MIRA INFORM REPORT

Report Date :

31.08.2012

IDENTIFICATION DETAILS

Name :	TOKHEIM INDIA PRIVATE LIMITED (w.e.f. 05.08.2008)
Formerly Known As :	TOKHEIM KAIZEN PRIVATE LIMITED
Registered Office :	A-174, TTC Industrial Estate, MIDC, Khairne, Navi Mumbai – 400709, Maharashtra
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	23.03.2004
Com. Reg. No.:	11-145279
Capital Investment / Paid-up Capital :	Rs.375.825 Millions
CIN No.: [Company Identification No.]	U29299MH2004PTC145279
TAN No.: [Tax Deduction & Collection Account No.]	MUMK11598G
PAN No.: [Permanent Account No.]	AACCK3414F
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturer of Forecourt Equipment, Isense Remote Diagnostics, Digital Tyre Inflator, Retail Outlet Automation and Filling Priority Panel.
No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

Ca (13)

RATING		STATUS	PROPOSED CREDIT LINE
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

Status :	Moderate
Payment Behaviour :	Slow
Litigation :	Clear
Comments :	Subject is an established company having moderate track. There appear a huge accumulated losses reported by the company. Profitability of the company is under pressure. However, trade relations are reported as fair. Business is active. Payments are reported to be slow. The company can be considered for business dealings on a secured trade term 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	A1	A1

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

INDIAN ECONOMIC OVERVIEW

India is developing into an open-market economy, yet traces of its past autarkic policies remain. Economic liberalization, including industrial deregulation, privatization of state-owned enterprises, and reduced controls on foreign trade and investment, began in the early 1990s and has served to accelerate the country's growth, which has averaged more than 7% per year since 1997. India's diverse economy encompasses traditional village farming, modern agriculture, handicrafts, a wide range of modern industries, and a multitude of services. Slightly more than half of the work force is in agriculture, but services are the major source of economic growth, accounting for more than half of India's output, with only one-third of its labor force. India has capitalized on its large educated English-speaking population to become a major exporter of information technology services and software workers. In 2010, the Indian economy rebounded robustly from the global financial crisis - in large part because of strong domestic demand - and growth exceeded 8% year-on-year in real terms. However, India's economic growth in 2011 slowed because of persistently high inflation and interest rates and little progress on economic reforms. High international crude prices have exacerbated the government's fuel subsidy expenditures contributing to a higher fiscal deficit, and a worsening current account deficit. Little economic reform took place in 2011 largely due to corruption scandals that have slowed legislative work. India's medium-term growth outlook is positive due to a young population and corresponding low dependency ratio, healthy savings and investment rates, and increasing integration into the global economy. India has many long-term challenges that it has not yet fully addressed, including widespread poverty, inadequate physical and social infrastructure, limited non-agricultural employment opportunities, scarce access to quality basic and higher education, and accommodating rural-to-urban migration.

Source : CIA

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.

LOCATIONS

Registered Office :	A-174, TTC Industrial Estate, MIDC, Khairne, Navi Mumbai – 400709, Maharashtra, India
Tel. No.:	91-22-67614129/ 67614100
Fax No.:	91-22-67614155
E-Mail :	paul.pedeprat@tokheimindia.com delatour@tremblay.tokheim.com Jindal.ramesh@tokheimindia.com
Website :	http:///www.tokheimindia.com

DIRECTORS

(AS ON 12.09.2011)

Name :	Thierry Dervieux
Designation :	Director
Address :	25- Avenue De I Europe Sevres 92310 France
Date of Birth/Age :	26.02.1958
Date of Appointment :	02.12.2005
DIN No.:	00304424
Name :	Patrick Rene Berthon
Designation :	Director
Address :	15- Rue Vineuse Paris 75116 France
Date of Birth/Age :	26.02.1958
Date of Appointment :	02.12.2005
DIN No.:	00304600
Name :	Jean Paul Pedeprat Lamechinou
Designation :	Director
Address :	P. O. Box 72532 Ummsuqueim Dubai United Arab Emirates
Date of Birth/Age :	21.04.1956
Date of Appointment :	02.12.2005
DIN No.:	00791268
Name :	Baudoun Du Fayet De La Tour
Designation :	Director
Address :	51, Avenue Albine, Maisons Laffitte 78600 France
Date of Birth/Age :	20.02.1961
Date of Appointment :	04.03.2010
DIN No.:	03011909

