MIRA INFORM REPORT

Report Date :

15.12.2011

IDENTIFICATION DETAILS

Name :	THERMO KING INDIA PRIVATE LIMITED
Registered Office :	Plot No. 35, KIADB Industrial Area, Bidadi, Bangalore – 562109, Karnataka
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	26.07.2001
Com. Reg. No.:	08 - 042359
Capital Investment / Paid-up Capital :	Rs. 12.000 Millions
CIN No.: [Company Identification No.]	U51432KA2001PTC042359
Legal Form :	Private Limited Liability Company
Line of Business :	Manufactures and distributes transport temperature control systems.
No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

Ca (19)

RATING		STATUS	PROPOSED CREDIT LINE
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

Status :	Moderate
Payment Behaviour :	Slow
Litigation :	Clear
Comments :	Subject is a subsidiary of Thermoking Corporation, USA. It is an established company having moderate track. Profitability of the company appears to be under severe pressure. There appear huge accumulated losses recorded by the company. However, Trade relations are reported as fair. Business is active. Payments are reported to be slow. The company can be considered for business dealings on a secured 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

LOCATIONS

Registered Office :	Plot No. 35, KIADB Industrial Area, Bidadi, Bangalore – 562109, Karnataka, India
Tel. No.:	91-80-22166000
Fax No.:	91-80-27287482/ 221660022 / 22166248
E-Mail :	b_jayaraman@irco.com
Website :	http://www.thermoking.com

DIRECTORS

As on 30.09.2011

Name :	Mr. Bhadranarasimham Jayaram
Designation :	Director
Address :	Flat No. E – 602, Adarsh Gardens, 47^th Cross, 8^th Block, Jayanagar, Bangalore – 560082, Karnataka, India
Date of Birth/Age :	11.06.1954
Date of Appointment :	23.12.2005
DIN No.:	00022567

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	U72200KA2005PLC035829	Ingersoll-Rand International (India) Limited	Director	29-09-06	19-12-05	-	Active	NO
2	U51432KA2001PTC042359	Thermo King India Private Limited	Director	30-09-06	23-12-05	-	Active	NO
3	U29220KA1974PTC044323	Ingersoll - Rand Industrial Products Private Limited	Director	23-12-05	23-12-05	-	Active	NO
4	U52334DL2007FTC170115	Trane India Private Limited	Director	12-09-11	03-12-10	-	Active	NO

Name :	Mr. Murli Ananthasivan
Designation :	Director
Address :	77 and 78, 6^th Cross Bhuvaneshwari Nagar, Hebbal, Kempapura, Off: Bellary Road, Bangalore – 560024, Karnataka, India
Date of Birth/Age :	20.06.1959
Date of Appointment :	23.12.2005
DIN No.:	00009311

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	U29199KA1996PTC021251	Kern-Liebers (India) Private Limited	Additional director	02-11-96	02-11-96	-	Amalgamated	NO
2	U31909KA1995PTC017004	Infogix (India) Private Limited	Director	05-02-97	05-02-97	-	Active	NO
3	L55101KA1969PLC001795	Eastwest Hotels Limited	Director	06-05-00	06-05-00	-	Active	NO
4	U72200KA2005PLC035829	Ingersoll-Rand International (India) Limited	Director	08-06-05	08-06-05	-	Active	NO
5	L28112KA1984PLC005873	Mro-Tek Limited	Director	10-08-05	10-08-05	-	Active	NO
6	U02919KA2005PTC037505	Kern-Liebers Springs and Stampings Private Limited	Director	20-10-05	20-10-05	-	Active	NO
7	U51432KA2001PTC042359	Thermo King India Private Limited	Alternate director	15-12-08	23-12-05	-	Active	NO
8	U29220KA1974PTC044323	Ingersoll - Rand Industrial Products Private Limited	Alternate director	15-11-10	23-12-05	-	Active	NO
9	U01116TN1936PLC000018	The Ayer Manis Rubber Estate Limited	Director	14-04-06	14-04-06	-	Active	NO
10	U31901KA1960PTC001378	Stumpp,Schuele And Somappa Private Limited	Director	13-08-07	13-08-07	-	Active	NO
11	U70102KA2008PTC044977	Alexandria Equities Management ( India) Private Limited	Alternate director	01-09-10	17-01-08	-	Active	NO
12	L17111TZ1989PLC005902	Cheslind Textiles Limited	Director	19-09-08	22-07-08	-	Active	NO
13	U67120KA1937PLC001292	Bangalore Stock Exchange Limited	Director	25-09-08	25-09-08	-	Active	NO
14	U29308KA1960PTC001395	Senapathy Whiteley Private Limited	Additional director	19-06-09	19-06-09	-	Active	NO
15	U72900MH2010FTC200214	Iq Backoffice India Private Limited	Director	17-08-11	24-05-11	-	Active	NO
16	U74999KA2011PTC060253	Tandus Flooring India Private Limited	Director	05-09-11	05-09-11	-	Active	NO
17	U29299KA1996PTC038742	Stumpp Schuele and Somappa Springs Private Limited	Director	28-09-11	28-09-11	-	Active	NO

