Report Date :

21.02.2011

IDENTIFICATION DETAILS

Name :	TECPRO SYSTEMS LIMITED
Registered Office :	106, Vishwadeep Tower, Plot No.4, District Centre, Janak Puri, New Delhi – 110058, Delhi
Country :	India
Financials (as on) :	31.03.2010
Date of Incorporation :	07.11.1990
Com. Reg. No.:	55-41985
CIN No.: [Company Identification No.]	U74899DL1990PLC041985
TAN No.: [Tax Deduction & Collection Account No.]	DELT03519F
PAN No.: [Permanent Account No.]	AABCT4355K
Legal Form :	A Public Limited Liability company. The company’s Share are Listed on the Stock Exchange.
Line of Business :	Subject Engaged in Providing Turnkey Solutions in Material Handling Projects and Manufacturing of Material Handling Equipments.

RATING & COMMENTS

Rating :

A (59)

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 14000000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a well established company having fine track. Trade relations are fair. Financial position is good. Payments are correct and as per commitments. The company is doing well. It can be considered good for any normal business dealings at usual trade terms and conditions.

ECGC Country Risk Classification List – April 1, 2010

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

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

LOCATIONS

Registered Office :	106, Vishwadeep Tower, Plot No.4, District Centre, Janak Puri, New Delhi – 110058, India
Tel. No.:	91-11-45038735
Fax No.:	91-11-45038734
E-Mail :	legal_ggn@tecprosystems.com tecprodel@techprosystems.com
Website :	http://www.tecprosystems.com
Corporate Office :	202-204, Pacific Square, Sector – 15, Part II, Gurgaon – 122001, India
Tel. No.:	91-124-4343100
Fax No.:	91-124-4343243
Head Office :	Tecpro Towers, Plot No. 11-A17, 5th Cross Road, SIPCOT IT Park, Siruseri - 603 103, Chennai, India.
Tel. No.:	91-44-37474747
Fax No.:	91-44-37443011
Factory :	Located at: Bawal Bhiwadi
Branch Office :	Located at: Chennai Secunderabad Bangalore Gurgaon Kolkata Mumbai Ahmedabad
International Office :	Located at: Dubai South Africa Singapore

DIRECTORS

Name :	Mr. Ajay Kumar Bishnoi
Designation :	Chairman and Managing Director
Address :	Flat No.5, Old No.48, New No.58, 3^rd Main Road, Kasturibai Nagar, Adayar, Chennai – 600020, Tamilnadu, India
Date of Birth/Age :	01.06.1957
Qualification :	MBA, DMM
Experience :	28 years
Date of Appointment :	06.04.2002
Last Employment Held :	Chief Executive of Material Handling Division of Fenner (India) Limited
Name :	Mr. Amul Gabrani
Designation :	Vice Chairman and Managing Director
Address :	F B – 26, Tagore Garden, New Delhi – 110027, India
Date of Birth/Age :	31.12.1959
Qualification :	BE, MBA
Experience :	26 years
Date of Appointment :	07.11.1990
Last Employment Held :	Regional Sales Manager of Fenner (India) Limited
Name :	Mr. Aditya Gabrani
Designation :	Whole Time Director
Name :	Mr. Amar Banerjee
Designation :	Whole Time Director
Name :	Mr. Subrata Kumar Mitra
Designation :	Independent Director
Name :	Mrs. Achal Ghai
Designation :	Director
Address :	Villa 6, Cluster 40, Jumeirah Islands, P O Box No.18264, Dubai – 018264
Date of Birth/Age :	30.08.1963
Date of Appointment :	17.07.2006
Other Directorship :	M J Biopharma Private Limited Director U29249MH1987PTC044458 Avigo Capital Partners Private limited Director U67190DL2005PTC141426 Avigo Trustee Company Private limited Director U74999DL2005PTC144251 Super Hoze Industries Private Limited Director U34300DL2005PTC133336
Name :	Mr. Suresh Kumar Goenka
Designation :	Director
Address :	P – 119, CIT Road, Scheme VIM, Fulbagan, Kolkata – 700054, West Bengal, India
Date of Birth/Age :	23.08.1956
Date of Appointment :	26.09.2007
Other Directorship :	Midas Touch Health Care Private Limited Director U85110WB2004PTC100165
Name :	Mr. Brij Bhushan Kathuria
Designation :	Director
Address :	6704 DLF, Phase – IV, Gurgaon – 122002, India
Date of Birth/Age :	11.04.1956
Date of Appointment :	26.09.2007
Name :	Mr. Shakti Kumar Banarjee
Designation :	Director
Date of Appointment :	15.11.2007
Name :	Mr. Arvind Kumar Bishnoi
Designation :	Director
Address :	Flat No.5, Old No.48, New No.58, 3^rd Main Road, Kasturibai Nagar, Adayar, Chennai – 600020, Tamilnadu, India
Date of Birth/Age :	29.11.1984
Date of Appointment :	01.06.2007
Name :	Mr. Satvinder Jeet Singh Sodhi
Designation :	Director
Address :	A-4, MCD Officer Flat Soami Nagar, New Delhi – 110017, India
Date of Birth/Age :	04.10.1952
Date of Appointment :	20.06.2007

KEY EXECUTIVES

Name :	Mr. Ajoy Dasgupta
Designation :	Executive Director – (Projects)
Name :	Mr. S K Mukherjee-
Designation :	Executive Director - (Products)
Name :	Mr. Sanjay Kumar
Designation :	Vice President (Technical)
Name :	Mr. K. B. Arora
Designation :	Chief Financial Officer
Name :	Mr. G. Palanikumar
Designation :	Vice President (Projects)

