MIRA INFORM REPORT

Report Date :

18.10.2011

IDENTIFICATION DETAILS

Name :	ITT CORPORATION INDIA PRIVATE LIMITED (w.e.f. 18.06.2007)
Formerly Known As :	ITT CORPORATION (INDIA) PRIVATE LIMITED
Registered Office :	Plot No.731, GIDC Savli, Manjusar, Savli Road, Vadodara – 391770, Gujarat
Country :	India
Financials (as on) :	31.12.2009
Date of Incorporation :	01.06.2007
Com. Reg. No.:	04-51016
Capital Investment / Paid-up Capital :	Rs.494.400 Millions
CIN No.: [Company Identification No.]	U29120GJ2007FTC051016
TAN No.: [Tax Deduction & Collection Account No.]	BRDI00541C
PAN No.: [Permanent Account No.]	AABCI7013D
Legal Form :	Private Limited Liability Company.
Line of Business :	Manufacturer of Pumps.
No. of Employees :	270 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

B (27)

RATING		STATUS	PROPOSED CREDIT LINE
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small

Maximum Credit Limit :	USD 1600000
Status :	Moderate
Payment Behaviour :	Slow
Litigation :	Clear
Comments :	Subject is an established company having moderate track. There appears some accumulated losses records by the company. However, trade relations are reported as fair, Business is active. Payments are reported to be slow. The company can be considered for business dealings with some caution.

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 – September 30, 2011

Country Name	Previous Rating (30.06.2011)	Current Rating (30.09.2011)
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. Shashank Patni
Designation :	Assistant Finance Manager
Contact No.:	91-26-67265700
Date :	18.10.2011

LOCATIONS

Registered Office/ Factory :	Plot No.731, GIDC Savli, Manjusar, Savli Road, Vadodara – 391770, Gujarat, India
Tel. No.:	91-2667-265727/ 265755/ 265700/ 265729-737
Fax No.:	91-2667-265764
E-Mail :	naresh.behl@itt.com siddharth.sanjay@itt.com rehana@itt.com chetna.dharajiya@itt.com
Website :	http://www.itt.com
Sales Office :	H 20, Bali Nagar, New Delhi-110015, Delhi, India
Tel. No.:	91-11-45552806/25195007
Fax No.:	91-11-25195007

DIRECTORS

(AS ON 30.06.2011)

Name :

Mr. Samir Yamdagni

Designation :

Managing Director

Address :

C-148, Sarvodaya Enclave, New Delhi – 110017, India

Date of Birth/Age :

15.07.1965

Qualification :

B. E., (Mechanical) ITT Kharagpur

Date of Appointment :

12.06.2008

DIN No.:

02225731

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	U29120GJ2007FTC051016	ITT Corporation India Private Limited	Managing director	12-06-08	12-06-08	Active	No
2	U51909DL2010PTC206218	C2C Exports Private Limited	Director	23-07-10	23-07-10	Active	No
3	U29120GJ2011FTC065732	Xylem Water Solutions India Private Limited	Managing director	12-07-11	03-06-11	Active	No

Name :

Mr. Venugopalakrishna Tangellapalli

Designation :

Director

Address :

B/8, Rutansh Duplex, Opposite Yash Complex, Gotri Road, Vadodara – 390021, Gujarat, India

Date of Birth/Age :

04.12.1967

Date of Appointment :

19.01.2009

DIN No.:

02585590

Other Directorships :

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	U29120GJ2007FTC051016	ITT Corporation India Private Limited	Director	19-01-09	19-01-09	Active	No
2	U29120GJ2011FTC065732	Xylem Water Solutions India Private Limited	Director	03-06-11	03-06-11	Active	No

Name :

Michael Lee Kuchenbrod

Designation :

Director

Address :

23 Ultima Dr. Newport Coast, United State of America Californa 92657

Date of Birth/Age :

19.06.1964

Date of Appointment :

19.01.2009

DIN No:

02576529

Name :

Meng Hing Laiwat Chua

Designation :

Director

Address :

157 C Tamarind Road, # 05-01, Singapore – 806107

Date of Birth/Age :

20.03.1967

Date of Appointment :

19.01.2009

DIN No.:

02593028

KEY EXECUTIVES

Name :	Mr. Rehana Bibi Rijwan Kudalkar
Designation :	Company Secretary
Address :	B/203, Faheza Beside Green park, Opposite SBI ATM Tandalja, Vadodara – 390012, Gujarat, India
Date of Birth/Age :	13.06.1983
Date of Appointment :	29.12.2010
PAN No.:	BBJPP7269M

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

(AS ON 30.06.2011)

Names of Shareholders	No. of Shares
ITT Remainco International SARL, Luxembourg	35812400
ITT Remainco Industries SARL, Luxembourg	101927600
Total	137740000

