1. Summary Information

		Country	India
Company Name	VTS TF AIR SYSTEMS PRIVATE LIMITED	Principal Name 1	Mr. Anil Dev
Status	Moderate	Principal Name 2	Arkadiusz Skierski
		Registration #	08-036130
Street Address	Plot No. 222 to 224 and 229 to 232, KIADB Industrial Area, 3^rd Phase, Malur – 563130, Karnataka
Established Date	21.04.2005	SIC Code	--
Telephone#	91-8151-232683/ 84	Business Style 1	Manufacturer
Fax #	91-8151-32685	Business Style 2	--
Homepage	Not Available	Product Name 1	Air Conditioning Heating Equipment
# of employees	Not Available	Product Name 2	--
Paid up capital	Rs.163,881,000/-	Product Name 3	--
Shareholders	Foreign holdings (75.00%), Directors or relatives of Directors (25%)	Banking	Canara Bank
Public Limited Corp.	NO	Business Period	7 Years
IPO	NO	International Ins.	--
Public Enterprise	NO	Rating	B (27)
Related Company
Relation	Country	Company Name	CEO
Fellow Subsidiaries	Poland	VTS SP. ZOO	--
Note	-

2. Summary Financial Statement

Balance Sheet as of	31.03.2011		(Unit: Indian Rs.)
Assets		Liabilities
Current Assets	188,550,000	Current Liabilities	93,978,000
Inventories	31,176,000	Long-term Liabilities	79,057,000
Fixed Assets	107,281,000	Other Liabilities	10,197,000
Deferred Assets	0,000	Total Liabilities	183,232,000
Invest& other Assets	3,001,000	Retained Earnings	46,119,000
		Net Worth	146,776,000
Total Assets	330,008,000	Total Liab. & Equity	330,008,000
Total Assets (Previous Year)	338,565,000
P/L Statement as of	31.03.2011		(Unit: Indian Rs.)
Sales	307,885,000	Net Profit	(62,996,000)
Sales (Previous yr)	325,473,000	Net Profit(Prev.yr)	7,460,000

MIRA INFORM REPORT

Report Date :

21.04.2012

IDENTIFICATION DETAILS

Name :	VTS TF AIR SYSTEMS PRIVATE LIMITED (w.e.f. 18.09.2010)
Formerly Known as :	CLIVET TF AIR SYSTEMS PRIVATE LIMITED
Registered Office :	Plot No. 222 to 224 and 229 to 232, KIADB Industrial Area, 3^rd Phase, Malur – 563130, Karnataka
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	21.04.2005
Com. Reg. No.:	08-036130
Capital Investment / Paid-up Capital :	Rs.163.881 Millions
CIN No.: [Company Identification No.]	U29192KA2005PTC036130
TAN No.: [Tax Deduction & Collection Account No.]	BLRC05991G
PAN No.: [Permanent Account No.]	AACCC6263C
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturer of Air Conditioning Heating Equipment.
No. of Employees :	Not Available

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 590000
Status :	Moderate
Payment Behaviour :	Slow but correct
Litigation :	Clear
Comments :	Subject is an established company having moderate track. The company has moderate track records. The company has incurred some losses in the current year. There appears some accumulated losses recorded by the company. However, trade relations are reported as fair. Business is active. Payments are reported to be slow but correct. The company can be considered for business dealings with some cautions.

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 :	Plot No. 222 to 224 and 229 to 232, KIADB Industrial Area, 3^rd Phase, Malur – 563130, Karnataka, India
Tel. No.:	91-8151-232683/ 84
Fax No.:	91-8151-32685
E-Mail :	arkadiusz.skierski@vtsgroup.com alka.dev@vtsgroup.com

DIRECTORS

As on 29.09.2011

Name :

Mr. Anil Dev

Designation :

Director

Address :

646, 11^th Main Road, Hal, 2^nd Stage, Indiranagar, Bangalore – 560008, Karnataka, India

Date of Birth/Age :

02.09.1960

Date of Appointment :

21.04.2005

DIN No.:

00915872

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	U85110KA1989PLC010245	TRAC FUJICO AIRSYSTEMS LIMITED	Managing director	13/07/1989	13/07/1989	-	Converted to LLP and dissolved	NO
2	U00355KA1993PTC014932	TRAC AIRCONDITIONERS PRIVATE LIMITED	Director	17/11/1993	17/11/1993	-	Active	NO
3	U29192KA2005PTC036130	VTS TF AIR SYSTEMS PRIVATE LIMITED	Director	26/07/2011	21/04/2005	-	Active	NO
4	U52603KA2007PTC042189	TF AIR SYSTEMS PRIVATE LIMITED	Director	21/03/2007	21/03/2007	25/03/2009	Active	NO
5	U29253KA2010PTC055471	CLIMAVENETA CLIMATE TECHNOLOGIES PRIVATE LIMITED	Managing director	2/09/2011	13/10/2010	-	Active	NO
6	U29264KA2010PTC056119	ACE CLIMATE CONTROL TECHNOLOGIES PRIVATE LIMITED	Director	2/12/2010	2/12/2010	-	Active	NO

