MIRA INFORM REPORT

Report Date :

09.01.2012

IDENTIFICATION DETAILS

Name :	SECURE METERS LIMITED
Registered Office :	E- Class Pratap Nagar, Industrial Area, Udaipur- 313001, Rajasthan
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	22.04.1987
Com. Reg. No.:	17-29106
Capital Investment / Paid-up Capital :	Rs.590.471 Millions
CIN No.: [Company Identification No.]	U74899RJ1987PLC029106
TAN No.: [Tax Deduction & Collection Account No.]	JDHS00044C / JDHS00332D
PAN No.: [Permanent Account No.]	AACCS8785M
Legal Form :	A Closely Held Public Limited Liability Company
Line of Business :	Manufacturers and Exporters of Secure Energy Metering systems Accuchecks for calibration of Energy Meters, Prepayment Meters, Test Benches and an Software Solutions for online Monitoring.
No. of Employees :	800 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

A (58)

RATING		STATUS	PROPOSED CREDIT LINE
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

Maximum Credit Limit :	USD 14240000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a well established and a reputed company having fine track. Financial position of the company appears to be sound. Trade relations are reported as fair. Business is active. Payments are reported to be regular and as per commitments. The company can be considered good 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 – 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 :	E- Class Pratap Nagar, Industrial Area, Udaipur- 313001, Rajasthan, India
Tel. No.:	91-294-2492300/301/2492302/2492303/2492304/2492305
Fax No.:	91-294-2492310
E-Mail :	hemender.pandwal@securemeters.com sml@securemeters.com
Website :	http://www.securemeters.com
Factory/Warehouse:	Udaipur Unit ‘E’ Class, Pratap Nagar Industrial Area, Udaipur [Rajasthan] Barotiwala Unit Haripur Road, Barotiwala, District – Solan, Himachal Pradesh Bated Unit Village Bated, off Haripur Road, Barotiwala, District Solan, Himachal Pradesh Haripur Unit Village Bated, Near Haripur Road, Barotiwala, District Solan, Himachal Pradesh G 1, 466-467, Meware Industrial Area, Udaipur – 313003, India
Overseas Office:	101, Upper Cross Street, No. 08-07, People’s Park Centre, Singapore – 058357
Branches :	Located At:- v Sir Pherozeshah Mehta Road, Post Box No. 1345, Mumbai – 400001, Maharashtra v 606-607, Silver Oaks, Opposite Arun Society, Near Paldi Bus Stand, Ahmedabad – 380007, Gujarat v 134, Mittal Tower, ‘C’ Nariman Point, Mumbai – 400021, Maharashtra v 20, C. V. Raman Road, Alwarpet, Chennai – 600018, Tamilnadu v 127, Vedachalam Street, Vasudevan Nagar, Jafferkhanpet, Chennai – 600083, Tamilnadu v 1, ‘E’ Neelamber, 28-B, Shakespeare Sarani, Kolkata – 700017, West Bengal v Plot No. BH. Bayababa Math, Unit 9, Bhubaneshwar, Orissa v B-10, Greenland Society, Opp Harinagar, Gotri Road, Vadodara, Gujarat v No. 6, Marappa Road, Ulsoor, Bangalore, Karnataka v Plot No. 31, Southern Railway Colony, Picket, Secunderabad, Andhra Pradesh v Plot No. 11, Home No. 1010, Shaktinagar, Gupteswar, Jabalpur – 482008, Madhya Pradesh v A-111/201, B, Kamal Apartment (2), Power House Road, Bani Park, Jaipur – 302001, Rajasthan v Springdale School Complex, Manik Nagar, R. G. Baruah Road, P.O. Japorigog, Guwahati – 781005, Assam v TC No. 3/2187, ‘Sulatha’, 1^st Floor, LIC Lane, Patton, Thiruvananthapuram – 695004, Kerala v Pesticides India, Chandola Talao, Near Kashiram Textiles, N.H. 8, Post Narol, Ahmedabad – 382405, Gujarat v 85, Seema Nagar 2, Palanpur Patia, Rander Road, Surat, Gujarat