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As On 31.12.2010

Names of Shareholders	No. of Shares	Percentage of Holding
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Individuals / Hindu Undivided Family	19,022,456	37.69
Bodies Corporate	7,525,084	14.91
Sub Total	26,547,540	52.60
(2) Foreign
Total shareholding of Promoter and Promoter Group (A)	26,547,540	52.60
(B) Public Shareholding
(1) Institutions
Mutual Funds / UTI	3,762,081	7.45
Financial Institutions / Banks	13,000	0.03
Venture Capital Funds	705,557	1.40
Foreign Institutional Investors	2,121,913	4.20
Foreign Venture Capital Investors	5,169,147	10.24
Sub Total	11,771,698	23.32
(2) Non-Institutions
Bodies Corporate	9,230,683	18.29
Individuals
Individual shareholders holding nominal share capital up to Rs. 0.100 million	1,296,465	2.57
Individual shareholders holding nominal share capital in excess of Rs. 0.100 million	138,691	0.27
Any Others (Specify)	1,488,714	2.95
Trusts	11,102	0.02
Non Resident Indians	1,397,979	2.77
Clearing Members	9,261	0.02
Hindu Undivided Families	70,372	0.14
Sub Total	12,154,553	24.08
Total Public shareholding (B)	23,926,251	47.40
Total (A)+(B)	50,473,791	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)	50,473,791	-

BUSINESS DETAILS

Line of Business :

Subject Engaged in Providing Turnkey Solutions in Material Handling Projects and Manufacturing of Material Handling Equipments.

Products :

Products Description	Item code No.
Idlers and Pulleys	84313910
Structure	73089090
Crusher Components	84742010

PRODUCTION STATUS (AS ON 31.03.2010)

Particulars	Unit	Installed Capacity	Actual Production
Idlers	Nos.	120000	76783
Pulley	Nos.	2500	1971
Structure	Nos.	2400	1406
Crusher	Nos.	50	46
Crusher Component	Nos.	1000	929
Conveyor Systems	Nos.	5	--
Conveyor Component	Nos.	14300	8858
Feeder	Nos.	150	83
Feeder Component	Nos.	130	129
Screen	Nos.	90	62
Screen Component	Nos.	4200	3917
Iron and Steel Casting	MT.	1200	514
Ash Handling Plants	Nos.	7**	21316
Ash Handling Plants	Mtr	--	6
Ash Handling Plants	Sets	--	692
Ash Handling Plants	MT	--	196
Traveling Water Screens,	Nos.	20***	3229
Trash Cleaning machines (mechanical cleaning rakes) allied equipment and accessories	Sets	--	402

*As certified by management and relied upon by the auditors, as this is a technical matter.

# Excluding production capacities of job workers

@ Actual production Includes production for captive consumption

** Depending on the sue of the plant according to the Customers Specification

*** Depending on the size as per Customers Specification and application

GENERAL INFORMATION

No. of Employees :

2000 (approximately)

Bankers :

• Punjab National Bank

MID Corporate Branch, JMD Pacific Squre, Sector – 15, Part – II. Gurgaon – 122001, Haryana, India

• State Bank of India

Leather International Branch, MVJ Tower, 177/1, P H Road, Kilpauk, Chennai – 600010, Tamilnadu, India

• Vijaya Bank

Raja Garden, New Delhi – 110015, India

Facilities :

Secured Loans	31.03.2010 (Rs. In Millions)	31.03.2009 (Rs. In Millions)
From Banks
Term Loan	874.632	215.702
Export packing credit	240.795	60.958
Cash credit	1750.347	477.168
Short term (repayable within one year)	250.000	0.000
Buyers credit (repayable within one year)	117.251	0.000
Bills discounting	1585.547	130.913
Car loans	5.318	10.231
From Others	0	0
Car loan	34.042	10.699
Total	4857.932	905.671

Note:

1. Term Loans includes loan taken from State Bank of India amounting to Rs. 174.350 millions (previous year Rs. 214.702 millions) for new office of the Company at Sirusen, Chennai is secured by way of equitable mortgage over the leasehold rights of the Company’s land and building constructed thereon for ness noise and also further secured by the current assets of the Company.

Amount repayable within a rear Rs. 40.800 millions (previous year Rs. 44.200)

2 Term Loans include Corporate loan from Slain Bank of India amounting to Rs. 400.274 millions (previous year Nil) for part funding of escalation in cost of construction of company’s new office at Chennai and for meeting the working capital requirements is secured by way of charge on a pari passu basis. Amount repayable within a year Rs133.400 millions (previous year Rs. Nil)

3. Term loan and Corporate loan from Siren Bank of India mentioned in note 1 and 2 chose are also collaterally secured by:

a) Hypothecation of movable fixed assets owned by the Company and equitable mortgage over certain assets of certain directors (includes a relative of a directed of the company

b) Equitable mortgage over factory land and building at Bawal Haryana and Bhiwadi, Rajasthan at SP 490 and 497 industrial area belonging to the Company

Corporate loan is farther collaterally secured by equitable mortgage over land an which new office is constructed at Siruseri, Chennai, along with building constructed thereon belonging to the Company.

