MIRA INFORM REPORT

Report Date :

13.08.2012

IDENTIFICATION DETAILS

Name :	TEMA INDIA LIMITED (w.e.f. 26.10.1999)

Formerly Known As :	TEMA EXCHANGER MANUFACTURERS PRIVATE IMITED

Registered Office :	B-607, BSEL Tech Park, Sector 30-A, Opposite Vashi Railway Station, Navi Mumbai – 400 705, Maharashtra

Country :	India

Financials (as on) :	31.03.2011

Date of Incorporation :	21.12.1984

Com. Reg. No.:	11-034861

Capital Investment / Paid-up Capital :	Rs.35.633 millions

CIN No.: [Company Identification No.]	U29192MH1984PLC034861

TAN No.: [Tax Deduction & Collection Account No.]	MUMT01057A

PAN No.: [Permanent Account No.]	AAACT1735C

Legal Form :	A Closely Held Public Limited Liability Company

Line of Business :	Manufacturer of Heat Exchangers, Vessels, High-Pressure Heat Exchangers, Columns etc.

No. of Employees :	Approximately 1000 (Office + Factory + Branch)

RATING & COMMENTS

MIRA’s Rating :

A (59)

RATING

STATUS

PROPOSED CREDIT LINE

56-70

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

Maximum Credit Limit :	USD 5953000

Status :	Good

Payment Behaviour :	Usually Correct

Litigation :	Clear

Comments :	Subject is a well established and reputed company having good track. Directors are reported as experienced and respectable businessmen. There appears some dip in the profitability of the company. Trade relations are reported to be trustworthy. Business is active. Payments are reported to be regular and as per commitments. The company can be considered good 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 – June 30, 2012

Country Name

Previous Rating

(31.03.2012)

Current Rating

(30.06.2012)

India

Risk Category	ECGC Classification
Insignificant	A1
Low	A2
Moderate	B1
High	B2
Very High	C1
Restricted	C2
Off-credit	D

EXTERNAL AGENCY RATING

Rating Agency Name	ICRA
Rating	BBB- ( Long term rating)
Rating Explanation	Having moderate degree of safety regarding timely servicing of financial obligation it carry moderate credit risk.
Date	January 2011

Rating Agency Name	ICRA
Rating	A3+ ( Short term rating)
Rating Explanation	Having moderate degree of safety regarding timely payment of financial obligation it carry high credit risk.

RBI DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available RBI Defaulters’ list.

EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of 31-03-2012.

INFORMATION DECLINED BY

Name :	Mr. Vinod Narvekar
Designation :	Chief Finance Officer
Contact No.:	91-22-67124521

LOCATIONS

Registered / Head Office :	B-607, BSEL Tech Park, Sector 30-A, Opposite Vashi Railway Station, Navi Mumbai – 400 705, Maharashtra, India
Tel. No.:	91-22-67124521-32/ 66900100
Fax No.:	91-22-67124533-34
E-Mail :	tema@giasbm01.vsnl.net.in tema@temaindia.com tema@temaindia.net csdoshi@temaindia.net akhilsippy@temaindia.net temaindia@temaindia.com
Website :	http://www.temaindia.com http://www.temaindia.net
Area :	7000 sq. ft.
Location :	Owned

Corporate Office 1 :	B-205, Arjun Centre, Govandi Station Road, Off Sion Trombay Road, Deonar, Mumbai - 400 088, Maharashtra, India
Tel. No.:	91-22-25974583/ 84/ 25567438
Fax No.:	91-22-25560572
E-Mail :	tema@giasbm01.vsnl.net.in tema@temaindia.com tema@temaindia.net
Website :	www.temaindia.com www.temaindia.net
Location :	Rented

Corporate Office 2 :	9, Tulsiani Chamber, Free Press Journal Road, Nariman Point, Mumbai – 400 021, Maharashtra, India
Tel. No.:	91-22-22822328
Fax No.:	91-22-22823512
E-Mail :	corpoffice@temaindia.com