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

(AS ON 12.09.2011)

Names of Allottes	No. of Shares Allotted
Tokheim Group SAS, France	1100000
Total	1100000

(AS ON 07.12.2011)

Names of Allottes	No. of Shares Allotted
Tokheim Group SAS, France	5225000
Total	5225000

(AS ON 07.12.2011)

Names of Allottes	No. of Shares Allotted
Tokheim Group SAS, France	8500000
Total	8500000

(AS ON 30.09.2011)

Equity Shares Break – up

Category	Percentage
Foreign holdings [Foreign institutional investors, Foreign Companies, Foreign Financial Institutions, Non-resident Indian or Overseas corporate bodies or others]	100.00
Total	100.00

BUSINESS DETAILS

Line of Business :

Manufacturer of Forecourt Equipment, Isense Remote Diagnostics, Digital Tyre Inflator, Retail Outlet Automation and Filling Priority Panel.

GENERAL INFORMATION

No. of Employees :

Not Available

Bankers :

· BNP Paribas

French Bank Building, 62, Homji Street, Fort, Mumbai – 400001, Maharashtra, India

Facilities :

Secured Loans	31.03.2011	31.03.2010
	(Rs. In Millions)
Rupee term loans secured	0.000	16.718
Working capital loan secured	86.000	40.000
Total	86.000	56.718

Banking Relations :	--
Auditors :
Name :	Walker, Chandlok and Company Chartered Accountant
Address :	Engineering Centre, 6th Floor, 9 Matthew Road, Opera House, Mumbai -400004, Maharashtra, India
PAN No.:	AAAFW4298E
Holding Company:	· Tokheim Group SAS, France
Fellow Subsidiary Company:	· Tokheim Sofitam Application SAS, France · Tokheim Belguim NV, Belgium · Tokheim Holding SAS, France · Tokheim Hengshan Technologies (Guangzhou) Company Limited, China · Tokheim Netherlands BV Bladel, Netherlands · Tokheim UK Limited · Tokheim Grenthville

CAPITAL STRUCTURE

(AS ON 12.09.2011)

Authorised Capital :

No. of Shares	Type	Value	Amount
45807500	Equity Shares	Rs.10/- each	Rs.458.075 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
45807500	Equity Shares	Rs.10/- each	Rs.458.075 Millions

(AS ON 31.03.2011)

Authorised Capital :

No. of Shares	Type	Value	Amount
32400000	Equity Shares	Rs.10/- each	Rs.324.000 Millions
660000	Preference Shares	Rs.100/- each	Rs.66.000 Millions
	Total		Rs.390.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
30982500	Equity Shares	Rs.10/- each	Rs.309.825 Millions
660000	Preference Shares	Rs.100/- each	Rs.66.000 Millions
	Total		Rs.375.825 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		375.825	355.825	268.075
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		0.000	0.000	0.000
4] (Accumulated Losses)		(374.768)	(329.558)	(318.314)
NETWORTH		1.057	26.267	(50.239)
LOAN FUNDS
1] Secured Loans		86.000	56.718	124.842
2] Unsecured Loans		0.000	0.000	0.000
TOTAL BORROWING		86.000	56.718	124.842
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		87.057	82.985	74.603
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		45.298	46.926	37.868
Capital work-in-progress		8.960	0.000	6.882
INVESTMENT		0.000	0.000	0.000
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	82.366	67.972	69.142
	Sundry Debtors	75.762	42.246	59.954
	Cash & Bank Balances	40.774	15.020	0.284
	Other Current Assets	18.080	12.503	11.156
	Loans & Advances	40.322	32.852	25.833
Total Current Assets		257.304	170.593	166.369
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditor	120.221	53.952	103.848
	Other Current Liabilities	89.173	68.308	17.169
	Provisions	15.111	12.274	15.499
Total Current Liabilities		224.505	134.534	136.516
Net Current Assets		32.799	36.059	29.853
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		87.057	82.985	74.603

