MIRA INFORM REPORT

Report Date :

03.10.2011

IDENTIFICATION DETAILS

Name :	FESTO CONTROLS PRIVATE LIMITED
Registered Office :	No.237B, Bommasandra Industrial Area, Anekal Taluk, Bangalore – 560 099, Karnataka
Country :	India
Financials (as on) :	31.03.2010
Date of Incorporation :	03.02.1986
Com. Reg. No.:	08-7449
Capital Investment / Paid-up Capital :	Rs.30.200 millions
CIN No.: [Company Identification No.]	U29220KA1986PTC007449
TAN No.: [Tax Deduction & Collection Account No.]	BLRF00828C / BLRF00788E
PAN No.: [Permanent Account No.]	AAACF2940F
Legal Form :	Private Limited Liability Company
Line of Business :	The Company is mainly engaged in the business of Pneumatic Products.
No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

A (61)

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 7300000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a well established 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.

INFORMATION DECLINED BY

Name :	Ms. Rajashree
Designation :	Accounts Department
Date :	30.09.2011

LOCATIONS

Registered Office :	No.237B, Bommasandra Industrial Area, Anekal Taluk, Bangalore – 560 099, Karnataka, India
Tel. No.:	91-80-22240994 / 22894100
Fax No.:	91-80-27832058
E-Mail :	info_in@festo.com

DIRECTORS

As on 29.09.2010

Name :	Mr. Rashmikant Joshi
Designation :	Managing Director
Address :	Festo Plot, Gold Coin City, Andapura Village, Attibele Hobli, Bangalore – 560 100, Karnataka, India
Date of Birth/Age :	26.08.1963
Date of Appointment :	15.11.1999
DIN No.:	00014341

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	U29220KA1986PTC007449	Festo Controls Private Limited	Managing director	01-04-02	01-04-02	Active	NO
2	U72900HR2009PTC039161	Ferranti Computer Systems India Private Limited	Additional director	03-11-10	03-11-10	Active	NO

Name :	Mr. Piyushkumar Shah
Designation :	Joint Managing Director
Address :	Festo Plot, Gold Coin City, Andapura Village, Attibele Hobli, Bangalore – 560 100, Karnataka, India
Date of Birth/Age :	25.07.1963
Date of Appointment :	01.04.2002
DIN No.:	00014361

Name :	Mr. Sudarsan Varadaraj
Designation :	Director
Address :	“Rasasayang”, 227/1, Tea Estates, Race Course, Coimbatore – 641 018, Tamilnadu, India
Date of Birth/Age :	22.01.1958
Date of Appointment :	17.04.2000
DIN No.:	00133533

Other Directorship

S.No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Date of cessation	Company Status	Defaulting status
1	U02511TZ1970PLC000611	ELGI Rubber Products Limited	Director	31-03-08	21-04-84	-	Amalgamated	NO
2	L02511TZ1981PLC010010	ELGI Rubber Company Limited	Managing director	12-03-88	12-03-88	-	Amalgamated	NO
3	L15314TN1961PLC004674	KLRF Limited	Director	05-10-90	05-10-90	-	Active	NO
4	U31200TZ1991PLC003193	GEO Renewable Power Limited	Director	21-03-91	21-03-91	-	Amalgamated	NO
5	U29253TZ1981PLC001104	ELGI Ultra Industries Limited	Director	18-08-92	18-08-92	-	Active	NO
6	L17111TZ1962PLC001200	Super Spinning Mills Limited	Director	13-03-93	13-03-93	-	Active	NO
7	L29120TZ1960PLC000351	ELGI Equipments Limited	Director	18-11-93	18-11-93	-	Active	NO
8	U31200TZ1963PLC000487	ELGI Electric And Industries Limited	Director	15-07-96	15-07-96	17-09-09	Active	NO
9	U72200TZ1996PLC009971	LRG Technologies Limited	Director	19-07-96	19-07-96	-	Active	NO
10	U51909TZ1997PTC007965	Tyre Point Private Limited	Director	10-06-97	10-06-97	-	Active	NO
11	L02511TZ1998PLC008630	Treadsdirect Limited (amalgamated)	Managing director	01-04-08	02-11-98	-	Amalgamated	NO
12	U29220KA1986PTC007449	Festo Controls Private Limited	Director	16-04-00	16-04-00	-	Active	NO
13	L25119TZ2006PLC013144	ELGI Rubber Company Limited	Managing director	01-01-11	16-10-06	-	Active	NO
14	U26941TZ1990PTC002672	Achutha Vulcanising Cement Private Limited	Director	28-09-07	28-08-07	-	Amalgamated	NO
15	U25111TZ2003PLC017268	Titan Tyrecare Products Limited	Director	30-09-09	09-07-09	-	Active	NO
16	U25114TZ2010PLC016201	Treadsdirect Limited	Managing director	09-07-11	07-07-10	-	Active	NO