Factory 1/ Workshop 1 :	Achhad Works, Survey No. 9, Village Achhad, National Highway No. 8, Taluka Talasari District Thane – 401 606, Maharashtra, India
Tel. No.:	91-2521-230061/ 230122/ 230119/ 120
Fax No.:	91-2521-230010
Email:	temaachhad@gmail.com temaachhad@temaindia.com
Area :	149400 Sq.mtrs.
Location :	Owned

Factory 2/ Workshop 2 :	No.20/1/2, Udhava-Khanvel Road, Kherdi, Silvassa, Dadra and Nagar Haveli (Union Territory), India
Tel. No.:	91-260-2677344
Fax No.:	91-260-2677348
Email:	temasil@gmail.com temasil@temaindia.com
Area :	13800 Sq.mtrs.
Location :	Owned

Factory 3 :	Plot No.667, Road No.6, G.I.D.C Estate, Panoli – 394 116 Ankleshwar, District: Bharuch, Gujarat, India
Tel. No.:	91-2646-272319/ 272085/ 272227
Fax No.:	91-2646-272319
Email:	tema3@rediffmail.com temapanoli@temaindia.com
Area :	19346 Sq.mtrs.
Location :	Owned

Factory 4:	Plot No.201/18 and 201/19, G.I.D.C. Estate, Panoli – 394 116, Ankleshwar, District: Bharuch, Gujarat, India
Tel. No.:	91-2646-272060
Fax No.:	91-260-2677344
Email:	temapanoli@temaindia.com

Representative Office:	Located at: v USA v Japan v South Korea

DIRECTORS

As on 30.09.2011

Name :

Mr. Haresh Khushiram Sippy

Designation :

Chairman cum Managing Director

Address :

10, Atur Park, Sion Trombay Road, Chembur, Mumbai – 400 071, Maharashtra, India

Date of Birth/Age :

19.08.1946

Qualification :

B.E. (Structural)

Experience :

42 Years

Date of Appointment :

21.12.1984

DIN No.:

01593589

Name :

Mr. Chetan Suman Doshi

Designation :

Whole Time Director

Address :

7, Golf View Park, A-Soares Marg, Chembur, Mumbai – 400 071, Maharashtra, India

Date of Birth/Age :

07.12.1953

Qualification :

B. E. (Mechanical)

Date of Appointment :

21.12.1984

DIN No.:

01213835

Other Directorship :

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	U29192MH1984PLC034861	TEMA INDIA LIMITED	Whole-time director	01/04/2007	21/12/1984	-	Active	NO
2	U74900MH2009PTC190998	TRPL RESOURCES AND CONSULTANCY SERVICES PRIVATE LIMITED	Director	17/03/2009	17/03/2009	17/03/2009	Active	NO

Name :

Mr. Akhil Haresh Sippy

Designation :

Whole Time Director

Address :

10, Atur Park, Sion Trombay Road, Chembur, Mumbai – 400 071, Maharashtra, India

Date of Birth/Age :

04.12.1981

Qualification :

B. E. (Structural)

Date of Appointment :

19.09.2007

DIN No.:

01627490

Other Directorship :

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	U29192MH1984PLC034861	TEMA INDIA LIMITED	Director	29/09/2007	19/09/2007	-	Active	NO
2	U74900MH2009PTC190998	TRPL RESOURCES AND CONSULTANCY SERVICES PRIVATE LIMITED	Director	17/03/2009	17/03/2009	16/11/2009	Active	NO

Name :

Mr. Bharat Dhirajlal Gandhi

Designation :

Additional Director

Address :

602, B Wing, Emerald Court Co-Operative Housing Society Limited, Regent H, Andheri (East), R.K. Mandir Road, Kondivita Lane Behind, Mumbai – 400 059, Maharashtra, India

Date of Birth/Age :

01.02.1954

Date of Appointment :

