MIRA INFORM REPORT

Report Date :

26.04.2012

IDENTIFICATION DETAILS

Name :	GEA PROCESS ENGINEERING (INDIA) PRIVATE LIMITED (w.e.f.24.09.2010)
Formerly Known As :	GEA PROCESS ENGINEERING (INDIA) LIMITED (w.e.f. 22.09.2005) L AND T-NIRO LIMITED
Registered Office :	L and T House, Ballard Estate, Mumbai – 400 038, Maharashtra
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	05.02.1992
Com. Reg. No.:	11-65230
Capital Investment / Paid-up Capital :	Rs.1089.471 Millions
CIN No.: [Company Identification No.]	U74999MH1992PTC065230
TAN No.: [Tax Deduction & Collection Account No.]	BRDL00183B
PAN No.: [Permanent Account No.]	AAACL0566H
Legal Form :	Private Limited Liability Company
Line of Business :	They Provide of EPC Solution for Dairy, Chemical, Pharmaceutical, Brewery and Beverages Industries.
No. of Employees :	200 (Approximately) (In office : 50 + In Factory 150)

RATING & COMMENTS

MIRA’s Rating :

B (26)

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

Maximum Credit Limit :	USD 1900000
Status :	Moderate
Payment Behaviour :	Slow
Litigation :	Clear
Comments :	Subject is an established company having moderate track. There appears to be some accumulated losses recorded by the company. Profitability of the company is under presure. However, trade relations are fair. Business is active. Payments are reported to be slow. The company can be considered for business dealings on safe and secured 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 PARTED BY

Name :	Mr. Michael
Designation :	Finance Head
Contact No.:	91-9825111244
Date :	23.04.2012

LOCATIONS

Registered Office :	L and T House, Ballard Estate, Mumbai – 400038, Maharashtra, India
Tel. No.:	91-22-22618181
Mobile No.:	91-9825111244 (Mr. Michael)
E-Mail :	Michel.niese@geagroup.com info@geap-india.com
Website :	www.geap.india.com
Area :	10,000 sq. ft.
Location :	Owned
Head Office :	Block No.8, P O Dumad, Savli Road, Vadodara – 391740, Gujarat, India
Tel. No.:	91-265-3061700/ 701
Fax No.:	91-265-3061755/756
E-Mail :	info.gpin.in@geagroup.com
Website :	www.geap-india.com
Branch Office :	Coral Sahere, 3rr Floor, Ghodbunder Road, Opp Suraj Water Park, Thane – 400607, Maharashtra, India
Tel. No.:	91-22-39924000
Fax No.:	91-22-39924069
E-Mail :	info.gpin.in@geagroup.com
Website :	www.geap-india.com

DIRECTORS

As on 30.09.2011

Name :	Mr. Srinivasan Subramanian
Designation :	Director
Address :	Flat No. 6, Raymont Court, No. 33, Pycrofts Garden Road, Nungmbakkam – 600 006, Chennai
Qualification :	B. Tech (Hons) and MBA
Experience :	36 Years
Date of Birth/Age :	14.06.1951
Date of Appointment :	17.09.2007
DIN No.:	01798413
Name :	Mr. Raman Madhok
Designation :	Whole Time Director
Address :	17 & 19 Rose Ave. PO Goa University, Goa – 403206, India
Date of Birth/Age :	02.02.1945
Date of Appointment :	27.02.1993
DIN No.:	01798377
Name :	Mr. Anders Wilhjelm
Designation :	Director
Address :	Caroline Wilhjelm Grunersvej Holte 2840 , Denmark
Date of Birth/Age :	01.07.1966
Date of Appointment :	21.08.2008
DIN No.:	02688836
Name :	Mr. Tom Niels Wrensted
Designation :	Director
Address :	Nodebovej 15 Nodebo, Fredensborg 3480, Denmark
Date of Birth/Age :	08.07.1965
Date of Appointment :	31.12.2010
DIN No.:	03324734

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 30.09.2011

Names of Shareholders (Equity Shareholders)	No. of Shares
Gea Process Engineering A/S, Denmark	7999994
Niels Graugaard	1
Raman Madhok / Gea Process Engineering A/S, Goa	5
Total	8000000

Names of Shareholders (Preferences Shares)	No. of Shares
Gea Process Engineering A/S, Denmark	10094706
Total	10094706

