MIRA INFORM REPORT

Report Date :

24.12.2012

IDENTIFICATION DETAILS

Name :	SYSCON INSTRUMENTS PRIVATE LIMITED
Registered Office :	Plot Number 66, Electronic City, Hosur Road,  Bangalore – 560100, Karnataka
Country :	India
Financials (as on) :	31.03.2012
Date of Incorporation :	21.06.1978
Com. Reg. No.:	08-003336
Capital Investment / Paid-up Capital :	Rs. 2.164 Millions
CIN No.: [Company Identification No.]	U33125KA1978PTC003336
TAN No.: [Tax Deduction & Collection Account No.]	BLRS00534C
Legal Form :	Private Limited Liability Company
Line of Business :	It is engaged in the industrial activities of producing electronic instruments and Special Purpose Machineries mainly used by Automobile Industries.
No. of Employees :	216 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

Ba (42)

RATING		STATUS	PROPOSED CREDIT LINE
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory

Maximum Credit Limit :	USD 48000
Status :	Satisfactory
Payment Behaviour :	Usually Correct
Litigation :	Clear
Comments :	Subject is an established company having a satisfactory track record. Trade relations are reported to be fair. Business is active. Payments are reported to be usually correct and as per commitment. The company can be considered for normal business dealings at usual trade terms and conditions.

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

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 / Works:	Plot Number 66, Electronic City, Hosur Road,  Bangalore – 560100, Karnataka, India
Tel. No.:	91-80-28520772 / 3 / 4
Fax No.:	91-80-28520775
E-Mail :	marketing@sysconinstruments.com mms@sysconinstruments.com sysmms@vsnl.net
Website :	http://www.sysconinstruments.com
Sales Offices :	Located at Bangalore Chennai Coimbatore Gurgoan Hyderabad Kolkata
Service Centers:	Located at Bangalore Chennai Gurgoan

DIRECTORS

As on: 30.09.2012

Name :	Mr. Veerabhadra Rao, S .V.
Designation :	Whole-time director
Address :	Sree Siva Saie Vinod' Number 2411, Benson IN Cross Road, Benson Town, Bangalore - 560046, Karnataka, India
Voter ID No.:	KT/12/087/29428
Date of Appointment :	21.06.1978
DIN No.:	00043605
Name :	Mr. Kasturi Rangan
Designation :	Whole-time director
Address :	397, Sector Vii" H.S.R. Layout, Bangalore - 560034, Karnataka, India
Date of Appointment :	21.06.1978
Voter ID No.:	MBQ6485049
DIN No.:	00043867
Name :	Mr. Mallikarjuna Swamy, M
Designation :	Whole-time director
Address :	Number 44, 6th Cross, BSK 2nd Stage (0 Bed), Bangalore - 560070, Karnataka, India
Date of Appointment :	21.06.1978
DIN No.:	00043182
Name :	Mr. Ranganatha, A.
Designation :	Whole-time director
Address :	Number 3, 8th Cross, 5th Main "Rpc Layout, Vijaya nagar, Bangalore - 560040, Karnataka, India
Date of Appointment :	21.06.1978
DIN No.:	00043947
Name :	Mr. Veerabhadrappa Siddamallappa Gooli
Designation :	Whole-time director
Address :	'Devee' Number 63, 6th Main, BDA Layout Avalahalli, BSKIII Stage, Bangalore - 560085, Karnataka, India
Voter ID No.:	KT12/089/104721
Date of Appointment :	21.06.1978
DIN No.:	00044275
Name :	Mr. Vinay Ranganatha
Designation :	Whole-time director
Address :	Number 3, 8th Cross, 5th Main "RPC Layout, Vijaya nagar, Bangalore - 560040, Karnataka, India
Date of Appointment :	12.04.2008
DIN No.:	02225203
Name :	Ms. Mrunalini Veerabhadrappa Gooli
Designation :	Whole-time director
Address :	Number 63, 6th Main, BDA Layout, Avalaha1li, BSK 3rd Stage, Bangalore - 560085, Karnataka, India
Voter ID No.:	UAN0327395
Date of Appointment :	12/04/2008
DIN No.:	02225220
Name :	Ms. Malovika Rao Sreevadrevu
Designation :	Whole-time director
Address :	24, Benson A Cross Road "Benson Town, Bangalore - 560042, Karnataka, India.
Date of Appointment :	12/04/2008
DIN No.:	02347429
Name :	Ms. Jahnavi Kasturirangan
Designation :	Whole-time director
Address :	397, Sector 7, HSR Layout 10th Main, Bangalore, 560034, Karnataka, India
Date of Appointment :	12.04.2008
DIN No.:	02905682