12.11.2009

DIN No.:

02822701

Name :

Mr. Mahesh Ramchand Chhabria

Designation :

Additional Director

Address :

11, Golden Beach, Ruia Park, Juhu, Mumbai – 400 049, Maharashtra, India

Date of Birth/Age :

19.04.1964

Date of Appointment :

23.12.2010

DIN No.:

00166049

Other Directorship :

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	U65993MH2005PTC155032	3i INDIA PRIVATE LIMITED	Director	19/01/2006	19/01/2006	31/03/2010	Active	NO
2	L85110KA1980PLC003913	WENDT INDIA LIMITED	Director	10/04/2006	10/04/2006	23/01/2009	Active	NO
3	U74300MH2006PTC163636	OUT-OF-HOME MEDIA (INDIA) PRIVATE LIMITED	Director	08/08/2006	08/08/2006	15/03/2010	Active	NO
4	U92120DL2005PLC135845	UFO MOVIEZ LIMITED	Nominee director	24/08/2007	08/01/2007	-	Amalgamated	NO
5	U22120DL2004PLC164728	UFO MOVIEZ INDIA LIMITED	Director	02/08/2007	27/03/2007	16/03/2010	Active	NO
6	U24230MH2000PTC125061	SIRO CLINPHARM PRIVATE LIMITED	Nominee director	16/06/2007	16/06/2007	22/03/2010	Active	NO
7	U99999MH2006PTC159322	ADIMPACT MEDIA PRIVATE LIMITED	Additional director	18/12/2007	18/12/2007	28/03/2009	Active	NO
8	U74300MH2008PTC179059	FOCUS OUT-OF-HOME MEDIA (INDIA) PRIVATE LIMITED	Director	19/02/2008	19/02/2008	15/03/2010	Active	NO
9	U67190DL1998PTC092947	ACTIS ADVISERS PRIVATE LIMITED	Director	24/09/2010	12/07/2010	-	Active	NO
10	U29192MH1984PLC034861	TEMA INDIA LIMITED	Director	30/09/2011	23/12/2010	-	Active	NO

Name :

Nagarajan Srinivasan

Designation :

Additional Director

Address :

64, 31^st Cross, Jayanagar, VII Block, Bangalore – 560 082, Karnataka, India

Date of Birth/Age :

08.08.1962

Date of Appointment :

09.02.2012

DIN No.:

01480303

Other Directorship :

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	U65999MH2004PTC147345	ACTIS ASSET RECONSTRUCTION COMPANY PRIVATE LIMITED	Director	06/07/2004	06/07/2004	-	Strike off	NO
2	U74899DL1995PLC069353	ORTEL COMMUNICATIONS LIMITED	Director	30/09/2004	30/09/2004	20/04/2008	Active	NO
3	U67190MH2005PTC157235	SIRIUS FINANCIAL SERVICES PRIVATE LIMITED	Director	10/11/2005	10/11/2005	18/08/2008	Active	NO
4	U52599KA2006PTC040316	KETTY RETAIL VENTURES PRIVATE LIMITED	Director	14/12/2006	14/12/2006	24/11/2009	Active	NO
5	U85110KA1988PTC009463	NILGIRI'S MECHANISED BAKERY PRIVATE LIMITED	Director	14/12/2006	14/12/2006	24/11/2009	Active	NO
6	U65910KA1996PTC019885	NILGIRIS FRANCHISE PRIVATE LIMITED	Director	14/12/2006	14/12/2006	24/11/2009	Active	NO
7	U01541KA1985PTC006784	APPU NUTRITIONS PRIVATE LIMITED	Director	14/12/2006	14/12/2006	24/11/2009	Active	NO
8	U00000DL2001PLC109548	NITREX CHEMICALS INDIA LIMITED	Additional director	02/03/2009	02/03/2009	16/05/2011	Active	NO
9	U85110KA1970PTC001942	THE NILGIRI DAIRY FARM PRIVATE LIMITED	Director	30/12/2009	25/11/2009	-	Active	NO
10	U29192MH1984PLC034861	TEMA INDIA LIMITED	Additional director	09/02/2012	09/02/2012	-	Active	NO