4 Term loan include loan taken from Yes Bank Limited amounting to Rs. 300.000 millions (previous year Rs. Nil), short term loans amounting which is secured by subservient charge on all current assets (present and future) of the Company. Amount repayable within year Rs. 80.000 millions (previous year Rs. Nil)

5 Cash credit amounting Rs. 1234.950 millions (previous year Rs. 477.168 millions) export packing credit amounting Rs. 240.795 millions (previous year Rs. 69.950 millions), short term loans amounting to Rs. 250.000 millions (previous Rs. Nil) and buyers credit amounting to Rs. 117.251 millions (preivous year Rs, Nil) are secured by first charge on the current assets of the company on pari passu basis. The charge on the current assets have further been extended to bills discounting amounting to Rs. 1585.546 millions (previous year Rs. 130.912 millions)

Of the above:

Cash credit dine term loan and buyers credit from certain banks are further primarily/collaterally secured by way of hypothecation of movable fixed assets of the company on a pari passu basis other than specifically funded through term loans and charge to State Bank of India.

6. Cash Credit, short term loans, export packing credit, buyers credit and bills discounting mentioned in note 5 above are further secured by first charge in favour of all the banks under multiple banking arrangement along with State Bank of India on parri passu basis over factory land and building at Bawal, Haryana and Bhiwadi, Rajasthan belonging to the company and further collaterally secured by equitable mortgage over certain assets of certain directors (includes a relative of a director) of the company.

7. Cash credit from banks also include an amount of Rs. 515.397 millions (previous year Rs. Nil) taken by erstwhile Tecpro Ashtech Limited secured by a pari passu charge on present and future goods, book debts, all other moveable assets, outstanding monies, claims, investments etc of erstwhile Tecpro Ashtrech Limited in terms of the deed of hypothecation and further secured by corporate guarantee given by the Fusion Fittings (I) Limited, holding company of erstwhile Tecpro Ashtech Limited and pledge of certain shares by certain directors of the company and collaterly secured by hypothecation of movable fixed assets owned by the company and equitable mortgage over certain directors (includes a relative of a director) of the company.

8. Car loans are secured by way of hypothecation of the respective vehicles.

9 All the above loan except car loans are also guaranteed by certain directors either by themselves and / or together with a relative of a director

• Secured loans mentioned in note 5 and 6 abort are under multiple banking arrangement along with Stale Bark of India for which equitable mortgage over the immovable properties belonging to the Company was created 29.03.2010 by Slate Bank of India by was of depose of title deeds and was confirmed by State Bank of India by issue of memorandum of entry dated 10.05.2010.

Unsecured Loans	31.03.2010 (Rs. In Millions)	31.03.2009 (Rs. In Millions)
Short term loans and advances (repayable within one year)
- From Bank	10.003	0.000
- From Directors	0.000	49.600
- From Others	0.000	42.308
Total	10.003	91.908

Banking Relations :	Good
Auditors :
Name :	BSR and Company Chartered Accountant
Address :	Building No. 10, 8^th Floor, Tower-B, DLF Cyber City, Phase – II, Gurgaon – 122002, India
Tel No.:	91-124-2549191
Fax No.:	91-124-2549101
Subsidiaries :	Tecpro Energy Limited Tecpro International FZE Tecpro Trema Limted Ajmer Waste Processing Company Private Limited Tecpro Systems (Singapore) Pte. Limited Bikaner Waste Processing Company Private Limited Tecpro Power Systems Limited (upto year ended 31.032009) Tecpro Trema Limited Ajmer Waste Processing Company Private Limited Tecpro international FZE Tecpro Systems (Singapore) Pte. Limited Bikaner Waste Processing Company Private Limited Tecpro Power Systems Limited (upto year ended 31 March 2009)* Tecpro Energy Limited
Enterprises over which key management personnel exercise significant influence :	Tecpro Energv Limited Tecpro Trema Limited Tecpro International FZE Tecpro Systems (Singapore) Pte. Limited Vasundhara Technologies India Private Limited Tecprir Engineers Private Limited Tecpro Paints Private Limited Hythro Power Corporation Limited Tecpro Stones Private Limited Tecpro Ashtech Limited (upto year ended 31.03.2009) Tecpro Power Systems Limited (upto year ended 31.03.2009)* Tecpro Infrastructures Private Limited (upto 20.12.2009) Fusion Fittings (I) Limited
Enterprises over which such individuals s~gnificantin fluence	Avigo Venture Investn~entsL imited

CAPITAL STRUCTURE

As On 31.03.2010

Authorised Capital :

No. of Shares	Type	Value	Amount
127900000	Equity Shares	Rs.10/- each	Rs.1279.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
44223791	Equity Shares	Rs.10/- each	Rs.442.238 Millions

(Of this 140000 shares (previous year 140000 shares) have been allotted as fully paid up pursuant to a contract without payment being received in cash)

(Of the 22437750 shares (previous year 22437750 shares) have been allotted as fully paid up by way of bonus shares premium account)

(Of the 16526291 shares (previous year Nil shares) have been allotted as fully paid up pursuant to the shares of amalgamation)

