MIRA INFORM REPORT

Report Date :

29.12.2012

IDENTIFICATION DETAILS

Name :	ATCO CONTROLS (INDIA) PRIVATE LIMITED
Registered Office :	38-B Nariman Bhavan, Nariman Point, Mumbai – 400021, Maharashtra
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	01.01.1996
Com. Reg. No.:	11-95760
Capital Investment / Paid-up Capital :	Rs.15.000 Millions
CIN No.: [Company Identification No.]	U30000MH1996PTC095760
TAN No.: [Tax Deduction & Collection Account No.]	MUMA09841G
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturer of Ballasts.
No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

Ba (43)

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

Maximum Credit Limit :	USD 250000
Status :	Satisfactory
Payment Behaviour :	Usually Correct
Litigation :	Clear
Comments :	Subject is an established company having a satisfactory track record. There appears slight dip in the profitability. However, performance capacity of the company appears to be good. Trade relations are reported to be fair. Business is active. Payments are reported to be usually correct and as per commitments. 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 :	38-B Nariman Bhavan, Nariman Point, Mumbai – 400021, Maharashtra, India
Tel. No.:	91-22-22025528
Fax No.:	91-22-22022304
E-Mail :	bhavin@atcocontrols.com sales@atcocontrols.com

DIRECTORS

(AS ON 30.09.2011)

Name :

Mr. Bhavin Harish Soonderji

Designation :

Managing Director

Address :

1502,Benhur Apartment, 32, Narayan Dabholkar Road, Malabar Hill, Mumbai-400006, Maharashtra, India

Date of Birth/Age :

04.11.1970

Date of Appointment :

24.01.1996

Voter ID No.:

MT-04-024-144783

DIN No.:

01275375

Other Directorships :

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	Company/ LLP Status	Defaulting status
1	U30000MH1996PTC095760	ATCO CONTROLS (INDIA) PRIVATE LIMITED	Managing director	24/01/1996	24/01/1996	Active	NO
2	U51900MH1980PTC023558	ABHIJAT IMPEX PRIVATE LIMITED	Director	12/12/1997	12/12/1997	Active	NO

Name :

Mr. Joseph H. Kramer

Designation :

Director

Address :

A M Roemerkastell-9,d 73525, Schwaebisch Gmeund, Germany

Date of Birth/Age :

28.07.1953

Date of Appointment :

15.04.2003

Name :

Ms. Jyotsna Harish Soonderji

Designation :

Director

Address :

1502,Benhur Apartment, 32, Narayan Dabholkar Road, Malabar Hill, Mumbai-400006

Date of Birth/Age :

09.08.1938

Date of Appointment :

15.04.2003

DIN No.:

01493021

Other directorships :

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	Company/ LLP Status	Defaulting status
1	U30000MH1996PTC095760	ATCO CONTROLS (INDIA) PRIVATE LIMITED	Director	15/04/2004	15/04/2004	Active	NO
2	U51900MH1980PTC023558	ABHIJAT IMPEX PRIVATE LIMITED	Director	03/10/2005	03/10/2005	Active	NO

Name :

Mr. Savvas Christodoulous

Designation :

Director

Address :

10, Summerhill Road, Brington East, Melbourne, Australia.

Date of Birth/Age :

19.01.1959

Date of Appointment :

01.08.2007

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

(AS ON 30.09.2011)

Names of Shareholders	No. of Shares
Giorgio Sergio Gjergia	10
Bhavin Harish Soonderji	300000
Atco Controls Pty Limited, Australia	359990
Jyotsna Harish Soonderji	840000
Total	1500000

(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]	24.00
Directors or relatives of directors	76.00
Total	100.00

BUSINESS DETAILS

Line of Business :

Manufacturer of Ballasts.