(AS ON 18.03.2011)

Names of Allottees	No. of Shares Allotted
ITT Industries Holding SARL, Luxembourg	9360000
ITT Industries Luxembourg SARL, Luxembourg	26640000
Total	36000000

(AS ON 30.06.2011)

Category	Percentage
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 :	Manufacturer of Pumps.
Terms :
Selling :	Cash and Credit
Purchasing :	Cash and Credit

PRODUCTION STATUS (AS ON 31.12.2009)

Particulars	Unit	Licensed Capacity	Installed Capacity	Actual Production
Pumps	Nos.	--	40,000	2,276

GENERAL INFORMATION

Suppliers :	· Hem Industries
Customers :	End Users · Safcon India Private Limited
No. of Employees :	270 (Approximately)
Bankers :	· Citi Bank Citi bank N.A., 1^st Floor, Gotri Road Branch, Vadodara, Gujarat, India

Banking Relations :	--
Auditors :
Name :	Deloitte Haskins and Sells Chartered Accountant
Address :	31, Nutan Bharat Society, Alkapuri, Vadodara – 390007, Gujarat, India
Tel. No.:	91-265-2333776
Fax No.:	91-265-2339729
Ultimate Holding Company :	ITT Corporation, US
Holding Company :	ITT Industries Luxembourg SARL, Luxembourg
Associates :	· Bell and Gossett · ITT W and W Hong Kong Limited · ITT Pure-Flo UK Limited · ITT Singapore-FTI-IPG · ITT China Holding Company · ITT Canon Hong Kong Limited · Shanghai Goulds Pump Company Limited · Pump HQ · ITT Nanjing Company Limited · Lowara Sri · Gould Pump SFO-Saneca Falls · ITT Korea (Goud Pumps) · ITT HQ · Flygt AB · IP Admin and Sales · ITT Water Technology Intl · ITT Water and Wastewater AB · ITT Fluid Technology Asia Pte Limited · Ashland Operation · ITT Flygt Pewaukee Operations · ITT Financial Resource Centre · ITT Vertical Product Operation · ITT Lancaster · Molow Centre · ITT Saudi Project · ITT ICI Membranes · RCW Administration · RCW Morton Groove · Korea IPG · Gould Pump INC (Asia Pacific CPG) · HQ –IPG 2005 · ITT Singapore-FTI · ITT Singapore-APG · Lowara (UK) Limited · ITT Industrial Holdings SARL · ITT Corporation HQ

CAPITAL STRUCTURE

(AS ON 30.06.2011)

Authorised Capital :

No. of Shares	Type	Value	Amount
175000000	Equity Share	Rs.10/- each	Rs.1750.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
137740000	Equity Share	Rs.10/- each	Rs.1377.400 Millions

(AS ON 31.12.2009)

Authorised Capital :

No. of Shares	Type	Value	Amount
90000000	Equity Share	Rs.10/- each	Rs.900.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
49240000	Equity Share	Rs.10/- each	Rs. 492.400 Millions

NOTE:

Out of the above equity shares 36,437,000 Equity shares are held by the holding company ITT Industries Luxembourg SARL and 12,802,400 equity shares are held by ITT Industries Holding SARL. Both of companies are nominated of ITT Corporation, USA the Ultimate 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		492.400	245.000	56.000
2] Share Application Money		165.000	0.000	0.000
3] Reserves & Surplus		0.000	0.000	0.000
4] (Accumulated Losses)		(262.043)	(109.373)	(18.446)
NETWORTH		395.357	135.627	37.554
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		0.000	0.000	0.000
TOTAL		395.357	135.627	37.554
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		118.060	103.967	6.183
Capital work-in-progress		64.629	12.593	22.218
INVESTMENT		0.000	0.000	0.000
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	114.777	24.022	0.000
	Sundry Debtors	94.960	44.244	1.305
	Cash & Bank Balances	98.770	21.647	9.442
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	79.619	34.211	11.159
Total Current Assets		388.126	124.124	21.906
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditor	121.888	76.552	10.963
	Other Current Liabilities	48.615	28.035	1.370
	Provisions	4.955	0.470	0.420
Total Current Liabilities		175.458	105.057	12.753
Net Current Assets		212.668	19.067	9.153
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		395.357	135.627	37.554