Equity Share Break up (Percentage of Total Equity)

As on 30.09.2011

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	100.00
Total	100.00

BUSINESS DETAILS

Line of Business :	They Provide of EPC Solution for Dairy, Chemical, Pharmaceutical, Brewery and Beverages Industries.
Exports :
Products :	Dairy, Chemical, Pharmaceutical, Brewery
Countries :	Middle East, Taiwan Nepal
Imports :
Products :	Raw Material
Countries :	Europe
Terms :
Selling :	L/C, Cash and Credit
Purchasing :	Cash and Credit

GENERAL INFORMATION

Suppliers :

· Jindal Steel

Customers :

Wholesalers and Retailers

· Amul

No. of Employees :

200 (Approximately) (In office : 50 + In Factory 150)

Bankers :

• Industrial Development Bank of India Limited, IDBI Tower WTC Complex, Cuffe Parade, Mumbai – 400005, Maharashtra
• ABN Amro Bank N.V.
• Calyon Bank

(Rs. In Millions)

Facilities :

Secured Loan	As on 31.03.2011	As on 31.03.2010
Working capital loans bank	21.426	0.000
Total	21.426	0.000
Unsecured Loan	As on 31.03.2011	As on 31.03.2010
Rupee term loans unsecured	190.000	84.000
Working capital loans bank unsecured	27.963	0.174
Other debt unsecured	23.765	53.925
Total	241.728	138.099

Banking Relations :	--
Auditors :
Name :	Deloitte Haskins and Sells Chartered Accountant
Address :	31, Nutan Bharat Society, Alkapuri, Baroda – 390007, Gujarat, India
PAN.:	AADFD2337G
Subsidiary :	GEA Pharma System (India) Private Limited, India CIN No.: U29249GJ2007FTC050513

CAPITAL STRUCTURE

As on 31.03.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
10000000	Equity Shares	Rs.10/- Each	Rs.100.000 millions
10100000	Preference shares	Rs.100/- Each	Rs.1010.000 Millions
	Total		Rs.1110.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
8000000	Equity Shares	Rs. 10/- Each	Rs.80.000 millions
10094706	Preference shares	Rs.100/- Each	Rs.1009.471 Millions
	Total		Rs.1089.471 Millions

Note: The Company is a subsidiary of GEA Process Engineering A/S, Denmark, which is holding Rs.7.999 Millions (Previous Year: Rs.7.999 Millions) Equity Shares of Rs. 10 each and Rs. 10.094 Millions (Previous Year: Rs. 10.094 Millions) 0% Convertible Preference Shares of Rs. 100 each. The ultimate holding company is GEA Group Aktiengesellschaft, Germany. 2. Out of above Rs. 10.094 Millions, 0% Convertible Preference Shares: (i) Rs. 1.245 Million shares are convertible in to equity shares, on or before 30th March 2028 (ii) Rs. 3.007 Million shares are convertible in to equity shares, on or before 4th January 2029; and (iii) Rs. 5.841 Millions share are convertible into equity shares on or before 18th August 2029.

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		1089.471	1089.471	505.367
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		0.000	0.000	0.000
4] (Accumulated Losses)		(592.185)	(526.995)	(442.069)
NETWORTH		497.286	562.476	63.298
LOAN FUNDS
1] Secured Loans		21.426	0.000	0.863
2] Unsecured Loans		241.728	138.099	616.235
TOTAL BORROWING		263.154	138.099	617.098
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		760.440	700.575	680.396
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		478.575	387.032	679.419
Capital work-in-progress		0.000	0.396	21.079
INVESTMENT		310.724	310.725	0.000
DEFERREX TAX ASSETS		19.009	19.009	19.009
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	93.310	33.181	47.990
	Sundry Debtors	195.706	182.599	170.846
	Cash & Bank Balances	31.923	35.726	17.978
	Other Current Assets	45.343	11.770	17.522
	Loans & Advances	271.224	182.001	95.732
Total Current Assets		637.506	445.277	350.068
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	240.057	100.123
	Other Current Liabilities	260.841	249.863	298.246
	Provisions	184.476	111.878	90.933
Total Current Liabilities		685.374	461.864	389.179
Net Current Assets		(47.868)	(16.587)	(39.111)
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		760.440	700.575	680.396

