MIRA INFORM REPORT

Report Date :

07.02.2012

IDENTIFICATION DETAILS

Name :	ENDRESS + HAUSER FLOWTEC (INDIA) PRIVATE LIMITED (w.e.f. 13.01.2010)
Formerly Known As :	ENDRESS AND HAUSER FLOWTECH (INDIA) PRIVATE LIMITED
Registered Office :	M-171 to 176, MIDC Waluj, Aurangabad – 431136, Maharashtra
Country :	India
Financials (as on) :	31.12.2010
Date of Incorporation :	24.05.1999
Com. Reg. No.:	11-119985
Capital Investment / Paid-up Capital :	Rs.202.500 Millions
CIN No.: [Company Identification No.]	U73100MH19999PTC119985
TAN No.: [Tax Deduction & Collection Account No.]	NSKE00406A
PAN No.: [Permanent Account No.]	AAACE4919M
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturer of Instruments and Apparatus for measuring or checking variables of Liquids and Gas etc.
No. of Employees :	Above 125 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

Ba (53)

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

Maximum Credit Limit :	USD 3500000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a subsidiary of Endress + Hauser Flowtech AG, Germany. It is an established company having fine track. Financial position is good. Trade relations are reported as fair. Business is active. Payments are reported to be regular and as per commitments. The company can be considered normal 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 – September 30, 2011

Country Name	Previous Rating (30.06.2011)	Current Rating (30.09.2011)
India	A1	A1

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

LOCATIONS

Registered Office :	M-171 to 176, MIDC Waluj, Aurangabad – 431136, Maharashtra, India
Tel. No.:	91-240-2556761 / 2556763 / 2563600
Fax No.:	91-240-2555179 / 2563600
E-Mail :	india@flowtec.endress.com kulathu.kumar@in.endress.com
Website :	http://www.endress.com
Head Quarter :	Raj Plaza, Wing A and B, 5^th Floor, L.B.S. Marg, Vikhroli (West), Mumbai-400083, Maharashtra, India
Tel. No.:	91-22-66481111/ 66481272
Fax No.:	91-22-66938330
E-Mail :	info@in.endress.com
Branches :	Located at: · Baroda · Chennai · Kolkatta · Hyderabad · Delhi · Pune · Bangalore · Mumbai · Indore

DIRECTORS

As on 08.06.2011

Name :

Gerhardwerner Jost

Designation :

Director

Address :

Baselstrasse 97, CH – 4144, Arlesheim, Switzerland

Date of Birth/Age :

10.02.1951

Date of Appointment :

03.11.2000

DIN No.:

01626712

Name :

Luc Schultheiss

Designation :

Director

Address :

Schmiedgasse 48, CH 4125, Riehen, Switzerland

Date of Birth/Age :

28.01.1962

Date of Appointment :

04.02.2009

DIN No.:

02595502

Other Directorship :

CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Date of cessation	Company Status	Defaulting status
U73100MH1999PTC119985	Endress + Hauser Flowtec (India) Private Limited	Director	4/05/2009	4/02/2009	31/12/2011	Active	NO

Name :

Mr. Kumar Kulathu

Designation :

Director

Address :

C 103, Kastur Kunj, ICS Colony, Pune – 411007, Maharashtra, India

Date of Birth/Age :

31.07.1959

Date of Appointment :

27.07.2009

DIN No.:

02757367

Other Directorship :

CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Date of cessation	Company Status	Defaulting status
U73100MH1999PTC119985	Endress + Hauser Flowtec (India) Private Limited	Director	7/06/2010	27/07/2009	-	Active	NO

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 08.06.2011

Names of Shareholders	No. of Shares
Endress + Hauser (International) Holding AG, Switzerland	1
Endress + Hauser Flowtec AG, Switzerland	2024999
Total	2025000

Equity Share Break up (Percentage of Total Equity)

As on 08.06.2011

Category	Percentage
Foreign holdings( Foreign institutional investor(s), Foreign companie(s) Foreign financial institution(s), Non-resident Indian(s) or Overseas Corporate bodies or Others	100.00
Total	100.00

BUSINESS DETAILS

Line of Business :

Manufacturer of Instruments and Apparatus for measuring or checking variables of Liquids and Gas etc.

Products :

Product Description	ITC Code
Flow Meter	9026.10

PRODUCTION STATUS AS ON 31.12.2010

Particulars	Unit	Licensed Capacity	Installed Capacity
Flow-Meters	Nos.	18000	18000

GENERAL INFORMATION

No. of Employees :

Above 125 (Approximately)

Bankers :

Not Available

Facilities :

Unsecured Loan	As on 31.03.2010 (Rs. in Millions)	As on 31.03.2009 (Rs. in Millions)
External Commercial Borrowings from Endress+Hauser Flowtec AG, Switzerland - Payable in Foreign Currency [CHF 11800000 (Previous Year CHF 16500000)]	564.593	746.607
Total	564.593	746.607

Notes:

1) The external commercial borrowing of CHF 5600000 was repayable in first installment of CHF 1000000 commencing from April 30, 2010 and 9 equal half yearly installments of CHF 500000 and last installment of CHF 100000.