PROFIT & LOSS ACCOUNT

	PARTICULARS			31.12.2009	31.12.2008	31.12.2007
	SALES
			Income (Sales)	118.947	27.894	2.138
			Engineering Services/ Income	83.039	52.476	0.000
			Other Income	23.103	18.871	0.100
			TOTAL (A)	225.089	99.241	2.238
Less	EXPENSES
			Operating Expenses	98.076	46.049	0.000
			Personnel Expenses	112.196	63.106	4.730
			Administrative and Other Expenses	152.758	75.391	15.561
			TOTAL (B)	363.030	184.546	20.291
Less	PROFIT / (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)			(137.941)	(85.305)	(18.053)
Less	FINANCIAL EXPENSES (D)			2.805	0.441	0.000
	PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)			(140.746)	(85.746)	(18.053)
Less/ Add	DEPRECIATION/ AMORTISATION (F)			12.860	4.450	0.189
	PROFIT / (LOSS) BEFORE TAX (E-F) (G)			(153.606)	(90.196)	(18.242)
Less	TAX (H)			(0.936)	0.731	0.204
	PROFIT / (LOSS) AFTER TAX (G-H) (I)			(152.670)	(90.927)	(18.446)
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD			(109.373)	(18.446)	0.000
	BALANCE CARRIED TO THE B/S			(262.043)	(109.373)	(18.446)
	EARNINGS IN FOREIGN CURRENCY
		Sales Income		1.359	5.308	NA
		Commission Income		22.933	18.533	NA
		Service Income		83.039	52.476	NA
	TOTAL EARNINGS			107.331	76.317	NA
	IMPORTS
		Raw Materials		2.626	16.767	0.000
		Trade Items		41.313	31.612	0.000
		Capital Goods		0.179	0.453	2.043
	TOTAL IMPORTS			44.118	48.832	2.043
	Earnings / (Loss) Per Share (Rs.)			(3.71)	(5.52)	(13.57)

Particulars	31.03.2011	31.03.2010
Sales Turnover (Approximately)	450.000	300.000

The above information has been parted by Mr. Shashank Patni.

KEY RATIOS

PARTICULARS		31.12.2009	31.12.2008	31.12.2007
PAT / Total Income	(%)	(67.83)	(91.62)	(824.22)
Net Profit Margin (PBT/Sales)	(%)	(129.14)	(323.35)	(853.23)
Return on Total Assets (PBT/Total Assets}	(%)	(30.35)	(39.54)	(64.94)
Return on Investment (ROI) (PBT/Networth)		(0.39)	(0.67)	(0.49)
Debt Equity Ratio (Total Liability/Networth)		0.44	0.77	0.34
Current Ratio (Current Asset/Current Liability)		2.21	1.18	1.72

LOCAL AGENCY FURTHER INFORMATION

NOTE:

The Registered Office of the company has been shifted from Revenue Survey No.380, Near Kamdhenu Motors, NH 8, Chhani, Vadodara, Gujarat, India, to the present address w.e.f. 13.02.2009.

REVIEW OF BUSINESS OPERATIONS:

NEW WORK ORDERSIPROJECTS RECEIVED DURING THE YEAR UNDER REVIEW I.E. JAN TO DEC 2009:

The company has received various prestigious work orders from many reputed companies and government authorities for supply of Pumps and Spares and putting all its efforts to complete the same well in advance as per the commitments given to them.

PERFORMANCE OF THE COMPANY:

Since the company has just completed its third financial year and has started commercial production during the year, revenues earned were not sufficient to generate profit. However, during the current year, the company is anticipating good orders and as a result will generate sufficient revenues and funds.

FUTURE PROSPECTS:

The growth of the Company largely depends on the infrastructure development and large population to cater. Further the growth is also closely linked to the growth trends in the user industries, even factors like investments and overall economic growth directly Influence them. Recent policies of Government stressing the need for development of Infrastructure on one hand and stressing the need for an effective and meaningful Water management on the other creates bright prospects for them.

Manufacturing Industry is the backbone of economic development and the Government, Centre and State, working in tandem, are giving utmost priority to this sector. With favorable economic climate and ongoing focus on Industrial development, the overall prospects for manufacturing Industry appear to be conducive.

Having reasonably adequate order book position as on December 31, 2009, the expected turnover of the Company is likely to reach Rs.400.000 Millions in the Year 2010. The directors are confident of improved performance in the coming years, increasing the market share and bring the Company to a position.

TRADE REFERENCE:

· Safcon India Privet Limited

· Hem Industries

CONTINGENT LIABILITIES NOT PROVIDED FOR: (Rs. In Millions)

Particulars	31.03.2010	31.03.2009
Bank Guarantee	53.148	6.428
Estimated amount of Contracts remaining to be executed on capital account and not provided for.	2.493	4.970

FIXED ASSETS

· Plant and Machinery

· Furniture and Fixtures

· Office Equipments

· Computers

· Designs and Drawings

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. 49.13
UK Pound	1	Rs. 77.58
Euro	1	Rs. 67.58

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	4
PAID-UP CAPITAL	1~10	4
OPERATING SCALE	1~10	4
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	3
--PROFITABILIRY	1~10	2
--LIQUIDITY	1~10	3
--LEVERAGE	1~10	3
--RESERVES	1~10	2
--CREDIT LINES	1~10	2
--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	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		27

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.