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		Income	363.030	255.580	119.200
		Other Income	7.980	22.710	4.760
		Prior Period Income	(2.590)	0.000	3.750
		TOTAL (A)	368.420	278.290	127.710
Less	EXPENSES
		Raw Materials Consumption	244.200	164.110	74.250
		Manufacturing Expenses	10.390	10.430	5.290
		Sale and Marketing	5.890	2.560	0.630
		Personnel Expenses	81.060	61.350	57.780
		Operating and Other Expenses	57.660	39.670	51.750
		Prior Period Expenses	0.000	0.000	7.290
		TOTAL (B)	399.200	278.120	196.99
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		(30.780)	0.170	(69.280)
Less	FINANCIAL EXPENSES (D)		8.510	6.520	14.120
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		(39.290)	(6.350)	(83.400)
Less/ Add	DEPRECIATION/ AMORTISATION (F)		5.910	4.890	13.830
	PROFIT BEFORE TAX (E-F) (G)		(45.200)	(11.240)	(97.230)
Less	TAX (H)		NA	NA	NA
	PROFIT AFTER TAX (G-H) (I)		NA	NA	NA
	EARNINGS IN FOREIGN CURRENCY
		Sales and Service Income	NA	66.204	16.323
		Reimbursement of Expenditure	NA	0.000	0.013
	TOTAL EARNINGS		NA	66.204	16.336
	IMPORTS
		Raw Materials and Components Consumed	NA	65.498	39.802
	TOTAL IMPORTS		NA	65.498	39.802
	Earnings Per Share (Rs.)
	- Basic		(2.28)	(1.93)	(25.17)
	- Diluted		(2.28)	(1.80)	(21.44)

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
Net Profit Margin (PBT/Sales)	(%)	(12.45)	(4.40)	(81.57)
Return on Total Assets (PBT/Total Assets}	(%)	(14.94)	(5.17)	(47.61)
Return on Investment (ROI) (PBT/Networth)		(42.76)	(0.43)	1.94
Debt Equity Ratio (Total Liability/Networth)		293.76	7.28	(5.20)
Current Ratio (Current Asset/Current Liability)		1.15	1.27	1.22

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	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	Yes
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	No

NOTE:

The Registered office of the company has been shifted from A-313, TTC Industrial Area, Mahape, Navi Mumbai – 400701, Maharashtra, India, to the present address w.e.f 05.09.2008.

OPERATIONS:

During the year, company’s showed all around improvement in revenue and product quality. Company achieved Gross Turnover of Rs.407.330 Millions and Net Turnover of Rs.363.03 Millions. Company executed IOCL order for 700 DUAL and 140 Mono Dispensers of Q330 range. It achieved highest export turnover Rs.123.932 Millions.

However despite the growth in sales, the net profit is deteriorating.

This is in part due to the exceptional charges amounting to 26.5 Millions:

· 10 Millions exceptional charges (late delivery)

· 5.0 Millions Retrofit costs on electronic and Hydraulic upgrades. They still have an estimated 4 Millions of retrofit to do and this will be covered in next year financials.

· 6.2 Millions due to exchange rates fluctuation

· 1.5 Millions of reserve for potential AMC revenue losses (Bad debt).

3.8 Millions of Value Added Tax Provision for FY: 2008-09 and 2009-10.

And in part due to the fact that their gross profit on domestic sales remains extremely low. The material cost is higher than local competition, as 60% is imported where competition is much more indigenized. Plans towards local sourcing will be accelerated to reduce the gap with their direct competition.

