MIRA INFORM REPORT

Report Date :

27.05.2011

IDENTIFICATION DETAILS

Name :	BRY-AIR (ASIA) PRIVATE LIMITED
Registered Office :	20 Rajpur Road, New Delhi– 110054, Delhi
Country :	India
Financials (as on) :	31.03.2010
Date of Incorporation :	12.10.1981
Com. Reg. No.:	55-012456
Capital Investment / Paid-up Capital :	Rs.6.400 Millions
CIN No.: [Company Identification No.]	U74210DL198PLC012456
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturer and Exporter of Conveying System, Air and Gas Purification System, Energy Recovery System.

RATING & COMMENTS

MIRA’s Rating :

A (60)

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 3700000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is an established company having fine track. Financial position of the company appears to be sound. Trade relations are fair. Business is active. Payments are reported to be regular and as per commitments. The company can be considered good for normal 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

INFORMATION PARTED BY

Name :	Mr. Deepak
Designation :	Director
Date :	24.05.2011

LOCATIONS

Registered Office :	20 Rajpur Road, New Delhi– 110054, Delhi, India
Tel. No.:	91-124-4091111
Fax No.:	91-124-4091100
E-Mail :	info@pahwa.com
Factory : Corporate Office :	21-C, Sector 18, Gurgaon – 122015, Haryana, India
Tel No.:	91-124-4091111
Fax No.:	91-124-4091100
Plant :	419-420, Udyog Vihar – III, Gorgaon, Haryana, India
Tel No.:	91-124-4184400
Fax No.:	91-124-4184400
Email :	bryairplant@pahwa.com
Branch Offices :	Located at : · Bangalore · Chandigarh · Chennai · Gurgaon · Hyderabad · Mumbai · New Delhi · Pune

DIRECTORS

AS ON 30.09.2010

Name :	Mr. Deepak Pahwa
Designation :	Managing Director
Address :	20, Rajpur Road, Delhi – 110054, India
Pan No.:	AAHPP5652J
Din No.:	00176606
Name :	Mrs. Vinita Pahwa
Designation :	Director
Pan No.:	AAIPP2658M
Din No.:	00176643
Name :	Mr. Dinesh Gupta
Designation :	Director
Address :	A-77, Malviya Nagar, New Delhi – 110026, Delhi, India
Pan No.:	AADPG4330N
Din No.:	00176673
Name :	Mr. Rajnish Joshi
Designation :	Director
Address :	36/75, Punjabi Bagh, New Delhi – 110026, Delhi, India
Pan No.:	ABDPJ1066D
Din No.:	345863
Name :	Mr. Anil Kumar
Designation :	Director
Address :	21-Amrita Shergill Marg, New Delhi, India
Pan No.:	AAAPK7793E
Din No.:	00531102
Name :	Mr. Paul D. Griesse
Designation :	Director
Address :	2640, North Street, Granville, OHIO – 43012, USA
Din No.:	02170497
Name :	Mr. Prem Sagar
Designation :	Director
Address :	101, First Floor, Silver Springs, Rizvi Complex, Shetty, Rajan Road, Bandra West, Mumbai – 4000650, Maharashtra, India
Pan No.:	AALPG1518N
Din No.:	01859762

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 30.09.2010

Names of Shareholders	No. of Shares
Deepak Pahwa	42780
Vinita Pahwa	11500
Varun Pahwa	4860
Varun Pahwa	4860
Total	64000

AS ON 30.09.2010

Category	Percentage
Directors or relatives of Directors	100.00
Total	100.00

BUSINESS DETAILS

Line of Business :	Manufacturer and Exporter of Conveying System, Air and Gas Purification System, Energy Recovery System.
Exports :
Country :	· USA · Japan · South Africa · Middle East
Terms :
Purchasing :	Depends

GENERAL INFORMATION

Customers :

· Industries

· OEM’s

Bankers :

ABN Amro Bank N. V., Hansalaya Builiding, 15 Barakhamba Road, New Delhi – 110001, Delhi, INDIA

Facilities :

Secured Loan	Rs. In Millions 31.03.2010	Rs. In Millions 31.03.2009
Working Capital loan from bank	35.583	13.762
Total	35.583	13.762

Banking Relations :	--
Auditors :
Name :	Walker Chandiok and Company Chartered Accountant
Address :	L-41, Connaught Circus, New Delhi – 110001, Delhi, India
Tel. No.:	91-11-42787070
Fax No.:	91-11-42787071
Email:	newdelhi@wcgt.in
Subsidiary Companies :	· Bry-Air (Malaysia) Sdn Bhd, Malaysia · Bry-Air (Shanghai) Air Treatment, China · Ahlberg + Hennrich GmbH, Germany · Pro-Kon Sagl, Switzerland
Related Parties :	· Delair India Private Limited · Desiccant Rotors International Private Limited · Insent Commercial Private Limited · Technical Drying Services (Asia) Private Limited · Accentium Web Private Limited · Gaadi Web Private Limited · Arctic India Sales Private Limited · Airgineers (Global) Private Limited · Pahwa (Holding) Private Limited · Arctic India International

CAPITAL STRUCTURE

AS ON 31.03.2010

Authorised Capital :

No. of Shares	Type	Value	Amount
98000	Equity Shares	Rs.100/- each	Rs.9.800 Millions
2000	12% Preference Share	Rs.100/- each	Rs. 0.200 Million
	Total		Rs. 10.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
64000	Equity Shares	Rs.100/- each	Rs.6.400 Millions

Note :

Of the above 60000 shares were allotted as bonus shares by capitalization of General Reserves.