KEY EXECUTIVES

Name :	Mr. Parag Natwarlal Mehta
Designation :	Secretary
Address :	22, Dr. Wilson Street, V.P. Road, Mumbai – 400 004, Maharashtra, India
Date of Birth/Age :	24.04.1960
Date of Appointment :	15.10.2005
PAN No.:	ACRPM4084B

Name :	Mr. Vinod Narvekar
Designation :	Chief Finance Officer

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 30.09.2011

Names of Shareholders		No. of Shares
Haresh Khushiram Sippy Jointly With Reenu Haresh Sippy		1230600
Chetan Suman Doshi Jointly With Asha Chetan Doshi		914500
Reenu Haresh Sippy Jointly With Haresh Khushiram Sippy		20700
Asha Chetan Doshi Jointly With Chetan Suman Doshi		49200
Sulachani Khushiram Sippy Jointly With Akhil Haresh Sippy		200
Ramaben S. Doshi Jointly With Suman Doshi		400
Chetan S. Doshi (HUF)		100
Akhil Haresh Sippy Jointly With Haresh Khushiram Sippy		64600
Haresh K. Sippy (HUF)		18000
Actis Tema Holdings Limited, Mauritius		200
Actis Tema Holdings Limited, Mauritius		1264756

Total		3563256

As on 30.09.2011

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]		35.50
Directors or relatives of directors		64.50
Total		100.00

BUSINESS DETAILS

Line of Business :

Manufacturer of Heat Exchangers, Vessels, High-Pressure Heat Exchangers, Columns etc.

Products :

Products Description

ITC Code No.

Heat Exchangers Units – pressure vessels Tower Reactors Distillation Columns, Chemicals Plant and Equipments

841950

Containers for compressed or Liquified Gas or item of Steels

731100

Metallurgy

Carbon Steel, Low Alloy Steel, Stainless Steel
Duplex Stainless Steel, Super Duplex Stainless Steel
Monel, Cu-Ni, Inconel, Titanium and Hastealloy

Oil and Gas

Screw-Plug / Breech Lock Heat Exchangers
Helixchangers
Rod Baffle heat exchangers
Shell and Tube Reactors

Power

Surface Condensers
H.P./L.P. Feed Water Heaters
Deaerators
Waste Heat Recovery Boilers
CCW Coolers
Boiler Steam Drums

Fertilizer

Boiler Feed Water Exchanger
SAC Condensers
Effluent WH Boiler/Exchanger
Methanator Feed Heater
Ammonia Conv. Feed / Effluent Exchanger

PRODUCTION STATUS (AS ON 31.03.2011)

Particulars	2010-11
Licensed Capacity	Not applicable
Installed capacity:
Achhad	5,000 MT
Silvassa	4,750 MT
Panoli	500 MT
TOTAL	10,250 MT

Particulars	Actual Production
Achhad Unit:
Heat Exchangers	2394.55 MT
Silvassa Unit:
Heat Exchangers	1235.99 MT
Panoli Unit:
Heat Exchangers	1266.81 MT

GENERAL INFORMATION

No. of Employees :

Approximately 1000 (Office + Factory + Branch)

Bankers :

v ICICI Bank, Nariman Point, Mumbai, Maharashtra, India

v ING Vysya Bank Limited, Patel Chambers, Opera House, Mumbai – 400 007, Maharashtra, India

v State Bank of India, Overseas Branch, The Arcade, World Trade Centre, Cuffe Parade, Mumbai – 400 005, Maharashtra, India

v Barclays Bank PLC, Worli Branch, 801/808, Ceejay House, Shivsagar Estate, Dr. Annie Besant Road, Worli, Mumbai – 400 018, Maharashtra, India

v State Bank of India, Colaba Branch

v Standard Chartered Bank, Fort Branch

v Punjab National Bank, Brady House, V. N. Road, Fort, Mumbai – 400 023, Maharashtra, India

v Punjab National Bank, Mid Corporate Branch, Brady House, V.N. Road, Mumbai – 400 023, Maharashtra, India

v HDFC Bank Limited

Facilities :

