01.01.2010. The system is under use with a dedicated team working closely with the users to ensure smooth functioning as well as bring about constant improvements by way of easing of operations and tightening of controls wherever required.

The ERP, in the long run is expected to give many benefits:

1. Fully integrated online system

2. Bring about strong system orientation

3. Effective MIS across the profit centers and projects of the Company

4. Effective control on costs and budgets

5. Effective controls on procurement and inventory

6. Various process automation in the form of Supply Chain Management, Payment automation to reduce document flows.

Collaboration Agreement with Kawasaki Heavy Industries, Japan (KHI)

The Company concluded the Collaboration Agreement with KHI for manufacture, installation and sale of Flow Dynamics Conveyor Systems (FDC) in India. FDC is a technologically advanced product suitable for conveying bulk material in the ecologically sensitive areas. This is also compliant with the Environmental laws of India. Under this collaboration KHI will provide the Company with the designs as well as installation and implementation support.

Segment Review

Heavy Engineering

Heavy engineering division of the company caters primarily to the capital goods segment in diverse fields such as Sugar Machinery, Boilers and Power plants, Cement Machinery, Aerospace, Defence, Nuclear Power and EPC. The revenue of the division was affected by the delays in commencement/clearances of projects for the first three quarters. However, during the same period the division achieved a strong order book of over Rs. 24000.000 Millions. This, together with the revival of the delayed projects, led to a significant recovery in the sales in Quarter 4 where the company clocked, for the first time, sales turnover of over Rs. 3000.000 Millions in one quarter.

For the year as a whole, the sales of Heavy Engineering division increased by 33% compared to the previous year. This increase was led primarily by the revival of Sugar business and strong growth witnessed in the boiler and power plant business. Cement business continued to be lean due to low off-take in the Indian market and continued delay in commencement of the projects in the overseas markets. The Mineral Processing (EPC) business also remained lean where the company focused on successfully commissioning the projects which were already in hand. The business in the Aerospace, Defence and Nuclear Power segment was also impacted mainly due to delay in clearances.

Foundry

The business of foundry is divided mainly into:

· automotive sector where the division supplies the heavy grey and SG Iron dies for the automotive industry

· industrial machinery and equipment

· components required for the wind turbine manufacturing

During the year, the foundry demonstrated a steady sales performance. The foundry suffered on account of rejections in its complex Ductile Iron casting applications leading to adverse impact on profitability. The foundry is witnessing strong demand flow from automotive as well as non automotive customers. The demand is also witnessed for fully machined castings. Keeping this changing customer trend in mind, the Company will take appropriate steps to meet this customer requirement.

Precision Instrument Division

The precision instrument division of the Company manufactures pressure and temperature gauges and sector mechanisms required for a range of process industry applications as well as automotive applications. The division posted a smart recovery compared to the previous year by clocking sales growth of 60%. This was possible due to strong demand mainly from the automotive sector as well as efforts and initiatives taken internally to improve the productivity to effectively use the available infrastructure and capital and in house design and engineering efforts.

Project Management and Contract Performance

As mentioned above, the Company has started executing more projects on a turnkey basis. The size of the projects is also increasing compared to the past. This, on one hand, enhances the opportunity to attain scale economies and other benefits, it exposes the Company to a larger value of retentions and guarantees. In such scenario the contract management and Performance Risk management assumes a much greater significance, than any time in the past. This entails three primary things:

· Robust estimation process

· Strong execution process encompassing Engineering, Procurement, manufacturing and site installation

· Sound Contract management process

Liquidity and Financial Prudence

Management of liquidity assumes even more importance when the size of the projects being handled goes up. This is to ensure adequate supply of funds for execution of the projects and entails the complete management of net working capital. The Company is giving significant emphasis on this aspect with specific efforts to track receivables, inventories and payment to supply base. Further, the Company firmly believes that financial prudence is the key to survival in difficult times, as well as sustained growth. Year 2009-10 was among the most challenging years faced by the Company in the recent past. Despite this the Company has maintained key financial parameters at a prudent level.

· Total Loans remained at Rs. 1039.200 Millions as against Rs. 1249.500 Millions previous year.

· Gross Debt – Equity Ratio maintained at a healthy 0.46.

The Company has Rs. 454.000 Millions of free cash on its books, which is invested in safe instruments such as liquid/liquid plus mutual funds and fixed maturity plans of the reputed mutual funds. It is pertinent to note that the Company’s credit rating was maintained throughout the year 2009-10 and outlook now stands revised to “Positive” from “Stable” which points at a potential upgrade in the course of time subject to attainment of certain parameters.

