MIRA INFORM REPORT

Report Date :

10.11.2011

IDENTIFICATION DETAILS

Name :	TOPACK FITTINGS LIMITED
Registered Office :	415, Swastik Chamber, Sion Trombay Road, Chembur, Mumbai – 400 071, Maharashtra
Country :	India
Financials (as on) :	31.03.2010
Date of Incorporation :	08.05.1990
Com. Reg. No.:	11-56461
Capital Investment / Paid-up Capital :	Rs.30.000 millions
CIN No.: [Company Identification No.]	U99999MH1990PLC056461
Legal Form :	A closely held public limited liability company
Line of Business :	Manufacturer and Exporter of Pipe Fittings.
No. of Employees :	250 (Approximately)

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 1800000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a well established company having good track. Trade relations are reported as fair. Business is active. Payments are reported to be regular and as per commitments. 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. Pradip
Designation :	General Manager in Finance
Contact No.:	91-9374643323
Date :	10.11.2011

LOCATIONS

Registered Office :	415, Swastik Chamber, Sion Trombay Road, Chembur, Mumbai – 400 071, Maharashtra, India
Tel. No.:	91-22-67973121
Mobile No.:	91-9374643323 (Mr. Pradip)
Fax No.:	91-22-67030206
E-Mail :	tpi@tubeproducts.in topack@usa.net pradeep@tubeproducts.in tpi@technet-online.com
Website :	http://www.tubepro.com
Location :	Owned
Factory :	Plot No. 460, GIDC, Ramangamdi, District Vadodara – 391 243, Gujarat, India
Tel. No.:	91-265-2830190 / 2830215
Fax No.:	91-265-2831031

DIRECTORS

AS ON 30.06.2010

Name :

Mr. Janak Jagmohandas Kakatia

Designation :

Director

Address :

23/B, Kunj Society, Alkapuri, Vadodara – 390 007, Gujarat, India

Date of Appointment :

01.04.2006

DIN No.:

00123935

Other Directorship :

S.No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Company Status	Defaulting status
1	U29198MH1985PTC035641	Topack Marketing Private Limited	Director	26-06-85	26-06-85	Active	NO
2	U99999MH1987PLC044364	Topack Industries (India) Private Limited	Director	12-08-87	12-08-87	Active	NO
3	U29200MH1991PTC062394	Procam Engineering Services Private Lilmited	Director	08-07-91	08-07-91	Active	NO
4	U67120MH1997PTC106494	Topack Investments Private Limited	Director	01-10-08	12-03-97	Active	NO
5	U26900MH1997PTC107673	Topack Ceramics Private Limited	Director	15-07-97	15-07-97	Active	NO
6	U99999MH1990PLC056461	Topack Fittings Limited	Whole-time director	01-04-06	01-04-06	Active	NO
7	U27100MH2005PTC153462	Tekno Steels And Forgings Private Limited	Director	20-05-06	20-05-06	Active	NO
8	U28910MH1993PTC071931	Tube Fit Forgings Private Limited	Director	03-10-08	03-10-08	Active	NO

Name :

Mr. Jagmohandas Kakatia

Designation :

Director

Name :

Mr. Ravi Mikhrajani

Designation :

Director

KEY EXECUTIVES

Name :	Mr. Pradip
Designation :	General Manager in Finance

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 30.06.2010

Names of Shareholders	Percentage of Holding
Rajesh Mehta	14500
Dhimant J Katakia	26110
Janak J Katakia	10
Surbhi Katakia	42130
J J Katakia HUF	10
Asha R Mehta	21020
D J Katakia [HUF]	4025
Pratik R Mehta	22050
Jagmohandas Katakia	10
Indumati Katakia	32840
Mitali H Dave	9100
Khayati D Katakia	15790
Minor Kumaril Dave	17600
Jyoti H Dave	35700
Rajesh Mehta HUF	2000
Neetaben Pandya	1
Mukesh K Mehta HUF	1
Chetna R Shah	1
Chintan B Shah	1
B P Shah Huf	1
Reeta J Shah	1
P N Shah HUF	1
Geeta R Katakia	3300
J M Shah / J P Shah	1
Nayna M Mehta/M K Mehta	1
Kirit D Mehta HUF	1
Lata B Shah Alias Lata K Mehta	1
Mukund P Shah/ Chetna R Shah	1
Kunjal P Shah HUF	1
Megha M Mehta/M K Mehta	1
Rohit Mohit Construction Corp	1
Jayesh P Shah / R Eeta Shah	1
Sudha B Shah/ B S Shah	1
B S Shah Huf	1
Sonal D Meghani/Deepak Meghani	1
S V Shah Huf	1
Ketan M Shah/ R B Shah	1
Deepak Meghani/Sonal Meghani	1
Bhavna D Katakia	19000
Deepak Meghani HUF	1
Dixit P Shah HUF	1
M K Mehta	1
Bharat Meghani	1
Kanchanben Meghani	1
Atul Meghani	1
Chhaya Meghani	1
Chaitali D Shah	1
Topack India Private Limited	1000
Hari Jyot Investments Private Limited	12600
Prasham Engineering private Limited	15400
Prasham Properties Private Limited	5775
Total	300000