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		Income		827.213	456.048
		Other Income		27.413	25.036
		TOTAL (A)	933.028	854.626	481.084
Less	EXPENSES
		Operating Expenses			362.453
		Administrative Expenses			11.947
		Personnel Expense			85.408
		Other Expenditure			75.005
		TOTAL (B)	980.917 (Including Depreciation)	840.758	534.813
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)			13.868	(53.729)
Less	FINANCIAL EXPENSES (D)			33.370	90.041
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)			(19.502)	(143.770)
Less/ Add	DEPRECIATION/ AMORTISATION (F)			71.639	61.787
	PROFIT BEFORE TAX (E-F) (G)		(47.889)	(91.141)	(205.557)
Less	TAX (I)		(17.301)	(6.216)	1.295
	PROFIT AFTER TAX (G-I) (J)		(65.190)	(84.925)	(206.852)
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		(526.995)	(442.070)	(235.217)
	BALANCE CARRIED TO THE B/S		(592.185)	(526.995)	(442.070)
	EARNINGS IN FOREIGN CURRENCY		70.597	30.977	NA
	Earnings Per Share (Rs.)		3.60	4.69	NA

Sales Turnover (2011-2012): Rs.1030.000 Millions (Due to More Order)

Expected Sales (2012-2013) : Rs.1100.000 Millions

The above information has been parted by Mr. Michael – Finance Head

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	(6.98)	(9.93)	(43.16)
Net Profit Margin (PBT/Sales)	(%)	NA	(11.02)	(45.07)
Return on Total Assets (PBT/Total Assets}	(%)	(7.51)	(20.46)	(58.71)
Return on Investment (ROI) (PBT/Networth)		(0.09)	(0.16)	(3.25)
Debt Equity Ratio (Total Liability/Networth)		1.37	0.82	6.14
Current Ratio (Current Asset/Current Liability)		0.93	0.96	0.90

LOCAL AGENCY FURTHER INFORMATION

SUNDRY CREDITORS DETAILS:

Particulars	31.03.2011	31.03.2010	31.03.2009
	(Rs. In Millions)
Sundry Creditors for Expenses	240.057	100.123	NA

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	Yes
9) Name of person contacted	Yes
10) Designation of contact person	Yes
11) Turnover of firm for last one years	Yes
12) Profitability for last three years	Yes
13) Reasons for variation <> 20%	Yes
14) Estimation for coming financial year	Yes
15) Capital in the business	Yes
16) Details of sister concerns	Yes
17) Major suppliers	Yes
18) Major customers	Yes
19) Payments terms	Yes
20) Export / Import details (if applicable)	Yes
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

CONTINGENT LIABILITIES

Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent liabilities are not recognized but are disclosed in the notes. Contingent assets are neither recognized nor disclosed in the financial statements.

The cost of creating warranty provision is recognised when the project is completed. The provision is measured both on the basis of warranty cost actually incurred in the past and on the evaluated overall risk inherent in the project.

Provision for Liquidated Damages is made on estimation basis as per purchase order from customer.

