MIRA INFORM REPORT

Report Date :

01.07.2011

IDENTIFICATION DETAILS

Name :	CBL COMBUSTION SYSTEMS PRIVATE LIMITED (w.e.f. 16.12.2010)
Formerly Known As :	COEN BHARAT LIMITED
Registered Office :	Chnadrababa Trust Mandir, Second Floor, 86, Dr. Annie Besant Road, Worli Naka, Mumbai – 400018, Maharashtra
Country :	India
Financials (as on) :	31.03.2010
Date of Incorporation :	10.06.1981
Com. Reg. No.:	024593
Capital Investment / Paid-up Capital :	Rs.2.500 Millions
CIN No.: [Company Identification No.]	U74999MH1981PLC024593
TAN No.: [Tax Deduction & Collection Account No.]	MUMC10233G
PAN No.: [Permanent Account No.]	AAACC1760A
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturer and service provider of combustion equipment, burners, burner management systems and combustion related accessories.
No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

Ba (51)

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

Maximum Credit Limit :	USD 295388
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a well established company having fine track. General financial position is good. Trade relations are reported as fair. Business is active. Payments are reported to be correct and as per commitments. The company can be considered 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 – 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 :	Chnadrababa Trust Mandir, Second Floor, 86, Dr. Annie Besant Road, Worli Naka, Mumbai – 400018, Maharashtra, India
Tel. No.:	91-22-24931891
Fax No.:	91-22-66425068
E-Mail :	cblmb@bom3.vnsl.net.in
Head Office :	301, Dheeraj Kawal, 3^rd Floor, LBS Marg, Vikhroli (West), Mumbai – 400 079, Maharashtra, India
Tel. No.:	91-22-25782062/ 63/ 65/ 66
Fax No.:	91-22-25782057
Corporate Office :	204 A, Delphi, 2nd Floor, Orchard Avenue, Hiranandani Gardens, Powai, Mumbai - 400 076, Maharashtra, India
Tel. No.:	91-22-2570 8707/8/9
Fax No.:	91-22-25708711
E-Mail :	marketing@coenbharat.com cblmb@bom3.vsnl.net.in

DIRECTORS

AS ON 14.09.2010

Name :	Mr. Rameshchandra L. Dalal
Designation :	Chairman and Director
Address :	201 – C, Grand Paradi Apartments, August Kranti Marg, Mumbai – 400 036, Maharashtra, India
Date of Birth/Age :	08.05.1925
Date of Appointment :	09.12.1982
Name :	Mr. Anand R. Dalal
Designation :	Director
Address :	201 – C, Grand Paradi Apartments, August Kranti Marg, Mumbai – 400 036, Maharashtra, India
Date of Birth/Age :	21.11.1955
Date of Appointment :	28.12.1988
Name :	Mr. J.N. Mehrotra
Designation :	Director
Address :	11, Podar House, Netaji Subhash Marg, Marine Drive, Mumbai – 400 020, Maharashtra, India
Date of Birth/Age :	03.06.1931
Date of Appointment :	07.09.1991
Date of Ceasing :	07.07.2008
Name :	Mr. Abhay J. Mehrotra
Designation :	Director
Address :	11, Podar House, Netaji Subhash Marg, Marine Drive, Mumbai – 400 020, Maharashtra, India
Date of Birth/Age :	01.12.1961
Date of Appointment :	17.08.1989
Date of Ceasing :	07.07.2008
Name :	Mr. Vijay Narasimha Mandayam
Designation :	Director
Address :	Coen Co. Inc, 100 Doster City Blvd Doster City, California – 94404, USA
Date of Birth/Age :	12.05.1965
Date of Appointment :	03.09.2007
Date of Ceasing :	31.05.2010
Name :	Mr. Earl Wade Schnell
Designation :	Director
Address :	Coen Co. Inc, 1510, Tanforan Avenue, Woodlan, California – 94404, USA
Date of Birth/Age :	11.06.1948
Date of Appointment :	03.09.2007
Date of Ceasing :	31.05.2010
Name :	Mr. Jairaj D. Udeshi
Designation :	Director and Managing Director
Address :	Rukshmani Gupte Path, Shivaji Park, Cross Road No.5, Shivaji Park, Mumbai – 400 016, Maharashtra, India
Date of Birth/Age :	28.10.1941
Date of Appointment :	05.08.1993
Name :	Mr. Jatin Praboth Parikh
Designation :	Director
Address :	B/4, Somnath Duplex, Near Gotri Naka, Vadodara – 390021, Gujarat, India
Date of Birth/Age :	01.02.1965
Date of Appointment :	07.07.2008
Date of Ceasing :	28.09.2008
Name :	Mr. Eduardo Emilo Couceiro
Designation :	Director
Address :	3 Rue Lavaux, Plappeville, 57050, France
Date of Birth/Age :	08.01.1968
Date of Appointment :	07.07.2008
Date of Ceasing :	05.08.1993

