MIRA INFORM REPORT

Report Date :

10.03.2011

Note : Registered Office of the company has been shifted from 803-804, Nicholas Piramal Tower, Peninsula, Corporate Park, G K Kadam Marg, Off S B Marg, Lower Parel, Mumbai – 400 013, Maharashtra, India to the present address w.e.f. 01.01.2011

IDENTIFICATION DETAILS

Name :	LEGRAND (INDIA) PRIVATE LIMITED
Registered Office :	61/62, Kalpataru Square, 6^th Floor, Off Andheri Kurla Road, Andheri (East), Mumbai – 400 059, Maharashtra
Country :	India
Financials (as on) :	31.12.2009
Date of Incorporation :	18.12.1961
Com. Reg. No.:	11-12219
CIN No.: [Company Identification No.]	U99999MH1961PTC012219
TAN No.: [Tax Deduction & Collection Account No.]	MUML04734C/NSKL00602A
PAN No.: [Permanent Account No.]	AAACM5009Q
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacture and Trader of Circuit Breakers and Distributor Boards.

RATING & COMMENTS

MIRA’s Rating :

A (63)

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 5100000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is an well established and a reputed company having fine track. Financial position of the company appears to be sound. Trade relations are reported as fair. Business is active. Payments are reported to be regular 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 :	61/62, Kalpataru Square, 6^th Floor, Off Andheri Kurla Road, Andheri (East), Mumbai – 400 059, Maharashtra, India
Tel. No.:	91-22-30416200
Mob No:	91-9819162458 (Mr. Manohar Shetty)
Fax No.:	91-22-30416201
E-Mail :	mehernosh.randeria@legrand.co.in Krishnan.ng@legrand.co.in
Website:	www.legrand.co.in
Factory 1 :	C D-4, MIDC Area, Ajantha Road, Jalgaon - 525 003, Maharashtra, India
Tel. No.:	91-257-226691 / 2 / 3
Factory 2 :	C A-2, MIDC Industrial Area, Malegaon Village, Sinnar, Nasik - 422 103, Maharashtra, India
Tel. No.:	91-235-220960 / 220959
Office North:	501-502, Som Datt Chambers II, 9 Bhikaji Cama Place, New Delhi - 110 066, India Tel. : 91-11-26175211 / 26170264 Fax : 91-11-26194830
Office West:	1/110 Anand Nivas, Dr. E. Moses Road, Worli, Mumbai - 400 018, Maharashtra, India Tel. : 91-22-24914745 / 24927945 Fax : 91-22-24974020
Offices – South	Located at · Chennai · Bangalore · Secunderabad · Kochi · Coimbatore
Branches :	Located at · Mumbai · Kolkata · Chennai · New Delhi

DIRECTORS

As On : 31.12.2009

Name :	Mrs. Urvashi Dipak Morarji
Designation :	Director
Address :	Vasant Vihar 8, Capmicheal Road, Mumbai – 400 026, Maharashtra, India
Date of Birth/Age :	08.10.1926
Date of Appointment :	14.08.1988
DIN No :	00922217
Name :	Mr. Olivier Marie Henri Gaston Bazil
Designation :	Director
Address :	07 Rue Massenet, Paris 16, France
Date of Birth/Age :	22.09.1946
Date of Appointment :	14.11.1996
DIN No :	01353301
Name :	Mr. Yves Daniel Raymond Martinez
Designation :	Managing Director
Address :	52, Rue Du Faubourg, Saint Martin, Sanlis-60300, France, India
Date of Birth/Age :	11.12.1948
Date of Appointment :	15.06.2009
DIN No :	02694951
Name :	Mr. Mukesh Chawla
Designation :	Additional Director
Address :	401, A, Rupal Height, Marian Colony, Boriwali (West), Mumbai-400 103, Maharashtra, India
Date of Birth/Age :	13.03.1959
Date of Appointment :	24.03.2009
DIN No :	02698963
Name :	Mr. Antoine Didier Marie Burel
Designation :	Additional Director
Address :	12, Allee De La Grange, Pissy Poville, Pissy Poville-76360, France
Date of Birth/Age :	22.12.1962
Date of Appointment :	29.09.2010
DIN No :	02935400

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 31.12.2009

Names of Shareholders	No. of Shares
B Ticino SPA, Italy	3599999
Legrand Nederland B V, Netherland	1
Total	3600000

AS ON 31.12.2009

Equity Share Breakup		Percentage of Holding
Category
Foreign holdings [Foreign institutional investors, Foreign Companies, Foreign Financial Institutions, Non-resident Indian or Overseas corporate bodies or others]		100.00
	Total	100.00

BUSINESS DETAILS

Line of Business :

Manufacture and Trader of Circuit Breakers and Distributor Boards.