BANKERS CHARGES REPORT AS PER REGISTRY

Corporate identity number of the company	U74999MH1992PTC065230
Name of the company	GEA PROCESS ENGINEERING (INDIA) PRIVATE LIMITED
Address of the registered office or of the principal place of business in India of the company	L and T House, Ballard Estate, Mumbai – 400038, Maharashtra, India Email: michael.niese@geagroup.com
This form is for	Modification of charge
Charge identification (ID) number of the charge to be modified	10068823
Type of charge	Immovable property
Particular of charge holder	Industrial Development Bank of India Limited, IDBI Tower WTC Complex, Cuffe Parade, Mumbai – 400005, Maharashtra Email: vijay.katdare@idbi.co.in
Nature of instrument creating charge	Supplemental memorandum of entry in respect of constructive deposit of title deeds dated 02.02.2012.
Date of instrument Creating the charge	02.02.2012
Amount secured by the charge	Rs. 500.000 Millions
Brief of the principal terms an conditions and extent and operation of the charge	Rate of Interest As per IDBI bank's sanction letter no.- IDBI /mcg/gea/2011-12/724 dated 01/11/2011 and modified sanction letter no.- IDBI /mcg/gea/2011-12/735 dated 29/11/2011 Terms of Repayment As per IDBI bank's sanction letter no.-IDBI/mcg/gea/2011-12/724 dated 01/11/2011 and modified sanction letter no.- IDBI /mcg/gea/2011-12/735 dated 29/11/2011 Margin As per IDBI bank's sanction letter no.-IDBI/mcg/gea/2011-12/724 dated 01/11/2011 and modified sanction letter no.-IDBI/mcg/gea/2011-12/735 dated 29/11/2011 Extent and Operation of the charge Mortgage created on immovable property of the company to secure principal amount together with interest, additional interest, penal interest, commission, and premium on pre-payment, costs, charge, expenses & all other moneys payable by the Company to the Bank.
Short particulars of the property or asset(s) charged (including complete address and location of the property)	All that and parcel of land being non-agricultural land bearing R.S. No.7,14, Block No.8 admeasuring 15447 Sq. Mtrs. (166220 Sq. Ft.) of Mouje Dumad (Sim) of registration Dist and Sub Dist. Vadodara. All that and parcel of land being non-agricultural land bearing R.S. No.7,14, Block No.8 admeasuring 154480 Sq. Mtrs. (14450 Sq. Mtrs.) of Mouje Dumad (Sim) of registration Dist & Sub Dist. Vadodara. All that and parcel of land being non-agricultural land bearing R.S. No.6, Block No.4 admeasuring 0-34-40 (37014 Sq. Ft.) of Mouje Dumad (Sim) of registration Dist & Sub Dist. Vadodara.
Particulars of the present modification	Mortgage Charge created has been enhanced from Rs.300.000 Millions to Rs.500.000 Millions

FIXED ASSETS:-

· Land

· Building

· Software

· Goodwill

· Vehicle

· Furniture and Fixtures

AS PER WEBSITE DETAILS

PROFILE:

The headquartered at Vadodara, Gujarat, is the wholly owned Indian arm of GEA Process Engineering, Denmark. The company is engaged in providing process engineering solutions and services, including design, engineering, procurement, erection and commissioning, for the dairy, food, chemical, pharmaceutical, petrochemical, beverages and brewery industries. The company’s emission control business is based in Thane, Maharashtra and provides emission control solutions for cement, iron & steel, power and other industries. The company provides solutions and services based on the technologies from its sister GEA Process Engineering companies based in Europe, USA, Australia and New Zealand, which are world renowned leaders in their respective fields.

GEA Process Engineering is headquartered in Copenhagen, Denmark, and is a world leader in process engineering solutions. The company has grown through both, organic growth and through acquisitions, and employs 4,500 people in more than 40 countries. In 2009, revenues exceeded EUR 1 billion.

GEA Process Engineering is one of five independent segments of the GEA Group, which is a globally successful technology group listed on the German MDAX. The GEA Group, with HQ in Bochum Germany, employs over 20,000 people worldwide and 2009 revenues were EUR 4.4 billion.

The 42 TPH HDPE Niro Contact FluidizerTM dryer shall be based on the design and know-how from GEA - Niro A/S, Denmark.

NEW

MAKING TABLETS FROM POTENT APIS

09 DEC 2010 GEA Process Engineering (India) Private Limited is executing Nepal’s prestigious project for 100,000 LPD Dairy and 15 Tons per day Milk Powder plant on Turnkey basis.

The project is being set up by Chitawon Milk (P) Limited which belongs to Chitawon Co-E Nepal (P) Ltd – Large and leading construction group of Nepal with excellent repute and proven track record of over 4 decades.

It is worthwhile to mention that this is the first of it kind Dairy project in Nepal.

The project will put up in Chitawon, Nepal with state-of-the-art technology at par with world standards and would add many firsts to its credit in the Nepal Dairy sector like, Milk Evaporation plant with Mechanical vapour re-compression and most efficient multi stage Dryer for production of instant milk powder.

GEA Process Engineering (India) Private Limited will be responsible for total Engineering, Procurement and supervision of Construction (EPC) of the complete project based on the Process Know-how from world renowned Niro A/S, Denmark and Niro France.

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.52.48
UK Pound	1	Rs.84.65
Euro	1	Rs.69.25

INFORMATION DETAILS

Information Gathered by :	PJA
Report Prepared by :	KVT

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	5
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	4
--PROFITABILIRY	1~10	-
--LIQUIDITY	1~10	3
--LEVERAGE	1~10	2
--RESERVES	1~10	-
--CREDIT LINES	1~10	2
--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		26

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.