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 14.09.2010

Names of Shareholders	No. of Shares
Rameshchandra L. Dalal	1
Kunjlata Rameshchandra Dalal	1
Jairaj Dwarkadas Udeshi	1
Mabula Properties Private Limited, Mumbai	14250
Rameshchandra L. Dalal and Kunjlata Rameshchandra Dalal	2643
Ameet Rameshchandra Dalal and Kunjlata Rameshchandra Dalal	710
Predeep Rameshchandra Dalal and Rameshchandra Dalal	710
Dilip Dwarkadas Udeshi and Jairaj Dwarkadas Udeshi	50
Rameshchandra L. Dalal and Predeep Rameshchandra Dalal	350
Jairaj Dwarkadas Udeshi and Kalpana Jairaj Udeshi	4200
Anand Rameshchandra Dalal and Rupa Rameshchandra Dalal	1254
Anand Rameshchandra Dalal and Kunjlata Rameshchandra Dalal	830
Total	25000

AS ON 14.09.2010

Category	Percentage
Bodies corporate	57.00
Directors or relatives of Directors	43.00
Total	100.00

BUSINESS DETAILS

Line of Business :

Manufacturer and service provider of combustion equipment, burners, burner management systems and combustion related accessories.

GENERAL INFORMATION

No. of Employees :

Not Available

Bankers :

Syndicate Bank, Colaba Branch, Kartar Bhavan, A.B. Road, Colaba, Mumbai – 400 005, Maharashtra, India

Facilities :

SECURED LOAN	Rs. In Millions 31.03.2010	Rs. In Millions 31.03.2009
From Banks Cash Credit (secured by hypothecation of stocks and book debts and second charge on immovable properties ranking pari passu and personally guaranteed by two directors)	52.767	56.346
TOTAL	52.767	56.346
UNSECURED LOAN	Rs. In Millions 31.03.2010	Rs. In Millions 31.03.2009
Fixed Deposits (repayable within one year Rs.7.600 millions)	21.000	23.900
TOTAL	21.000	23.900

Banking Relations :	--
Auditors :
Name :	K C Mehta and Company Chartered Accountant
Address :	2nf Floor, Meghdhanush Race Course, Vadodara – 390007, Gujarat, India
Fellow Subsidiaries :	Coen Canada
Holding Company :	Coen Company Inc., USA / John Zink Co. LLC

CAPITAL STRUCTURE

AS ON 31.03.2010

Authorised Capital :

No. of Shares	Type	Value	Amount
50000	Equity Shares	Rs.100/- each	Rs.5.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
25000	Equity Shares	Rs.100/- each	Rs.2.500 Millions

(Out of the above 14250 (Previous year 14250) equity shares are held by the holding company Coen Company Inc., USA)

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		2.500	2.500	2.500
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		71.347	58.626	52.993
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		73.847	61.126	55.493
LOAN FUNDS
1] Secured Loans		15.566	52.767	56.346
2] Unsecured Loans		14.900	21.000	23.900
TOTAL BORROWING		30.466	73.767	80.246
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		104.313	134.893	135.739
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		19.267	21.795	23.918
Capital work-in-progress		0.000	0.000	0.000
INVESTMENT		0.061	0.025	0.025
DEFERREX TAX ASSETS		0.715	2.700	0.511
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	50.839	39.840	62.874
	Sundry Debtors	54.440	121.033	94.348
	Cash & Bank Balances	19.105	15.038	15.481
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	11.506	8.374	9.543
Total Current Assets		135.890	184.285	182.246
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	0.000	46.552	43.524
	Other Current Liabilities	46.031	19.356	25.813
	Provisions	5.589	8.870	3.355
Total Current Liabilities		51.620	74.778	72.692
Net Current Assets		84.270	109.507	109.554
MISCELLANEOUS EXPENSES		0.000	0.866	1.731
TOTAL		104.313	134.893	135.739

