MIRA INFORM REPORT

Report Date :

09.06.2011

IDENTIFICATION DETAILS

Name :	MASIBUS AUTOMATION AND INSTRUMENTATION PRIVATE LIMITED (w.e.f. 15.12.2005)
Formerly Known As :	Masibus Process Instruments Private Limited
Registered Office :	No. B/30, Sector 25, GIDC, Electronic Estate, Gandhi Nagar – 382 004, Gujarat
Country :	India
Financials (as on) :	31.03.2010
Date of Incorporation :	21.09.1987
Com. Reg. No.:	04-9994
Capital Investment/ Paid-up Capital:	Rs.26.000 millions
CIN No.: [Company Identification No.]	u32201gj1987ptc009994
PAN No.: [Permanent Account No.]	AAACM9906A
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturer of Instrumentation Control Equipments and Pumps.
No. of Employees :	120 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

Ba (45)

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

Maximum Credit Limit :	USD 360000
Status :	Satisfactory
Payment Behaviour :	Usually Correct
Litigation :	Clear
Comments :	Subject is an established company having satisfactory track. Trade relations are reported as fair. Business is active. Payments are reported to be usually 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.

INFORMATION PARTED BY

Name :	Mr. Samir Jani
Designation :	Account Manager
Date :	08.06.2011

LOCATIONS

Registered Office /Factory :	No. B/30, Sector 25, GIDC, Electronic Estate, Gandhi Nagar – 382 004, Gujarat
Tel. No.:	91-79-23287275/ 23287276/ 23287277-79/ 23242950/ 49/ 14/ 13
Mobile No.:	91-9898586924 (Mr. Sanjeev Chakraborty)
Fax No.:	91-79-23287281-82/ 23242888/ 89
E-Mail :	sales@masibus.com accounts@masibus.com subi@masibus.com
Website :	www.masibus.com
Area :	10000 sq. ft. (Owned)
Location :	Owned
Branches Office :	Located at: · Ahmedabad · Goa · Bhopal · Chennai · Hyderabad · Bengaluru · Kolkata · Pune · Surat · Vadodara · New Delhi · Mumbai
Overseas Office :	Located at: · UAE · Singapore

DIRECTORS

As on 24.07.2010

Name :	Mr. Subramaniam Krishnamurthy
Designation :	Managing Director
Address :	415/1, Sector 29, Gandhinagar – 382 029, Gujarat , India
Date of Birth/Age :	06.01.1950
Qualification :	B.E.
Date of Appointment :	21.09.1987
DIN No.:	00022552
Name :	Ms. Vidya Subramaniam
Designation :	Director
Address :	415/1, Sector 29, Gandhinagar – 382 029, Gujarat, India
Date of Birth/Age :	20.02.1958
Qualification :	Post Graduate, Diploma in HRM
Date of Appointment :	09.09.1994
DIN No.:	00022694
Name :	Mr. Hasmukh Ugrchand Gadhecha
Designation :	Director
Address :	105, Aalay Flats, Near Vijay Cross Road, Navrangpura, Ahmedabad – 380 059, Gujarat, India
Date of Birth/Age :	13.06.1962
Qualification :	Electrical Engineer
Date of Appointment :	02.04.1990
DIN No.:	00017856
Name :	Mr. Domnic Joseph Cordeiro
Designation :	Director
Address :	A-1/201, Royal Enclave, Near Asopalav Bungalow Thaltej, Ahmedabad-380 059, Gujarat, India
Date of Birth/Age :	21.08.1956
Qualification :	Electric Engineer
Date of Appointment :	01.04.2002
DIN No.:	00022731
Name :	Mr. Sohrab Bezun Daver
Designation :	Director
Address:	C/404, Tulip Building, Powai, Mumabi-400076, Maharashtra, India
Date of Birth/Age :	22.09.1950
	Electric Engineer
Date of Appointment :	21.05.2005
DIN No.:	00022664

