MIRA INFORM REPORT

Report Date :

21.04.2012

IDENTIFICATION DETAILS

Name :	AIROIL FLAREGAS PRIVATE LIMITED (w.e.f. 12.12.2011)
Formerly Known as:	AIROIL FLAREGAS (INDIA) PRIVATE LIMITED
Registered Office :	Survey No. 788 Opposite Torrent Laboratories Limited, Kalol, Mehsana Highway, Indrad, Mehsana - 383341, Gujarat
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	07.04.1984
Com. Reg. No.:	04-006875
Capital Investment / Paid-up Capital :	Rs.9.800 Millions
CIN No.: [Company Identification No.]	U24110GJ1984PTC006875
Legal Form :	Private Limited Liability Company
Line of Business :	Sale of Flare Systems and Components along with Erection and Installation of the same.
No. of Employees :	Not Divulged by Management

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 1131176
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a well established company having fine track. General financial position is good. Trade relations are reported as fair. Business is active. Payments are reported to be correct and as per commitments. The company can be considered good for normal 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 :	Mr. Mayank
Designation :	Office Executive
Contact No.:	91-9376108870
Date :	20.04.2012

LOCATIONS

Registered Office :	Survey No. 788 Opposite Torrent Laboratories Limited, Kalol, Mehsana Highway, Indrad, Mehsana - 383341, Gujarat, India
Tel. No.:	91-2764-233496
Fax No.:	91-2764-233503
E-Mail :	ida@hs.co.in corphq@hs.co.in
Website :	www.airoilindia.com
Corporate Office :	204, Sumer Kendra, Pandurang Budhkar Marg, Worli, Mumbai - 400 018, Maharashtra, India
Tel. No.:	91-22-4965031-36
Fax No.:	91-22-4961073
E-Mail :	corphg@hs.co.in
Head Quarters:	South Zone 44, South Boag Road, T. Nagar, Chennai - 600 017, Tamilnadu, India Tel. No.: 91-44-4345529 / 4347923 / 4342146 Fax No.: 91-44-4344320 Email: hsmadras@vsnl.com North Zone B-4/222 Safdarjung  Enclave New Delhi - 110 029, India Tel. No.: 91-11-6161217 / 6197824 Fax No.: 91-11-6193156
Branches :	Located At: Baroda Calcutta Hyderabad Bangalore

DIRECTORS

AS ON 29.09.2011

Name :	Mr. Anthony Saia
Designation :	Director
Address :	7, Oak Ridge, Wehterby, West Yorks, Hire LS226GT, United Kingdom
Date of Birth/Age :	05.01.1959
Date of Appointment :	11.09.2009
Date of Ceasing:	07.03.2011
Name :	Mr. Hasmukh C Sheth
Designation :	Director
Address :	301/401, Om Vikas Tower, Behind Parsi Agiyari, Walkeshwar Road, Waslkeshwar, Mumbai – 400006, India
Date of Birth/Age :	04.02.1939
Date of Appointment :	07.04.1984
DIN :	00010820
Name :	Mr. Gautam H Sheth
Designation :	Director
Address :	301/401, Om Vikas Tower, Behind Parsi Agiyari, Walkeshwar Road, Waslkeshwar, Mumbai – 400006, India
Date of Birth/Age :	15.06.1968
Date of Appointment :	01.09.1995
DIN :	00011068
Name :	Mr. Peter Joseph Andrade
Designation :	Director
Address :	C-7, Sangam Bhavan, opp. Strand Cinema, Colaba, Mumbai – 400005, Maharashtra, India
Date of Birth/Age :	03.01.1947
Date of Appointment :	01.04.1992
DIN :	00014241
Name :	Mr. Damji C Chheda
Designation :	Director
Address :	D6, 501/502, Mlinath Apartment, Sarvodaya Nagar, Jain mandir Marg, Mulund west, Mumbai – 400080, Maharashtra, India
Date of Birth/Age :	02.03.1945
Date of Appointment :	29.09.1995
DIN :	00014267
Name :	Mr. Michael F Wignall
Designation :	Director
Address :	64, Chine Walk, West Parley, Dorset, BH228PX, Engalnd, United Kingdom
Date of Birth/Age :	29.07.1958
Date of Appointment :	29.09.1995
Date of Ceasing:	07.03.2011
DIN :	01407967
Name :	Mr. Christopher P Ivett
Designation :	Director
Address :	Whitmoor, Whitmore Lane, Woodlands, Wimborne, BH218LS, Engalnd, United Kingdom
Date of Birth/Age :	26.10.1960
Date of Appointment :	31.10.2006
Date of Ceasing:	07.03.2011
DIN :	01408073

KEY EXECUTIVES

Name :	S.B. Dardi and Associates
Designation :	Company Secretary
Address :	A-60/1220, Azad Nagar, Veera Desai Road, Andheri [west], Mumbai – 400053, India
Tel. No.:	91-22-26734304
Fax No.:	91-22-26734305