DIRECTORS

As on 30.09.2011

Name :

Mr. Salil Singhal

Designation :

Director

Address :

Singhal Farm House, Rajokri, New Delhi-110038, India

Date of Birth/Age :

21.08.1946

Date of Appointment :

29.12.1994

DIN No.:

00006629

Other Directorship:

S.No.	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
1	L24211RJ1946PLC000469	PI Industries Limited	Managing director	01-07-10	10-03-76	-	Active	NO
2	U24211DL1970NPL005200	Crop Care Federation Of India	Director	03-08-79	03-08-79	05-12-09	Active	NO
3	U29299RJ1971PLC001379	Wolkem India Limited	Director	07-08-79	07-08-79	-	Active	NO
4	U74899RJ1987PLC029106	Secure Meters Limited	Director	29-12-94	29-12-94	-	Active	NO
5	U55101RJ1989PTC005105	Historic Resort Hotels Private Limited	Director	27-09-96	27-09-96	-	Active	NO
6	U55101RJ1963PTC001158	The Lake Palace Hotels and Motels Private Limited	Director	30-09-00	30-09-00	-	Active	NO
7	L40200DL1968PLC005169	Somany Ceramics Limited	Director	27-07-02	27-07-02	-	Active	NO
8	U65990GJ1992PLC018163	Pill Finance and Investments Limited	Director	29-03-04	29-03-04	-	Active	NO
9	L31400WB1986PLC091621	Usha Martin Limited	Director	29-07-09	12-05-09	-	Active	NO

Name :

Mr. Arvind Singhal

Designation :

Director

Address :

Lake House, P.P. Singhal Marg, Udaipur, Rajasthan-313001

Date of Birth/Age :

29.11.1947

Qualification :

M. Com

Experience :

30 Years

Date of Appointment :

21.09.1999

DIN No.:

00092425

Other Directorship:

S.No.	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
1	L24211RJ1946PLC000469	PI Industries Limited	Director	06-08-79	06-08-79	18-12-06	Active	NO
2	U74140RJ1995PLC010096	Wolkem Minerals Limited	Director	26-05-95	26-05-95	-	Active	NO
3	U29299RJ1971PLC001379	Wolkem India Limited	Managing director	01-04-10	01-08-95	-	Active	NO
4	U27101RJ1982PLC002442	Fimakem India Limited	Director	29-09-98	29-09-98	-	Active	NO
5	U74899RJ1987PLC029106	Secure Meters Limited	Director	21-09-99	21-09-99	-	Active	NO
6	U14107UR2002PTC027145	Wolkem Talc Private Limited	Director	21-10-03	21-10-03	-	Active	NO
7	U13209AP2004PTC043579	Nephkem Minerals Private Limited	Director	05-07-04	05-07-04	-	Under Process of Striking off	NO
8	U14106RJ2007PTC023768	Wolkem Omega Minerals India Private Limited	Director	02-02-07	02-02-07	-	Active	NO
9	U74999AP1993PTC035758	Wollmine India Private Limited	Director	29-09-09	13-11-08	-	Active	NO
10	U26900OR2011PLC014275	Wolkem Lime Limited	Director	27-09-11	27-09-11	-	Active	NO

Name :

Mr. Girdhar Gopal Agrawal

Designation :

Director (Fatehpura, Udaipur, Rajasthan, India)

Address :

Govindam, 6, Bhan Bagh, New Fatehpura, Udaipur-313001, Rajasthan

Date of Birth/Age :

25.11.1933

Date of Appointment :

22.04.1987

DIN No.:

00076273

Other Directorship:

S.No.	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
1	U74899RJ1987PLC029106	Secure Meters Limited	Director	22-04-87	22-04-87	-	Active	NO
2	U67120RJ1985PTC023079	Binarvi Holdings Private Limited	Director	01-04-91	01-04-91	-	Amalgamated	NO
3	U51909DL1984PLC018984	Shakun Overseas Limited	Director	20-04-94	20-04-94	-	Active	NO
4	U74140DL2007PLC171270	Secure Energy Services Limited	Director	10-12-07	10-12-07	-	Active	NO