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		442.238	276.975	266.975
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		3079.559	1324.002	749.152
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		3521.797	1600.977	1016.127
LOAN FUNDS
1] Secured Loans		4857.932	905.671	248.983
2] Unsecured Loans		10.003	91.908	0.000
TOTAL BORROWING		4867.935	997.579	248.983
DEFERRED TAX LIABILITIES		0.000	5.746	7.004
TOTAL		8389.732	2604.302	1272.114
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		1208.340	267.245	208.142
Capital work-in-progress		110.060	544.689	216.055
INVESTMENT		94.181	228.078	155.850
DEFERREX TAX ASSETS		11.911	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	1061.457	793.151	328.957
	Sundry Debtors	9175.852	3874.860	2176.621
	Cash & Bank Balances	1820.128	955.033	400.245
	Other Current Assets	1985.402	316.271	7.849
	Loans & Advances	741.097	196.227	118.150
Total Current Assets		14783.936	6135.542	3031.822
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	6138.764	3636.530
	Other Current Liabilities	1235.439	512.636	1913.426
	Provisions	444.493	422.086	426.329
Total Current Liabilities		7818.696	4571.252	2339.755
Net Current Assets		6965.240	1564.290	692.067
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		8389.732	2604.302	1272.114

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2010	31.03.2009	31.03.2008
	SALES
		Income	7712.761	5817.617	4301.821
		Other Income	7045.684	1342.893	560.040
		TOTAL (A)	14758.445	7160.510	4861.861
Less	EXPENSES
		Cost of Goods Sold	10876.291	5336.617	3534.162
		Administrative and Selling Expenses	782.810	472.811	600.895
		Personnel Costs	628.281	370.305	0.000
		TOTAL (B)	12287.382	6179.733	4135.057
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		2471.063	980.777	726.804
Less	FINANCIAL EXPENSES (D)		714.272	130.783	44.311
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		1756.791	849.994	682.493
Less/ Add	DEPRECIATION/ AMORTISATION (F)		73.283	31.198	23.019
	PROFIT BEFORE TAX (E-F) (G)		1683.508	818.796	659.474
Less	TAX (I)		587.058	311.923	248.015
	PROFIT AFTER TAX (G-I) (J)		1096.450	506.873	411.459
	Profit / Loss brought forward of the transferor company for the year ended 31.03.2009		2.099	0.000
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		431.977	137.815
Less	APPROPRIATIONS
		Transfer to General Reserve	109.645	50.687	NA
		Interim Dividend	0.000	138.488
		Dividend Tax	0.000	23.536
		Proposed Dividend	132.671	0.000
		Proposed Dividend Tax	22.548	0.000
	BALANCE CARRIED TO THE B/S		1265.662	431.977
	EARNINGS IN FOREIGN CURRENCY
		Export Earnings	256.274	213.835
		Drawing and Designing	37.203	0.000
	TOTAL EARNINGS		293.477	213.835
	IMPORTS
		Raw Materials and Components	251.734	88.878
		Capital Goods	43.560	15.818	NA
	TOTAL IMPORTS		295.294	104.696
	Earnings Per Share (Rs.)
	Basic		25.22	18.86	15.98
	Diluted		25.19	18.62	15.96

KEY RATIOS

PARTICULARS		31.03.2010	31.03.2009	31.03.2008
PAT / Total Income	(%)	7.43	7.08	8.46
Net Profit Margin (PBT/Sales)	(%)	21.83	14.07	15.33
Return on Total Assets (PBT/Total Assets}	(%)	10.53	12.79	20.35
Return on Investment (ROI) (PBT/Networth)		0.48	0.51	0.65
Debt Equity Ratio (Total Liability/Networth)		3.60	3.48	2.55
Current Ratio (Current Asset/Current Liability)		1.89	1.34	1.30

LOCAL AGENCY FURTHER INFORMATION

Background:

Subject is an engineering company primarily engaged in designing, engineering, manufacturing, supply, installation and erection of material handling systems. Pursuant to the Schemes of amalgamation, Company's wholly owned subsidiary, Blossom Automotive Private Limited has been amalgamated with the Company effective 10.09.2009. Further, Tecpro Ashtech Limited and Tecpro Power Systems Limited have also been amalgamated with the Company effective 31.03.20 10. (also refer note 2 of schedule 14)

Consequently, these financial statements comprise the financial statements of the above mentioned entities.

Consequent to such amalgamations, the Company is also engaged in the business of:

(a) Manufacture of ash handling equipments and undertaking turnkey projects for ash handling Systems.

(b) Erection, Procurement and Construction contracts for setting up the power plants and also undertaking design and engineering services for power sector projects.

Amalgamation

Background and nature of business

First Scheme

The Hon'ble High Court of Delhi and the Hon'ble High Court of Rajasthan have approved the Scheme of Amalgamation of Company's wholly owned subsidiary Blossom Automotive Private Limited (Transferor company or Blossom) with Tecpro Systems Limited ("Transferee Company or Company or TSL") on 22.05.2009 and 10.07.2009 respectively. The Orders of the Hon'ble High Courts of Delhi and Rajasthan were duly filed with the respective Registrar of Companies and the Scheme of Amalgamation became effective on 10.09.2009.

Prior to amalgamation Blossom owned the factory premises at Bhiwadi in Rajasthan which had been exclusively let out to Tecpro Systems Limited for canying out manufacturing operations.

Second Scheme

The Hon'ble High Court of Bombay at Mumbai and the Hon'ble High Court of Delhi have approved the Scheme of Amalgamation of Tecpro Ashtech Limited (the First Transferor Company or TAL) and Tecpro Power Systems Limited (the Second Transferor Company or TPSL) with the Tecpro Systems Limited (the "Transferee Company" or "Company" or "TSL") vide their order dated 20.11.2009 and 04.03.2010 respectively. The First Transferor Company and the Second Transferor Company are hereinafter jointly referred to as "the Transferor Companies". The effective date of amalgamation being the last of the dates on which the certified copies of the orders of the High Courts have been filed with the Registrar of Companies at Mumbai and Delhi is 31.03.2010.