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 29.09.2011

Names of Shareholders	No. of Shares
Hasmukh C Sheth	119450
Peter Joseph Andrade	78000
Sheth H Ushaben	108450
Sheth H Gautam	817699
Andrade Claire Felicity	5000
Ramaswamy Melanie	8750
Andrade Nigel	17500
Peter Joseph Andrade and Andrade Claire Felicity	58500
Andrade Claire Felicity and Peter Joseph Andrade	3750
Hasmukh C Sheth and Sheth H Ushaben	34000
Sheth H Ushaben and Hasmukh C Sheth	45000
Sheth H Gautam and Hasmukh C Sheth andPeter Joseph Andrade	1
Hamworthy Combustion Engineering Limited, UK	294000
Sanghavi M Mitesh	76725
Sanghavi M Sheetal	230175
Gautam Sheth HUF	103000
Total	2000000

AS ON 29.09.2011

Category		Percentage of Holding
Foreign holdings [Foreign institutional investors, Foreign Companies, Foreign Financial Institutions, Non-resident Indian or Overseas corporate bodies or others]		14.70
Directors or relatives of directors		85.30
	Total	100.00

BUSINESS DETAILS

Line of Business :

Sale of Flare Systems and Components along with Erection and Installation of the same.

PRODUCTION STATUS AS ON 31.03.2011

Particulars	Unit	Actual Production
Flare System with components, burner, component, Igniter and spare, plates	Nos./Set	6406

GENERAL INFORMATION

No. of Employees :

Not Divulged by Management

Bankers :

Canara Bank, Worli Branch, Mathanda Building, Dr. Annie Besant Road, Mumbai 400018, Maharashtra, India

Facilities :

SECURED LOAN	31.03.2011 Rs. In Millions	31.03.2010 Rs. In Millions
From Canara Bank
C C Hypothecation A/c (secured against hypothecation of raw material, finished goods, work in progress, book debts and first charge on the fixed assets of the company)	28.390	19.323
ICICI Bank (secured against hypothecation of motor car) (installment repayable within next 12 months Rs. 0.349 million ) including interest	0.000	0.279
TML Financial Services Limited (installment repayable within next 12 months Rs. 0.108 million) including interest	0.000	0.216
TOTAL	28.390	19.818

Banking Relations :	--
Auditors :
Name :	S P Jain and Associates Chartered Accountant
Address :	601 Orbit Plaza, 6^th Floor, Appa Saheb Marathe Marg, New Prabhadevi Road, Prabhadevi, Mumbai - 400025, Maharashtra, India
Tel. No.:	91-22-24316201 / 02 / 24218129 / 24320931
Fax No.:	91-22-24218130
Associates:	Hammworthy Combustion Engineering Limited TLT Engineering India Private Limited HS Engineering and Marketing Service Koerting Engineering Private Limited

CAPITAL STRUCTURE

AS ON 31.03.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
1,250,000	Equity Shares	Rs. 10 each	Rs.12.500 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
980,000	Equity Shares	Rs. 10 each	Rs.9.800 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		9.800	9.800	9.800
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		272.994	237.551	186.207
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		282.794	247.351	196.007
LOAN FUNDS
1] Secured Loans		28.390	19.818	11.908
2] Unsecured Loans		0.000	0.000	0.000
TOTAL BORROWING		28.390	19.818	11.908
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		311.184	267.169	207.915
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		56.221	36.349	38.639
Capital work-in-progress		1.852	11.661	10.484
INVESTMENT		0.463	0.363	0.247
DEFERREX TAX ASSETS		11.014	8.736	9.602
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	40.645	51.237	46.028
	Sundry Debtors	126.489	80.045	172.094
	Cash & Bank Balances	48.558	86.375	39.226
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	110.766	137.135	84.202
Total Current Assets		326.458	354.792	341.550
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	28.262	27.298	42.478
	Other Current Liabilities	34.162	38.084	83.704
	Provisions	22.400	79.350	66.425
Total Current Liabilities		84.824	144.732	192.607
Net Current Assets		241.634	210.060	148.943
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		311.184	267.169	207.915

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		Sales	260.736	276.089	520.358
		Other Income	0.000	0.000	0.000
		TOTAL (A)	260.736	276.089	520.358
Less	EXPENSES
		Office Expenses
		Administrative Expenses	NA	NA	391.172
		Advertising Expenses
		TOTAL (B)	NA	NA	391.172
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		67.100	93.092	129.186
Less	FINANCIAL EXPENSES (D)		3.759	3.650	6.939
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		63.341	89.442	122.247
Less/ Add	DEPRECIATION/ AMORTISATION (F)		5.780	4.764	4.826
	PROFIT BEFORE TAX (E-F) (G)		57.561	84.678	117.421
Less	TAX (H)		22.400	28.900	50.450
	PROFIT AFTER TAX (G-H) (I)		35.161	55.778	66.971
Add	Provision for Differed Liability / Assets		0.281	(0.866)	10.011
Less/ Add	Excess Provisional for I T in earlier year written off / written back		2.279	(0.139)	(0.740)
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		206.801	162.457	96.654
Less	APPROPRIATIONS
		Transfer to General Reserve	5.500	7.000	7.000
		Dividend	1.960	2.940	2.940
		Tax on Dividend	0.318	0.489	0.499
	BALANCE CARRIED TO THE B/S		236.745	206.801	162.457
	EARNINGS IN FOREIGN CURRENCY
		Export Earnings	23.159	1.615	2.051