Outlook and Conclusion

Revenue

During the year 2009-10, the Company achieved a revenue growth of 32% over the previous year. This has been achieved on the backdrop of a significant drop in revenue in the previous year 2008-09. This has been possible with the growing demand pull from customers, especially in the sugar, boiler and power project business.

The strong sales performance in Quarter 4 has given the Company reasons to have favourable outlook for the next year:

· Strong Order book as on 30.09.2010, which stands at Rs. 24520.000 Millions.

· Strong business outlook in the Aerospace, Defence and Nuclear power segment. This business lends long term sustainability to the revenue model of the Company.

· Continued focus and efforts to build on the current strong order book position of the Company.

Further, the Company has strong fundamentals for a sustainable growth:

· Well diversified yet synergistic business model

· Strong manufacturing capability

· In house design engineering capability

· Project management capability

· Technology tie-ups in critical areas.

This would augur well for the Company’s long term sustainable growth.

FORM 8

Corporate identity number of the company	L74999MH1908PLC000291
Name of the company	WALCHANDNAGAR INDUSTRIES LIMITED
Address of the registered office or of the principal place of business in India of the company	3 Walchand Terrace, Opposite Air Conditioned Market, Tardeo, Mumbai – 400 034, Maharashtra, India
This form is for	Creation of charge
Type of charge	Book debts Movable property (not being pledge) Others Stock in all elements, Plant and Machineries, Stores
Particular of charge holder	State Bank of India Industrial Finance Branch 2^nd Floor, Tara Chambers, Near Mariaai Police Chowky, Mumbai-Pune Highway, Wakdewadi, Pune – 411 003, Maharashtra, India
Nature of instrument creating charge	Agreement of Hypothecation of goods and assets, Agreement for overall limit, letter regarding the grant of individual limits within the over overall limit all these documents executed to create a single charge against whole of the current assets inclusive of book debts and Plant and Machineries, Spares, storage with pari passu basis with DBS Bank.
Date of instrument Creating the charge	11.06.2011
Amount secured by the charge	Rs.300.000 millions
Brief of the principal terms an conditions and extent and operation of the charge	Rate of Interest @ 3.50% above Base Rate i.e. 12.75% pa with monthly rests. Penal Interest on default as per RBI’s Directives. Terms of Repayment The repayment has to be carried out in 29 installments as denoted and as spared out in the Form C-5, indicating the principle amount and number of installments to be repaid during the denoted spread period, duly acknowledged by the Company through its Authorised Signatories. The Charge will be in continuous mode till the repayment of entire term loan Margin As per agreed terms. Extent and Operation of the charge SBIIFB Pune, will have charge on pari passu basis with DBS Bank Limited on whole of the current assets as indicated and located in the Hypothecation Agreement and on the Movable assets, Plant and Machineries as indicated and denoted as Heavy Engineering Division at Walchandnagar, Distt Pune and Foundry Division at Village Paladi Tal Koregaon Distt.Satara in the Hypothecation Agreement .The Charge will be in continuous mode till the repayment of entire loan. Others To avail the loan, the Company, by virtue of the Board Resolution passed on 22/11/2010, read with resolution passed by Finance Committee meeting of the Board of Directors of the Company on 02/06/2011, given assent to execute Loan Document through authorised signatories.
Short particulars of the property or asset(s) charged (including complete address and location of the property)	· Whole of the Current Assets inclusive of book debts and records thereof maintained at Heavy Engineering Division situated at Walchandnagar, District Pune · All Movable Plant and Machineries located at Heavy Engineering Division located at Walchandnagar District Pune and All Movable Plant and Machineries at Foundry Division located at Village Padali Tal. Koregaon District Pune

