MIRA INFORM REPORT

Report Date :

02.04.2012

IDENTIFICATION DETAILS

Name :	SIEMENS VAI METALS TECHNOLOGIES PRIVATE LIMITED (w.e.f. 18.07.2007)
Formerly Known As :	VAI ENGINEERING AND AUTOMATION PRIVATE LIMITED
Registered Office :	Infinium Digospace, Plot No. 15, Block-CP, Sector – 5 , Salt Lake, Kolkata-700091, West Bengal
Country :	India
Financials (as on) :	30.09.2010
Date of Incorporation :	07.01.2002
Com. Reg. No.:	21-94089
Capital Investment / Paid-up Capital :	Rs.89.060 Millions
CIN No.: [Company Identification No.]	U74210WB2002PTC094089
TAN No.: [Tax Deduction & Collection Account No.]	CALV01293F
PAN No.: [Permanent Account No.]	AABCV8348L
Legal Form :	Private Limited Liability Company
Line of Business :	Providing Engineering and Automation Service in Metallurgical Industry
No. of Employees :	119 [Approximately]

RATING & COMMENTS

MIRA’s Rating :

Ba (47)

RATING		STATUS	PROPOSED CREDIT LINE
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory

Maximum Credit Limit :	USD 1580000
Status :	Satisfactory
Payment Behaviour :	Usually correct
Litigation :	Clear
Comments :	Subject is a well established company having satisfactory track. Trade relations are reported as fair. Business is active. Payments are reported to be usually correct 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 – 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

LOCATIONS

Registered Office :	Infinium Digospace, Plot No. 15, Block-CP, Sector – 5 , Salt Lake, Kolkata-700091, West Bengal, India
Tel. No.:	91-33-23194200
Fax No.:	91-33-23194205
E-Mail :	anil.chopra@siemens.com
Website :	http://www.siemens.com

DIRECTORS

As on 24.03.2011

Name :

Mr. Ashoke Pan

Designation :

Managing Director

Address :

IA- 183, Sector – III, Salt Lake, North 24, Paraganas - 700091, West Bengal, India

Date of Birth/Age :

16.07.1955

Date of Appointment :

25.02.2004

DIN :

00907918

Name :

Mr. Martin Krauss

Designation :

Director

Address :

Seerbergstrasse, 35 Wilhering-4073, Austria

Date of Birth/Age :

12.06.1963

Date of Appointment :

04.11.2009

DIN :

02877259

Name :

Mr. Werner Auer

Designation :

Additional Director

Address :

Teistlergutstr 5d, Linz – 4040

Date of Birth/Age :

25.04.1955

Date of Appointment :

29.09.2008

DIN :

02353256

Name :

Mr. Robert Hans Joachim Wagner

Designation :

Additional Director

Address :

Suedring 25 Eckental - 90542

Date of Birth/Age :

04.09.1962

Date of Appointment :

29.09.2008

DIN :

02353217

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	U74210WB2002PTC094089	SIEMENS VAI Metals Technologies Private Limited	Director	4/3/2009	29/09/2008	-	Active	NO
2	U45208MH1997PTC104825	MORGAN CONSTRUCTION COMPANY INDIA PRIVATE LIMITED	Director	30/12/2009	2/4/2009	16/06/2011	Active	NO

KEY EXECUTIVES

Name :	Mr. G. Subramani
Designation :	Secretary
Address :	203, Coral, Nirmal Lifestyles, LBS Marg, Mulund West, Mumbai – 400080, Maharashtra, India
Date of Birth/Age :	12.11.1960
Date of Appointment :	15.06.2010
PAN :	AFOPS1028R

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 29.03.2010

Names of Shareholders	No. of Shares
Siemens Vai Metals Technologies GmbH and Company, Austria	890599
Stefanc Klus, Austria	1
Total	890600

As on 29.03.2010

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 :

Providing Engineering and Automation Service in Metallurgical Industry

GENERAL INFORMATION

No. of Employees :

119 [Approximately]

Bankers :

• Standard Chartered Bank, Branch Salt Lake, Kolkata
• Deutsche Bank, Kolkata

Facilities :

Unsecured Loan [Rs. in million]	31.03.2010	31.03.2009
Short term Loan from Siemens Limited, India	800.000	0.000
Total	800.000	0.000