FORM 8:

Corporate identity number of the company	U74899DL1990PLC041985
Name of the company	TECPRO SYSTEMS LIMITED
Address of the registered office or of the principal place of business in India of the company	FB – 26, Tagore Garden, New Delhi – 110027, India
This form is for	Modification of charge
Type of charge	Relinquishment of charge for equitable mortgage
Particular of charge holder	State Bank of India Leather International Branch, MVJ Tower, 177/1, P H Road, Kilpauk, Chennai – 600010, Tamilnadu, India rajparis2726@yahoo.co.in
Nature of instrument creating charge	Relinquishment Letter Dated AGM / LIBC/ 142 Dated June 25, 2007
Date of instrument Creating the charge	25.06.2007
Amount secured by the charge	Rs.1398.500 Millions
Brief of the principal terms an conditions and extent and operation of the charge	Rate of Interests: Existing Terms and Conditions including rate of Interests remain unchanged except Relinquishment of charge on the collateral security given by blossom Automotive Private Limited situated at plot No.SP 496-497, Industrial Area, Bhiwadi – 301019. Terms of repayment: Existing Terms and Conditions including rate of Interests remain unchanged except Relinquishment of charge on the collateral security given by blossom Automotive Private Limited situated at plot No.SP 496-497, Industrial Area, Bhiwadi – 301019. Margin: Existing Terms and Conditions including rate of Interests remain unchanged except Relinquishment of charge on the collateral security given by blossom Automotive Private Limited situated at plot No.SP 496-497, Industrial Area, Bhiwadi – 301019. Extent and Operation of the Charge: Existing Terms and Conditions including rate of Interests remain unchanged except Relinquishment of charge on the collateral security given by blossom Automotive Private Limited situated at plot No.SP 496-497, Industrial Area, Bhiwadi – 301019.
Particulars of the property charged	Primary: Documents of title to goods and extension of charge over current assets and fixed assets. Equitable Mortgage over assets created or to be created out of bank at plot no. 11/A-17, S. No.240 at SIPCOT IT Park, Chennai. Collateral; Movable Fixed Assets, Equitable Mortgage Over the factory land and Building at No.2,3,4,25,26, and 27, Sector 7, Bawal, Haryana
Particulars of the present modification	Relinquishment of charge on the Industrial land in possession of blossom Automotive Private Limited measuring about 40110 sq. mtr app. Bearing Plot No. SP 496-497, Industrial Area, Bhiwadi – 301019.

FIXED ASSETS:

• Freehold Land
• Leasehold Land
• Building
• Leasehold improvement
• Plant and Machinery
• Furniture and Fitting
• Vehicles
• Computers
• Computers software
• Technical know-how

UNAUDITED STANDALONE FINANCIAL RESULTS FOR THE PERIOD ENDED 31.12.2010

Rs. In Millions

Particulars	Quarter ended 31.12.2010 (Unaudited)	Nine Months ended 31.12.2010 (Unaudited)
a) Income from Operations	4610.850	10075.301
b) Other Operating Income	9.079	47.700
Total	4619.929	10123.001
Expenditure
(a) (Increase)/decrease in Stock in Trade and work in progress	70.251	)425.482)
(b) Consumption of Raw Materials
- manufactured products	486.767	1322.874
- supplied to fabricators / site for fabrication	18.488	165.723
(c) Purchase of traded goods	609.051	1790.118
(d) Contract cost	2210.148	4406.753
(e) Other Direct Costs	194.552	461.162
(f) Employees Cost	222.317	623.349
(g) Depreciation and amortization	28.017	77.521
(h) Other Expenditure	292.786	761.699
Total	4132.377	9185.717
Profit From Operations before other Income Interest & Exceptional Items	487.552	937.284
Other Income	28.562	72.786
Profit before Interest and Exceptional items	516.114	1010.070
Interest expenses	211.256	604.290
Profit after interest before Exceptional items	304.858	405.780
Exceptional Items	--	--
Profit / (Loss) before Tax	304.858	405.780
Tax Expenses	105.868	140.910
Net Profit/(Loss) for the period	198.990	264.870
Paid Up Equity Share Capital ( Face Value of the share Rs.10/- each )	504.700	504.700
Reserves (Excluding Revaluation Reserves)	--	--
Earning Per Share (EPS) [Not Annulised]
-Basic	3.98	5.74
-Diluted	3.98	5.74
Public Share Holding
- Number of Shares	23926251	23926251
- Percentage of shareholding	47.40%	47.40%
Promoters and Promoter group share holding
a) Pledged / Encumbered
- Number of Shares	2103033	2103033
- Percentage of share (as a % of the total shareholding of promoter and promoter group)	7.92%	7.92%
- Percentage of shares(as a % of the total share capital of the company)	4.17%	4.17%
b) Non-encumbered
- Number of Shares	24444507	24444507
- Percentage of Share (as a % of the total shareholding of promoter and promoter group)	92.08%	92.08%
- Percentage of Share (as a % of the total share capital of the company)	48.43%	48.43%

Notes:

1. The statement of unaudited standalone financial results for the quarter and nine months ended 31.12.2010 has been prepared following the same accounting policies as were followed in the annual financial statements for the year ended 31.03.2010.