Secured Loans	31.03.2011 Rs. In Millions	31.03.2010 Rs. In Millions
Rupee term loans banks secured	217.002	115.202
Working capital loans banks secured	315.335	374.229
Loans taken for vehicles secured	2.054	2.851
Other debt secured	371.661	281.834
Total	906.052	774.116

Notes:

a) Loans from Punjab National Bank, HDFC Bank Limited and Barclays Bank PLC are secured by first legal mortgage and hypothecation of all properties of the company including its land, building, plant, machinery and electrical installation etc., both present and future (save and except book debts and current assets) situated at Achhad, Talasari Taluka, Thane District: 401 606, and at survey No.20/1/2, Udhva, Khanvel Road, Kherdi, Dadra and Nagar Haveli, Silvassa.

b) Cash credit, buyer’s credit and non-funded facilities with State Bank of India, ICICI Bank Limited, Punjab National Bank, Standard Chartered Bank and Barclays Bank PLC are secured by hypothecation of inventories, book debts and second charge on fixed assets and bank fixed deposits. Overdraft facility with HDFC Bank is secured by assignment of the keyman insurance policy on directors of the company.

c) Vehicle loans are secured by hypothecation of vehicles.

Unsecured Loans	31.03.2011 Rs. In Millions	31.03.2010 Rs. In Millions
Working capital loans banks unsecured	99.400	100.000
Loans directors unsecured	3.579	3.579
Deferred sales tax loan unsecured	11.634	12.673
Other debt unsecured	2.605	2.605
Total	117.218	118.857


Banking Relations :	--

Financial Institution :	SBICAP Trustee Company Limited, 202, Maker Tower, 'E', Cuffe Parade, Colaba, Mumbai – 400 005, Maharashtra, India

Auditors :
Name :	Deloitte Haskins and Sells Chartered Accountants
Address :	12, Dr. Annie Besant Road, Opposite Shivsagar Estate, Worli, Mumbai - 400 018, Maharashtra, India
Tel. No.:	91-22-66679000/ 66679116
Fax No.:	91-22-66679100
PAN No. :	AACFD4815A

CAPITAL STRUCTURE

As on 31.03.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
3744756	Equity Shares	Rs.10/- each	Rs.37.448 millions
20000	13.5% Cumulative Redeemable Preference Shares	Rs.10/- each	Rs.0.200 million
48735244	5% Cumulative Optionally Convertible Preference Shares	Rs.10/- each	Rs.487.352 millions
	Total		Rs.525.000 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
3563256	Equity Shares	Rs.10/- each	Rs.35.633 millions

Of the above:

(a) 9,600 equity shares of Rs.10/- each were allotted as fully paid-up pursuant to a contract for consideration other than case;

(b) 1,848,220 equity shares of Rs.10/- each were issued as fully paid-up bonus shares by capitalisation of general reserve and revaluation reserve;

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		35.633	35.633	35.633
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		1452.594	1342.087	1154.793
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		1488.227	1377.720	1190.426
LOAN FUNDS
1] Secured Loans		906.052	774.116	1059.365
2] Unsecured Loans		117.218	118.857	19.792
TOTAL BORROWING		1023.270	892.973	1079.157
DEFERRED TAX LIABILITIES		63.555	39.545	39.334

TOTAL		2575.052	2310.238	2308.917

APPLICATION OF FUNDS

FIXED ASSETS [Net Block]		785.428	816.166	711.601
Capital work-in-progress		346.334	242.327	264.760