Name :	Mr. Raymond Donald Pittard
Designation :	Director
Address :	288, Chaussef De Vleurgat, 1050, Ixelles, Belgium
Date of Birth/Age :	17.09.1965
Date of Appointment :	15.12.2008
DIN No.:	02455222

KEY EXECUTIVES

Name :	Mr. Manoj Mathur
Designation :	General Manager (Upto August 31, 2009)
Name :	Mr. Atanu Maity
Designation :	General Manager (From May 24, 2010)

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 30.09.2011

Names of Shareholders	No. of Shares
Thermo King Corporation, USA	1188000
Ingersoll Rand Company, USA	12000
Total	1200000

As on 30.09.2011

Equity Share Break up (Percentage of Total Equity)

Category	Percentage
Foreign holdings( Foreign institutional investor(s), Foreign companie(s) Foreign financial institution(s), Non-resident Indian(s) or Overseas Corporate bodies or Others	100.00
Total	100.00

BUSINESS DETAILS

Line of Business :

Manufactures and distributes transport temperature control systems.

GENERAL INFORMATION

Bankers :

Not Available

Facilities :

Unsecured Loan	As on 31.03.2011 (Rs. in Millions)	As on 31.03.2010 (Rs. in Millions)
Loan from a fellow subsidiary (repayable on demand)	670.000	510.000
Interest accrued and due	0.000	12.713
Total	670.000	522.713

Banking Relations :	--
Auditors :
Name :	Price Waterhouse Chartered Accountant
Address :	The Millenia, 5^th Floor, Tower D, 1 and 2, Murphy Road, Ulsoor, Bangalore – 560008, Karnataka, India
PAN.:	AAEFP3641G
Ultimate Holding Company:	Ingersoll Rand plc, Ireland
Holding Company:	Thermo King Corporation, USA
Associates/Subsidiaries :	Hussmann Koxka, S.L., Spain Hussmann Shanghai Hussmann – Mexico, S de R.L. de C.V. Mexico Hussmann Canada Inc, Canada Ingersoll – Rand International Limited, Ireland Ingersoll – Rand Company, U.S.A Ingersoll – Rand International (India) Limited, India Ingersoll – Rand Industrial Products Private Limited, India Shanghai Xin Development Imp. And Exp. Enterprises Company Limited, China Thermo King European Manufacturing Limited, Ireland Ingersoll – Rand (China) Industrial Equipment Manufacturing Company Limited Reftrans, S.A., Spain Thermo King Asia Pacific Limited, Hong Kong Thermo King Ireland Limited, Ireland Hussmann International Inc., USA Ingersoll – Rand (India) Limited, India Thermo King Service, Europe Thermo King Dallan Transport Refrigeration company Limited, China IR machinery (Shanghai) Company Thermo King Asia Pacific.

CAPITAL STRUCTURE

As on 31.03.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
1200000	Equity Shares	Rs.10/- each	Rs.12.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
1200000	Equity Shares	Rs.10/- each	Rs.12.000 Millions

Note:

Of the above 1188000 (2009:1188000) equity shares are held by thermo king corporation, USA., the holding company and 12000 (2009:12000) equity shares are held by Ingersoll – Rand Plc, Ireland