Name :

Mr. Pradyumna Natvarlal Shah

Designation :

Director (Mumbai, Maharashtra, India)

Address :

Shantiniketan, Prabhat Colony Road No.1, Santacruz (East), Mumbai-400055, Maharashtra

Date of Birth/Age :

01.01.1929

Date of Appointment :

18.08.1997

DIN No.:

00096793

Other Directorship:

S.No.	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
1	L24211RJ1946PLC000469	PI Industries Limited	Director	07-09-90	07-09-90	-	Active	NO
2	L72200PN1988PLC068972	Indo Count Industries Limited	Director	30-09-92	30-09-92	-	Active	NO
3	L99999MH1965PLC013392	Taparia Tools Limited	Director	12-01-96	12-01-96	-	Active	NO
4	U74899RJ1987PLC029106	Secure Meters Limited	Director	18-08-97	18-08-97	-	Active	NO
5	U36007MH1992PLC066759	Lipi Data Systems Limited	Director	15-05-98	15-05-98	01-04-11	Active	NO
6	U29299RJ1971PLC001379	Wolkem India Limited	Director	28-09-02	28-09-02	-	Active	NO
7	U65992MH2003PTC139955	Lic Nomura Mutual Fund Trustee Company Private Limited	Director	21-12-03	21-12-03	08-03-11	Active	NO
8	L17119PN1990PLC058139	Pranavaditya Spinning Mills Limited	Additional director	31-07-07	31-07-07	-	Active	NO

Name :

Mr. Sanjaya Singhal

Designation :

Managing Director

Address :

Lake House, P. P. Singhal Marg, Udaipur – 313001, Rajasthan

Date of Birth/Age :

22.01.1955

Qualification :

B. Sc.

Date of Appointment :

01.07.2002

DIN No.:

00109705

Other Directorship:

S.No.	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
1	U74899RJ1987PLC029106	Secure Meters Limited	Managing director	01-07-08	01-07-02	-	Active	NO
2	U72200RJ2004PLC019221	Esl India Limited	Director	30-04-04	30-04-04	05-02-08	Amalgamated	NO
3	U74210RJ2008PTC027919	Vaastu Tatwa Design Consultants Private Limited	Director	15-12-08	15-12-08	-	Under Process of Striking off	NO

Name :

Mr. Dilip Dwarkadas Udeshi

Designation :

Director (Mumbai, Maharashtra, India)

Address :

501, Shanti Apartments, 98, Walkeshwar Road, Mumbai-400006, Maharashtra

Date of Birth/Age :

28.01.1936

Date of Appointment :

28.03.1995

DIN No.:

00051479

Other Directorship:

S.No.	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
1	U67120MH1984PTC033147	Baltic Consultancy And Services Private Limited	Director	30-06-88	30-06-88	-	Active	NO
2	U74899RJ1987PLC029106	Secure Meters Limited	Director	28-03-95	28-03-95	-	Active	NO
3	U74140GJ2000PTC038483	Chadabhoy and Jassoobhoy Consultants Private Limited	Director	04-08-00	04-08-00	-	Active	NO
4	U67120MH1982PTC028713	Serendib Investments Pvt Ltd	Director	18-08-00	18-08-00	-	Active	NO
5	U24245GA1991PTC001118	Advanced Oral Care Products Private Limited	Director	18-06-04	18-06-04	-	Amalgamated	NO
6	U18101MH2005FTC154490	Sefar Filtration (India) Private Limited	Director	05-07-05	05-07-05	-	Active	NO
7	L35999TN1962PLC004792	Sundaram -Clayton Limited	Director	22-08-05	22-08-05	26-06-09	Active	NO

Name :

Mr. Bhagwat Singh Babel

Designation :

Managing Director

Address :

221, Ameya Behind Sagar, Darshan Apartment, Deval Udaipur- 313001, Rajasthan, India

Date of Birth/Age :