Products :

Product Description	Item Code No.
Miniature circuit breakers	853620.03
Earth leakage circuit breakers	853620.04
Distribution boards	853810.09

PRODUCTION STATUS (As On 31.12.2009)

Particulars	Unit	Licensed Capacity	Installed Capacity	Actual Production
Circuit Breakers	Poles	NA	17796000	9962524
Wiring Accessories	Nos.	NA	30000000	24177373
Distribution Boards	Nos.	NA	Not ascertainable	13643
Time Switches	Nos.	NA	Not ascertainable	667

GENERAL INFORMATION

No. of Employees :

900 (Approximately)

Bankers :

· Union Bank of India

Industrial Finance Branch, 239, Vidhan Bhavan Marg, Nariman Point, Mumbai – 400 021, Maharashtra, India

· Canara Bank

84, Marthanda Building, Dr. Annie Besant Road, Worli, Mumbai - 400 018, Maharashtra, India

· BNP Paribas French Bank

Building, 62, Homji Street, Fort, Mumbai - 400 023, Maharashtra, India

· Bank of India

Cumballa Hill Branch, Mumbai - 400 036, Maharashtra, India

Facilities :

UNSECURED LOAN	31.12.2009 Rs. In Millions	31.12.2008 Rs. In Millions
Deferred Sales Tax Credit – Jalgaon Unit	135.298	135.298
Total	135.298	135.298

Banking Relations :	--
Auditors :
Name :	Lovelock and Lewes Chartered Accountant
Address :	Veer Savarkar Marg, Shivaji Park, Mumbai – 400 028, Maharashtra, India
Holding Company :	B Ticino SPA, Italy
Ultimate Holding Company :	Legrand SA, France
Subsidiaries :	Dipareena Electrical Private Limited CIN No.: U65990MH1971PTC015413
Fellow Subsidiaries :	Anam Legrand Company Limited., Korea Legland ST Marcellin, France Baco Constructions, France Legrand Elektrik Bufer Sanayi A S, Turkey Legrand - South Africa, South Africa Legrand (eying) Electrical Company Limited, China Legrand (S) Private Limited, Singapore Legrand (Shanghai) Trading Company, China Legrand Electric SA, Portugal Legrand Fael Legrand Antibes, France Legrand Australia PTY Limited, Australia Legrand SNC Dubai Legrand France Legrand SNC Singapore Legrand Isere Legrand Hungary Legrand Bticino GmbH, Germany Legrand Electric Limited, UK B Ticina Chille Rocom Legrand Pyrenees Legland Polska Ortronics, USA Legrand-GmbH, Germany Shenzhen Shidean Legrand Electric Production Company Limited, China Legrand SNC, France Legrand Strasbourg, France Pass and Seymour Legrand, USA Zucchini SPA, Italy Cablofil (I.C. M. Group), France B Ticino Thailand Limited, Thailand HPM Australia, Australia

CAPITAL STRUCTURE

As On : 31.12.2009

Authorised Capital :

No. of Shares	Type	Value	Amount
6000000	Equity Shares	Rs. 10/- each	Rs. 60.000 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
3600000	Equity Shares	Rs. 10/- each	Rs. 36.000 millions

Note : of the above

1. 3295000 shares were allotted as fully paid up bonus shares by capitalization of reserves.

2. 3599999 shares are held by B Ticino SPA, Italy, the holding company.

