MIRA INFORM REPORT

Report Date :

19.04.2012

IDENTIFICATION DETAILS

Name :	TOPACK FITTINGS LIMITED
Registered Office :	415, Swastik Chamber, Sion Trombay Road, Chembur, Mumbai – 400 071, Maharashtra
Country :	India
Financials (as on) :	31.03.2011
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 2169692
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.

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. Pradip
Designation :	General Manager in Finance
Contact No.:	91-9374643323

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 30.06.2011

Name :	Mr. Janak Jagmohandas Katakia
Designation :	Director
Address :	23/B, Kunj Society, Alkapuri, Vadodara – 390007, Gujarat, India
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	Date of cessation	Company Status	Defaulting status
1	U29198MH1985PTC035641	TOPACK MARKETING PRIVATE LIMITED	Director	26/06/1985	26/06/1985	-	Active	NO
2	U99999MH1987PLC044364	TOPACK INDUSTRIES (INDIA) PRIVATE LIMITED	Director	12/08/1987	12/08/1987	-	Active	NO
3	U29200MH1991PTC062394	PROCAM ENGINEERING SERVICES PRIVATE LILMITED	Director	08/07/1991	08/07/1991	-	Active	NO
4	U67120MH1997PTC106494	TOPACK INVESTMENTS PRIVATE LIMITED	Director	01/10/2008	12/03/1997	16/12/2011	Active	NO
5	U26900MH1997PTC107673	TOPACK CERAMICS PRIVATE LIMITED	Director	15/07/1997	15/07/1997	-	Active	NO
6	U99999MH1990PLC056461	TOPACK FITTINGS LIMITED	Whole-time director	01/04/2006	01/04/2006	-	Active	NO
7	U27100MH2005PTC153462	TEKNO STEELS AND FORGINGS PRIVATE LIMITED	Director	20/05/2006	20/05/2006	-	Active	NO
8	U28910MH1993PTC071931	TUBE FIT FORGINGS PRIVATE LIMITED	Director	03/10/2008	03/10/2008	-	Active	NO
9	L74239MH1982PLC026341	MERCURY LABORATORIES LIMITED	Additional director	05/01/2012	05/01/2012	-	Active	NO

Name :	Mr. Jagmohandas Kuberdas Katakia
Designation :	Director
Address :	23/B, Kunj Society, Alkapuri, Vadodara – 390007, Gujarat, India
DIN No.:	01570591

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	U28910MH1989PTC052857	TOPACK FIELD SERVICES P LTD	Director	01/10/1990	01/10/1990	-	Active	NO
2	U27100MH2005PTC153462	TEKNO STEELS AND FORGINGS PRIVATE LIMITED	Director	07/03/2008	07/03/2008	03/10/2008	Active	NO
3	U28910MH1993PTC071931	TUBE FIT FORGINGS PRIVATE LIMITED	Director	03/10/2008	03/10/2008	-	Active	NO
4	U99999MH1990PLC056461	TOPACK FITTINGS LIMITED	Director	08/06/2011	08/06/2011	-	Active	NO

Name :	Mr. Ravi Ghanshyamdas Lekhrajani
Designation :	Director
Address :	23/B, Kunj Society, Alkapuri, Vadodara – 390007, Gujarat, India
DIN No.:	01759409

Other Directorship:

Top of Form

Bottom of Form

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	U74140GJ2004PTC044853	GRIN BPO SERVICES PRIVATE LIMITED	Director	04/10/2004	04/10/2004	20/03/2012	Active	NO
2	U34300PN1985PTC035877	INDO SCHOTTLE AUTO PARTS PVT LTD	Nominee director	28/11/2005	28/11/2005	13/08/2008	Active	NO
3	U24110MH1991PTC063399	PHTHALO COLOURS AND CHEMICALS (INDIA) LIMITED	Nominee director	23/07/2007	23/07/2007	-	Active	NO
4	U60100WB2004PTC100396	VENKATESH LOGISTICS PRIVATE LIMITED	Nominee director	01/12/2008	01/12/2008	-	Active	NO
5	U21093PN2004PLC018983	BILTUBE INDUSTRIES LIMITED	Nominee director	09/11/2009	09/11/2009	-	Active	NO
6	U26941AP2007PLC053611	BHAVYA CEMENTS LIMITED	Nominee director	08/12/2009	08/12/2009	-	Active	NO
7	U67190MH2010PTC202800	WIP (INDIA) PRIVATE LIMITED	Director	31/10/2011	07/05/2010	-	Active	NO
8	U74999MH1955PTC009593	S H KELKAR AND COMPANY PRIVATE LIMITED	Director	04/09/2010	27/08/2010	-	Active	NO
9	U27100MH2005PTC153462	TEKNO STEELS AND FORGINGS PRIVATE LIMITED	Director	08/06/2011	08/06/2011	-	Active	NO
10	U99999MH1990PLC056461	TOPACK FITTINGS LIMITED	Director	08/06/2011	08/06/2011	-	Active	NO

KEY EXECUTIVES

Name :	Mr. Pradip
Designation :	General Manager in Finance

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 30.06.2011

Names of Shareholders	No. of shares
Janak J Katakia	2835
Surbhi Katakia	50738
J J Katakia HUF	11
Jagmohandas Katakia	8117
Indumati Katakia	43499
Jagmohandas Katakia HUF	316
Priyal Katakia	10009
Total	115525

BODIES CORPORATE AS ON 30.06.2011

Names of Shareholders	No. of shares
Wayzata II Indian Ocean Limited	225000
Total	225000