INVESTMENT		0.501	0.501	0.501
DEFERRED TAX ASSETS		0.000	0.000	0.000

CURRENT ASSETS, LOANS & ADVANCES
	Inventories	1028.012	963.083	1207.797
	Sundry Debtors	1238.257	792.749	1031.441
	Cash & Bank Balances	124.535	162.845	57.190
	Other Current Assets	2.136	0.582	0.466
	Loans & Advances	130.511	143.120	202.950
Total Current Assets		2523.451	2062.379	2499.844
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	632.003	443.441	725.430
	Other Current Liabilities	355.001	236.454	341.323
	Provisions	93.658	131.240	101.036
Total Current Liabilities		1080.662	811.135	1167.789
Net Current Assets		1442.789	1251.244	1332.055

MISCELLANEOUS EXPENSES		0.000	0.000	0.000

TOTAL		2575.052	2310.238	2308.917

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		Operating revenue, net	2033.606	1988.800	1621.743
		Other Income	70.419	104.081	34.838
		TOTAL (A)	2104.025	2092.881	1656.581

Less	EXPENSES
		Consumption materials changes inventories	1132.412	1104.308	1257.454
		Manufacturing service costs	34.025	49.639
		Contract cost	83.191	169.688
		Employee related expenses	170.194	172.604
		Administrative selling other expenses	246.725	77.317
		TOTAL (B)	1666.547	1573.556	1257.454

	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		437.478	519.325	399.127

Less	INTEREST FINANCIAL CHARGES (D)		133.903	143.385	125.764

	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		303.575	375.940	273.363

Less/ Add	DEPRECIATION/ AMORTISATION (F)		84.112	76.003	71.315

	PROFIT BEFORE TAX (E-F) (G)		219.463	299.937	202.048

Less	TAX (H)		108.287	104.498	79.883

	Prior Period Adjustment – Depreciation Written Back		0.000	14.247	0.000

	PROFIT AFTER TAX (G-H) (I)		111.176	209.686	122.165

Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		643.662	475.720	386.615

Less	APPROPRIATIONS
		Transfer to General Reserve	11.500	20.968	12.216
		Proposed Dividend on Equity Shares	0.000	17.816	17.816
		Corporate Dividend Tax	0.000	2.960	3.028
	BALANCE CARRIED TO THE B/S		743.338	643.662	475.720

	EARNINGS IN FOREIGN CURRENCY
		Export of Goods on FOB Basis	1.917	214.687	0.266
	TOTAL EARNINGS		1.917	214.687	0.266

	IMPORTS
		Raw Materials & Components	512.758	391.760	736.530
		Stores, Spares & Tools	34.824	42.336	71.466
		Plant and Machinery	37.731	46.970	66.709
		Computer Software	0.000	0.072	0.000
		Technical know – how	0.000	0.000	0.970
	TOTAL IMPORTS		585.313	481.138	875.675

	Earnings Per Share (Rs.)		31.20	54.85	34.28

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	5.28	10.02	7.37

Net Profit Margin (PBT/Sales)	(%)	10.79	15.08	12.46

Return on Total Assets (PBT/Total Assets}	(%)	6.63	10.42	6.29

Return on Investment (ROI) (PBT/Networth)		0.15	0.22	0.17

Debt Equity Ratio (Total Liability/Networth)		1.41	1.24	1.89

Current Ratio (Current Asset/Current Liability)		2.34	2.54	2.14

LOCAL AGENCY FURTHER INFORMATION

Sr. No.	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	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 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 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
31]	Date of Birth of Proprietor/Partner/Director, if available	Yes
32]	PAN of Proprietor/Partner/Director, if available	No
33]	Voter ID No of Proprietor/Partner/Director, if available	No
34]	External Agency Rating, if available	Yes

Note:

The registered office of the company has been shifted from B-602, BSEL Tech Tower, Opposite Vashi Railway Station, Navi Mumbai – 400 705, Maharashtra to the present address w.e.f. 30.06.2007.