Name :	Mr. Michael Molleken
Designation :	Director
Address :	Kaninchenberg 15, 31787 Hameln, Germany
Date of Birth/Age :	13.04.1959
Date of Appointment :	29.09.2010
DIN No.:	03137668

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	U29220KA1986PTC007449	Festo Controls Private Limited	Director	29-09-10	28-06-10	Active	NO

KEY EXECUTIVES

Name :	Mr. V Senthil Kumar
Designation :	Secretary
Address :	Flat F-502, Apartment 1, Devarabisinahalli, Bellandur, Post, ORR, Bangalore – 560 103, Karnataka, India
Date of Birth/Age :	17.02.1959
Date of Appointment :	04.07.2005
PAN No.:	ABOPS6544G

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 29.09.2010

Names of Shareholders	No. of Shares
Festo AG, Germany	3020001
Festo Holding GMBH, Germany	1
Total	3020002

As on 29.09.2010

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 :

The Company is mainly engaged in the business of Pneumatic Products.

Products :

Product Description	ITC Code
Pneumatic Products, Cylinders, Valves , Control Cabinets, Polyurethane Tubing etc.	84-79 and 39-17

PRODUCTION STATUS AS ON 31.03.2010

Particulars	Unit	Licensed Capacity	Installed Capacity	Actual Production
Products	Nos.	NA	NA	3240910
Tubing	Mtrs.	NA	NA	2171544

GENERAL INFORMATION

No. of Employees :	Not Available
Bankers :	· Canara Bank · Deutsche Bank · The Vysya Bank Limited Kempe Gowda Road, FKCCI Building, Bangalore – 560 009, Karnataka, India

Banking Relations :	--
Auditors :
Name :	S Janardhan and Associates Chartered Accountant
Address :	103 and 106, Embassy Centre, No. 11, Cresent Road, Bangalore – 560 001, Karnataka, India
Tel. No.:	91-80-22265438 / 22260055 / 22202709
Fax No.:	91-80-22265572
E-Mail :	ca.sjassociates@gmail.com
Internal Auditors :
Name :	M/s. Ernst and Young Private Limited Chartered Accountant
Address :	UB City, Canberra Block, 12^th and 13^th Floors, No. 24, Vittal Mallya Road, Bangalore – 560 001, Karnataka, India
Fellow Subsidiaries :	· Festo AG and Company KG, Germany · Festo Didactic GmbH and Company, Germany · Festo Korea Company Limited Korea · Festo Pte Limited, Singapore · Festo Automacao Limitada, Brazil · Polyvanced GmbH, Germany · Festo Corporation, USA · PT, Festo, Jakartha · Festo China Limited · Festo Pneumatic, S.A.U., Spain · Festo KK, Japan · Festo S.P.A., Italy · Festo Limited, Hongkong · Festo Pneumatic, Iran · Festo Sdn. Berhad, Malaysia · Festo Spool, Sr.o., Slovakia · Festo Pneumatic S.A., Mexico
Holding Company :	Festo AG, Germany

CAPITAL STRUCTURE

As on 29.09.2010

Authorised Capital :

No. of Shares	Type	Value	Amount
10000000	Equity Shares	Rs.10/- each	Rs.100.000 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
3020002	Equity Shares	Rs.10/- each	Rs.30.200 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		30.200	30.200	30.200
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		1795.201	1717.928	1862.158
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		1825.401	1748.128	1892.358
LOAN FUNDS
1] Secured Loans		0.000	0.000	0.000
2] Unsecured Loans		0.000	0.000	0.000
TOTAL BORROWING		0.000	0.000	0.000
DEFERRED TAX LIABILITIES		19.800	24.225	26.967
TOTAL		1845.201	1772.353	1919.325
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		514.342	491.299	507.211
Capital work-in-progress		0.434	31.553	10.956
INVESTMENT		0.000	0.000	0.000
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	366.640	344.291	438.828
	Sundry Debtors	456.675	375.269	513.587
	Cash & Bank Balances	595.373	1000.137	755.453
	Other Current Assets	17.964	18.275	8.137
	Loans & Advances	59.684	60.202	78.262
Total Current Assets		1496.336	1798.174	1794.267
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	31.035	87.859	235.730
	Other Current Liabilities	134.189	106.835	157.379
	Provisions	0.687	353.979	0.000
Total Current Liabilities		165.911	548.673	393.109
Net Current Assets		1330.425	1249.501	1401.158
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		1845.201	1772.353	1919.325