Name :

Krzysztof Tomasz Mital

Designation :

Director

Address :

22, Centaura, Gdansk, Poland 80299

Date of Birth/Age :

21.07.1977

Date of Appointment :

01.07.2010

DIN No.:

02758550

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	U26929KA2007PTC042219	VTS VENTUS INDIA PRIVATE LIMITED	Director	8/09/2009	8/09/2009	-	Active	NO
2	U29192KA2005PTC036130	VTS TF AIR SYSTEMS PRIVATE LIMITED	Director	1/07/2010	1/07/2010	-	Active	NO

Name :

Lech Artur Lakomy

Designation :

Director

Address :

Mariana Buczka 8, Reda 84240, Poland

Date of Birth/Age :

15.07.1964

Date of Appointment :

01.07.2010

DIN No.:

03132120

Name :

Arkadiusz Skierski

Designation :

Whole-time director

Address :

Konwaliowa 7 Mlawa, 06500, Poland

Date of Birth/Age :

24.08.1971

Date of Appointment :

26.07.2011

DIN No.:

03578808

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	U29192KA2005PTC036130	VTS TF AIR SYSTEMS PRIVATE LIMITED	Whole-time director	29/09/2011	26/07/2011	-	Active	NO

Name :

Mr. Ravi Kant Puri

Designation :

Managing director

Address :

No. D 201, Akme Ballet, Outer Ring Road, Marathahalli, Dodda, Nekkundi, Bangalore – 560037, Karnataka, India

Date of Birth/Age :

21.05.1970

Date of Appointment :

26.07.2011

DIN No.:

03583164

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	U29192KA2005PTC036130	VTS TF AIR SYSTEMS PRIVATE LIMITED	Managing director	29/09/2011	26/07/2011	-	Active	NO

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 29.09.2011

Names of Shareholders	No. of Shares
VTS Group S. A, Luxembourg	4791072
Safeman Limited, Cyprus	7500000
Anil Dev and Alka Dev	4097024
Total	16388096

As on 02.03.2012

Names of Allottees	No. of Shares
Anil Dev and Alka Dev	184328
VTS Group S.A, Luxembourg	552981
Total	737309

Equity Share Break up (Percentage of Total Equity)

As on 29.09.2011

Category	Percentage
Foreign holdings( Foreign institutional investor(s), Foreign companie(s) Foreign financial institution(s), Non-resident Indian(s) or Overseas Corporate bodies or Others	75.00
Directors or relatives of Directors	25.00
Total	100.00

BUSINESS DETAILS

Line of Business :

Manufacturer of Air Conditioning Heating Equipment.

PRODUCTION STATUS AS ON 31.03.2011

Particulars	Unit
Installed Capacity	Nos.	3075
Actual Production -AHU	Nos.	1837

* The installed capacity serves multiple purposes and will vary according to product mix. The installed capacity has been certified by the company’s management and relied upon by the auditors, this being a technical matter.

GENERAL INFORMATION

No. of Employees :

Not Available

Bankers :

Canara Bank, Maruthi Mansion, No. 19/7, Cunningham Road, Bangalore – 560052, Karnataka, India

Facilities :

Secured Loan	As on 31.03.2011 (Rs. in Millions)	As on 31.03.2010 (Rs. in Millions)
Rupee term loans banks secured	8.235	21.610
Rupee term loans others secured	70.822	60.600
Total	79.057	82.210

Banking Relations :	--
Auditors :
Name :	Deloitte Haskins and Sells Chartered Accountants
Address :	Deloitte Centre Anchorage II, 100/2, Richmond Road, Bangalore-560025, Karnataka, India
PAN.:	AACFD3771D
Ultimate Holding Company :	VTS Group SA, Luxembourg (from 1st July 2010)
Companies with significant influence :	· Clivet S.p.A., Italy (Clivet SpA) (Till 11th June 2010) · Trac Fujico Air Systems Limited (TRAC Fujico) - India (Till 3rd April 2010) · Safe Man Limited, Cyprus · VTS, Poland
Fellow Subsidiaries :	· VTS SP. ZOO, Poland · VTS Clima Gulf FZCO – Gulf · VTS Ventus India Private Limited · Shangai VTS CLima Air Conditioning Equipment Company, China · Clivet MI – East FZC., Dubai (Clivet Mideast) (till 11th June 2010)
Enterprises owned or significantly influenced by Key Management Personnel :	· Trac Fujico Air Systems Limited (from 4th April 2010) · Climaveneta Climate Technologies Private Limited, India