BUSINESS PERFORMANCE:

Gross Turnover amounted to Rs.2243.500 millions, which was almost same as compared to that of previous year of Rs.2143.900 millions. The Gross Profit decreased by about 16% and amounted to Rs.437.500 millions, compared to Rs.519.300 millions, after meeting all the expenses. The interest outgo was Rs.133.900 millions and depreciation Rs.84.100 millions during the year. The Profit before Tax dipped by 27% and amounted to Rs.219.500 millions compared to Rs.299.900 millions in the previous year. The Net Profit after making provision for Current Tax of Rs.80.000 millions (including interest of Rs.7.700 millions), prior year’s provision of Rs.4.300 millions and debit of Deferred Tax of Rs.24.000 millions, amounted to Rs.111.100 millions against 195.400 millions in the previous year, a decline of about 43% as compared to the previous year.

The result of the Company during the year was not encouraging. The meltdown in the economy affected their working seriously. Raw material cost has gone up due to rise in metal prices, but the Company could not increase its finished products price due to competition from other entities engaged in similar business. Nonetheless, management could take effective steps to control other costs of operation. The benefits of such cost reduction initiatives and improved product mix were, however, outweighed by the write-off of bad debts and advances of Rs.158.400 millions. Had it been for the writing-off of bad debts and advances, the financial results for the year would have been better than the previous year.

The Provision for Taxation (including deferred tax) went up by about 4% due increase in deferred tax charge. The Company had to make interest payment of Rs.7.700 millions to the Income Tax Authorities for delay in payment of Advance Tax.

During the year the Company successfully executed major orders of large domestic public and private sector Companies, like, IOCL, HPCL – Mittal Energy, HPCL, MRPL , NOCL,ESSAR etc. Due to hard work put in by the Management and the employees in this difficult year, the Company consolidated its position in all the segments in which it operates. However, the major external hurdles faced by the Company were, non availability on time of some raw materials, power cuts, changes in the technical specifications as set by the customers, etc., which resulted in disruption and elongation of production cycle, due to which several jobs could not be completed on schedule.

The Company was awarded the ISO 9001: 2008 certification for Quality Management

FUTURE PROSPECTS:

There has been a decline in new projects taking off during FY 2010-11 due to sluggish economy and tightening on disbursements of loans for new projects by Banks, especially in the infrastructure sector. No new refinery came up during FY 2010-11and none planned in FY 2011-12, except for modernization and expansion at one refinery.

The Company is well poised to garner a good share in the Fertiliser segment by getting approvals for the “proprietary” range of exchangers from the Process Licensors. Six Greenfield fertilizer plants for which procurement activity was to start during FY 2010-11 have been delayed due to the delay in formulation and announcement of Government’s “Gas policy”. It is expected that these projects will get delayed till end of FY 2011-12.

The Company has entered the Power sector by cracking the first order for high pressure feed water heaters for super-critical Power plant of 660MW and thereafter has received additional orders for a total of 6 plants of 660MW and 2 plants of 600MW besides some smaller sized plants. These will be the first instance of such large feed water heaters to be built in India. The Company’s investment in upgrading the manufacturing capability is now paying off as the Company expects several new orders to come in over the next 5 years. Power sector is going to contribute a substantial percentage of the company’s turnover in the years to come.

The company has been facing threats of severe competition from many small companies for the standard conventional exchangers, established players for the exchangers with complex metallurgy and Chinese Companies in the Power sector thereby squeezing the bottomlines. Fluctuation in exchange rate is also affecting the bottomline as they are heavily dependant on imports for critical materials such as heavy forgings, plates and tubes.

FINANCE:

Due to continuous hike in the Bank lending rates, cost of borrowings had increased. The Company had taken adequate measures by negotiating better terms of payment from its customers as well as suppliers. The Company had renegotiated the terms with the Lenders and repaid high cost bearing Loans with low cost bearing fresh Loans. Apart from these, to improve liquidity and continuous cash flow position, strenuous efforts are being made to expedite collections from the debtors.