24.07.1953

Date of Appointment :

01.04.2007

DIN No.:

01476935

Other Directorship:

S.No.	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
1	U74899RJ1987PLC029106	Secure Meters Limited	Managing director	01-04-07	01-04-07	-	Active	NO
2	U99999MH1970GAP014629	Indian Electrical and Electronics Manufacfturers Association	Director	25-09-10	25-09-10	26-09-11	Active	NO

KEY EXECUTIVES

Name :	Mr. Hemendra Pandwal
Designation :	Company Secretary
Address :	Chotti Maheshwari Syreet,Dhann Mandi,Udaipur,Rajasthan - 313003
Date of Birth/Age :	26.03.1961
Date of Appointment :	31.05.1999
Pan No.:	ACZPP5645H

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 30.09.2011

Names of Shareholders (Equity Share)	No. of Shares
Girdhar Gopal Agarwal	50
Suket Singhal	111413
Ananya Singhal	117710
Manali Singhal	50708
Sanjana Singhal (Nominee of Hycron India)	50000
Nandita Singhal (Nominee of Hycron India)	387142
Nandita Singhal	199266
Nandita Singhal	9600
Sanjay Singhal	145632
Ananya Singhal	303237
Suket Singhal	305417
Suket Singhal	3777
Salil Arivind and Family Trust	33527
Sanjaya Singhal	657203
Nandita Singhal	437054
Sanjay Singhal	75000
Sanjaya Singhal	799899
The Entity Group Trust, India	231962
Firblog Holdings Limited,India	60000
Mecron 1 Incorporated, India	410040
TOTAL	4388637

Names of Shareholders (Preferences Share)	No. of Shares
Suket Singhal	400000
Ananya Singhal	450000
Sanjay Singhal (Nominee of Hycron India)	352000
Nandita Singhal (Nominee of Hycron India)	100000
Nandita Singhal	600000
Sanjay Singhal (HUF)	245936
Ananya Singhal	380652
Suket Singhal	402422
Nandita Singhal	570791
Sanjay Singhal	442000
Sanjay Singhal	500000
Sanjay Singal (Nominee of Hytcron India|)	240999
Nandita Singhal (Nominee of Hytcron India|)	781047
TOTAL	5465847

Equity Share Break up (Percentage of Total Equity)

As on 30.09.2011

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	10.71
Bodies corporate	5.29
Directors or relatives of Directors	82.84
Other top fifty shareholders	1.16
Total	100.00

BUSINESS DETAILS

Line of Business :

Manufacturers and Exporters of Secure Energy Metering systems Accuchecks for calibration of Energy Meters, Prepayment Meters, Test Benches and an Software Solutions for online Monitoring.

Products :

· Flexible System for Light Industrial, Commercial and Domestic Metering Applications

· Single Phase Electricity Dispenser with Remote Keypad and Display for Domestic Application

· High Accuracy Metering for Commercial and Industrial Applications.

· Panel Instrument for Industry and Commerce.

· Maximum Demand Controller to optimally utilise sanctioned loads

Generic Name of Principal Product/Service of the company are :-

Product Description	ITC Code
Energy Meters	90283000

GENERAL INFORMATION

No. of Employees :

800 (Approximately)

Bankers :

• State Bank of India, Commercial Branch, Madhuvan Udaipur – 313001, Rajasthan, India
• ICICI Bank Limited, JMC House, Opposite, Parimal Garden, Ambawadi, Ahmedabad – 380006, Gujarat, India

Facilities :

Secured Loan	As on 31.03.2011 (Rs. in Millions)	As on 31.03.2010 (Rs. in Millions)
Terms Loan from Bank	504.436	269.438
Term Loan from Financial Institution	55.249	56.471
Foreign Currency Loan	310.118	470.297
Working Capital Loan	1960.570	1992.307
Loan taken from Vehicle	0.906	0.682
Total	2831.279	2789.195
Unsecured Loan	As on 31.03.2011 (Rs. in Millions)	As on 31.03.2010 (Rs. in Millions)
Term Loan Bank	374.668	299.872
Loans from Director	50.000	1.000
Loans from Related	45.900	4.411
Total	470.568	305.283