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2010	31.03.2009	31.03.2008
	SALES
		Income	186.949	262.844	386.232
		Other Income	6.009	6.427	2.683
		TOTAL (A)	192.958	269.271	388.915
Less	EXPENSES
		Cost of Materials	91.822	139.079	192.392
		Direct Expenses	23.344	21.626	38.897
		Employee Expenses	27.004	27.858	24.628
		Administrative and Other Expenses	31.956	35.486	33.139
		Selling and Distribution Expenses	3.548	5.183	13.264
		Increased / (Decreased) in Stock	(10.755)	14.452	58.713
		TOTAL (B)	166.919	243.684	361.033
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		26.039	25.587	27.882
Less	FINANCIAL EXPENSES (D)		9.007	12.438	19.874
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		17.032	13.149	8.008
Less/ Add	DEPRECIATION/ AMORTISATION (F)		3.505	3.029	3.579
	PROFIT BEFORE TAX (E-F) (G)		13.527	10.120	4.429
Less	TAX (I)		1.391	3.902	2.088
	PROFIT AFTER TAX (G-I) (J)		12.136	6.218	2.341
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		37.939	31.721	29.380
	BALANCE CARRIED TO THE B/S		50.075	37.939	31.721
	EARNINGS IN FOREIGN CURRENCY
		Export Earnings	NA	42.678	9.378
	TOTAL EARNINGS		NA	42.678	9.378
	IMPORTS
		Stores & Spares	NA	19.377	34.022
	TOTAL IMPORTS		NA	19.377	34.022
	Earnings Per Share (Rs.)		475.87	248.71	--

KEY RATIOS

PARTICULARS		31.03.2010	31.03.2009	31.03.2008
PAT / Total Income	(%)	6.28	2.31	0.60
Net Profit Margin (PBT/Sales)	(%)	7.24	3.76	1.15
Return on Total Assets (PBT/Total Assets}	(%)	8.72	4.91	2.15
Return on Investment (ROI) (PBT/Networth)		0.18	0.17	0.08
Debt Equity Ratio (Total Liability/Networth)		1.11	2.43	2.76
Current Ratio (Current Asset/Current Liability)		2.63	2.46	2.51

LOCAL AGENCY FURTHER INFORMATION

FINANCIAL PERFORMANCE:

Members will be happy to note that profitability of the company has improved as compared to previous year. Profit before tax has increased to Rs.13.527 Millions as compared to Rs.10.120 Millions. This is despite decrease in the turnover in the current year by Rs.75.895 Millions. The turnover has decreased despite good order book position. Some of the customers deferred the delivery and inspection resulting in lower turnover.

There is a marked improvement in the efficiency of operations. The total direct cost to the total income has reduced from 75.90% to 71.91% in the current year. As a result, gross profit has shown improvement. The gross profit to total income has increased to 31.21% as compared to 26% in the previous year. Better financial management has also reduced the interest cost from Rs.12.438 Millions to Rs.9.007 Millions with net reduction of Rs.3.431 Millions. However, more efforts are still required to reduce the interest cost and improve the recovery mechanism. The net profit after tax has improved to 5.96% of the total income as compared to 2.44% in the previous year. This is despite substantial reduction in the turnover. The selling and administration cost has marginally increased. This is because of fixed overheads and lower volume of business.

The outstanding in debtors as on 31^st March 2010 is Rs.54.440 Millions as compared to Rs.121.033 Millions in the previous year. Efforts are being made to improve the same further. The inventory has increased to Rs.50.839 Millions from Rs.39.840 Millions mainly on account of work-in-progress, which could not be completed on account of final inspection by the clients. Company has also reduced its creditors. The outstanding in sundry creditors is reduced to Rs.32.214 Millions as compared to Rs.46.552 Millions in the previous year. Company has also repaid some of the unsecured loans during the year.