List of Allotment (As on 14.05.2011)

Names of Allottees (Equity Shares)	No. of Shares
Janak J Katakia	2825
Surbhi Janak Katakia	8608
Jagmohandas K Katakia	8107
Indumati J Katakia	10659
Priyal J Katakia	10009
Janak J Katakia (HUF)	1
Jagmohandas K Katakia (HUF)	316
Total	40525

AS ON 30.06.2010

Equity Share Breakup	Percentage of Holding
Category
Bodies corporate	11.59
Directors or relatives of directors	88.41
Total	100.00

BUSINESS DETAILS

Line of Business :

Manufacturer and Exporter of Pipe Fittings.

Products :

Product Description	ITC Code No
Butt Welded Pipe Fittings	730793.90

Exports :

Products :

Pipe Fitting

Countries :

· Hong Kong

· Europe

· Japan

Imports :

Products :

Raw Material

Countries :

· UK

· Korea

Terms :

Selling :

L/C, Cash and Credit [30-60 days]

Purchasing :

L/C, Cash and Credit [30-60 days]

PRODUCTION STATUS

AS ON 31.03.2010

Particulars	Unit	Installed Capacity	Actual Production
Butt Welded Pipe Fittings	Nos.	825000	538076

GENERAL INFORMATION

Suppliers :

· Essar Steel Limited

· J S L Stainless Limited

Customers :

End Users and OEM’s

· Toll Engineer

· Samsung

No. of Employees :

250 (Approximately)

Bankers :

· ICICI Bank Limited, Landmark Race Course Circle, Vadodara – 390 007, Gujarat, India

· State Bank of India, Sushan Circle Branch, 30-31, Bhagat Colony, GIDC, Nakarpura, Vadodara – 390010, Gujarat, India

· State Bank of Saurashtra, Makarpura Branch, G.I.D.C., Makarpura, Vadodara

Facility:

SECURED LOAN	31.03.2010 Rs. In Millions	31.03.2009 Rs. In Millions
For Working Capital
From State Bank of India (Secured by Hypothecation of Stock, Book Debts and other Present and Future Current Assets including equity mortgage of Shed No 748,788 at GIDC-Makarpura and 123.124.456lA88,458,460.462/B8C at GIDC-Por ]	231.234	169.928
For Term Loan
From State Bank of India 1) Rupee Term Loan No 3 2) Foreign Currency Term Loan No 4 3) Rupee Term Loan No 5 (Secured by Equity Mortgage of Shed No 748f768 at GlDC makarpura and 123.124 456/A and B,458,460,4621B&C at GIDC-Por Hypothecation of Machinery, Stock Book Debts and Other Present and Future Current Assets)	-- 20.063 36.884	3.000 30.193 48.004
Vehicle Loan (Against Hypo. of Vehicles)	0.347	2.196
Interest Accrued and Due on Term Loan	0.379	0.540
Total	288.907	253.861

Cash Credit Rs.240.000 millions, TL Rs.600.000 millions – State Bank of India

Banking Relations :	---
Auditors :
Name :	J M Pabari and Associates Chartered Accountants
Address :	302, Helix Complex, Opposite Surya Hotel, Sayajigunj, Vadodara – 390005, Gujarat, India
Tel. No.:	91-265-2225171 / 2225172 / 6625172
Mobile No.:	91-9825670560
E-Mail :	jmpabari@yahoo.co.in
Associates/Subsidiaries :	· Topack Industries India Limited · Topack Ceramics Private Limited CIN No.: U26900MH1997PTC107673

CAPITAL STRUCTURE

AS ON 30.06.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
500000	Equity Shares	Rs.100/- each	Rs.50.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
300000	Equity Shares	Rs.100/- each	Rs.30.000 Millions

AS ON 31.03.2010

Authorised Capital :