Banking Relations :	--
Auditors :
Name :	Chandabhoy and Jassobhoy Chartered Accountants
Address :	605-607, Silver Oaks, Near Mahalaxmi Char Rasta, Raldi, Ahmedabad – 380 007, Gujarat
Tel. No.:	91-79-26586063/26586069
Mobile No.:	91-9824256190 / 9824799760
Fax No.:	91-79-26586063
E-Mail :	cnj@icenet.net / cnjabd@vsnl.net
PAN.:	AABFC0696F
Associates :	PI Industries Limited Hycron India Hycron Electronics Wolkem India Limited Fimakem India Limited
Common Controlled Entities:	Arvind and Sanjaya Family Trust Shivani Family Benefit Trust Sanjaya Singhal (HUF) The Entity Group Trust
Subsidiaries :	Secure International Holdings Private Limited, Singapore Secure Meters Singapore Pte Limited Singapore;Secure Meters (UK) Limited , UK Horstmann Group Limited , UK Advanced Energy Monitoring Systems Limited , UK Entity Holdings Limited , UK Alpha and Advent Investment Limited Secure Energy Services Limited, India Secure Australasia Private Limited, Australia Iprobe AB, Sweden; (All are subsidiaries of Secure International Holdings Private Limited, Singapore) PRI Financial Solutions Limited Polymeters Response International Limited Polymeters International Limited Polymeters Limited Entity Metering Systems Limited Response Company Limited Utilita Group Limited Utilita Technology Limited (All are Subsidiaries of Secure Meters (UK) Limited , UK) Utilita Electricity Limited Utilita Gas Limited Utilita Telecom Limited Planet points Limited Winchester Meter Operations Limited Winchester Gas Distribution Limited Utilita Services Limited (All are subsidiaries of Utilita Group Limited) Power Investment and Trading Limited , Dubai (Subsidiary of Alfa and Advent Investment Limited) CEWE Instrument AB, Sweden, (Subsidiary of Entity Holdings Limited, UK) CEWE Instrument Trading AB, Sweden CEWE Instruments Limited, UK; (subsidiaries of CEWE Instruments AB, Sweden) Elegant Metering Solutions Limited, Dubai (Subsidiary of Power Investment and Trading Limited) Horstmann Controls Limited, UK (Subsidiary of Horstmann Group Limited) Yatesmeter Limited (Subsidiary of Advanced Energy Monitoring Systems Limited, UK)

CAPITAL STRUCTURE

As on 31.03.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
15000000	Equity Shares	Rs.10/- each	Rs.150.000 Millions
7500000	Preferences Shares	Rs.100/- each	Rs.750.000 Millions
	TOTAL		Rs.900.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
4388637	Equity Shares	Rs.10/- each	Rs.43.886 Millions
5465847	Preferences Shares	Rs.100/- each	Rs.546.585 Millions
	TOTAL		Rs.590.471 Millions

Footnotes

(A) 9%, 2393801 Cumulative Redeemable Preference Shares of Rs100/- each 5%, 3072046 Cumulative Redeemable Preference Shares of Rs100/- each

(B) 9%, 2393801 Cumulative Redeemable Preference Shares of Rs100/- each 5%, 3072046 Cumulative Redeemable Preference Shares of Rs100/- each

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		590.471	590.471	43.886
2] Share Application Money		0.000	0.000	239.450
3] Reserves & Surplus		2970.700	2650.069	2531.586
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		3561.171	3240.540	2814.922
LOAN FUNDS
1] Secured Loans		2831.279	2789.195	2439.667
2] Unsecured Loans		470.568	305.283	300.500
TOTAL BORROWING		3301.847	3094.478	2740.167
DEFERRED TAX LIABILITIES		43.809	63.197	48.719
TOTAL		6906.827	6398.215	5603.808
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		1372.837	1502.122	1299.153
Capital work-in-progress		0.000	0.669	56.610
INVESTMENT		1737.686	1737.687	1618.822
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	1006.398	895.107	607.826
	Sundry Debtors	3370.694	2456.465	2108.155
	Cash & Bank Balances	320.866	165.193	161.659
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	1223.630	1125.314	1264.538
Total Current Assets		5921.588	4642.079	4142.178
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	1404.040	965.530	1187.662
	Other Current Liabilities	422.762	365.145	212.825
	Provisions	298.482	153.667	112.468
Total Current Liabilities		2125.284	1484.342	1512.955
Net Current Assets		3796.304	3157.737	2629.223
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		6906.827	6398.215	5603.808