FUTURE OUTLOOK:

The business prospects of the company are very bright. The upward journey has begun in the current year. Company has pending orders valuing more than Rs.320.000 Millions and it expects to receive further orders to the tune of Rs.80.000 Millions.

In view of the excellent order booked position and better business volume, their company has approached the bankers for increase in bank guarantee limits to cope up with the volume. Members will be pleased to note that company has expanded its product list and now includes many more products other than burners. The strong marketing network is being created to promote the same. There are plans to modernize and strengthen the quality control facilities.

BONUS SHARES:

As the company is having very good amount of Reserves and Surplus, the Directors have recommended to issue bonus shares in the ratio of one share for every one share held by capitalizing Rs.2.500 Millions

INCREASE IN AUTHORISED SHARE CAPITAL:

To meet the long term working capital requirements, the Directors propose to issue further shares and for which necessary increase in the authorized share capital is needed. The Directors have therefore proposed to raise authorized share capital from Rs.50lacs to Rs.10.000 Millions.

FORM 8:

This form is for	Modification of charge
Charge identification number of the modified	80017167
Corporate identity number of the company	U74999MH1981PLC024593
Name of the company	COEN BHARAT LIMITED
Address of the registered office or of the principal place of business in India of the company	86 A B Roadworli Naka, Mumbai – 400018, Maharashtra, India
Type of charge	Book Debts Immovable Property
Particular of charge holder	SYNDICATE BANK
Nature of description of the instrument creating or modifying the charge	Supplimental Hypothecation Agreement Dated 24-04-2009.
Date of instrument Creating the charge	24/04/2009
Amount secured by the charge	Rs.140.000 Millions
Brief particulars of the principal terms an conditions and extent and operation of the charge	Rate of Interest 15.00% + 2.5% Over and above PLR / PTLR with monthly rests. All the terms and conditions stipulated in the earlier agreements and secured shall be effective and applied. Terms of Repayment Specific SODH limit of Rs. 10.000 Millions to be repaid within 30-09-2009. All the terms and conditions stipulated in the earlier agreements and secured shall be effective and applied. Extent and Operation of the charge The bank shall have first charge in respect of the adhoc limit on the specific receivables. All the terms and conditions stipulated in the earlier agreements and secured shall be effective and applied.
Short particulars of the property charged	Stock and Book Debts at situated at Plot No. 230 Padra, Jambusar Highway, Dist. Baroda. Land, Factory building, office premises of the Company situated at the above address and receivables.
Date of latest modification prior to the present modification	28/11/2008
Particulars of the present modification	By the present modification Bank has sanctioned additional adhoc facility in the form of ADhoc SOD Limit for Rs. 10.000 Millions. All the terms and conditions stipulated in the earlier agreements and secured shall be effective and applied. Now the present limit stands at Rs.140.000 Millions.

CMT REPORT (Corruption, Money Laundering & Terrorism]

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

1] INFORMATION ON DESIGNATED PARTY

No records exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

2] Court Declaration :

No records exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

3] Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

4] Record on Financial Crime :

Charges or conviction registered against subject: None

5] Records on Violation of Anti-Corruption Laws :

Charges or investigation registered against subject: None

6] Records on Int’l Anti-Money Laundering Laws/Standards :

Charges or investigation registered against subject: None

7] Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

8] Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

9] Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

10] Press Report :

No press reports / filings exists on the subject.

CORPORATE GOVERNANCE

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

CONTRAVENTION

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

FOREIGN EXCHANGE RATES

Currency	Unit	Indian Rupees
US Dollar	1	Rs.44.72
UK Pound	1	Rs.71.95
Euro	1	Rs.64.79

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	6
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	6
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	6
--PROFITABILIRY	1~10	5
--LIQUIDITY	1~10	6
--LEVERAGE	1~10	6
--RESERVES	1~10	6
--CREDIT LINES	1~10	5
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		51

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

Financial condition (40%) Ownership background (20%) Payment record (10%)

Credit history (10%) Market trend (10%) Operational size (10%)

RATING EXPLANATIONS

RATING		STATUS	PROPOSED CREDIT LINE
>86	Aaa	Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums	Unlimited
71-85	Aa	Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums	Large
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small
11-25	Ca	Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity	Limited with full security
<10	C	Absolute credit risk exists. Caution needed to be exercised	Credit not recommended
-	NB	New Business	-

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.