GENERAL INFORMATION

No. of Employees :

Not Available

Bankers :

· Bank of Baroda

Nariman Point Branch, Nirmal Building, Ground Floor, Nariman Point, Mumbai-400021, Maharashtra, India

Facilities :

Secured Loans	31.03.2011	31.03.2010
	(Rs. In Millions)
Cash Credit from Bank (Secured by hypothecation of all stocks and Book Debts)	13.079	12.056
Total	13.079	12.056
NOTE: Loans as above are further secured by personal Guarantee of one director of the company and his family members, a group company and by pledge of Bank fixed deposit of Rs.1.200 Millions of the directors and by equitable mortgage of fixed assets of the company.
Unsecured Loans	31.03.2011	31.03.2010
	(Rs. In Millions)
From Directors	1.600	1.600
Total	1.600	1.600

Banking Relations :	--
Auditors :
Name :	N. Varma and Associates Chartered Accountant
Address :	General Insurance Building, 3^rd Floor, D. N. Road, Mumbai – 400001, Maharashtra, India
PAN No.:	AAAFN0680P

CAPITAL STRUCTURE

(AS ON 30.09.2011)

Authorised Capital :

No. of Shares	Type	Value	Amount
2000000	Equity Shares	Rs.10/- each	Rs.20.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
1500000	Equity shares	Rs.10/- each	Rs.15.000 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		15.000	15.000	15.000
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		47.471	43.227	38.233
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		62.471	58.227	53.233
LOAN FUNDS
1] Secured Loans		13.079	12.056	7.879
2] Unsecured Loans		1.600	1.600	2.100
TOTAL BORROWING		14.679	13.656	9.979
DEFERRED TAX LIABILITIES		0.525	0.624	0.719
TOTAL		77.675	72.507	63.931
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		7.704	8.583	9.535
Capital work-in-progress		0.150	0.150	0.150
INVESTMENT		0.000	0.750	1.994
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	60.001	28.660	43.072
	Sundry Debtors	78.968	72.739	53.625
	Cash & Bank Balances	2.117	2.099	2.002
	Other Current Assets	0.197	0.559	0.045
	Loans & Advances	7.348	9.713	4.894
Total Current Assets		148.631	113.770	103.638
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditor	57.896	26.709	28.260
	Other Current Liabilities	18.077	20.663	19.977
	Provisions	2.837	3.374	3.450
Total Current Liabilities		78.810	50.746	51.687
Net Current Assets		69.821	63.024	51.952
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		77.675	72.507	63.631

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		Income	172.481	139.428	184.235
		Other Income	4.865	8.481	10.898
		TOTAL	177.346	147.909	195.133
Less	EXPENSES
		TOTAL	169.839	138.937	184.438
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION		7.507	8.972	10.695
Less/ Add	DEPRECIATION/ AMORTISATION		1.211	1.473	0.973
	PROFIT BEFORE TAX		6.296	7.499	9.722
Less	TAX		2.051	2.505	3.524
	PROFIT AFTER TAX		4.245	4.994	6.198
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		40.527	35.533	29.335
	BALANCE CARRIED TO THE B/S		44.772	40.527	35.533
	EARNINGS IN FOREIGN CURRENCY
		Commission Earnings	3.882	6.132	7.462
	TOTAL EARNINGS		3.882	6.132	7.462
	IMPORTS
		Raw Materials	37.238	15.456	26.501
		Traded Goods	86.591	55.909	102.566
	TOTAL IMPORTS		123.829	71.365	129.067
	Earnings Per Share (Rs.)		2.83	--	--

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	2.39	3.38	3.18
Net Profit Margin (PBT/Sales)	(%)	3.65	5.38	5.28
Return on Total Assets (PBT/Total Assets}	(%)	4.03	6.13	8.59
Return on Investment (ROI) (PBT/Networth)		0.10	0.13	0.18
Debt Equity Ratio (Total Liability/Networth)		1.50	1.11	1.16
Current Ratio (Current Asset/Current Liability)		1.89	2.24	2.01

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	No
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	No
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

REVIEW OF OPERATIONS

The Sales for the year has been Rs.172.481 Millions against Rs.139.428 Millions in the previous year. The Company has earned profit after tax of Rs.4.245 Millions during the year as against Rs.4.994 millions in the previous year. The Company's Products have been accepted in India. Further, the products being "Energy Efficient" demand for our Products is increasing. Increase in power tariff also forced consumers to shift to their products from conventional one.