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		Operating Revenue	5866.857	6661.975	5148.950
		Other Income	121.864	130.899	5.097
		TOTAL (A)	5988.721	6792.874	5154.047
Less	EXPENSES
		Raw Material Consumed	3714.765	4339.237	4587.778
		Manufacturing Service Cost	106.377	172.338
		Employee Related Cost	567.176	853.234
		Administrative and Other Expenses	569.002	579.695
		Research Development Expenditure	39.585	142.405
				6086.909
		Exceptional Income	0.201	(6.620)
		Prior Period Expenses	0.314	0.307
		TOTAL (B)	4997.420	6080.596	4587.778
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		991.301	712.278	566.269
Less	FINANCIAL EXPENSES (D)		205.877	381.642	253.642
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		785.424	330.636	312.627
Less/ Add	DEPRECIATION/ AMORTISATION (F)		260.539	300.143	151.876
	PROFIT BEFORE TAX (E-F) (G)		524.885	30.493	160.751
Less	TAX (H)		115.656	(143.837)	17.896
	PROFIT AFTER TAX (G-H) (I)		409.229	174.330	142.855
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		901.796	802.188	763.410
Less	APPROPRIATIONS		148.598	74.722	NA
		Transfer to General Reserve
	BALANCE CARRIED TO THE B/S		1162.427	901.796	NA
	EARNINGS IN FOREIGN CURRENCY
		Export Earnings	2391.079	2290.643	849.125
		Deemed Goods	0.000	18.598	0.000
		Interest	0.000	0.000	0.008
	TOTAL EARNINGS		2391.079	2309.241	849.133
	IMPORTS
		Raw Materials	1987.205	2977.825	1209.801
		Capital Goods	18.281	8.662	50.186
	TOTAL IMPORTS		2005.486	2986.487	1259.987
	Earnings Per Share (Rs.)		86.00	30.37	32.55

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	6.83	2.57	2.74
Net Profit Margin (PBT/Sales)	(%)	8.95	0.46	3.08
Return on Total Assets (PBT/Total Assets}	(%)	7.20	0.50	2.95
Return on Investment (ROI) (PBT/Networth)		0.15	0.01	0.06
Debt Equity Ratio (Total Liability/Networth)		1.52	1.41	1.51
Current Ratio (Current Asset/Current Liability)		2.79	3.13	2.74

LOCAL AGENCY FURTHER INFORMATION

PERFORMANCE HIGHLIGHTS

FINANCIALS

The new integrated Enterprise Resource Planning system, which went live in January 2010 is now stabilized and working to the needs of company. From this year onwards, the company will see the benefits from the new system. They wish to place on record the efforts put in by the TICK team to make the new system successful.

The turnover for the 9 months period ending 31 st March 2011 was Rs.5866.860 million with a Profit before Tax (PBT) of Rs.525.400 million as compared to Rs.6661.980 million and PBT of Rs.24.180 million during the 15 months period ends 30th June, 2010. On an annualized basis, the turnover and profit before tax represents a growth of 47% & 3521% respectively over the previous year.

EXPORTS

The company achieved an export turnover of Rs.2391.08 million during the 9 months period ending 31st March, 2011, (Rs.2290.64 in 2009-10) which is a 74% annualized growth, reflecting the successful implementation of their strategy to grow in export markets. The impressive export performance is the result of investments made in developing Smart Meters in the last two years. They fully expect to maintain the export growth in sales overseas during the current year as well.