2. The figures for the previous period(s) / year have been re-grouped / recast, wherever necessary to make them comparable.

3. The Company made a fresh issue of 6,250,000 equity shares of the face value of Rs. 10 each for cash comprising 6,183,055 equity shares issued to public at a price of Rs. 355 and 66,945 equity shares issued to employees at a price of Rs. 338 per share. The allotment of these equity shares has been made by the Company at its meeting held on 08.10.2010.

4. The Equity Shares of the Company were listed on the National Stock Exchange of India Limited and the Bombay Stock Exchange Limited (‘the Stock Exchanges’) on 12.10.2010 and the provisions of Listing Agreement with the Stock Exchanges have become applicable to the Company from the said date.

5. The financial results and disclosures presented above for the quarter and nine months ended

31.12.2009 include the effect of amalgamations, effective from 31.03.2010 as the appointed date of the amalgamations was 01.04.2009. The impact of such amalgamations has been incorporated in the audited financial statements for the year ended 31.03.2010.

6. No investor complaint was pending at the beginning of the quarter. During the quarter, 61) complaints were received, out of which 599 complaints have been resolved and 12 complaints were pending as on 31.12.2010.

7. The unaudited standalone financial results for the quarter and nine months ended 31.12.2010 were reviewed by the Audit Committee and approved by the Board of Directors at their meeting held on 09.02.2011 and have undergone a ‘Limited Review’ by the Statutory Auditors of (lie Company. Further, the unaudited financial results for the quarter and nine months ended 31.12.2009 have not been reviewed,

SEGMENT WISE REVENUE, RESULTS AND CAPITAL EMPLOYED

Rs. In Millions

Sr. No	Particulars	Quarter ended 31.12.2010 (Unaudited)	Nine Months ended 31.12.2010 (Unaudited)
1	Segment Revenue
	a) Material handling system (including balance of plant)	4610.850	10075.301
	b) Setting up of power plant on EPC basis	-	--
	Total	4610.850	10075.301
	Less: Inter segment revenue	--	--
	Net Sales/Income from Operations	4610.850	10075.301
2.	Segment Results
	Profit/(Loss) before tax and interest from each segment
	a) Material handling system (including balance of plant)	491.136	925.967
	b) Setting up of power plant on EPC basis	--	--
	Total	491.136	925.967
	Less: i) Interest expense	211.256	604.290
	Add: i) Other un-allocable income net off un-allocable expenditure	24.978	84.103
	Total Profit / (loss) before tax	304.858	405.780
	Capital Employed (Segment Assets – Segment Liabilities)
	a) Material handling system (including balance of plant)	10040.253	10040.253
	b) Setting up of power plant on EPC basis	96.836	96.836
	c) Unallocated	(4271.755)	(4271.755)
	Total	5865.334	5865.334

Notes:

1) The segments have been identified in line with Accounting Standard (AS) 17 'Segment Reporting', taking into account the risks and return, organisation structure and internal reporting system.

2) Segment revenue includes net sales (sale of manufactured goods and traded goods), service income and contract revenue directly identifiable to the segment. Segment results and capital employed includes amounts directly identifiable to each of the segments and which can be allocated on a reasonable basis. Unallocable income includes interest income and other income that are not identifiable to the segments. Unallocable expenditure includes corporate expenditure which is not identifiable to any of the segments. Unallocated capital employed includes assets and liabilities which are not specifically allocable to individual segments.

3) The unaudited standalone financial results for the quarter and nine months ended 31.12.2010 were reviewed by the Audit Committee and approved by the Board of Directors at their meeting held on 09.02.2011 and have undergone a 'Limited Review' by the Statutory Auditors of the Company. Further, the unaudited standalone financial results for the quarter and nine months ended 31.12.2009 have not been reviewed.

WEBSITE DETAILS:

HISTORY:

Tecpro - 2002

• Manufacturer of conveyors and components 

Year 2003

• Turnkey system supplies in Material Handling Systems for smaller plants
• Turnover of INR 110 Millions

Year 2005

• Started manufacturing equipment like crushers, screens etc
• Turnkey systems with in-house capabilities
• Turnover of INR 1030 Millions
• New plant constructed at Bawal for manufacture of equipment.
• First major turnkey order from Rourkela Steel plant

Year 2006

• Major order for CHP from Reliance Infratech for Yamunanagar TPP received.
• Converted to Public Limited Co.
• Turnover doubled to INR 2310 Millions

Year 2007

• Repeat orders from Reliance for Hisar TPP and Rosa TPP
• Orders received for coal handling systems from Lanco Infratech for Amarkantak TPP at Korba and Punj Lloyd Ltd
• for Chhabbra TPP, Rajasthan. 
• Recognition of performance and growth –Selected for the “Emerging India 2007”award of CNBC 18/ICICI Bank in Infrastructure sector

Year 2008

• Receives turnkey order from Tata Power Co for the Maithon TPP.
• Wins the CHP contract from NTPC for Korba project
• Turnover reaches INR 4810 Millions.
• Acquires Mahindra Ashtech Limited and renamed as Tecpro Ashtech Limited

Year 2009

• Wins the contract for the coal handling system for the first 800 MW power plant in India.
• Turnover reaches Rs 7160 Millions.