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		6.400	6.400	6.400
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		916.909	752.523	617.258
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		923.309	758.923	623.658
LOAN FUNDS
1] Secured Loans		38.583	13.762	32.125
2] Unsecured Loans		0.000	0.000	0.000
TOTAL BORROWING		38.583	13.762	32.125
DEFERRED TAX LIABILITIES		2.593	3.829	4.725
TOTAL		964.485	776.514	660.508
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		115.171	125.969	133.567
Capital work-in-progress		6.866	5.084	6.075
INVESTMENT		506.237	384.135	187.416
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	64.267	83.997	79.370
	Sundry Debtors	264.216	218.356	170.232
	Cash & Bank Balances	76.469	51.090	152.366
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	285.352	181.364	129.141
Total Current Assets		690.304	534.807	531.109
Less : CURRENT LIABILITIES & PROVISIONS
	Other Current Liabilities	86.262	86.509	83.364
	Provisions	267.831	186.972	114.295
Total Current Liabilities		354.093	273.481	197.659
Net Current Assets		336.211	261.326	333.450
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		964.485	776.514	660.508

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2010	31.03.2009	31.03.2008
	INCOME (Excluding Excise duty)		872.030	731.484	527.549
	EXPENSES
		Office Expenses	609.460	507.013	402.531
		Administrative Expenses
		Advertising Expenses
		TOTAL	609.460	507.013	402.531
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION		262.570	224.471	125.018
Less/ Add	DEPRECIATION/ AMORTISATION		17.403	18.623	17.612
	PROFIT BEFORE TAX		245.167	205.848	107.406
Less	TAX		80.782	70.583	15.506
	PROFIT AFTER TAX		164.385	135.265	91.900
	EARNINGS IN FOREIGN CURRENCY
		FOB Value of exports	283.128	244.011	NA
		Commission	7.926	4.715	NA
		Interest	0.387	0.463	NA
		License fees	0.142	0.000	NA
		Royalty	0.738	0.000	NA
		Others	1.086	0.498	NA
	TOTAL EARNINGS		293.407	249.687	NA
	IMPORTS
		Raw Materials	18.323	23.136	NA
		Capital Goods	0.000	3.769	NA
	TOTAL IMPORTS		18.323	26.905	NA
	Earnings Per Share (Rs.)		2568.51	2113.51	1435.93

Particulars	31.03.2011
Sales Turnover (Approximately)	950.000

The above information has been parted by Mr. Deepak.

KEY RATIOS

PARTICULARS		31.03.2010	31.03.2009	31.03.2008
PAT / Total Income	(%)	18.85	18.49	17.42
Return on Total Assets (PBT/Total Assets}	(%)	30.43	31.15	16.15
Return on Investment (ROI) (PBT/Networth)		0.26	0.27	0.17
Debt Equity Ratio (Total Liability/Networth)		0.42	0.37	0.36
Current Ratio (Current Asset/Current Liability)		1.94	1.95	2.68

LOCAL AGENCY FURTHER INFORMATION

PERFORMANCE HIGHLIGHTS:

The financial performance of the company was as per targets set for the year. The Company has recorded a growth of 19% in the total business of the company. The turnover has increased to Rs. 872.030 millions as compared to Rs. 731.484 millions in the previous year. The company continues to concentrate on increasing its share of international business and has achieved a steady 15.69% growth in export turnover as against the last year, taken it to Rs. 283.575 millions from Rs. 244.643 millions in the last year. The pre-tax Profits of the company have increased to Rs. 245.167 millions from Rs. 205.848 millions in the last year. After Tax profit has also increased by 21.52% from Rs 135.265 millions to Rs 164.385 millions.

Form : 8

Corporate identity number of the company	U74210DL1981PTC012456
Name of the company	BRY AIR (ASIA) PRIVATE LIMITED
Address of the registered office or of the principal place of business in India of the company	20 Rajpur Road, Delhi – 110054, India
This form is for	Modification of charge
Type of charge	Book debts Others
Particular of charge holder	ABN Amro Bank N. V., Hansalaya Builiding, 15 Barakhamba Road, New Delhi – 110001, Delhi, INDIA
Nature of instrument creating charge	Supplementary Deed of Hypothecation dated 05.03.2010
Date of instrument Creating the charge	05/03/2010
Amount secured by the charge	Rs. 161.000 millions
Brief of the principal terms an conditions and extent and operation of the charge	Rate of interest Interest as such rate as may be prescribed by Bank from time to time. Terms of repayment As per Agreement. Margin The company shall maintain such Margin as may be specified by the bank form time to time. Extent and operation of the charge 100% Other Nil
Short particulars of the property charged (Including location of the property)	First exclusive charge on all the current assets of the company both present and future including book debts.
Particulars of the present modification	The extend of operation of charge stand enhanced from INR 126 Million to INR 161 Million.

FIXED ASSETS :

· Land

· Freehold

· Leasehold

· Buildings

· Leasehold Improvement

· Furniture, Fixtures and Air Conditioners

· Office Equipments

· Motor Vehicles

· Computer Software

· Goodwill

· Trade mark

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. 45.29
UK Pound	1	Rs. 73.84
Euro	1	Rs. 64.18

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	8
--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	YES
--AFFILIATION	YES/NO	NO
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		60

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.