On the export side, they have made good progress in terms of sales and also in terms of customer and country base. They need to continue to improve quality and delivery time before supplying major accounts like Total.

The operating costs remained well under the budget and they continue monitoring carefully their running expenses. However the inflationary pressure remains high on the CTC of their young Engineer work force; staff is now well within the market price, but they need to monitor this closely to maintain stability of their key people.

FINANCE

During the Year, company redeemed 263250 FCRPS-I by conversion into 2632500 equity shares @ 10 equity shares of Rs. 10/- each for every 1 FCRPS-I of Rs. 100/- each. Company also during the year redeemed NCRPS I and II aggregating Rs. 44 Million by fresh issue of equity capital to Tokheim Group SAS. Further, Tokheim Group SAS introduced additional equity capital of Rs. 20 Million in the Company.

NATURE OF OPERATIONS

The Company designs, develops, assembles and sells a range of fuel dispensers and oil station management systems and provides maintenance services catering to downstream oil retail industry. It also provides project development for systems and electronics at its Research and Development Centre.

FORM 8:

This form is for	Modification of charge
Charge identification number of the modified	10121477
Corporate identity number of the company	U29299MH2004PTC145279
Name of the company	TOKHEIM INDIA PRIVATE LIMITED
Address of the registered office or of the principal place of business in India of the company	A-174, TTC Industrial Estate, MIDC, Khairne, Navi Mumbai – 400709, Maharashtra, India paul.pedeprat@tokheimindia.com
Type of charge	Immovable Property
Particular of charge holder	BNP Paribas French Bank Building, 62, Homji Street, Fort, Mumbai – 400001, Maharashtra, India narendra.pendharkar@asia.bnpparibas.com
Nature of description of the instrument creating or modifying the charge	No Due Certificate for Term Loan Facility granted to the Company vide sanction letter dated 22/02/2006.
Date of instrument Creating the charge	23/08/2011
Amount secured by the charge	Rs.120.000 Millions
Brief particulars of the principal terms and conditions and extent and operation of the charge	Rate of Interest As Agreed Between the Banker and Borrower Terms of Repayment As Agreed Between the Banker and Borrower Margin As Agreed Between the Banker and Borrower Extent and Operation of the charge Charge on all that piece or parcel of land known as Plot No. A-174, Trans Thane Creek Industrial Area, within the Village limits of Khairane and within the limits of Navi Mumbai Municipal Corporation Taluka and Registration Sub-district Thane containing by ad-measurements 2100 square metres, as security for working capital facilities of Rs.120.000 Millions.
Short particulars of the property charged	All that piece or parcel of land known as Plot No. A-174, Trans Thane Creek Industrial Area, within the Village limits of Khairane and within the limits of Navi Mumbai Municipal Corporation Taluka and Registration Sub-district Thane containing by ad-measurements 2100 square metres, together with buildings, structure thereon and all plant and Machinery attached to the earth or permanently fastened to anything attached to the earth.
Date of latest modification prior to the present modification	03/10/2008
Particulars of the present modification	The First Charge for Term Loan satisfied and second charge for working capital facilities for Rs.120.000 Millions continues as first charge.

FIXED ASSETS:

· Leasehold Premises

· Leasehold Improvements

· Machinery

· Dies and Tools

· Factory Equipment

· Computer

· Office Equipment

· Furniture and Fixture

· Air Conditioner

· 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.55.67
UK Pound	1	Rs.88.05
Euro	1	Rs.69.92

INFORMATION DETAILS

Report Prepared by :

NIT

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	3
PAID-UP CAPITAL	1~10	2
OPERATING SCALE	1~10	2
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	2
--PROFITABILIRY	1~10	--
--LIQUIDITY	1~10	2
--LEVERAGE	1~10	2
--RESERVES	1~10	--
--CREDIT LINES	1~10	--
--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		13

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.