Year 2010

• Wins the contract for the Balance of Plant contract for the 1 X 500 MW TPP from Chattisgarh State Power Generation Company Limited
• Tecpro AshTech Limited and Tecpro Power Systems Limited merged with Tecpro systems Limited w.e.f 01.04.2009.
• Turnover reaches Rs 14758 Millions.
• Won 2 orders for BOP from APGENCO for more than Rs 19 Billion

PROFILE:

Subject undertakes turnkey projects in Bulk Solids Handling Systems including raw material handling systems for power, steel, cement plants etc.

Subject installs conveyor systems consisting of belt conveyors, slat conveyors, bucket elevators etc., and manufactures equipment such as crushers, screens, feeders, conveyor components like Idlers and pulleys and undertakes structural steel fabrication.

Company has designed, manufactured and supplied material handling systems for different applications to various organizations in the infrastructure sectors across the country and abroad.

The key to success in turnkey project execution lies in the ability to manage resources, to provide quality products, timely deliveryand meeting the client’s requirement. This aspect of project management can be achieved through experience.

Subject has on its rolls, a successful and cohesive team to manage projects from concept to commissioning. Subject has engineers and executives with decades of experience in executing contracts of varied nature and sizes. The combined experience of their executives in material handling industry ensures that company’s client’s have access to technologically advanced and high quality products and services at competitive prices.

The components manufactured by comapny have passed the strict scrutiny of many inspection agencies such as MN Dastur, MECON, EIL, DESEIN, DCL, Jacobs H and G, Control Union etc.,

With facilities to design, engineer and manufacture conveyor components, equipment and structures, the company has the capability and technology to meet the client’s requirements.

The company is promoted by Mr. Ajay Kumar Bishnoi, Chairman and Managing Director and Mr. Amul Gabrani, Vice Chairman and Managing Director.

MANAGEMENT TEAM

The company is headed by 

Mr. Ajay Kumar Bishnoi, Chairman and Managing Director

- A management graduate with more than 31 years' experience in marketing and project management in Material Handling Industry

Mr. Amul Gabrani, Vice Chairman and  Managing Director

-An engineer and a management graduate with 28 years’ of experience in Marketing and Manufacturing of  Material handling systems. 

The key personnel who form the senior management team of the organisation are:

Material Handling Division:

Mr. Ajoy Dasgupta - Executive Director (Marketing)

Mr. Somen Kumar Mukherjee - Executive Director (Product Division) 

Design and Engineering:

Mr. Sanjay Kumar - Sr. Vice President (Technical) 

Project Management:

Mr. G Palanikumar - Sr. Vice President (Projects) 

Ash Handling Division:

The operations of Ash Handling Division are headed by Mr Amar Banerjee, Whole Time Director.

The project management of Ash Handling Division is headed by Mr Hariprasad.

Corporate Finance:

Mr. Kulbhushan  Arora - Chief Financial Officer

Mr. Pankaj Tandon, Company Secretary and Compliance Officer 

The Tecpro Board consists of Professionals with vast experience in their respective field:

BOARD DIRECTORS:

Mr. Ajay Kumar Bishnoi, is there Chairman and Managing Director. He holds a bachelor’s degree in commerce from St. Xaviers College, Kolkata and a master's diploma in business administration with an additional qualification in material management from the Institute of Management Development and Research, Pune. He started his career in 1978 as a management trainee in Bharat Forge Company Limited and has more than 31 years of experience in the material handling industry. Between 1979 and 2002 he was associated with various companies such as Eagle Flasks Limited, Usha Breco Limited, Beardsell Engineering (a division of Nava Bharat Ferro Alloys Limited) and Fenner (India) Limited. He joined there Board on April 6, 2002. 

Mr. Amul Gabrani, is there Vice-Chairman and Managing Director. He is also the founding member of there Company. He holds a bachelor's degree in mechanical engineering from Delhi College of Engineering and a master’s degree in business administration from the University of Delhi. He started his career with Ingersoll Rand in 1981 and has more than 28 years of experience in the material handling industry. He was associated with Voltas Limited from 1984 to 1986 and thereafter worked with Fenner (India) Limited until 1990. He has been a member of there Board of Directors since incorporation.

Mr. Aditya Gabrani, is a Whole-time Director of there Company. He holds a bachelor's degree in engineering from Delhi College of Engineering Delhi University. He joined there Board on November 10, 2010.

Mr. Arvind Kumar Bishnoi, is a Whole-time Director of there Company. He holds a bachelor's degree in engineering (electronics and communication) from SRM University, Chennai and master’s degree in business administration from Symbiosis Institute of Management, Pune. He joined there Board on April 1, 2005.

Mr. Amar Banerjee, is a Whole-time Director of there Company. He holds a bachelor’s degree in engineering (mechanical) from Jadhavpur University, Kolkata. He has 39 years of experience in ash handling industry. He was previously working with Mahindra Ashtech Limited and was responsible for marketing, manufacturing and sales division. He joined there Board on April 2, 2010.

Mr. Achal Ghai, is a Director on the Board of there Company. He holds a bachelor’s degree in commerce from Guru Nanak Dev University, Amritsar and a master's degree in business administration from University of Delhi. He has experience in corporate and investment banking and has worked with international banks across India, Dubai and Canada. He is on the board of several Indian and international companies and advises conglomerates in Canada, UK, Malaysia, Dubai and India. He joined there Board on November 24, 2005. 

Mr. Suresh Kumar Goenka, is an independent Director of there Company. He is a chartered accountant and holds a bachelor’s degree in commerce from St. Xavier’s College, Kolkata. He has more than 25 years of experience in legal, financial, taxation and other commercial matters in India and abroad. In the past he has been associated with Price Waterhouse and Co. Presently, he is pursuing his own practice in Goenka Suresh and Associates. He joined there Board on July 26, 2006.