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2010	31.03.2009	31.03.2008
	SALES
		Income	2381.866	2208.003	2468.783
		Other Income
		TOTAL	2381.866	2208.003	2468.783
Less	EXPENSES
		Office Expenses	1952.369	1852.648	1908.685
		Administrative Expenses
		Advertising Expenses
		TOTAL	1952.369	1852.648	1908.685
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION		429.497	355.355	560.098
Less/ Add	DEPRECIATION/ AMORTISATION		44.405	42.332	42.718
	PROFIT BEFORE TAX		385.092	313.023	517.380
Less	TAX		130.875	104.705	183.394
	PROFIT AFTER TAX		254.217	208.318	333.986
Add	INCOME TAX OF EARLIER YEARS		(0.281)	0.777	0.000
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		1543.697	1708.757	1377.163
Less	APPROPRIATIONS
		Interim / Proposed Dividend	151.000	302.000	NA
		Tax on Interim / Proposed Dividend	25.663	51.323	NA
		Transfer to General Reserve	25.422	20.832	NA
	BALANCE CARRIED TO THE B/S		1595.548	1543.697	NA
	EARNINGS IN FOREIGN CURRENCY		94.661	158.508	157.966
	IMPORTS
		Raw Materials / traded goods and components	1313.370	1055.615	1110.054
		Spare parts and tools	0.514	1.248	1.498
		Capital Goods	0.431	5.107	2.283
		Others	1.311	1.391	2.178
	TOTAL IMPORTS		1315.626	1063.361	1116.013
	Earnings Per Share (Rs.)		84.18	--	--

KEY RATIOS

PARTICULARS		31.03.2010	31.03.2009	31.03.2008
PAT / Total Income	(%)	10.67	9.43	13.53
Return on Total Assets (PBT/Total Assets}	(%)	19.15	13.67	22.48
Return on Investment (ROI) (PBT/Networth)		0.21	0.18	0.27
Debt Equity Ratio (Total Liability/Networth)		0.09	0.31	0.21
Current Ratio (Current Asset/Current Liability)		9.02	3.28	4.56

LOCAL AGENCY FURTHER INFORMATION

DETAILS OF SUNDRY CREDITORS

Particulars	As on 31.03.2010 Rs. in millions	As on 31.03.2009 Rs. in millions	As on 31.03.2008 Rs. in millions
Sundry Creditors for goods and services	31.035	87.859	235.730

FORM 8

Name of the company	FESTO CONTROLS PRIVATE LIMITED
Presented By	FESTO CONTROLS PRIVATE LIMITED
1) Date and description of instrument creating the change	6^th February 1992 Advance on stocks and Hypothecation of Book Debts.
2) Amount secured by the charge/amount owing on the securities of charge	Rs.6.000 millions Open cash credit limits and Rs.7.500 millions Bank Guarantee Limits Total Rs.13.500 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	All goods and commodities i.e. Stock-in-trade now lying or which may hereafter be stored at their premises or at any other place or premises, goods-in-transit, book-debts, outstanding, moneys receivables, claims and biils which are now due and owing or which may at any time hereafter during the continuance of this security become due and owing. All receivables (Imported / Indigenous) stock in process and finished goods, Company’s premises for Bank Guarantee Limits.
4) Gist of the terms and conditions and extent and operation of the charge.	Interest on daily debt balances in the cash credit account and on all other moneys payable hereafter at the rate of 11.75% over the Reserve Bank of India rate with a minimum of 23.75% per annum.
5) Name and Address and description of the person entitled to the charge.	The Vysya Bank Limited Kempe Gowda Road, FKCCI Building, Bangalore – 560 009, Karnataka, India
6) Date and brief description of instrument modifying the charge	24^th December 1992 Advance on stocks, and hypothecation of Book Debts, Plant and Machinery, Tools, Dies and Moulds.
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.	Bank Guarantee limit increased Rs.7.500 millions to Rs.12.500 millions only.

FIXED ASSETS

· Land - Freehold

· Buildings

· Plant and Machinery

· Furnitures and Fixtures

· Vehicles

Intangible Asserts

· Computer Software

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.48.93
UK Pound	1	Rs.76.52
Euro	1	Rs.66.65

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	7
PAID-UP CAPITAL	1~10	6
OPERATING SCALE	1~10	7
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	7
--PROFITABILIRY	1~10	6
--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	NO
--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		61

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.