CONTINGENT LIABILITIES NOT PROVIDED FOR IN RESPECT OF

Particulars	30.09.2010 Rs. In Millions
(i) Counter Guarantees by the Company in respect of guarantees given by the banks (including guarantee on account of erstwhile Machine Tool Division of Rs. 0.355 Million).	2964.415
(ii) Estimated amount of Contracts remaining to be executed on Capital Accounts and not provided for (net of advance)	9.520
(iii) During the year, a customer has invoked Bank Guarantee of Rs. 70.000 Millions (shown under Loans and Advances) on the grounds of alleged non performance of the Contract. The Company has disputed this claim since the subject Bank Guarantee was conditional and in the opinion of the Company, the condition precedent for it to become operative was not fulfilled. The Company has invoked Arbitration Proceedings as per the provision of the Contract, which has already commenced, for recovery of this amount together with the contractual dues of Rs. 74.400 millions owed by the customer, shown under the head Sundry Debtors in the Financial Statements. Based on the facts of the case the Company is of the opinion that it has a good case on merits. The matter is sub-judice and the Company has been legally advised that it has a case worth pursuing. In view of the forgoing, no provision is considered necessary at this stage.
(iv) (a) Demand of NA Tax of Rs. 8.661 millions is raised by Tahshildar, Indapur (Previous year Rs. 8.661 Millions) out of which Rs. 2.000 millions is paid under protest by the Company. No provision has been made in the accounts as the Company has not accepted the liability and the matter is sub-judice. (b) The Central Excise Authorities have raised a demand of Rs. 26.619 Millions (Net of CENVAT reversal and payment) denying the exemption from the excise duty on non-conventional energy devices/ systems supplied by the Company. The Company has disputed the demand and has preferred an appeal which is pending before ‘CESTAT, Mumbai’. On the basis of legal opinion, the Company does not expect any liability.
(c) The Central Excise Authorities have raised a demand of Rs. 7.998 Millions (Previous year Rs. 6.136 Millions) on bought out items supplied for Centrifugals, which has already suffered duty at manufacturers end. The Company has disputed the demand and has preferred an appeal which is pending before ‘CESTAT, Mumbai’. On the basis of legal opinion, the Company does not expect any liability.

FIXED ASSETS

· Freehold Land

· Building

· Plant and Machinery

· Laboratory Equipments

· Furniture, Fixtures, Office Equipments and Electrical Fittings

· Patens

· Vehicles

· Road, Water Works and Drainage

· Intangible Assets - Software

AUDITED FINANCIAL RESULTS FOR THE QUARTER AND YEAR ENDED 30.09.2011

(Rs. In Millions)

Particulars	Quarter Ended 30.09.2011 (Audited)	Year Ended 30.09.2011 (Audited)
Total Revenue (Sales, Operating and Other Income) (A+B)	2646.800	9643.500
1 (a) Net Sales / Income from Operations	2630.200	9576.700
(b) Other Operating Income	14.600	55.600
Total Income (A)	2644.800	9632.300
2 Expenditure
a. (Increase)/Decrease in Stock in trade and work in progress	(145.000)	(682.700)
b. Consumption of Raw Materials and Components	2046.400	7939.300
c. Employees Cost	205.900	784.400
d. Depreciation	44.600	158.900
e. Other Expenditure	295.100	987.300
Total Expenditure	2447.000	9187.200
3 Profit from Operations before Other Income, Interest and Exceptional Item (1-2)	197.800	445.100
4 Other Income (B)	2.000	11.200
5 Profit before Interest and Exceptional Item and Exchange Currency Fluctuation (3+4)	199.800	456.300
6 Interest	86.000	187.900
7 Profit after Interest but before Exceptional Item and Exchange Currency Fluctuation (5-6)	113.800	268.400
8 Exchange Currency Fluctuation Loss / (Gain)	100.400	98.900
9 Exceptional Item	--	--
10 Profit(+)/Loss(-) from Ordinary Activities before tax (7+8)	13.400	169.500
11 Tax expense	(8.700)	41.500
12 Net Profit(+)/Loss(-) from Ordinary Activities after tax (9-10)	22.100	128.000
13 Extraordinary Item	--	--
14 Net Profit(+)/Loss(-) for the period (11-12)	22.100	128.000
15 Paid up Equity Share Capital (Face Value of Rs.2/- each)	76.100	76.100
16 Reserves (Excluding Revaluation Reserve)	NA	2268.900
17 Earnings Per Share (EPS) (Rs.2/- Paid per share)
Basic Rs.	0.58	3.36
Diluted Rs.	0.58	3.36
18 Public shareholding
Number of shares	17131592	17131592
Percentage of Shareholding	45.00	45.00
19 Promoters and promoter group
Shareholding
a) Pledged/Encumbered
Number of shares	950000	950000
Percentage of shares (As a % of the total shareholding of promoter and promoter group)	4.54	4.54
Percentage of shares (As a % of the total share capital of the company)	2.50	2.50
b) Non-Encumbered
Number of shares	19988613	19988613
Percentage of shares (As a % of the total shareholding of promoter and promoter group)	95.46	95.46
Percentage of shares ( As a % of the total share capital of the company)	52.50	52.50

NOTES

1. The above results have been taken on record, reviewed by Audit committee and approved by the Board of Directors in it's meeting held on 22nd November, 2011.