CONTINGENT LIABILITIES: (As on 31.03.2011)

Income Tax demands in dispute Rs.8.677 Millions (Previous year Rs.9.954 Millions)

FORM 8

This form is for	Modification of charge
Charge identification number of the modified	90150487
Corporate identity number of the company	U30000MH1996PTC095760
Name of the company	ATCO CONTROLS (INDIA) PRIVATE LIMITED
Address of the registered office or of the principal place of business in India of the company	38-B Nariman Bhavan, Nariman Point, Mumbai – 400021, Maharashtra, India bhavin@atcocontrols.com
Type of charge	Immovable Property Other: Buildings and Structures, Fixed Plants and Machinery, Fixture
Particular of charge holder	Bank of Baroda Nariman Point Branch, Foreshore Building, Gen Bhosale Marg, Near Sachivalaya Gym, Nariman Point, Mumbai – 400021, Maharashtra, India ravinputhran@yahoo.co.in
Nature of description of the instrument creating or modifying the charge	1 ) 4th Supplemental Memorandum Of Entry 2) Letter of confirmation of creation/ extension* of mortgage (Both Instrument Constitute Single Charge)
Date of instrument Creating the charge	25/10/2011
Amount secured by the charge	Rs.40.000 Millions
Brief particulars of the principal terms and conditions and extent and operation of the charge	Rate of Interest Sub Limit of line of credit: :BR+3.50% i.e.14.25% p.a. Presently with monthly rests (Cash Credit) :As per bank's guidelines(inland/import LC (DP/DA Usance up to 90days,buyer's credit and bank guarantee) Terms of Repayment Sub Limit of line of credit limit : Cash Credit (Hypothecation of Stocks/ Book Debts) inland/import LC (DP/DA Usance up to 90days) buyer's credit Bank Guarantee Margin 25% on Stock 40% on Book Debts up to 90days 25% on Inland/ Import LC (DP/DA Usance up to 90days) 25% on Bank Guarantee Extent and Operation of the charge Bank of Baroda b/o Nariman Point Branch Foreshore Building Mumbai First Charge Holder
Short particulars of the property charged	All that piece and parcel of non agricultural land or ground situated, lying and being at Village: Pundhe, Talathi Saja Atgaon, Group Gram Panchayat Aaware, Taluke Tehsil Shahapur, District Thane under Taluka Panchayat Samiti Shahapur and Zila Parishad Thane in registration sub District Murbad, Registration District Thane containing by Adm.2380SQ. Mtrs.,3900SQ. Mtrs., 2380 Sq.Mtrs. and 2070SQ.Mtrs. - i.e.H.R.P.0-23-8, H.R.P.0-39-0, H.R.P.1-34-0 and H.R.P.0-23-8 or Thereabouts, bearing Survey No.46, 85,87 and 46, Hissa No.2/1,5,3 and 2/2, and at assessment of Rs.2.01Ps., 0.31Ps., 0.75Ps. and 2.02Ps Respectively Factory Land nd building at Shahapur Maharashtra
Particulars of the present modification	Charge Increased to Rs.40.000 Millions

FIXED ASSETS:

· Land

· Building

· Bore Well

· Plant and Machinery

· Computers

· Electrical Equipment

· Furniture

· Motor Car

· Equipments

· Telephone and Other Equipment

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.54.96
UK Pound	1	Rs.88.68
Euro	1	Rs.72.45

INFORMATION DETAILS

Report Prepared by :

NIT

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	5
--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		43

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.