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2011	31.03.2010	31.03.2009
SHAREHOLDERS FUNDS
1] Share Capital		12.000	12.000	12.000
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		0.000	0.000	0.000
4] (Accumulated Losses)		(627.406)	(498.995)	(352.843)
NETWORTH		(615.406)	(486.995)	(340.843)
LOAN FUNDS
1] Secured Loans		0.000	0.000	0.000
2] Unsecured Loans		670.000	522.713	403.622
TOTAL BORROWING		670.000	522.713	403.622
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		54.594	35.718	62.779
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		1.000	0.648	3.064
Capital work-in-progress		0.000	0.000	0.000
INVESTMENT		0.000	0.000	0.000
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	109.114	70.326	121.437
	Sundry Debtors	124.100	112.898	86.067
	Cash & Bank Balances	43.336	36.208	8.909
	Other Current Assets	3.231	3.293	4.705
	Loans & Advances	11.937	10.822	13.982
Total Current Assets		291.718	233.547	235.100
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	167.150	169.946	148.955
	Other Current Liabilities	64.342	21.253	20.600
	Provisions	6.632	7.278	5.830
Total Current Liabilities		238.124	198.477	175.385
Net Current Assets		53.594	35.070	59.715
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		54.594	35.718	62.779

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION		(56.520)	(94.340)	(155.070)
Less	FINANCIAL EXPENSES		71.720	51.360	33.740
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION		(128.240)	(145.700)	(221.460)
Less/ Add	DEPRECIATION/ AMORTISATION		0.170	0.450	32.650
Less	PRIOP PERIOD ITEMS		0.000	0.000	7.220
	PROFIT BEFORE TAX		(128.410)	(146.150	(228.680)
Less	TAX		0.000	0.000	13.980
	PROFIT AFTER TAX		(128.410)	(146.150)	(242.660)
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		(498.990)	(352.840)	(110.180)
	BALANCE CARRIED TO THE B/S		(627.400)	(498.990)	(352.840)
	EARNINGS IN FOREIGN CURRENCY
		Export of goods calculated on FOB basis	0.000	983.304	5.260
		Recovery of Salary cost	1.659	0.000	1.636
	TOTAL EARNINGS		1.659	983.304	6.896
	IMPORTS
		Traded Goods (Including Spares)	87.254	147.097	183.998
		Goods in Transit	23.070	16.740	26.065
	TOTAL IMPORTS		110.324	163.837	210.063
	Earnings Per Share (Rs.)		(107.01)	(121.79)	(202.22)

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
Return on Total Assets (PBT/Total Assets}	(%)	(43.87)	(62.40)	(96.02)
Return on Investment (ROI) (PBT/Networth)		0.21	0.30	0.67
Debt Equity Ratio (Total Liability/Networth)		(1.48)	(1.48)	(1.70)
Current Ratio (Current Asset/Current Liability)		1.23	1.18	1.34

LOCAL AGENCY FURTHER INFORMATION

NOTE:

The registered office of the company has been shifted from 106/10- 11-12, Amruthahlli, Byatarayanapura, Bellary Road, Bangalore, Karnataka, India, to the present address w.e.f. 29.08.2008

OPERATIONS:

During the year the revenue of the company increased by Rs. 59.950 Million, a growth of 18% over the previous year. The growth was witnessed primarily in Transport refrigeration. Business due to localization of XRT model of bus air-conditioners, which has reduced the cost of the equipment.

CONTINGENT LIABILITIES:

Particulars	As on 31.03.2011 (Rs. in Millions)	As on 31.03.2010 (Rs. in Millions)
Bank Guarantees	4.091	3.712
Sales Tax matters under dispute (Net of Rs. 0.406 Millions paid under protest)	1.623	1.623
Income Tax matters under dispute (Rs. 1.857 Millions (2009: Rs. 1.857 Millions) Paid under protest)	4.167	4.167

Note:

Contingent Liabilities disclosed above represent possible obligation where possibility of cash outflow to settle the obligation is remote

FIXED ASSETS:

• Goodwill
• Plant and Machinery
• Computers
• Office Equipments Furniture and Fixture
• Vehicles
• Small Tools

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.53.58
UK Pound	1	Rs.82.97
Euro	1	Rs.69.89

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	4
PAID-UP CAPITAL	1~10	3
OPERATING SCALE	1~10	4
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	3
--PROFITABILIRY	1~10	1
--LIQUIDITY	1~10	2
--LEVERAGE	1~10	1
--RESERVES	1~10	--
--CREDIT LINES	1~10	1
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	NO
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		19

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.