KEY EXECUTIVES

Name :	Mr. Samir Jani
Designation :	Account Manager

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 24.07.2010

Names of Shareholders (Equity Shares)	No. of Shares
K. Subramanian	984000
Lata Shah	70000
Gaurav Gadhecha	101920
S Sinandhan	73500
S Ashwin	73500
Vidya Subramanian	664000
Surendra Shah	50000
Manan Shah	47000
H U Gadhecha (HUF)	210080
K Suramanian (HUF)	25000
Hasmuk U Gadhecha	130000
D J Cordeiro	156000
Arohi S Shah	5000
S.S. Shah (HUF)	5000
Manan S Shah (HUF)	5000
Total	2600000

Equity Share Breakup (Percentage of Total Equity)

(AS ON 30.09.2010)

Category	Percentage
Directors or relatives of directors	100.00
Total	100.00

BUSINESS DETAILS

Line of Business :

Manufacturer of Instrumentation Control Equipments and Pumps.

Products :

· Process Controller

· Digital Indicators

· Calibrator

· Transmitters

· Industrial Scanners and Datalogger

· Power Products

· Conditions Monitoring Division

· Interface Cards

· Signal Isolator

· MODBUS I/O

Product Description	ITC Code
Data Logger and Scanner	--
Digital Panel Meter/ Isolator	--
Temperature Controller	--

Terms :

Selling :

Cash, Credit (30-60 days)

Purchasing :

Cash, Credit (30-60 days)

PRODUCTION STATUS AS ON (31.03.2010)

Particulars	Unit	Actual Production
Electronics Trading Instruments	Nos.	71619

GENERAL INFORMATION

Customers :

OEM’s and Manufacturer

(As on 31.03.2009)

· Avant-Garde Engineers and Consultants Private Limited

· M N Dastur and company (Private) Limited

· Bharat Aluminium Company Limited

· Hindalco Aditya Birla Group

· Holcim

· Tata Consulting engineering Limited

· Essar Steel Limited

· Hindustan Zinc Limited

· Jindal Stainless Limited

· Steel Authority of (India) Limited

· TATA Steel

· Visakhapatnam Steel Plant

· Gujarat State Ele. Corporation Limited

· JSW Steel and Power Limited

· NHPC Limited

· The Tata Power Company Limited

· NTPC Limited

· Utratech Cement Limited

· Ambuja Cement Limited

· Gujarat Alkalies and Chemicals

· Gulbrandsen Chemicals Private Limited

· Rashtriya Chemicals and Fertilizers

· Reliance Inds. Limited

· Bharat Heavy Electrical Limited

· Crompton Greaves

· Transformers and Rectifiers (India) Limited

No. of Employees :

120 (Approximately)

Bankers :

· HDFC Bank Limited, HDFC Bank House, Senapati Bapat Marg, Lower Parel (West), Mumbai-400013, Maharashtra, India

· Small Industries Development Bank of India, Navjivan Amrut Jayanti Bhavan, 1^st Floor, Navjivan P O Ahmedabad – 380 014, Gujarat, India

· Kotak Mahindra Bank Limited, 36-38A, Nariman Bhavan, 227, D, Nariman Point Branch, Mumbai-400021, Maharashtra, India

· State Bank of India, Panji Branch, Panji- Goa, India

Facilities:

Secured Loans	31.03.2010 Rs. in Millions	31.03.2009 Rs. in Millions
Cash Credit (Secured against hypothecation of stocks and book debts)	34.998	42.190
Term Loan	4.211	4.304
Vehicle Loans	0.000	0.122
Total	39.209	46.616
Unsecured Loans	31.03.2010 Rs. in Millions	31.03.2009 Rs. in Millions
Deposits from Shareholders	2.210	9.210
Total	2.210	9.210

Banking Relations :	--
Auditors :
Name :	A K Shah And Company Chartered Accountant
Address :	423, Super Mall, Opposite Lal Bungalow C G Road, Ahmedabad – 380009, Gujarat, India
Subsidiaries :	Masibus automation and instrument (FZC)

CAPITAL STRUCTURE

(AFTER As on 31.03.2010)

Authorised Capital :

No. of Shares	Type	Value	Amount
3000000	Equity Shares	Rs.10/- each	Rs.30.000 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
2600000	Equity Shares	Rs.10/- each	Rs.26.000 millions