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	13.48	20.20	12.87
Net Profit Margin (PBT/Sales)	(%)	22.08	30.67	22.56
Return on Total Assets (PBT/Total Assets}	(%)	15.04	21.64	30.88
Return on Investment (ROI) (PBT/Networth)		0.20	0.34	0.60
Debt Equity Ratio (Total Liability/Networth)		0.40	0.66	1.04
Current Ratio (Current Asset/Current Liability)		3.85	2.45	1.77

LOCAL AGENCY FURTHER INFORMATION

Sundry Creditors

Particulars	31.03.2011 Rs. In Millions	31.03.2010 Rs. In Millions	31.03.2009 Rs. In Millions
Sundry Creditors for expenses	7.545	6.025	4.112
Sundry Creditors for expenses	1.042	0.340	2.136
Sundry Creditors for expenses	19.675	20.933	36.230
Total	59.4931	27.298	42.478

Check List by Info Agents	Available in Report (Yes / No)
1) Year of Establishment	Yes
2) Locality of the firm	Yes
3) Constitutions of the firm	Yes
4) Premises details	No
5) Type of Business	Yes
6) Line of Business	Yes
7) Promoter's background	Yes
8) No. of employees	No
9) Name of person contacted	Yes
10) Designation of contact person	Yes
11) Turnover of firm for last three years	Yes
12) Profitability for last three years	Yes
13) Reasons for variation <> 20%	--
14) Estimation for coming financial year	No
15) Capital in the business	Yes
16) Details of sister concerns	Yes
17) Major suppliers	No
18) Major customers	No
19) Payments terms	No
20) Export / Import details (if applicable)	--
21) Market information	--
22) Litigations 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, if available	Yes

FIXED ASSETS:

• Land office Building
• Plant and Machinery
• Electrical Fittings
• Furniture and Fixtures
• Office Equipment
• Computer
• Motor Car and Vehicle

FORM 8

Corporate identity number of the company	AIROIL FLAREGAS (INDIA) PRIVATE LIMITED
Name of the company	U24110GJ1984PTC006875
Address of the registered office or of the principal place of business in India of the company	Survey No. 788 Opposite Torrent Laboratories Limited, Kalol, Mehsana Highway, Indrad, Mehsana 383341, Gujarat, India
This form is for	Modification of charge
Type of charge	· Book debts Movable property (not being pledge)
Particular of charge holder	Canara Bank, Worli Branch, Mathanda Building, Dr. Annie Besant Road, Mumbai 400018, Maharashtra, India Email: manegermcity0113@canbank.co.in
Nature of instrument creating charge	1) Letter of Renewal 2) Supplemental Common Hypothecation Agreement (Both the above documents together constitute a single modification of charge from Rs.227.500 Millions to Rs.160.00 Millions.)
Date of instrument Creating the charge	11.07.2011
Amount secured by the charge	Rs. 160.000 millions
Brief of the principal terms an conditions and extent and operation of the charge	Rate of interest As may be decided, from time to time, by the bank. Margin As may be decided, from time to time, by the bank. Extent and operation of the charge To secure the due repayment of the following credit facilities of Rs.160.000 Millions (Reduced from Rs.227.500 Millions), together with interest, interest tax, cost, charges and expenses thereon, granted by the Bank to the Company. 1) OCC/ODBD of Rs.40.000 Millions (with a sub-limit of ODBD limit of Rs.4.000 Millions) 2) ILC/FLC of Rs.15.000 Millions (enhanced rom Rs.12.500 Millions) (Sub-limit of DALC Limit of Rs.10.000 Millions) 3) BG of Rs.1.000 Millions (enhanced From Rs.70.000 Millions) 4) SDB of Rs.5.000 Millions (Sub-limit of CDB facility of Rs.1.000 Millions)
Short particulars of the property charged (Including location of the property)	Hypothecation of Stock & Book-Debts of or due to the Company as per Stock Statement as on 30.11.2010 Rs.79.300. Millions 1)Hypothecation of Plant & Machinery as per ABS 31.03.2010 Rs.10.755 Millions 2)Furniture and Fixtures as per ABS 31.03.2010 Rs.1.180 Millions 3)Misc. assests as per ABS 31.03.2010 Rs.1.182 Millions
Date of instrument modifying the charge
Particulars of the present modification

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.51.99
UK Pound	1	Rs.83.53
Euro	1	Rs.68.39

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	6
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	6
--LEVERAGE	1~10	6
--RESERVES	1~10	6
--CREDIT LINES	1~10	6
--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	NO
--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.