The Secure brand launch overseas in previous year is well received at the market place.

SUBSIDIARY COMPANIES

As required under Section 212 of the Companies Act 1956, the statement of audited accounts, along with the Report of the Board of Directors relating to the company’s subsidiaries for the period ending 31st March 2011 is annexed. However, the brief details of the subsidiaries are as under:-

Secure International Holdings Private Limited), (SHLS)

SHLS, (a wholly owned subsidiary) achieved an income of S$ 0.36 million with PBT of S$ (0.006) million during the period ended 31st March, 2011.

Secure Meters Singapore Private Limited (SMLS)

SMLS, Singapore (a wholly owned subsidiary company of SHLS, achieved a turnover of Nil with PBT of S$ (0.38) million during the period ended 31st March, 2011.

Secure Meters (UK) Limited (SMLU)

SMLU (a wholly owned subsidiary company of SHLS) achieved on consolidated level a turnover of 18.020 million during the 9 months period ended 31st March, 2011, as against 27 million during the 15 months period ended 30th June, 2010. The corresponding profit was 0.09 million and (2.55) million respectively.

SMLU with the roll out of smart meter program will see increased levels of business activities in the coming years. The Government has already announced a timetable for the smart metering program and sales are likely to commence as per the timetable unless there are further regulatory delays. They are keeping a keen eye on the developments and remain conscious of the trading losses but view these as necessary for the future.

Their preparedness to meet the huge expected demand in the smart metering area augers well for future.

Horstmann Group Limited, UK (HGL)

HGL, (a wholly owned subsidiary company of SHLS) achieved a turnover of 9.21 million during the 9 months period ended 31st March, 2011, as against 12.63 million during the 15 months period ended 30th June, 2010. The corresponding PBT was (0.31) million and (1.13) million respectively.

Advanced Energy Monitoring Systems, UK (AEMS)

AEMS (a wholly owned subsidiary company of SHLS) achieved a turnover of 0.61 million during the 9 months period ended 31st March, 2011, as against 0.93 million during the 15 months period ended 30th June, 2010. The corresponding PBT was (0.25) million and (0.57) million respectively.

Entity Holdings Limited, UK (EHL)

EHL, (a wholly owned subsidiary company of SHLS) achieved a turnover of NIL as on 31.03.2011, as against NIL during the previous year the corresponding PBT was (0.1) million & (0.16) million respectively.

Secure Energy Services Limited, India (SESL)

SESL, (a wholly owned subsidiary company of SHLS) achieved a turnover of INR 180.66 million during the 9 months period ended 31st March, 2011, as against INR 447.45 million during the 15 months period ended 30th June, 2010. The corresponding PBT was INR (24.85) million & INR 64.69 million respectively.

CEWE Instrument AB, Sweden (CEWE)

CEWE, , (a wholly owned subsidiary company of ) achieved a turn over of SEK 63.22 million during the 9 months period 31st March, 2011, as against SEK 97.15 million during the 15 months period ended 30th June, 2010. The corresponding PBT was SEK 2.66 million and SEK (0.13) million respectively.

Iprobe AB, Sweden (Iprobe)

Iprobe (a wholly owned subsidiary company of SHLS) had NIL turn over (effectively this is now a dormant company and trading is carried out by CEWE Instrument) during the 9 months period ended 31 st March, 2011, as against SEK NIL million during the 15 months period ended 30th June, 2010. The corresponding PBT was SEK (3.17) million & SEK (2.47) million respectively.

Secure Australasia Pty Ltd., (SMLA)

SMLA (a wholly owned subsidiary company of SHLS) achieved a turnover of 36.47 million during the 9 months period ended 31st March, 2011, as against 57.93 million during the 15 months period ended 30 th June, 2010. The corresponding PBT was1.50 million & A$ 1.52 million respectively.

THE FUTURE

They have so far been successful with their strategy to grow in overseas markets. Their focus on Smart Meters / AMI has already given us good results in Australia and they expect to follow this up with similar success in the UK as well.