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.12.2009	31.12.2008	31.12.2007
SHAREHOLDERS FUNDS
1] Share Capital		36.000	36.000	36.000
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		1259.817	1437.146	1417.911
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		1295.817	1473.146	1453.911
LOAN FUNDS
1] Secured Loans		0.000	0.000	0.000
2] Unsecured Loans		135.298	135.298	130.913
TOTAL BORROWING		135.298	135.298	130.913
DEFERRED TAX LIABILITIES		0.000	0.000	18.209
TOTAL		1431.115	1608.444	1603.033
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		417.688	260.232	250.575
Capital work-in-progress		51.442	248.317	48.112
INVESTMENT		79.408	79.408	79.408
DEFERREX TAX ASSETS		17.195	34.942	21.651
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	426.320	567.319	395.512
	Sundry Debtors	1157.990	1160.809	1039.788
	Cash & Bank Balances	272.436	141.602	485.192
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	191.547	149.250	114.619
Total Current Assets		2048.293	2018.980	2035.111
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	808.195	745.164	623.216
	Other Current Liabilities	154.890	162.554	133.743
	Provisions	219.826	125.717	74.865
Total Current Liabilities		1182.911	1033.435	831.824
Net Current Assets		865.382	985.545	1203.287
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		1431.115	1608.444	1603.033

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.12.2009	31.12.2008	31.12.2007
	SALES
		Income	4185.427	3775.264	3118.857
		Other Income	133.197	113.380	106.788
		TOTAL (A)	4318.624	3888.644	3225.645
Less	EXPENSES
		Material Consumed	2625.591	2576.313	2012.415
		Operating and Other Expenses	820.163	984.345	704.903
		TOTAL (B)	3445.754	3560.658	2717.318
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		872.870	327.986	508.327
Less	FINANCIAL EXPENSES (D)		5.419	1.007	0.947
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		867.451	326.979	507.380
Less/ Add	DEPRECIATION/ AMORTISATION (F)		107.414	75.429	64.914
	PROFIT BEFORE TAX (E-F) (G)		760.037	251.550	442.466
Less	TAX (H)		270.495	91.921	157.571
	PROFIT AFTER TAX (G-H) (I)		489.542	159.629	284.895
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		1296.509	1293.237	1008.342
Less	APPROPRIATIONS
		Interim Dividend	570.000	120.000	0.000
		Tax on interim Dividend	96.871	20.394	0.000
		Transfer to General Reserve	48.954	15.963	0.000
	BALANCE CARRIED TO THE B/S		1070.226	1296.509	1293.237
	EARNINGS IN FOREIGN CURRENCY
		Export Earnings	71.225	37.887	33.297
		Freight	3.549	1.236	2.344
	TOTAL EARNINGS		74.774	39.123	35.641
	IMPORTS
		Raw Materials	391.751	531.436	413.786
		Stores & Spares	2.105	0.853	2.052
		Capital Goods	296.026	33.023	16.141
		Others	15.676	358.749	201.469
	TOTAL IMPORTS		705.558	924.061	633.448
	Earnings Per Share (Rs.)		135.98	44.34	79.14

KEY RATIOS

PARTICULARS		31.12.2009	31.12.2008	31.12.2007
PAT / Total Income	(%)	11.33	4.11	8.83
Net Profit Margin (PBT/Sales)	(%)	18.16	6.66	14.19
Return on Total Assets (PBT/Total Assets}	(%)	30.61	11.04	19.29
Return on Investment (ROI) (PBT/Networth)		0.59	0.17	0.30
Debt Equity Ratio (Total Liability/Networth)		1.02	0.79	0.66
Current Ratio (Current Asset/Current Liability)		1.73	1.95	2.45

LOCAL AGENCY FURTHER INFORMATION

FINANCIAL RESULTS

During the year, the income of the Company stood at Rs.4318.625 millions. Profit before tax is Rs. 760.037 millions as compared to Rs.251.550 millions for the previous year. Profit after tax during the year is Rs.489.542 millions as against the figure of Rs. 159.629 millions for the previous year.

