MIRA INFORM REPORT

Report Date :

03.06.2011

IDENTIFICATION DETAILS

Name :	DF POWER SYSTEMS PRIVATE LTD.

Registered Office :	c/o Prima Group Ltd., Suite 605, 6/F., China Insurance Group Building, 141 Des Voeux Road Central

Country :	Hong Kong

Date of Incorporation :	25.06.2010

Com. Reg. No.:	52505395

Legal Form :	Private Limited Company

Line of Business :	Manufacturers of AC Generators with output capacity in the range of 1 MW to 52 MW for prime movers such as steam turbines, gas turbines, hydro turbines, wind turbines, diesel and gas engines.

RATING & COMMENTS

MIRA’s Rating :

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 :	No Operating Office in Hong Kong

Payment Behaviour :	---

Litigation :	---

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 – March 31^st, 2011

Country Name

Previous Rating

(31.12.2010)

Current Rating

(31.03.2011)

Hong Kong

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

Bottom of Form

Company name

DF POWER SYSTEMS PRIVATE LTD.

Company ADDRESS

Registered Head Office:-

RMJ Mandoth Towers, #37, 7th Cross, Vasanth Nagar, Bangalore‑560 052, India.

[Tel: 91-80-2201 7800; Fax: 91-080-2201 7850 / 851]

Hong Kong Principal Place of Business:-

c/o Prima Group Ltd.

Suite 605, 6/F., China Insurance Group Building, 141 Des Voeux Road Central, Hong Kong.

[Tel: 2376 3611; Fax: 2736 5115]

Holding Company:-

TD Power Systems Ltd., India.

Ultimate Holding Company:-

Toyo Denki Seizo KK, Japan.

Affiliated Companies:-

· Bangalore Beers & Wines, India.

· Chartered Capital & Investment Ltd., India.

· Nilarya Trading & Developers Private Ltd., India.

BUSINESS REGISTRATION NUMBER

52505395

COMPANY FILE NUMBER

F0017677

DATE OF INCORPORATION IN INDIA

7th February, 2007.

DATE OF REGISTRATION IN HONG KONG

25th June, 2010.

AUTHORIZED REPRESENTATIVE IN HONG KONG

Name	Address
Sanjay VAZE	Suite 605, 6/F., China Insurance Group Building, 141 Des Voeux Road Central, Hong Kong.

DIRECTORS

· Arjun KALYANPUR

· Mohib Nomanbhai KHERICHA

· Nikhil KUMAR

· Hitoshi MATSUO

SECRETARY

Name	Address
Bharatraj PANCHAL	House No. 12/4, Sai Nivas, III Cross Wind Tunnel Road, Avallappa Lane, Murugeshpalya, Bangalore-560 017, Karnataka, India.

GENERAL

DF Power Systems Private Ltd. was incorporated in India on 7th February, 2007 as a limited company. It has established a principal place of business in Hong Kong and was registered on 25th June, 2010 as a non-Hong Kong company under Part XI of the Hong Kong Companies Ordinance.

The subject does not have its own operating office. Its registered office is in a commercial service firm located at Suite 605, 6/F., China Insurance Group Building, 141 Des Voeux Road Central, Hong Kong known as Prima Group Ltd. which is handling its correspondences and documents.

The subject has no employees in Hong Kong.

To our knowledge, the subject is a subsidiary company of TD Power Systems Ltd. [TDPS] which is also an India-based firm. In turn, TDPS is a subsidiary of Toyo Denki Seizo KK, a Japan-based firm.

The subject is engaged in the same lines of business as TDPS which is going to be listed in India.

TDPS is one of the leading manufacturers of AC Generators with output capacity in the range of 1 MW to 52 MW for prime movers such as steam turbines, gas turbines, hydro turbines, wind turbines, diesel and gas engines.

TDPS also executes turbine generator [TG] island projects for steam turbine power plants with output capacity up to 52 MW using a Japanese turbine combined with its generator.

TDPS intends to use issue proceeds for the expansion of manufacturing plant in Dabaspet; construction of a project office in Bangalore city; repaying debt and working capital requirements.

Its subsidiary, India DF Power Systems Private Ltd., is in the business of engineering, procurement and construction [EPC], executing boiler-turbine generator [BTG] island projects and the balance of plant [BOP] portion for steam turbine power plants with output capacity from 52 MW up to 150 MW.

TDPS which has filed for an IPO (Initial Public Offering), is looking for acquisitions. It intends to use the proceeds for repayment of debt, funding working capital, and general corporate purposes including acquisitions. TDPS stated, “We, in accordance with the policies of our board, will have flexibility in applying the remaining net proceeds of the issue, for general corporate purposes including expansion of our existing facility, acquisition of fixed assets, investment in our entities who currently are or shall in the future be subsidiaries, associates or joint ventures, repayment of debt, strategic initiatives and acquisitions, brand building exercises and the strengthening of our marketing capabilities.”

The business of the subject in Hong Kong is not active.

Since the subject does not have its own operating office and has no employees in Hong Kong, consider it good for business engagements on secured basis.

COURT CASES: None per our.

FOREIGN EXCHANGE RATES

Currency	Unit	Indian Rupees
US Dollar	1	Rs.44.94
UK Pound	1	Rs.73.46
Euro	1	Rs.64.58

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	----

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%)

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.