India continues to remain their home market and indeed currently their largest market. Under the new program RAPDRP, the Government is providing funds to state electricity boards, who have commenced large scale purchases once again. This augurs well for their being able to sustain their current position in as well.

CONTINGENT LIABILITY

(Rs. in millions)

Particulars	31.03.2011	31.03.2010
Bank Guarantees	1807.746	1670.298
Letters of Credit	400.689	160.428
Claims not acknowledged by the Company	106.570	0.000
Corporate Guarantees/Commitments given on behalf of Others	455.600	368.868
Estimated amount of contracts remaining to be executed on capital account and not provide for	0.805	11.637

FORM 8

Corporate identity number of the company	U74899RJ1987PLC029106
Name of the company	SECURE METERS LIMITED
Address of the registered office or of the principal place of business in India of the company	E-CLASS Pratap Nagar,Industrial Area,Udaipur Rajasthan – 313001,India Email: hemender.pandwal@securetogether.com
This form is for	Modification of charge
Charge identification (ID) number of the charge to be modified	10262489
Type of charge	Immovable Property
Particular of charge holder	State bank of Bikaner and Jaipur, Chetak Circle, Udaipur – 313001, Rajasthan, India Email: sbbj1029@sbbj.co.in
Nature of instrument creating charge	1) Memorandum of deposit for creation of charge for term loan/overall limit, issued by sbbj for having deposited the title deeds and creation of equitable mortgage on the company's industrial plots situated at Bhama Shah Industrial Area, Kaladwas, Udapur . (2) Confirmation of the company having deposited the title deeds of the industrial plots situated at Bia, Kaladwas, Udaipur on 09/02/2011.
Date of instrument Creating the charge	90.02.2011
Amount secured by the charge	Rs.600.000 Millions
Brief of the principal terms an conditions and extent and operation of the charge	Rate of interest: As given in the sanction letter Dated. 07.01.2011 and 12.01.2011 Terms of Repayment: As given in the sanction letter Dated. 07.01.2011 and 12.01.2011 Margin: As given in the sanction letter Dated. 07.01.2011 and 12.01.2011 Extent and operation of charge: Until full repayment of the principal, interest and other incidental charges of the loan facilities. First exclusive charge on the fixed assets proposed to be acquired under the proposed term loan. Others: As given in the sanction letter Dated. 07.01.2011 and 12.01.2011
Short particulars of the property or asset(s) charged (including complete address and location of the property)	Industrial Land and Building On Plots G-421-432, G1-390 To 396, H-381 To 389 (Total 28 - Area 35126 Sqm) Situated At Bhama Shah Industrial Area, Kaladwas, Udaipur. Industrial Land and Building On Plots F-378 To 380 (Total3- ( Area 8332 Sqm)) Situated At Bhama Shah Industrial Area, Kaladwas, Udaipur
Date of instrument modifying the charge	18.01.2011
Particulars of the present modification	The loan facility agreements executed on 10/01/2011 and modified on 18/01/2011 is further modified to give first exclusive charge by way equitable mortgage by deposit of title deeds of plots no. G-421-432, G1-390 to 396, h-381 to 389 (total 28 - area 35126 sqm) and f-378 to 380 (total 3 ( area 8332 sqm),situated at Bia, Kaladwas, Udaipur, as security against the overall loan facilities of Rs.600.000 millions, divided into (1) Total of Rs.250.000 millions and Stock of Rs.350.000 millions Sanctioned to the company

Fixed assets

v Land,

v Buildings

v R and D building

v Plant and machinery

v R and D equipment

v Office equipment

v Furniture and fixtures

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.52.73
UK Pound	1	Rs.81.34
Euro	1	Rs.67.10

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	6
PAID-UP CAPITAL	1~10	6
OPERATING SCALE	1~10	7
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	8
--PROFITABILIRY	1~10	8
--LIQUIDITY	1~10	8
--LEVERAGE	1~10	7
--RESERVES	1~10	8
--CREDIT LINES	1~10	8
--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	YES
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		66

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.