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		26.000	22.500	22.500
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		63.016	34.550	28.158
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		89.016	57.050	50.658
LOAN FUNDS
1] Secured Loans		39.209	46.616	21.338
2] Unsecured Loans		2.210	9.210	6.373
TOTAL BORROWING		41.419	55.826	27.711
DEFERRED TAX LIABILITIES		1.277	1.739	1.929
TOTAL		131.713	114.615	80.298
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		20.420	20.583	22.810
Capital work-in-progress		0.000	0.000	0.000
INVESTMENT		2.859	2.828	2.826
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	34.852	43.692	27.214
	Sundry Debtors	88.506	73.710	70.322
	Cash & Bank Balances	18.474	15.835	6.573
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	11.021	10.749	11.295
Total Current Assets		152.853	143.986	115.404
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditor	22.952	26.648	0.000
	Other Current Liabilities	10.990	16.144	47.489
	Provisions	10.477	9.989	13.253
Total Current Liabilities		44.419	52.781	60.742
Net Current Assets		108.434	91.204	54.662
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		131.7 13	114.615	80.298

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2010	31.03.2009	31.03.2008
	SALES
		Gross Sales and Other Income	300.455	249.985	218.320
		TOTAL	300.455	249.985	218.320
Less	EXPENSES
		Salary and Staff Expenses
		Cost of Goods sold	261.226	228.697	192.765
		Administrative Expenses
		Rent
		TOTAL	261.226	228.697	192.765
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION		39.229	21.288	25.555
Less/ Add	DEPRECIATION/ AMORTISATION		4.365	3.279	3.802
	PROFIT BEFORE TAX		34.864	18.009	21.753
Less	TAX		9.462	7.668	8.310
	PROFIT AFTER TAX		25.402	10.341	13.443
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		6.963	5.570	10.981
Less	APPROPRIATIONS
		Transfer to General Reserve	15.000	5.000	15.000
		Dividend	3.375	3.375	3.375
		Tax on Dividend	0.561	0.574	0.478
	BALANCE CARRIED TO THE B/S		13.429	6.962	5.571
	Export Value		4.265	5.728	5.250
	Import Value		59.653	52.582	29.080
	Earnings Per Share (Rs.)		9.77	4.60	---

KEY RATIOS

PARTICULARS		31.03.2010	31.03.2009	31.03.2008
PAT / Total Income	(%)	8.45	4.14	6.16
Return on Total Assets (PBT/Total Assets}	(%)	20.12	10.76	0.43
Return on Investment (ROI) (PBT/Networth)		0.39	0.32	0.43
Debt Equity Ratio (Total Liability/Networth)		0.96	1.90	1.75
Current Ratio (Current Asset/Current Liability)		3.44	2.73	1.89

LOCAL AGENCY FURTHER INFORMATION

DETAILS OF SUNDRY CREDITORS

(Rs. in Millions)

Particulars	31.03.2010	31.03.2009	31.03.2008
Sundry Creditors for Goods and Expenses	22.951	26.648	NA
Total	22.951	26.648	NA

Performance Review:

The Income of the company has increased from Rs. 249.985 Millions to Rs. 300.455 Millions compared to previous year, an increase of Rs. 50.470 Million. The net profit after tax has increased from Rs. 10.341 Millions to Rs. 25.922 Millions compared to previous year.

Overview:

The past years have seen a consolidation of the company’s position and strength as a provider of complete engineering solution in its chosen fields. This has been the result of concerted and systematic efforts in several areas: a) restructuring and re-organisation b) technology acquisition c) business alliances through IT and HR practices.

The focus on strength, particularly in the engineering fields, and on ways of to enhance the productivity of the funds engaged in the business, will help the company face the volatile economic environment in the future.