Banking Relations :	--
Auditors :
Name :	S.V. Ghatalia and Associates Chartered Accountant
Address :	Jalan Mill Compound, 95, Ganpatrao Kadam Marg, Lower Parel, Mumbai – 400013, Maharashtra, India
Tel. No.:
Fax No.:
Holding Company:	Siemens VAI Metals Technologies GmbH, Austria
Ultimate Holding Company:	Siemens AG, Germany
Subsidiaries :	Morgan Construction Company India Private Limited CIN : U45208MH1997PTC104825
Fellow Subsidiaries:	Siemens VAI Metals Tachnologies GmbH, Germany Siemens VAI Melals Technologies Limited, UK Siemens Osakeyhtio, Finland Siemens VAI Melals Technologies SAS, France Siemens Limited, India Siemens AG - SFS Siemens AG - Zeniraie Themen, Muenchen Siemens AG - Corporate Units and Shared Services Siemens AG - IT Solutions and Services, Germany Siemens PLC Siemens Information System Limited, India Siemens Building Technologies Private Limited Siemens Inform a lion Processing Services Private Limited Siemens AG, Erlangen Siemens VAi Metals Technologies Siemens Corporate Finance Private Limited Siemens Product Lifecycle Management Software (India) Private Limited Siemens Induslry, Inc., USA

CAPITAL STRUCTURE

As on 30.09.2010

Authorised Capital :

No. of Shares	Type	Value	Amount
1,500,000	Equity Shares	Rs.100/- each	Rs.150.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
890,600	Equity Shares	Rs.100/- each	Rs.89.060 Millions

The entire share capital is held by Siemens VAI Metals Technologies GMBH Austria, the holding company and its nominee.

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		30.09.2010	30.09.2009	30.09.2008
SHAREHOLDERS FUNDS
1] Share Capital		89.060	89.060	89.060
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		305.979	211.949	104.016
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		395.039	301.009	193.076
LOAN FUNDS
1] Secured Loans		0.000	0.000	0.000
2] Unsecured Loans		800.000	0.000	0.000
TOTAL BORROWING		800.000	0.000	0.000
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		1195.039	301.009	193.076
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		35.694	36.118	38.505
Capital work-in-progress		0.000	0.000	0.000
INVESTMENT		290.059	0.000	0.000
DEFERREX TAX ASSETS		20.673	50.856	47.057
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	0.000	0.000	0.000
	Sundry Debtors	2509.630	1652.630	550.791
	Cash & Bank Balances	52.202	558.659	627.953
	Other Current Assets	1514.292	321.123	278.777
	Loans & Advances	695.144	374.989	215.602
Total Current Assets		4771.268	2907.401	1673.123
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	1315.353	1242.626	191.812
	Other Current Liabilities	2590.443	1330.443	1233.819
	Provisions	16.859	120.297	139.978
Total Current Liabilities		3922.655	2693.366	1565.609
Net Current Assets		848.613	214.035	107.514
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		1195.039	301.009	193.076

PROFIT & LOSS ACCOUNT

	PARTICULARS		30.09.2010	30.09.2009	30.09.2008
	SALES
		Income	3948.830	2581.280	1176.640
		Other Income	6.640	47.440	36.390
		TOTAL	3955.470	2628.720	1213.030
Less	EXPENSES		3789.200	2435.810	1079.110
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION		166.270	192.910	133.920
Less/ Add	DEPRECIATION/ AMORTISATION		23.310	21.840	16.500
	PROFIT BEFORE TAX		142.960	171.070	117.420
Less	TAX		48.930	63.140	33.730
	PROFIT AFTER TAX		94.030	107.930	83.690
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		211.950	104.020	NA
	BALANCE CARRIED TO THE B/S		305.980	211.950	NA
	EARNINGS IN FOREIGN CURRENCY
		Service Income	103.436	102.523	112.483
		Export Sales	0.000	0.000	17.271
	TOTAL EARNINGS		103.436	102.523	129.754
	IMPORTS		36.941	20.000	5.951
	Earnings Per Share (Rs.)		105.58	121.19	93.97

KEY RATIOS

PARTICULARS		30.09.2010	30.09.2009	30.09.2008
PAT / Total Income	(%)	2.38	4.11	6.90
Net Profit Margin (PBT/Sales)	(%)	3.62	6.63	9.98
Return on Total Assets (PBT/Total Assets}	(%)	2.97	5.81	6.86
Return on Investment (ROI) (PBT/Networth)		0.36	0.57	0.61
Debt Equity Ratio (Total Liability/Networth)		11.95	8.95	8.11
Current Ratio (Current Asset/Current Liability)		1.22	1.08	1.07

LOCAL AGENCY FURTHER INFORMATION

Note : Registered office address of the company has been shifted from Sector V, Block EP, Plot Y5, Salt lake Commercial Complex, Kolkata – 700091, West Bengal, India to the present address w.e.f. 07.09.2010

BACKGROUND:

VAI India Private Limited was incorporated as a private limited company on 13 January 1995. VAI Automation Private Limited, a company incorporated in India under the companies act, 1956 was amalgamated with VAI India Private Limited on a going concern basis pursuant to a scheme of amalgamation approved vide order dated 24 July 2003 of the Hon’ble High Court, Kolkata.

