MIRA INFORM REPORT

Report Date :

20.07.2012

IDENTIFICATION DETAILS

Name :	PRATIBHA INDUSTRIES LIMITED
Registered Office :	Shrikant Chambers, Phase II, 5^th Floor, Sion – Trombay Road, Next To R.K. Studio, Chembur, Mumbai-400071, Maharashtra
Country :	India
Financials (as on) :	31.03.2012
Date of Incorporation :	19.07.1995
Com. Reg. No.:	11-090760
Capital Investment / Paid-up Capital :	Rs.348.850 Millions
CIN No.: [Company Identification No.]	L45200MH1995PLC090760
TAN No.: [Tax Deduction & Collection Account No.]	MUMP08929E
Legal Form :	A Public Limited Liability Company. The company’s Shares are Listed on The Stock Exchange.
Line of Business :	Building and Construction Manufacturing of SAW Pipes
No. of Employees :	Information denied by the management.

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 22300000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a well established company having fine track. Financial position of the company appears to be 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 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.

INFORMATION DECLINED BY

Name :	Mr. Pankaj Chourasia
Designation :	Company Secretary
Contact No.:	91-9930458515
Date :	19.07.2012

LOCATIONS

Registered Office :	Shrikant Chambers, Phase II, 5^th Floor, Sion – Trombay Road, Next To R.K. Studio, Chembur, Mumbai-400071, Maharashtra, India
Tel. No.:	Not Available
Mobile No.:	91-9930458515 [Mr. Pankaj Chourasia]
Fax No.:	Not Available
E-Mail :	pankaj.cs@pratibhagroup.com
Website :	http://www.pratibhagroup.com
Head / Corporate Office :	14th Floor, Universal Majestic, P. L Lokhande Marg, Off. Ghatkopar Mankhurd Unk Road, Govandi (West), Mumbai-400043, Maharashtra, India
Tel. No.:	91- 22-39559999
Fax No.:	91- 22-39559900
E-Mail :	lnfo@pratibhagroup.com
Factory :	Plot No. 215, Vljaypur, P.O. Kone, Bhiwandi-Wada Road, Tal Wada, District Thane-421303, Maharashtra, India
Site Office :	Magnum Developers, Lalbaug Plant, Chewda Galli, Opposite Lalbaug Raja, Lok Satta Campus, Mumbai, Maharashtra, India

DIRECTORS

As on 31.03.2012

Name :	Mrs. Usha B. Kulkarni
Designation :	Chairperson
Name :	Mr. Ajit B. Kulkarni
Designation :	Managing Director
Name :	Mr. Vinayak B. Kulkarni
Designation :	Whole Time Director
Name :	Mr. Rohit R. Katyal
Designation :	Whole Time Director
Name :	Mr. Awinash M. Arondekar
Designation :	Director
Name :	Mr. Shrikant T. Gadre
Designation :	Director
Name :	Dr. S. L. Dhingra
Designation :	Director
Name :	Mr. V. Sivakumaran
Designation :	Director
Name :	Mr. Vilas B. Parulekar
Designation :	Director

KEY EXECUTIVES

Name :	Mr. Pankaj Chourasia
Designation :	Company Secretary

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 31.03.2012

Category of Shareholder	Total No. of Shares	Total Shareholding as a % of total No. of Shares
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Individuals / Hindu Undivided Family	52,134,829	52.44
Sub Total	52,134,829	52.44
(2) Foreign
Total shareholding of Promoter and Promoter Group (A)	52,134,829	52.44
(B) Public Shareholding
(1) Institutions
Mutual Funds / UTI	5,180,624	5.21
Financial Institutions / Banks	2,000	-
Insurance Companies	84,989	0.09
Foreign Institutional Investors	15,919,955	16.01
Sub Total	21,187,568	21.31
(2) Non-Institutions
Bodies Corporate	8,588,196	8.64
Individuals
Individual shareholders holding nominal share capital up to Rs.0.100 Million	10,502,194	10.56
Individual shareholders holding nominal share capital in excess of Rs.0.100 Million	2,177,628	2.19
Any Others (Specify)	4,834,542	4.86
Clearing Members	277,366	0.28
Trusts	18,110	0.02
Non Resident Indians	734,718	0.74
Foreign Corporate Bodies	3,804,348	3.83
Sub Total	26,102,560	26.25
Total Public shareholding (B)	47,290,128	47.56
Total (A)+(B)	99,424,957	100.00
(C) Shares held by Custodians and against which Depository Receipts have been issued	-	-
(1) Promoter and Promoter Group	-	-
(2) Public	-	-
Sub Total	-	-
Total (A)+(B)+(C)	99,424,957	-

SHAREHOLDING OF SECURITIES (INCLUDING SHARES, WARRANTS, CONVERTIBLE SECURITIES) OF PERSONS BELONGING TO THE CATEGORY “PROMOTER AND PROMOTER GROUP”