Contingent Liability not provided for:

(Rs in Millions)

Particulars	31.03.2010	31.03.2009
Outstanding Guarantee given by banks on behalf of the company	10.285	12.007

Bankers Charges Report as per Registry

Corporate identity number of the company	u32201gj1987ptc009994
Name of the company	MASIBUS AUTOMATION AND INSTRUMENTATION PRIVATE LIMITED
Address of the registered office or of the principal place of business in India of the company	No. B/30, Sector 25, GIDC, Electronic Estate, Gandhi Nagar – 382 004, Gujarat
This form is for	Modification of Charge
Charge identification number of the charge to be modified	10134441
Type of charge	Immovable Property Book Debts Movable Property Others
Particular of charge holder	Kotak Mahindra Bank Limited, 36-38A, Nariman Bhavan, 227, D, Nariman Point Branch, Mumbai-400021, Maharashtra, India
Nature of instrument creating charge	Supplementary Deed of Hypothecation Deed of Mortgage
Date of instrument Creating the charge	03.05.2011
Amount secured by the charge	Rs. 176.000 Millions
Brief of the principal terms an conditions and extent and operation of the charge	Rate of Interest TL II – Floating over the tenure of the facility. The Rate of Interest has been arrived on the basis of the Bank’s Base Rate. Terms of Repayment TL II - 1. Loan shall be repaid by way of 36 EMIs starting from month following the month of first disbursement of Term Loan. 2. EMIs shall be recovered by ways of debit to Current Account of the Borrower with the Bank. OR EMIs shall be recovered by Banking PDCs on respective due dates. Margin TL II - 25% Extent and Operation of the charge 1. First and exclusive Charge by way of Hypothecation of Current assets & Movable fixed assets both present & future of the Borrower, in favour of Kotak Mahindra Bank to secure the financial facilities granted by the Bank to the Borrower. 2. First and exclusive Charge by way of Mortgage on Immovable property of the Company, in favour of Kotak Mahindra Bank to secure the financial facilities granted by the Bank to the Company.
Short particulars of the property charged	The whole of Borrower's Current assets and Movable fixed assets both present and future , as described in Schedule Supplementary Deed of Hypothecation. All that piece and parcel of the land bearing Plot No. 809 in the B-30, situated in the GIDC Electronic Industrial area Gandhinagar, more particularly described in SCH-II (Prot.-I) to the DOM. All that piece and parcel of the land bearing Plot No. B-46 and Plot No. B-47, situated in the GIDC Electronic Industrial area 25, Gandhinagar, more particularly described in SCH-II (Prot.-II) to the DOM.
Date of instrument modifying the charge	04.11.2010
Particulars of the present modification	Bank had granted facilities of Rs.85.000 Millions to Borrower which was secured by Hypothecation of Current and Movable fixed assets on 25.11.08. Additional security was offered by Mortgage on Immovable property of company on 20.03.09. Said charge was modified from time to time on 24.03.2010 and 04.11.2010. Now bank has granted additional facilities of Rs.16.000 Millions to the Company and said charge is modified and extended to the increase total facilities of Rs.176.000 Millions

Name of the company	MASIBUS PROCESS INSTRUMENTS PRIVATE LIMITED
Presented By	Mr. K Subramaniam
1) Date and description of instrument creating the change	1) Guarantee Agreement for Small Industrial Advances (Term Loan) dated 29.04.2004. 2) Guarantee Agreement for Small Industrial Advances (Working Capital Finance) dated 29.04.2004
2) Amount secured by the charge/amount owing on the securities of charge	Nil
3) Short particular of the property charged. If the property acquired is subject to charge, date of the acquired of the property should be given	Corporate Guarantee of Masibus Process Instruments Private Limited in favour of State Bank India for the Demand Cash Credit of Rs. 1.500 Millions and Medium Term Loan of Rs. 2.060 Millions borrowed by Masibus Electronics Private Limited, their group company.
4) Gist of the terms and conditions and extent and operation of the charge.	Nil
5) Name and Address and description of the person entitled to the charge.	State Bank of India, Panji Branch, Panji- Goa, India
6) Date and brief description of instrument modifying the charge	Not Applicable
7) Particulars of modifications specifying the terms and conditions or the extent of operations of the charge in which modification is made and the details of the modification.	Not Applicable

Fixed assets:

· Land

· Factory Building

· Plant and Machinery

· Office Equipments

· Vehiclesa

· Furniture and Fixture

· Fax

· Computer Software

· EPABX Systems

· Electric Fittings

· Air Conditioners

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.44.61
UK Pound	1	Rs.73.28
Euro	1	Rs.65.47

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	5
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	5
--PROFITABILIRY	1~10	5
--LIQUIDITY	1~10	5
--LEVERAGE	1~10	5
--RESERVES	1~10	5
--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		45

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.