KEY EXECUTIVES

Name :	Mr. Sanjaya R K
Designation :	VP, Marketing
Name :	Mr. S Ramkumar
Designation :	VP, Business Development
Name :	Mr. Shanmugaprasad R
Designation :	VP, Product Development
Name :	Mr. Harish B Shenoy
Designation :	VP, Resources
Name :	Mr. Raghuprasad B
Designation :	VP, Operation

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on: 21.09.2012

Names of Shareholders	No. of Shares
Mallikarjuna Swamy Mallappa	1065
Kasturi Rangan	1495
Ranganatha Ananthararn	1065
Veerabhadrarao Sreevadrevu	1065
Veerabhadrappa Siddarnallappa Gooli	1065
Vijaya Shankar D.C	30
Pramila.A.N	300
Kusuma C	650
Krishe Kiron .P	500
Kamakshi. S	800
Vma Ranganatha	1680
Surya Rekha.s.v.	1580
Dr. Delhi Bhadrappa	1535
Keerthi Kumar. M	1400
Jhanvi Kasturi Rangan	360
Sai Ganesh	100
VarunS. Atmaprakash	3630
Vivek. R	350
Vinay Ranganatha	350
Ramaswamy.K.S	150
Shreetha Sree Maha Lakshmanuna .s.V	220
Deeptha Kameswari.S. V	220
Shreedhara Rao. S.V.	290
Shalini. GV.	700
Minalini G.V.	300
Vidya Kasturi Rangan	510
Malovika Rao Sreevadrevu	225
Total	21635

As on : 21.09.2012

Equity Share Break up (Percentage of Total Equity)

Category	Percentage
Directors or relatives of Directors	82.00
Other top fifty shareholders	18.00
Total	100.00

BUSINESS DETAILS

Line of Business :

It is engaged in the industrial activities of producing electronic instruments and Special Purpose Machineries mainly used by Automobile Industries.

Products :

Item Code No.	Product Particulars
902600	Pressure Cells, Vaccum Cells, Leak Testing Machines/Leak detection Equipments etc.
902900	Tachometers, Event Counters etc.
903100	Load cells, Displacement Sensors and indicators, SPMs etc.
Others	Spares and Accessories etc.

GENERAL INFORMATION

No. of Employees :

216 (Approximately)

Bankers :

• Syndicate Bank, Vijaya Nagar Branch, No. 204, CHBS Layout, Vijaya nagar, Bangalore – 560040, Karnataka, India
• State Bank of India
• ICICI Bank Limited

Facilities :

(Rs. In Millions)

Secured Loan	As on 31.03.2012	As on 31.03.2011
Long Term Borrowings
Term Loans from Banks	6.573	9.645
Term Loans from Financial Institution	0.019	0.117
Short Term Borrowing
Overdraft – Secured from Syndicate Bank	14.773	17.827
Total	21.365	27.589
Unsecured Loan	As on 31.03.2012	As on 31.03.2011
Long Term Borrowings
Term Borrowing from Director	4.274	4.850
Term Borrowing from Relatives of Director and Shareholders	9.813	9.749
Term Borrowing from Shareholders	7.021	6.421
Total	21.108	21.020

Banking Relations :	--
Auditors :
Name :	S. Subrahmanya Bhat Chartered Accountant
Address :	Number 210, 1st Floor 9th A Main Road, Opposite To Dayananda Sagara Choultry, 2nd Block Jayanagara, Bangalore – 560011, Karnataka, India
PAN.:	ADDPB6480D
Subsidiaries :	Syscon Hefcom Smart Solutions Private Limited CIN NO. U31501KA2010PTC053414

CAPITAL STRUCTURE

As on: 31.03.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
50000	Equity Shares	Rs.100/- each	Rs.5.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
21635	Equity Shares	Rs.100/- each	Rs. 2.164 Millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2012	31.03.2011	31.03.2010
SHAREHOLDERS FUNDS
1] Share Capital		2.164	2.164	2.164
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		10.035	10.445	10.198
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		12.199	12.609	12.362
LOAN FUNDS
1] Secured Loans		21.365	27.589	17.025
2] Unsecured Loans		21.108	21.020	18.842
TOTAL BORROWING		42.473	48.609	35.867
DEFERRED TAX LIABILITIES		1.424	1.154	0.669
TOTAL		56.096	62.372	48.898
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		35.003	33.522	32.218
Capital work-in-progress		0.000	2.965	0.000
INVESTMENT		2.221	0.221	0.021
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	37.344	31.793	16.251
	Sundry Debtors	19.947	23.053	18.101
	Cash & Bank Balances	48.953	24.350	23.587
	Other Current Assets	1.011	3.157	0.404
	Loans & Advances	7.713	5.136	5.426
Total Current Assets		114.968	87.489	63.769
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	46.156	35.713	27.516
	Other Current Liabilities	34.064	17.869	17.688
	Provisions	15.876	8.243	1.906
Total Current Liabilities		96.096	61.825	47.110
Net Current Assets		18.872	25.664	16.659
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		56.096	63.372	48.898