Sl. No.	Name of the Shareholder	Details of Shares held
		No. of Shares held	As a % of
1	Usha Bhagwan Kulkarni	13,002,500	13.08
2	Vinayak Bhagwan Kulkarni	7,864,225	7.91
3	Ajit B Kulkarni	11,835,854	11.90
4	Ajit Bhagwan Kulkarni	4,317,750	4.34
5	Vinayak Bhagwan Kulkarni	1,972,825	1.98
6	Ramdas Bhagwan Kulkarni	1,752,500	1.76
7	Sunanda Datta Kulkarni	10,000,000	10.06
8	Ravi Ajit Kulkarni	1,000,000	1.01
9	Rohit Ramnath Katyal	122,250	0.12
10	Vandana Vinayak Kulkami	119,425	0.12
11	Sanjay Vinayak Kulkarni	108,250	0.11
12	Radha Ramdas Kulkarni	2,500	0.00
13	Samidha Ajit Kulkarni	2,500	0.00
14	Ajay Vinayak Kulkarni	30,000	0.03
15	Anand Ajit Kulkarni	4,250	0.00
	Total	52,134,829	52.44

SHAREHOLDING OF SECURITIES (INCLUDING SHARES, WARRANTS, CONVERTIBLE SECURITIES) OF PERSONS BELONGING TO THE CATEGORY “PUBLIC” AND HOLDING MORE THAN 1% OF THE TOTAL NUMBER OF SHARES

Sl. No.	Name of the Shareholder	Details of Shares held
		No. of Shares held	As a % of
1	Warhol Limited	6,097,561	6.13
2	Iron Wood Investment Holdings	5,003,786	5.03
3	Reliance Capital Limited	1,450,000	1.46
4	Van Dyck	3,804,348	3.83
5	Citigroup Global Marketing Mauritus Private Limited	3,677,763	3.70
6	Bajaj Allianz Life Insurance Company Limited	2,859,012	2.88
7	Reliance Capital Trustee Company Limited A/c Reliancerrular Saving Fund - Equity Option	5,000,000	5.03
	Total	27,892,470	28.05

SHAREHOLDING OF SECURITIES (INCLUDING SHARES, WARRANTS, CONVERTIBLE SECURITIES) OF PERSONS (TOGETHER WITH PAC) BELONGING TO THE CATEGORY “PUBLIC” AND HOLDING MORE THAN 5% OF THE TOTAL NUMBER OF SHARES OF THE COMPANY

Sl. No.	Name of the Shareholder	Details of Shares held
		No. of Shares held	As a % of
1	Warhol Limited	6,097,561	6.13
2	Reliance Capital Trustee Co Limited A/c Reliancerrular Saving Fund - Equity Option	5,000,000	5.03
3	Iron Wood Investment Holdings	5,003,786	5.03
	Total	16,101,347	16.19

BUSINESS DETAILS

Line of Business :

Building and Construction Manufacturing of SAW Pipes

PRODUCTION STATUS (AS ON 31.03.2011)

LICENSED CAPACITY AND INSTALLED CAPACITY

Particulars	Unit	Licensed Capacity	Installed Capacity
M S Pipe	M.T.	90.00	17.055
Coating	M2	1800.00	262.587

ACTUAL PRODUCTION

Particulars	Unit	Actual Production
M S Pipe	M.T.	15.658
M S Cut End	M.T.	0.970
HR Coil/Plate	M.T.	1.993
Coating of Pipe	M2	262.587

GENERAL INFORMATION

No. of Employees :

Information denied by the management.

Bankers :

· Bank of Baroda

· Axis Bank Limited

· Bank of India

· ICICI Bank Limited

· Punjab National Bank

· State Bank of India

Facilities :

SECURED BORROWINGS	As on 31.03.2012 [Rs. in Millions]	As on 31.03.2011 [Rs. in Millions]
Term Loan
Foreign Currency Loan From Banks	906.250	128.634
Rupee Loan From Banks	669.517	443.462
From Financial Institution	219.842	129.429
Secured Borrowings	3350.654	1656.387
Total	5146.263	2357.912
NOTE: 1. Foreign Currency Loans are repayable in 4 years to 6 years from the date of loan. Above loans are secured by first charges on specific assets financed by the lender. Further, loans are guaranteed by the personal guarantees of promoters / directors of the company. 2. Rupee Loans from banks are repayable in 3 years to 10 years from the date of loan. Above loans are secured by first charges on specific assets financed by the lender. Further, loans are guaranteed by the personal guarantees of promoters / directors of the company. 3. Rupee Loans from Financial Institutions are repayable in 3 years to 4 years from the date of loan. Above loans are secured by first charges on specific assets financed by the lender. Further, loans are guaranteed by the personal guarantees of promoters / directors of the company.
UNSECURED BORROWINGS	As on 31.03.2012 [Rs. in Millions]	As on 31.03.2011 [Rs. in Millions]
Unsecured Borrowings [Secured by personal guarantee by promoters / directors]	1255.507	1100.000
Total	1255.507	1100.000
NOTE: 1. Foreign Currency loan (Buyers credit) is repayable in 90 days from the date of availment. 2. Rupee loan taken from various banks are secured against i) first charge by hypothecation of current assets (other than those specifically charged to other banks), namely stock of raw materials, work-in-progress and receivables, ii) First charge on the gross block (other than those specifically charged to other banks) iii) Project specific current assets and iv) Personal guarantees of Promoter-Directors of the company.