AS ON 30.06.2011

Equity Share Breakup	Percentage of Holding
Category
Foreign holdings( Foreign institutional investor(s), Foreign companie(s) Foreign financial institution(s), Non-resident Indian(s) or Overseas Corporate bodies or Others	66.07
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]

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

· The Lakshmi Vilas Bank Limited, Alkapuri, Baroda - 390007, Gujarat, India

Facility:

SECURED LOAN	31.03.2011 Rs. In Millions	31.03.2010 Rs. In Millions
Rupee term loans banks secured	26.463	36.883
Rupee term loans financial institutions secured	18.900	0.000
Foreign currency loans banks secured	13.230	20.062
Working capital loans banks secured	242.853	231.235
Loans taken for vehicles secured	5.420	0.347
Interest accrued due other debt secured	0.583	0.380
Total	307.449	288.907
UNSECURED LOAN	31.03.2011 Rs. In Millions	31.03.2010 Rs. In Millions
Rupee term loans banks unsecured	28.642	0.000
Loans directors unsecured	0.300	0.000
TOTAL	28.942	0.00

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 :	Topack Industries India Limited

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

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2011	31.03.2010	31.03.2009
SHAREHOLDERS FUNDS
1] Share Capital		30.00	30.000	30.000
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		512.423	424.877	328.615
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		542.423	454.877	358.615
LOAN FUNDS
1] Secured Loans		307.449	288.907	253.861
2] Unsecured Loans		31.642	0.000	0.000
TOTAL BORROWING		339.091	288.907	253.861
DEFERRED TAX LIABILITIES		38.398	37.541	36.287
TOTAL		919.912	781.325	648.763
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		263.054	255.281	260.455
Capital work-in-progress		15.533	5.405	6.061
INVESTMENT		0.000	0.000	0.000
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	457.948	285.522	151.390
	Sundry Debtors	467.989	367.959	384.365
	Cash & Bank Balances	54.940	44.893	35.377
	Other Current Assets	0.000	0.000	2.407
	Loans & Advances	186.034	152.872	145.132
Total Current Assets		1166.911	851.246	718.671
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	324.531	167.172	150.747
	Current Liabilities	20.519	11.815	20.615
	Provisions	180.536	151.620	165.062
Total Current Liabilities		525.586	330.607	336.424
Net Current Assets		641.325	520.639	382.247
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		919.912	781.325	648.763

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		Income	1155.331	1299.730	1351.538
		Other Income	26.516	48.520	49.134
		TOTAL (A)	1181.847	1348.250	1400.672
Less	EXPENSES
		Increase/(Decrease) in Finished Goods	0.000	0.000	7.927
		Consumption materials changes inventories	635.931	766.771	794.983
		Contract Cost	96.582	117.177	91.303
		Manufacturing Expenses	104.930	92.530	119.899
		Employee’s Emoluments	49.641	38.760	32.386
		Administrative, selling and general Expenses	80.960	66.920	65.655
		Exceptional Expenses	0.058	0.000
		TOTAL (B)	968.102	1082.158	1112.153
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		213.745	266.092	288.519
Less	FINANCIAL EXPENSES (D)		57.636	46.507	72.453
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		156.109	219.585	216.066
Less/ Add	DEPRECIATION/ AMORTISATION (F)		23.206	21.519	20.292
	PROFIT BEFORE TAX (E-F) (G)		132.903	198.066	195.774
Less	TAX (H)		45.357	66.735	80.033
	PROFIT AFTER TAX (G-H) (I)		87.546	131.331	115.741
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		NA	60.609	36.966
Less	APPROPRIATIONS
		Transfer to General Reserve	NA	100.000	57.000
		Dividend	NA	30.000	30.000
		Tax on Dividend	NA	5.069	5.098
	BALANCE CARRIED TO THE B/S		44.418	56.871	60.609
	EARNINGS IN FOREIGN CURRENCY
		Export Earnings	151.522	42.813	54.684
	IMPORTS
		Raw Materials	NA	142.630	92.300
	Earnings Per Share (Rs.)		291.82	439.88	418.61

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	7.40	9.74	8.79
Net Profit Margin (PBT/Sales)	(%)	11.50	15.23	14.31
Return on Total Assets (PBT/Total Assets}	(%)	9.29	17.81	19.75
Return on Investment (ROI) (PBT/Networth)		0.25	0.43	0.54
Debt Equity Ratio (Total Liability/Networth)		1.59	1.44	1.65
Current Ratio (Current Asset/Current Liability)		2.22	2.57	2.14

LOCAL AGENCY FURTHER INFORMATION

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	Yes
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	Yes
13.	Reasons for variations <> 20%	--
14.	Estimation for coming financial year	No
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	Yes
28.	Incorporation details, if applicable	Yes
29.	Last accounts filed at ROC	Yes
30.	Major Shareholders, is available	Yes

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.1155.331 Millions as compared to Rs. 1299.730 Millions in the previous year. Net profit for the year decreased to Rs. 87.546 Millions from Rs.131.331 Millions in the previous year. The decrease in the turnover was around 11% was due to overall recession and the Power/Oil/Gas sector’s new projects/its expansion were temporarily kept on hold.

However the profitability has not been materially affected as compared with the previous year. With the achievement of the GDP growth in the country of 8.5% (against the target of 9%) and targeted around the same, there is thrust by the Government on the development for infrastructure projects viz. Roads, bridges, Ports, Refineries, pipe and Gas supply and electricity generation, we have a great potential to achieve the higher sales in the coming years as we are supplying mainly to refineries and Pipe/Gas supply companies.

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.51.50
UK Pound	1	Rs.81.98
Euro	1	Rs.67.54

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.