No. of Shares	Type	Value	Amount
300000	Equity Shares	Rs.100/- each	Rs.30.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
300000	Equity Shares	Rs.100/- each	Rs.30.000 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		30.000	30.000	30.000
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		424.877	328.615	247.972
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		454.877	358.615	277.972
LOAN FUNDS
1] Secured Loans		288.907	253.861	267.386
2] Unsecured Loans		0.000	0.000	19.875
TOTAL BORROWING		288.907	253.861	287.261
DEFERRED TAX LIABILITIES		38.401	36.287	33.991
TOTAL		782.185	648.763	599.224
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		260.686	260.455	252.370
Capital work-in-progress		0.000	6.061	0.276
INVESTMENT		0.000	0.000	0.000
DEFERREX TAX ASSETS		0.860	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	285.522	151.390	160.842
	Sundry Debtors	367.959	384.365	395.501
	Cash & Bank Balances	44.893	35.377	60.278
	Other Current Assets	2.734	2.407	2.230
	Loans & Advances	150.138	145.132	125.614
Total Current Assets		851.246	718.671	744.465
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	167.172	150.747	211.526
	Current Liabilities	11.815	20.615	29.135
	Provisions	151.620	165.062	157.226
Total Current Liabilities		330.607	336.424	397.887
Net Current Assets		520.639	382.247	346.578
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		782.185	648.763	599.224

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2010	31.03.2009	31.03.2008
	SALES
		Income	1299.730	1351.538	1613.864
		Other Income	48.520	49.134	49.877
		TOTAL (A)	1348.250	1400.672	1663.741
Less	EXPENSES
		Increase/(Decrease) in Finished Goods	(22.941)	7.927	(15.563)
		Consumption of Raw Materials	755.596	794.983	1046.319
		Direct Labour	117.111	91.303	100.425
		Manufacturing Expenses	116.212	119.899	133.673
		Employee’s Emoluments	38.760	32.386	29.986
		Administrative, selling and general Expenses	77.420	65.655	100.809
		TOTAL (B)	1082.158	1112.153	1395.649
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		266.092	288.519	268.092
Less	FINANCIAL EXPENSES (D)		46.507	72.453	45.291
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		219.585	216.066	222.801
Less/ Add	DEPRECIATION/ AMORTISATION (F)		21.519	20.292	17.015
	PROFIT BEFORE TAX (E-F) (G)		198.066	195.774	205.786
Less	TAX (H)		66.735	80.033	73.162
	PROFIT AFTER TAX (G-H) (I)		131.331	115.741	132.624
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		60.609	36.966	35.930
Less	APPROPRIATIONS
		Transfer to General Reserve	100.000	57.000	100.000
		Dividend	30.000	30.000	27.000
		Tax on Dividend	5.069	5.098	4.588
	BALANCE CARRIED TO THE B/S		56.871	60.609	36.966
	EARNINGS IN FOREIGN CURRENCY
		Export Earnings	42.813	54.684	NA
	IMPORTS
		Raw Materials	142.630	92.300	NA
	Earnings Per Share (Rs.)		439.88	418.61	--

Particulars	31.03.2011
Sales Turnover (Approximately)	1156.000

Expected Sales (2011-2012) : Rs.1400.000 millions

The above information has been parted by Mr. Pradip

KEY RATIOS

PARTICULARS		31.03.2010	31.03.2009	31.03.2008
PAT / Total Income	(%)	9.74	8.79	8.07
Net Profit Margin (PBT/Sales)	(%)	15.23	14.31	12.75
Return on Total Assets (PBT/Total Assets}	(%)	17.81	19.75	20.64
Return on Investment (ROI) (PBT/Networth)		0.43	0.54	0.74
Debt Equity Ratio (Total Liability/Networth)		1.44	1.65	2.46
Current Ratio (Current Asset/Current Liability)		2.57	2.14	1.87

LOCAL AGENCY FURTHER INFORMATION

SUNDRY CREDITORS DETAILS:

Particular	31.03.2010 Rs. In millions	31.03.2009 Rs. In millions	31.03.2008 Rs. In millions
Sundry Creditors for Goods	141.988	128.120	196.414
Sundry Creditors for Expenses	24.486	20.413	12.591
Sundry Creditors for Capital Goods	0.698	2.214	2.521
Total	167.172	150.747	211.526