CAPITAL STRUCTURE

After 29.09.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
18000000	Equity Shares	Rs.10/- each	Rs.180.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
17125405	Equity Shares	Rs.10/- each	Rs.171.254 Millions

As on 31.03.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
18000000	Equity Shares	Rs.10/- each	Rs.180.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
16388096	Equity Shares	Rs.10/- each	Rs.163.881 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		163.881	150.000	130.000
2] Share Application Money		0.000	0.000	20.000
3] Reserves & Surplus		46.119	0.000	0.000
4] (Accumulated Losses)		(63.224)	(0.228)	(7.688)
NETWORTH		146.776	149.772	142.312
LOAN FUNDS
1] Secured Loans		79.057	82.210	94.744
2] Unsecured Loans		0.000	0.000	0.000
TOTAL BORROWING		79.057	82.210	94.744
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		225.833	231.982	237.056
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		107.281	104.638	108.670
Capital work-in-progress		3.001	0.000	0.000
INVESTMENT		0.000	0.000	0.000
DEFERREX TAX ASSETS		0.000	2.232	1.650
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	31.176	42.090	58.813
	Sundry Debtors	130.746	130.511	121.107
	Cash & Bank Balances	10.458	19.664	9.870
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	47.346	39.430	31.525
Total Current Assets		219.726	231.695	221.315
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	73.447	91.118	81.224
	Other Current Liabilities	20.531	7.739	7.163
	Provisions	10.197	7.726	6.192
Total Current Liabilities		104.175	106.583	94.579
Net Current Assets		115.551	125.112	126.736
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		225.833	231.982	237.056

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		Income	307.885	325.473	324.812
		Other Income	NA	NA	NA
		TOTAL	NA	NA	NA
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION		(54.872)	12.788	15.040
Less/ Add	DEPRECIATION/ AMORTISATION		5.892	5.910	6.031
	PROFIT BEFORE TAX		(60.764)	6.878	9.009
Less	TAX		2.232	(0.582)	0.167
	PROFIT AFTER TAX		(62.996)	7.460	8.842
	EARNINGS IN FOREIGN CURRENCY
		Commission Earnings	6.669	20.245	9.353
		Services (Including Warranty Recoveries)	0.682	4.839	4.382
		FOB Value of Exports	0.205	2.819	2.932
		Other Earnings	0.000	1.605	0.000
	TOTAL EARNINGS		7.556	29.508	16.667
	IMPORTS
		Raw Materials	13.706	19.484	26.183
		Capital Goods	2.608	0.000	1.568
	TOTAL IMPORTS		16.314	19.484	27.751
	Earnings Per Share (Rs.)		(3.93)	0.53	0.68

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
Net Profit Margin (PBT/Sales)	(%)	19.73	2.11	2.77
Return on Total Assets (PBT/Total Assets}	(%)	18.58	2.04	2.73
Return on Investment (ROI) (PBT/Networth)		0.41	0.05	0.06
Debt Equity Ratio (Total Liability/Networth)		1.25	1.26	1.33
Current Ratio (Current Asset/Current Liability)		2.11	2.17	2.34

LOCAL AGENCY FURTHER INFORMATION

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	No
10) Designation of contact person	No
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	No
17) Major suppliers	No
18) Major customers	No
19) Payments terms	No
20) Export / Import details (if applicable)	No
21) Market information	--
22) Litigations that the firm / promoter	--
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

Note:

The registered address of the company Plot No: 222 to 224 and 229 to 232, KIADB Industrial Area, 3^rd Phase, Malur – 572130, Karnataka, India has been shifted to the present address w.e.f. 03.02.2012

REVIEW OF OPERATIONS AND BUSINESS PROSPECTS:

There is a marginal decrease in the sales revenue of the company. The Company has incurred a loss compared to profit of the previous year. Due to increase in the cost of materials and operating cost, the profit margin has decreased. The Company is making its earnest effort to increase the sales and earn profit during the current financial year.

FIXED ASSETS

· Leasehold Land

· Building

· Plant and Machinery

· Furniture and Fixtures

· Office Equipment

· Computer

· Vehicles

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.83.54
Euro	1	Rs.68.39

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	3
PAID-UP CAPITAL	1~10	3
OPERATING SCALE	1~10	3
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	3
--PROFITABILIRY	1~10	3
--LIQUIDITY	1~10	3
--LEVERAGE	1~10	3
--RESERVES	1~10	3
--CREDIT LINES	1~10	3
--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	NO
--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.