Banking Relations :	--
Statutory Auditors :
Name :	Jayesh Sanghrajka and Company Chartered Accountants
Internal Auditors :
Name :	Choksi and Choksi Chartered Accountants
Cost Auditors :
Name :	Narasimha Murthy and Company Cost Accountants
Subsidiaries :	· Bhopal Sanchi Highways Private Limited · Muktangan Developers Private Limited · Pratibha Infrastructure Private Limited · Pratibha Developers Private Limited · (Wholly owned subsidiary of Pratibha Infrastructure P. Limited) · Pratibha Heavy Engineering Limited · Pratibha Holding (Singapore) Pte Limited · Pratibha Infra Lanka (Private) Limited · (Wholly owned subsidiary of Pratibha Holding (Singapore) Pte Limited) · Prime Infrapark Private Limited
Associates and Enterprises over which Key Managerial Personnel are able to exercise significant influence :	· Pratibha Pipes and Structural Limited · Elegant Infrastructure and Real Estate Private Limited · Pratibha Industries General Contracting LLC (UAE) · Pratibha Shareholding Private Limited · Saudi Pratibha Industries LLC · Pratibha Struct Build Private Limited · Pratibha Foundation · Capacite Engineering Private Limited · Rohit Management Services · Rahul Associates · Ashutosh Trade Links
Joint Ventures :	· Petron Pratibha JV · Pratibha Unity JV · Pratibha Ostu Stettin JV · Pratibha Rohit JV · Patel Pratibha JV · Pratibha JV · KBL PIL Consortium · Pratibha China State JV · Unity Pratibha Multimedia JV · Niraj Pratibha JV · Unity Pratibha Consortium · ITD Pratibha Consortium · Pratibha GIN KJI Consortium · Pratibha SMS JV

CAPITAL STRUCTURE

As on 31.03.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
125000000	Equity Shares	Rs.2/- each	Rs.250.000 Millions
1631000	Compulsorily Convertible Participatory Preferences Shares	Rs.92/- each	Rs.150.052 Millions
	Total		Rs.400.052 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
99424957	Equity Shares	Rs.2/- each	Rs.198.850 Millions
1630435	Compulsorily Convertible Participatory Preferences Shares	Rs.92/- each	Rs.150.000 Millions
	Total		Rs.348.850 Millions

RECONCILIATION OF SHARES OUTSTANDING AT THE BEGINNING AND AT THE END OF THE REPORTING PERIOD EQUITY SHARES

Particular	31^st March 2012		31^st March 2011
	No. of Shares	Amount in Millions	No. of Shares	Amount in Millions
Number of Shares at the beginning	99424957	198.850	83425000	166.850
Add:- Number of Shares Issued	0.000	0.000	15999957	32.000
Number of Shares at the end	99424957	198.850	99424957	198.850

COMPULSORILY CONVERTIBLE PARTICIPATORY PREFERENCE SHARES

Particular	31^st March 2012		31^st March 2011
	No. of Shares	Amount in Millions	No. of Shares	Amount in Millions
Number of Shares at the beginning	1630435	150.000	0.000	0.000
Add:- Number of Shares Issued	0.000	0.000	1630435	150.000
Number of Shares at the end	1630435	150.000	1630435	150.000

The company has two classes of shares, namely Equity Shares and Compulsorily Convertible Participatory Preference Shares.

TERMS/RIGHTS ATTACHED TO EQUITY SHARES

Equity shares are having a par value of Rs. 2 per share. Each holder of equity shares is entitled to one vote per share. The company declares and pays dividend in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting.

The Board of Directors in their meeting held on 25th May 2012, proposed final dividend of Rs. 0.60 per share. The proposal is subject to approval of shareholders at Annual General Meeting to be held on 12th July 2012. The total appropriation for the year ended March 31, 2012 amounted to Rs. 70.487 millions including corporate dividend tax of Rs. 9.839 Millions.

In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts.

The distribution will be in proportion to the number of equity shares held by the shareholders.