Mr. Brij Bhushan Kathuria, is an independent Director of there Company. He is a chartered accountant and holds a Bachelor’s degree in sciences from Kurukshetra University. He has more than 26 years of experience in finance, taxation, auditing in India and abroad and has also served in senior management roles in companies based in Africa and Middle East. He joined there Board on July 26, 2006.

Mr. Satvinder Jeet Singh Sodhi, is an independent Director of there Company. He is a management accountant, chartered accountant, holds a bachelor’s degree in commerce from Government College, Chandigarh and is also a law graduate from University of Delhi. He has served as a civil service officer and in the past has held various senior key positions in government departments. He also served as the joint commissioner of industries, general manager - Delhi Finance Corporation and the chief executive officer of certain public sector enterprises. He earlier worked as the executive director of the Delhi Stock Exchange and has also been associated with committees of various ministries. Presently, he is the chief executive officer and executive director of Dr. B.L. Kapur Memorial Hospital, New Delhi. He joined there Board on June 20, 2007. 

Mr. Anunay Kumar, is an independent Director of there Company. He holds a bachelor's degree in mechanical engineering from the University of Ranchi and also holds a diploma in management from the All India Management Association, New Delhi. He has more than 43 years of work experience in the steel industry in India and abroad. In the past he has been associated with various companies such as, Mecon Limited and retired as its director (technology) in 2004. He also serves as a director of JSW Aluminium Limited and DESCON Limited. He joined there Board on June 20, 2007.

Mr. Sakti Kumar Banerjee, is an independent Director of there Company. He holds a bachelor's degree in civil engineering from Jadhavpur University. He was associated with NALCO as its chairman and managing director and is presently holding the position of the managing director of PervCom Consulting Private Limited. He joined there Board on November 15, 2007

Mr. Subrata Kumar Mitra, is an independent Director of there Company. He holds a bachelor’s degree from Bangabasi College, Kolkatta, master’s degree in science from Calcutta University and a master’s degree in business administration from the U.S. He has more than 25 years of experience in financial services sector. He has previously been associated with various organizations such as, Standard Chartered Bank, Mumbai, American Express Bank, GIC Mutual Fund and Aditya Birla Group. He joined there Board on April 2, 2010.

NEWS

Tecpro Systems Limited enters into Collaboration with Nanjin Triumph Kaineng Environment and Energy Company Limited, China for Wate Heat Recovery (WHR) Power Projects

Gurgaon, 05.02.2011: Tecpro Systems Limited (Tecpro), a key player in the power sector, providing turnkey solutions in material handling, coal and ash handling, Balance of Plant (BoP), which undertakes Engineering, Procurement and Construction (EPC) contracts In the power sector, has announced that it has entered into an exclusive collaboration agreement with Nanjing Triumph Kaineng Environment and Energy Company Ltd, China (NTK) for Waste Heat Power (WHR) Projects for the Indian Market.

NTK are the Leaders of WHR power plants in China, having executed more than 120 WHR Projects. WHR is a new concept being developed by the Indian Cement Industry where the exhaust gases produced during production of cement are used as fuel to produce power. Hence, this model of alternative energy for cement plants can generate anywhere between 2-25MW of power. Considering the shortage of coal, most cement producers are looking at the WHR model as a reliable low cost solution. Tecpro will now provide turnkey EPC solutions in WHR power projects to the Indian Cement Industry along with NTK as their technical associates.

About Tecpro Systems

Since the commencement of its operations in 2001, Tecpro has been instrumental in executing more than 1,000 material hancM!ng orders. The Company designs, engineers, manufactures, sells, commissions and services a range of systems and equipment tç provide turnkey projects for the core infrastructure related sectors like power, steel, cement and other industries. In order to expand its scope of services, Tecpro integrated the ash handling business of Tecpro Ashtech Limited (TAL), previously known as Mahincira Ashtech Limited, with its existing material handling operations by way of amalgamation. Today, Tecpro has in-house capabilities for providing comprehensive solutions in material and ash handling systems.

The Company has ventured into various complimentary businesses across different divisions of the power sector with a vision to build an integrated business serving the sector, As per CEA records, Tecpro received the highest number of orders for coal handling plants during the Eleventh Five-Year Plant (2007-2012). The company also forayed into the EPC segment for thermal power projects in 2007, in which it managed the erection and commissioning of the bolter, turbine and generator (BTG) packages along with undertaking the engineering, design, supply and commissioning of other equipment and services. Leveraging its capabilities in coal and ash handling, the Company has also taken up turnkey BoP contracts in the thermal power generation sector. The business undertaken by the company broadly comprises four segments viz. material handling solutions, ash handling solutions, BoP/EPC contracts and other businesses such as supply of air pollution control equipment.

FOREIGN EXCHANGE RATES

Currency	Unit	Indian Rupees
US Dollar	1	Rs.45.18
UK Pound	1	Rs.73.04
Euro	1	Rs.61.43

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	7
PAID-UP CAPITAL	1~10	6
OPERATING SCALE	1~10	6
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	7
--PROFITABILIRY	1~10	7
--LIQUIDITY	1~10	7
--LEVERAGE	1~10	7
--RESERVES	1~10	6
--CREDIT LINES	1~10	6
--MARGINS	-5~5	-
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	YES
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		59

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	-

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