During the year, the Company has repaid CHF 1500000.

2) The external commercial borrowing of CHF 10900000 was repayable in 8 equal half yearly installments of CHF 1200000 each and 9th installment of CHF 1,300,000 commencing from April 30, 2010. During the year, the Company has repaid/ prepaid CHF 3200000.

3) Loan repayable within one year Rs.162.679 Millions (Previous Year Rs.99.547 Millions).

Banking Relations :	--
Auditors :
Name :	Price Waterhouse and Company Chartered Accountants
Address :	252, Veer Savarkar Marg, Shivaji Park, Dadar (West), Mumbai – 400028, Maharashtra, India
PAN.:	AADFP9359C
Control Holding Company :	Endress + Hauser Flowtec AG, Germany
Ultimate Holding Company :	Endress+Hauser AG, Reinach
Significant Influence (Companies with whom transactions have taken place during the year) :	· Endress+Hauser Flowtec (China) Company Limited, China · Endress+ Hauser (India) Private Limited, India · Endress+Hauser Pty Limited, South Africa · Endress+Hauser (S. E. A.) Pte Limited, Singapore · Endress+Hauser Flowtec AG - Division Greenwood (Indiana), U.S.A. · Endress+Hauser Info Serve GmbH + Company KG · Endress+Hauser (Malaysia) Sdn Bhd, Malaysia · Endress+Hauser (Tenaga) Sdn Bhd, Malaysia · Endress+Hauser (Australia) Pty Limited, Australia · Endress+Hauser Messtechnik GmbH + Company, Germany · Endress+Hauser Wetzer GmbH + Company, Nesselwang · Endress+Hauser (Thailand) Limited, Bangkok · Endress+Hauser (Maulburg) GmbH + Company KG, Germany · Endress+Hauser (India) Automation Instrumentation · Private Limited, India · Mestra AG, Reinach · Endress+Hauser Sicestherm SRL · Endress+Hauser Instr. INT AG

CAPITAL STRUCTURE

As on 31.12.2010

Authorised Capital :

No. of Shares	Type	Value	Amount
2025000	Equity Shares	Rs.100/- each	Rs.202.500 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
2025000	Equity Shares	Rs.100/- each	Rs.202.500 Millions

Of the above:

1) 2,024,999 Equity Shares of Rs.100 each are held by Endress+Hauser Flowtec AG, Switzerland, the Holding Company.

Ultimate Holding Company is Endress+Hauser AG, Reinach.

2) 1 Equity Share is held by Endress+Hauser (International) Holding AG, Switzerland.

3) 675,000 Equity Shares of Rs.100 each were allotted as fully paid Bonus Shares by Capitalisation of Surplus in Profit and Loss Account.

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.12.2010	31.12.2009	31.12.2008
SHAREHOLDERS FUNDS
1] Share Capital		202.500	202.500	202.500
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		673.128	483.448	430.622
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		875.628	685.948	633.122
LOAN FUNDS
1] Secured Loans		0.000	0.000	0.000
2] Unsecured Loans		564.593	746.607	91.743
TOTAL BORROWING		564.593	746.607	91.743
DEFERRED TAX LIABILITIES		16.450	39.071	4.952
TOTAL		1456.671	1471.626	729.817
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		977.761	1050.409	113.764
Capital work-in-progress		11.361	10.778	431.815
INVESTMENT		0.000	0.000	0.000
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	229.549	132.531	150.636
	Sundry Debtors	331.059	196.945	201.128
	Cash & Bank Balances	145.173	135.380	142.057
	Other Current Assets	0.118	0.374	0.198
	Loans & Advances	41.555	92.047	25.059
Total Current Assets		747.454	557.277	519.078
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	234.155	108.011	221.115
	Other Current Liabilities	11.337	1.903	4.718
	Provisions	34.413	36.924	109.007
Total Current Liabilities		279.905	146.838	334.840
Net Current Assets		467.549	410.439	184.238
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		1456.671	1471.626	729.817