Sr. No.	Check List by Info Agents
1.	Year of Establishment	YES
2.	Locality of the firm	YES
3.	Constitutions of the firm	YES
4.	Premises details	YES
5.	Type of Business	YES
6.	Line of Business	YES
7.	Promoter’s background	--
8.	No. of employees	YES
9.	Name of person contacted	YES
10.	Designation of contact person	YES
11.	Turnover of firm for last two years	YES
12.	Profitability for last three years	--
13.	Reasons for variations <> 20%	--
14.	Estimation for coming financial year	YES
15.	Capital in the business	YES
16.	Details of sister concerns	YES
17.	Major Suppliers	YES
18.	Major Customers	YES
19.	Payment terms	YES
20.	Export / Import details (is applicable)	YES
21.	Market information	--
22.	Litigation that the firm / promoter involved in	--
23.	Banking Details	YES
24.	Banking facility details	YES
25.	Conduct of the banking account	--
26.	Buyer visit details	--
27.	Financials, if provided	NO
28.	Incorporation details, if applicable	--
29.	Last accounts filed at ROC	--
30.	Major Shareholders, is available	--

NOTE

The Registered office of the company has been shifted from 7/1^st Panjara Pole Lane, C P Tank, 1^st Floor, Mumbai - 400 050, Maharashtra, India to the present address w.e.f. 01.04.2005.

OVERALL REVIEW OF OPERATIONS:

During the year, Sales turnover decreased to Rs.1299.730 millions as compared to Rs. 1351.538 millions in the previous year. Net profit for the year increased to Rs.13196.200 millions from Rs. 125.585 millions in the previous year. The decrease in the turnover was around 3% was due to overall recession and the Power/Oil/Gas sector's new project slits expansion were temporarily kept on hold. However there was an improvement in the profitability viz. Profit before tax as % of sales went up marginally as compared with the previous year.

The higher profitability during the year was due to higher degree of integration and value addition, greater focus on specialty products, continued focus on cost reduction and increased productivity and efficiency. With the achievement of the GDP growth in the country of 5.5% (against the target of 7.5%) and targeted around 8.50% there is thrust by the Government on the development for infrastructure projects viz. Roads, bridges, Ports, Refineries, pipe and Gas supply and electricity generation, they have a great potential to achieve the higher sales in the coming years as they are supplying mainly to refineries and Pipe Gas supply companies.

EXPORTS

During the year, they could export their products amounting to Rs.4281.300 millions as - compared to Rs.54.684 millions of previous year. With the world-wide recession, the demand for the power and fuel remained low resulted into lower exports. However with the expected improvement, they may achieve the higher figures of exports in the coming years.

FORM 8

This form is for	Creation of charge
Corporate identity number of the company	U99999MH1990PLC056461
Name of the company	TOPACK FITTINGS LIMITED
Address of the registered office or of the principal place of business in India of the company	415, Swastik Chamber, Sion Trombay Road, Mumbai – 400 071, Maharashtra, India
Type of charge	Movable Property
Particular of charge holder	ICICI Bank Limited Landmark Race Course Circle, Vadodara – 390 007, Gujarat, India
Nature of description of the instrument creating or modifying the charge	Deed of Hypothecation (For Rupee Loan)
Date of instrument Creating the charge	11.10.2011
Amount secured by the charge	Rs.80.000 millions
Brief particulars of the principal terms an conditions and extent and operation of the charge	Rate of Interest As per certified Deed of Hypothecation and Credit Arrangement Letter Ref. No. 12/MMGAHM/36512 dated 21.09.2011 Terms of Repayment As per certified Deed of Hypothecation and Credit Arrangement Letter Ref. No. 12/MMGAHM/36512 dated 21.09.2011 Margin As per certified Deed of Hypothecation and Credit Arrangement Letter Ref. No. 12/MMGAHM/36512 dated 21.09.2011 Extent and Operation of the charge The credit facility is secured by hypothecation of assets. Others As per certified Deed of Hypothecation and Credit Arrangement Letter Ref. No. 12/MMGAHM/36512 dated 21.09.2011
Short particulars of the property charged	The credit facility is secured by hypothecation of assets.

TRADE REFERENCES

· Toll Engineers

· Samsung

· Essar Steel Limited

· J S L Stainless Limited

FIXED ASSETS

· Land

· Free Hold Factory Land

· Factory Building

· Machinery

· Industrial X Ray Machine and Spectrum

· Dies and Tools

· Tools and Equipment

· Electrical Installation

· Furniture and Fixtures

· Vehicle

· Office Equipments

· Computers

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.49.78
UK Pound	1	Rs.80.10
Euro	1	Rs.68.82

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
PAID-UP CAPITAL	1~10	6
OPERATING SCALE	1~10	6
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	6
--PROFITABILIRY	1~10	6
--LIQUIDITY	1~10	6
--LEVERAGE	1~10	5
--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	YES
--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.