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2012	31.03.2011	31.03.2010
	SALES
		Income	203.044	181.406	146.689
		Other Income	5.323	3.382	0.000
		TOTAL (A)	208.367	184.788	146.689
Less	EXPENSES
		Cost of Conversion		109.639
		Changes in Inventories	190.099	(12.325)
		Employee Benefit Expenses		56.754
		Other Expenses		16.061
		TOTAL (B)	190.099	170.129	115.197
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		18.268	14.659	(Including Financial and Depreciation Expenses)
Less	FINANCIAL EXPENSES (D)		7.888	6.037
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		10.380	8.622	31.492
Less/ Add	DEPRECIATION/ AMORTISATION (F)		3.692	4.652	28.218
	PROFIT BEFORE TAX (E-F) (G)		6.688	3.970	3.274
Less	TAX (H)		2.081	1.248	1.086
	PROFIT AFTER TAX (G-H) (I)		4.607	2.722	2.187
Less	APPROPRIATIONS
		Transfer to General Reserve	NA	0.272	0.219
		Provision for Dividend	NA	0.757	0.757
		Provision for Dividend Distribution Tax (16.99%)	NA	0.117	0.117
	BALANCE CARRIED TO THE B/S		NA	1.576	1.094
	EARNINGS IN FOREIGN CURRENCY
		Commission Earnings	5.055	2.500	NA
	TOTAL EARNINGS		5.055	2.500	NA
	Earnings Per Share (Rs.)		212.94	-	-

KEY RATIOS

PARTICULARS		31.03.2012	31.03.2011	31.03.2010
PAT / Total Income	(%)	2.21	1.47	1.49
Net Profit Margin (PBT/Sales)	(%)	3.21	2.15	2.23
Return on Total Assets (PBT/Total Assets}	(%)	4.46	3.28	0.03
Return on Investment (ROI) (PBT/Networth)		0.55	0.31	0.26
Debt Equity Ratio (Total Liability/Networth)		11.36	8.76	6.71
Current Ratio (Current Asset/Current Liability)		1.20	1.42	1.35

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

Note:

Corporate identity number of the company	U33125KA1978PTC003336
Name of the company	SYSCON INSTRUMENTS PRIVATE LIMITED
Address of the registered office or of the principal place of business in India of the company	Plot Number 66, Electronic City, Hosur Road,  Bangalore - 560100 Karnataka, India
This form is for	Creation of charge
Type of charge	Immovable property Movable property (not being pledge)
Particular of charge holder	Syndicate Bank, Vijayanagar Branch, Number 204, CHBS Layout, Vijayanagar, Bangalore – 560040, Karnataka, INDIA, mallyashenoy@hotmail.com
Nature of instrument creating charge	Composite Hypothecation Agreement
Date of instrument Creating the charge	13.10.2011
Amount secured by the charge	Rs. 7.000 Millions
Brief of the principal terms an conditions and extent and operation of the charge	Rate of Interest ROI at BR+2.75%+0.50% p.a Terms of Repayment 24 monthly installments of Rs.0.025 Million , 59 installments of Rs.0.107 Million and last installment of Rs.0.087 Million Margin 25% Extent and Operation of the charge 24 monthly installments of Rs.0.025 Million, 59 installments of Rs.0.107 Million and last installment of Rs.0.087 Million.
Short particulars of the property or asset(s) charged (including complete address and location of the property)	Hypothecation of machineries and equipment costing Rs.9.400 Millions. Collateral Security: Existing UREM of factory land & building valued at Rs.68.402 Millions.

FIXED ASSETS:

• Land at Mysore
• Building
• Guest house at Gurgaon
• Plant and Machinery
• Furniture and Fixtures
• Office Equipments
• Company Vehicle
• Company Bus
• Computer LAN

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 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 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.55.09
UK Pound	1	Rs.89.54
Euro	1	Rs.72.77

INFORMATION DETAILS

Report Prepared by :

RAJ

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	4
PAID-UP CAPITAL	1~10	4
OPERATING SCALE	1~10	5
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	5
--PROFITABILIRY	1~10	5
--LIQUIDITY	1~10	5
--LEVERAGE	1~10	5
--RESERVES	1~10	5
--CREDIT LINES	1~10	4
--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		42

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.