CONTINGENT LIABILITIES

PARTICULAR	As On 31.12.2009 (Rs. In Millions)
(a) Claims against the company not acknowledged as debts :
Sales Tax	319.281
Customs Duty	4.452
Excise Duty – Cases pending at factory	20.989
Customs Duty – Show cause cum demand for imported goods not intended fro retails	31.231
(b) Claims, if any, by Custom Authorities on final assessments towards SVB Deposits	Not Ascertainable
(c) Bank Guarantees	1538

FORM NO. 8

Name of the company

LEGRAND (INDIA) PRIVATE LIMITED

Presented By

Shri KVS Shyam Sunder, Asst. General Manager, Union Bank of India, Industrial Finance Branch, 239, Vidhan Bhavan Marg, Mumbai – 400 021

1) Date and description of instrument creating the change

15.04.1993

· Hypothecation (Goods) Agreement

· Agreement for Book Debts

· Packing Credit Agreement

(All the above documents constitute a single charge)

2) Amount secured by the charge/amount owing on the securities of charge

Rs.7.000 millions

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

· Hypothecation of raw materials, stock in process and finished goods lying at 1/110, Anand Niwas, Dr E Moses Road, Worli, Mumbai 400 018 and D-4, MIDC, Industrial Area, Jalgaon 425 003 or wherever else the same may be.

· All the present and future book debts, outstanding moneys receivable claims bills contracts, securities, investment rights and assets.

· All the goods meant for export as per confirmed sale contracts approved by the bank and / or Letters of Credit opened in favour of the borrower.

4) Gist of the terms and conditions and extent and operation of the charge.

The terms and conditions under Working Capital limits are as :

Nature of Limit	Amount (in millions)	Interest	Margin
C C (Hyp) W/w	7.000	20.75%	30%
P C	(2.500)	14.50%	10%
Bk-Debts	(3.000)	20.75%	40%

5) Name and Address and description of the person entitled to the charge.

Union Bank of India

Industrial Finance Branch, 239, Vidhan Bhavan Marg, Nariman Point, Mumbai – 400 021, Maharashtra, 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

· Buildings

· Leasehold Improvements

· Plant and Machinery

· Press Tools and Moulds

· Electrical Fittings

· Furniture and Fittings

· Office Equipment

· Vehicles

· Computers

WEB SIDE DETAILS

Profile

Subject is the global specialist in electrical and digital building infrastructures. Be it residential, commercial or industrial building, we propose a complete solution for every project. Their geographical reach, access across market segments and their ability to cater to new requirements of the customer with smart solutions makes us a Multipolar group.

Globally, we are the leaders in wiring devices and cable management with a market share of 19% and 15% respectively. Subject also enjoys leadership positions in at least one of its major business areas in a number of countries including India. Discover Legrand’s multipolarity and its ability to leverage it’s global knowledge to customize it’s offerings locally and providing end-to-end solutions across categories and sectors. Choosing Legrand means the assurance of benefiting from its global expertise and local reach

NEW AND UPDATES

The Economic Times Asia ITEX 2010 was milestone event that was assist the Indian IT and Converging Technology companies, traders, importers, suppliers and end users to leapfrog into the future. It will bring industry leaders, analysts, government agencies, academia, integrators and decision makers on this fertile platform. One platform to network, integrate, promote and establish a company’s presence.

The Economic Times Asia IT Expo 2010 also provided the ideal platform for upcoming players in this industry to establish their presence and spotlight their expertise. In other words, this one of this kinds expo is a dipstick for future developments and trends of Indian Converging Technologies market. Tradeindia.com like most of the previous editions participated at the show as its online media partner and promoted the show among all its subscribers. The event turned out to be a prospective platform for the b2b portal to meet the giants industry at the same time familiarizing them with its products and services.

Their representatives met the fellow exhibitors and the visiting buyers and disseminated information on the Indian business community listed in our portal. They distributed Trade India DVD Roms, which would help the specific trading fraternity to source quality products from Indian suppliers based across the length and breadth of the country. The DVD Roms were offered in Trade India’s bags, which attracted many a eyes at the venue with their marked red and yellow radiance.

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.45.02
UK Pound	1	Rs.72.70
Euro	1	Rs.62.54

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	7
PAID-UP CAPITAL	1~10	7
OPERATING SCALE	1~10	7
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	7
--PROFITABILIRY	1~10	7
--LIQUIDITY	1~10	7
--LEVERAGE	1~10	7
--RESERVES	1~10	7
--CREDIT LINES	1~10	7
--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		63

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.