2. During the Quarter, 11 investors' complaints were received, which were promptly attended to and no complaints were pending at the beginning and at the end of the Quarter.

3. Auditors Qualification - No provision has been made for the liability, if any, in respect of the Bank Guarantee invoked and en cashed by a customer during the previous year amounting to Rs.70.000 millions shown under "loans and advances" and in respect of Rs.74.400 millions owed by the said customer appearing under " Sundry Debtors". The company has disputed the customer's claim for Bank Guarantee invocation and has initiated arbitration proceedings. Since the matter is under arbitration, they are unable to opine on the likelihood of liability devolving on the company and consequent effect on it's profits and Reserves and Surplus. This Qualification is reproduced from the Audit Report given for the Year ended 30th September, 2010. The arbitration proceedings are in progress in this matter.

4. The company had issued 80,00,000 fully paid equity shares to the promoters on preferential basis, post conversion of 8,00,000 convertible warrants and received a total amount of Rs.507.200 millions. Out of these Rs.151.600 millions has been utilized for capital expenditure, Rs.278.000 millions for working capital and the balance amount of Rs.77.600 millions is invested in Liquid Mutual Funds.

5. The Board has recommended Dividend of Rs.1.00 per Equity share 50% subject to the approval of shareholders.

6. Figures have been regrouped for the previous periods, wherever necessary.

STATEMENT OF ASSETS AND LIABILITIES FOR THE YEAR ENDED 30.09.2011

(Rs. In Millions)

Particulars	For the Year Ended 30.09.2011 (Audited)
SHAREHOLDERS' FUNDS:
(a) Capital	76.100
(b) Reserves and Surplus (excluding Revaluation Reserve)	2268.900
Loan Funds	1555.600
Deferred Tax Liability	48.300
Total	3948.900
Fixed assets	1657.700
Investments	186.500
Current Assets, Loans and Advances
(a) Inventories	2897.500
(b) Sundry Debtors	3976.600
(c) Cash and Bank balances	308.900
(d) Other current assets	1.900
(e) Loans and Advances	1768.000
Less : Current Liabilities and Provisions
(a) Liabilities	6762.800
(b) Provisions	85.400
Miscellaneous Expenditure (Not Written Off Or Adjusted)	--
Profit Aand Loss Account	--
Total	3948.900

SEGMENT–WISE REVENUE, RESULT AND CAPITAL EMPLOYED

(Rs. In Millions)

	Particulars	Quarter Ended 30.09.2011 (Audited)	Year Ended 30.09.2011 (Audited)
1	Segment Revenue
	a) Heavy Engineering	2495.000	9115.700
	b) Foundry and Machine Shop	130.900	441.700
	c) Others	24.800	96.800
	Total	2650.700	9654.200
	Less : Inter segment Revenue	5.900	21.900
	Net Sales / Income from Operations	2644.800	9632.300
2	Segment Results
	Profit / (Loss) before Interest and Tax
	a) Heavy Engineering	111.000	437.300
	b) Foundry	(2.800)	(13.600)
	c) Others	4.500	13.100
	Total	112.700	436.800
	Less : Interest	86.000	187.900
	Less : Other unallocable Expenditure net of unallocable Income	13.300	79.400
	Profit/(Loss) Before Tax	13.400	169.500
3	Capital Employed
	Segment Assets
	Less : Liabilities
	a) Heavy Engineering	3233.800	3233.800
	b) Foundry	319.700	319.700
	c) Others	77.600	77.600
	d) Unallocated	131.300	131.300
	Total	3762.400	3762.400
	Secondary Segment ( Export ) (II)
	External Revenue by location of Customers	317.400	1370.600
	Total carrying amount of segment Assets to the extent allocable	513.200	513.200
	Total cost incurred to acquire Segment Assets	2.600	2.600

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.53.40
UK Pound	1	Rs.83.32
Euro	1	Rs.70.44

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	7
PAID-UP CAPITAL	1~10	7
OPERATING SCALE	1~10	7
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	7
--PROFITABILIRY	1~10	7
--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	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	YES
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		63

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.