CONTINGENT LIABILITIES:

Particulars	31.03.2011 (Rs. in millions)
1. Guarantees issued by bankers on behalf of the company towards:
· Advances from clients	486.402
· Product performance	518.073
· Electricity (Counter guarantee by company)	1.300
· Customs duty	5.465
· Earnest money deposits	5.038
2. Fringe Benefit Tax (Assessment Year 2006-07)	1.445

Bankers Charges Report as per Registry

Corporate identity number of the company	U29192MH1984PLC034861
Name of the company	TEMA INDIA LIMITED
Address of the registered office or of the principal place of business in India of the company	B-607, BSEL Tech Park, Sector 30-A, Opposite Vashi Railway Station, Navi Mumbai – 400 705, Maharashtra, India E-Mail: tema@temaindia.com
This form is for	Creation of charge
Type of charge	Immovable Property
Particular of charge holder	Punjab National Bank, Mid Corporate Branch, Brady House, V.N. Road, Mumbai – 400 023, Maharashtra, India E-Mail: pnbbradyhouse@gmail.com
Nature of description of the instrument creating or modifying the charge	Deed of Mortgage was executed on 15/09/2011, for CC, ILC/FLC, Buyers' Credit, Letter of Guarantee and Term Loan.
Date of instrument Creating the charge	15.09.2011
Amount secured by the charge	Rs.644.700 millions
Brief particulars of the principal terms an conditions and extent and operation of the charge	Rate of Interest: At BPLR as regulated by the Bank. Terms of Repayment: As stipulated by the Lender. Margin: NIL Extent and Operation of the charge: The Finance facilities are being secured against present and future Fixed Assets including Land and Building, situated at its factory at GIDC, Panoli Industrial Estate, Taluka Ankleshwar, District Bharuch, Gujarat.
Short particulars of the property charged	The Finance facilities are being secured against present and future Fixed Assets including Land and Building, situated at Mouje: Sanjali, Taluka Ankleshwar, District Bharuch, bearing Survey No.462 paiki, Plot No.667, admeasuring 1917-00 sq mtrs, in Panoli Industrial Estate, situated within Gujarat Industrial Development Corporation (GIDC), in the Regn Districtt and Sub District Ankleshwar, on or towards East: Plot No.556, on or towards West: Plot No.568, on or towards North: Road No.6-30 M. Wide, on or towards South Plot No.524 and 523.

FIXED ASSETS:

v Goodwill

v Technical know How

v Computer Software

v Freehold Land

v Leasehold Land

v Factory Building

v Office Buildings

v Ownership Flat

v Plant and Machinery

v Electrical Installation

v Furniture and Fixtures

v Office Equipments

v Computers

v 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.55.34
UK Pound	1	Rs.86.45
Euro	1	Rs68.04

INFORMATION DETAILS

Information Gathered by :	PJA

Report Prepared by :	VRN

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	6
PAID-UP CAPITAL	1~10	6
OPERATING SCALE	1~10	6
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	7
--PROFITABILIRY	1~10	6
--LIQUIDITY	1~10	8
--LEVERAGE	1~10	6
--RESERVES	1~10	8
--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	NO
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		59

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.

MIRA INFORM REPORT

Whole Time Director

1028.012

963.083

1238.257

792.749

1031.441

124.535

162.845

57.190

2.136

0.582

0.466

130.511

143.120

202.950

2523.451

2062.379

2499.844

443.441

355.001

236.454

341.323

93.658

131.240

101.036

1080.662

811.135

1167.789

1442.789

1251.244

1332.055

5.28

10.02

7.37

10.79

15.08

12.46

6.63

10.42

6.29

0.15

0.22

0.17

1.41

1.24

1.89

2.34

2.54

2.14

Unit