Pursuant to the merger, the name of VAI India Private Limited was changed to VAI Engineering and Automation Private Limited on 2 December 2003. Further, the name of the company has been changed to Siemens VAI Metals Technologies Private Limited (‘VAI’ or ‘the Company’) with effect from 17 June 2007.

OPERATIONS FOR 2009-10 and OUTLOOK FOR 2010-11

Still recovering from the Global economic situation of last year, the local business environment did not change too much and they continued to experience the sluggish response from the customers. The new projects were slow to come up and no plans were announced by the major customers for installation of new capacities. Even the up gradation activities by the major customers were put on hold. This was clearly visible and affected their new orders during the year. Steel demand and prices continued its crash blocking further growth rate in Steel production and straining finances of most steel producers. Despite moderate economic recovery seen in Q3 and Q4 most projects in private sector were either delayed or put on hold. Public Sector like Steel Authority of India Ltd could still finalize several mega projects which were planned earlier. With the support as well as with the support from Technological Competence Centers of Siemens VAI, they could secure most of the projects which were decided and became effective last year.

They have also lost a few high value orders, mainly, SAIL Bhilai no.8 BF (Eur 225 Mio), SAIL Rourkela Plate Mill (Euro 144 Mio); Bhusan PLTCM and CAL line (Euro 120 Mio) and SAIL BSP Secondary Refining Units (Euro 55 mil) etc which had a significant adverse impact on their Order Intake figure in FY 2010.

The client base of their Company consists mainly of Government sector and this trend continued in the current year. Since this segment remained largely unaffected by global economic turmoil, ongoing recession has not affected operations of the Company in any negative way except for some expected slight influence on growth rates this year. The major effect came on the running projects, where they experienced delays from the customer side. The sites of their customer's plants were not ready, and this lead to delays in acceptance of their supplies. This significantly affected their current year's revenue and you note a significant drop in the current year's income, as against the budget.

With projected Indian Gross Domestic Production (GDP) growth exceeding 8% in 2010 and a double digit for 2011 market situation is seen stabilizing. Private sector players are slowly reviving deferred plans of investment. ESSAR and JSW are going ahead with planned projects at Hazira and Toranagallu. WELSPUN and VIRAJ have started discussions on new green field projects. At the same time government of India is fully committed to investment plans of Steel companies under its control to provide a boost to the economy. Consequently SAIL and RINL are expected to go ahead with announced revamps and other expansion plans. Though full revival of investment confidence by

private sector may still take some time, expansion plans of SAIL and RINL and green field steel plant of NMDC continue to offer immediate potential.

The Company continued to invest in human resources and productive infrastructure during crisis period of last year and due to the continuous support, the Company is now ready to make the best of available and emerging opportunities. They moved to a new building which is truly to the global Siemens standards. They also moved closer together as different segments. All employees of the regional company, for the EA segment, have moved along with us to the new facility and now, they sit together as "One India MT Team" at the new plush office.

During the last year, the turnover of the Company has increased over 50% of 2009, whereas the Profit before tax could not keep up pace due to additional costs of infrastructure, personnel costs and finance costs. Their collections took a beating as the government customers are taking much longer, average about 60 days more, to pay beyond the due date. Since GDP Growth slowdown in India has been shallow and short lived, the directors are hopeful of sales and profit growth in current year also.

During the year, the Company successfully migrated to the SAP system in the organization (SPIRIDON). Concentrated efforts have been made to implement PM@SIEMENS as regular way of life for project management. All these new efforts are making the Company to move to the next level of efficiency.

During the last year, in continuation of the efforts from 2009, the Company along with the relevant Center of Competence have strengthened its efforts upon the strategic SMART and M3 Market initiatives. First reportable results have already been achieved through RINL Blast Furnace Capital Repair (Euro 34 Mio). This clearly show that the concept is on its successful way. They increased their engineering strength from 90 employees to 119 number of employees.

To strengthen their processes at MT India, they also implemented a "Coach" concept during 2010. Three coaches have been appointed, one each for Order Management, Procurement and Logistics and Engineering, who have been mandated to strengthen process implementation in these functional areas.

Internal accruals were not sufficient to fund long term working capital because of it's long cycle. The company had to resort to short term borrowings to meet the requirement. This is a temporary phenomenon and will be taken care in due course

FIXED ASSETS:

· Computers

• Electrical Equipments
• Furniture and Fixtures
• Motor Cars
• 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.51.15
UK Pound	1	Rs.81.79
Euro	1	Rs.68.34

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	6
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	5
--PROFITABILIRY	1~10	5
--LIQUIDITY	1~10	5
--LEVERAGE	1~10	5
--RESERVES	1~10	6
--CREDIT LINES	1~10	5
--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		47

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.