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.12.2010	31.12.2009	31.12.2008
	SALES
		Income	1499.813	1028.376	NA
		Other Income
		TOTAL	1499.813	1028.376	NA
Less	EXPENSES
		Office Expenses
		Administrative Expenses	1273.017	854.570	NA
		Advertising Expenses
		Financial Expenses
		TOTAL	1273.017	854.570	NA
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION		334.807	173.806	252.079
Less/ Add	DEPRECIATION/ AMORTISATION		108.011	71.324	22.104
	PROFIT BEFORE TAX		226.796	102.482	229.975
Less	TAX		37.116	49.656	23.768
	PROFIT AFTER TAX		189.680	52.826	206.207
	EARNINGS IN FOREIGN CURRENCY
		F.O.B Value of Exports	1056.694	724.413	826.910
		Commission Income	0.000	0.960	3.050
	TOTAL EARNINGS		1056.694	725.373	829.960
	IMPORTS
		Raw Materials	616.532	481.008	492.508
		Traded Goods	0.000	0.000	41.928
		Capital Goods	13.359	442.115	26.727
	TOTAL IMPORTS		629.891	923.123	561.163
	Earnings Per Share (Rs.)		93.67	26.09	101.83

KEY RATIOS

PARTICULARS		31.12.2010	31.12.2009	31.12.2008
PAT / Total Income	(%)	12.65	5.14	NA
Return on Total Assets (PBT/Total Assets}	(%)	13.14	6.37	36.34
Return on Investment (ROI) (PBT/Networth)		0.26	0.15	0.36
Debt Equity Ratio (Total Liability/Networth)		0.96	1.30	0.67
Current Ratio (Current Asset/Current Liability)		2.67	3.79	1.55

LOCAL AGENCY FURTHER INFORMATION

Note:

The registered address of the company M-171 to 175, MIDC Waluj, Aurangabad – 431136, Maharashtra, India has been shifted to the present address w.e.f. 26.08.2009

OPERATIONS:

During the year of operations Company have manufactured and sold 11,824 units of flow meters. The turnover of the company increased by almost 46 % in 2010 as compared to year 2009.The Profit before Taxation also increased by almost 121%. The New Canteen of the Company became operational and the work of offices on the first floor for Marketing, Finance and President and Director also started in the Company. Productivity and flexibility of operations have been improved.

Contingent Liabilities not provided for in respect of:

Particulars	31.12.2010 Rs. in Millions
Demand raised by Excise Authorities not acknowledged as debts	41.324
Claims against the company with respect to arrears raised by Maharashtra Industrial Development Corporation not acknowledged as debts	0.000
Bank Guarantee given by banks	15.074

Notes:

(a) The Company in December 2009 had received draft Audit Report from Deputy Commissioner (Audit) Central Excise and Customs (“Excise Officer") claiming that the Company had not included 4% Special Additional Duty CSAD") i.e. additional duty of customs leviable under Section 3(5) of the Customs Tariff Act, 1975 and Education Cess thereof while computing duties of excise payable at the time of removal of these goods for local sales clearances. Accordingly, a query for demand of Rs.64.128 Millions for the period March 2005 to November 30, 2009 had been raised along with interest under Section 11AB of the Central Excise Act, 1944.

The Company had obtained legal opinion from Independent Advocates (“Consultant") on the captioned matter. The Consultant has opined that the Company is liable to pay SAD liability on local sales only for year 2009 and the liability would not arise for the period prior to December 31, 2008. Based on legal opinion, the Company has paid SAD liability along with interest aggregating Rs.14.530 Millions for the year 2009 which has been fully charged off to Profit and Loss Account.

The Company has received Show cause notice from Excise Officer on September 21, 2010 claiming that the Company has not included 4% SAD i.e. additional duty of customs leviable under Section 3(5) of the Customs Tariff Act, 1975 and Education Cess thereof while computing duties of excise payable at the time of removal of these goods for local sales clearances. Accordingly, a notice for demand of Rs.54.880 Millions for the period March 2005 to December 31, 2009 has been raised along with interest under Section 11AB of the Central Excise Act, 1944. The differential demand of Rs.41.324 Millions has been disclosed as Contingent Liability.

(b) In terms of Section 19 of the Standards of Weights and Measures (Enforcement) Act, 1985, of India, the Company, besides having to obtain the license to manufacture flow-meters, is not permitted to sell unstamped flow-meters within India. The Company had obtained license for manufacturing and selling of Promass 80 and Promass 83 only. Further, the Company stamps the meters only at the request from the customer, which in the opinion of Management is the industry practice. During the year, the Company has compounded offence of non-stamping of flow-meters by paying requisite compounding fees.

Fixed Assets

· Leasehold Land

· Leasehold Improvements – Factory

· Leasehold Improvements – Others

· Building – Factory

· Building – Others

· Plant and Machinery

· Electrical Fittings

· Equipment

· Computers

· Furniture and Fixtures

· 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.48.68
UK Pound	1	Rs.76.75
Euro	1	Rs.63.57

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	6
--PROFITABILIRY	1~10	5
--LIQUIDITY	1~10	6
--LEVERAGE	1~10	6
--RESERVES	1~10	6
--CREDIT LINES	1~10	5
--MARGINS	-5~5	-
DEMERIT POINTS
--BANK CHARGES	YES/NO	NO
--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		53

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.