TERMS / RIGHTS ATTACHED TO COMPULSORILY CONVERTIBLE PARTICIPATORY PREFERENCE SHARES (CCPPS)

CCPPS are having a par value of Rs.2 per share.

The CCPPS may be converted, exercised or exchanged at the sole discretion of the Investor on any day within 18

(Eighteen) months from the date of allotment of such shares, or in any event, compulsorily convert at the end of 18 (Eighteen) months from such date of allotment i.e. on 25.05.2012 in the ratio of 1:1.

Preference subscription shares outstanding from time to time shall collectively be entitled to the following dividends:

(A) 0.01% per annum of the face value of each Preference Subscription Share and

(B) On participating basis, for all dividends declared on Equity Shares of the Company, and for this purpose, each existing Preference Subscription Share shall be deemed to have been converted, excercised or exchanged into Equity Shares on the Execution Date at the same time as the dividend on Equity Shares is paid.

DETAILS OF SHAREHOLDERS HOLDING MORE THAN 5% SHARES IN THE COMPANY

Particular	31^st March 2012		31^st March 2011
	No. of Shares	%	No. of Shares	%
Equity shares of Rs.2/- each fully paid
Usha Bhagwan Kulkarni	13002500	13.08 %	13002500	13.08 %
Vinayak Bhagwan Kulkarni	7864225	7.91 %	7864225	7.91 %
Ajit B. Kulkarni	11835854	11.90 %	11835854	11.90 %
Sunanda Datta Kulkarni	10000000	10.06 %	10000000	10.06 %
Warhol Limited	6097561	6.13 %	6097561	6.13 %
Iron wood Investment Holdings	5003786	5.03 %	5003786	5.03 %
Reliance Capital Trustee Company Limited A/c Reliance Rural Saving Fund Equity Option	5000000	5.03 %	5000000	5.03 %
CCPPS of Rs.92/- each fully paid
Van Dyck	1630435	100 %	1630435	100 %

As per the records of the company, including its register of shareholders/members and other declaration received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownership of shares.

The company has neither issued any bonus shares nor any shares pursuant to contract without payment being received in cash during preceding five years. It has also not bought back any shares during these years.

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		348.850	348.850	166.850
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		5247.778	4485.865	2586.918
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		5596.628	4834.715	2753.768
LOAN FUNDS
1] Secured Loans		5146.263	2357.912	2930.037
2] Unsecured Loans		1255.507	1100.000	1300.000
TOTAL BORROWING		6401.770	3457.912	4230.037
DEFERRED TAX LIABILITIES		240.668	183.959	131.105
TOTAL		12239.066	8476.586	7114.910
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		4698.244	2983.877	2688.571
Capital work-in-progress		1165.920	147.981	113.657
Intangible assets under development		52.315	0.000	0.000
INVESTMENT		53.103	104.137	136.223
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	4575.758	3438.949	2938.638
	Sundry Debtors	2718.279	1792.851	1858.704
	Cash & Bank Balances	1466.892	1024.917	617.044
	Other Current Assets	764.567	409.563	0.000
	Loans & Advances	5436.653	3967.492	2546.122
Total Current Assets		14962.149	10633.772	7960.508
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	3953.490	2123.821	1917.577
	Other Current Liabilities	3995.175	2776.078	434.189
	Provisions	744.000	493.282	1432.283
Total Current Liabilities		8692.665	5393.181	3784.049
Net Current Assets		6269.484	5240.591	4176.459
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		12239.066	8476.586	7114.910

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2012	31.03.2011	31.03.2010
	SALES
		Revenue From Operations	15034.353	11726.633	9298.305
		Other Income	52.700	12.442	50.754
		TOTAL (A)	15087.053	11739.075	9349.059
Less	EXPENSES
		Cost of Material consumed	6232.582	5382.646
		Manufacturing, Construction and Operating Expenses	5283.503	3717.814	7982.894
		Employee Benefit expenses	904.096	616.303
		Other expenses	1652.753	997.158
		Change In Inventories	(1125.263)	(688.479)
		TOTAL (B)	12947.671	10025.442	7982.894
Less	PROFIT / (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		2139.382	1713.633	1366.165
Less	FINANCIAL EXPENSES (D)		839.435	612.095	493.102
	PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		1299.947	1101.538	873.063
Less/ Add	DEPRECIATION/ AMORTISATION (F)		188.453	143.388	108.592
	PROFIT / (LOSS) BEFORE TAX (E-F) (G)		1111.494	958.150	764.471
Less	TAX (H)		279.094	243.818	199.344
	PROFIT / (LOSS) AFTER TAX (G-H) (I)		832.400	714.332	565.127
Less	APPROPRIATIONS
		Transfer to General Reserve	NA	72.000	57.000
		Interim Dividend	NA	20.200	0.000
		Tax on Dividend	NA	10.100	8.507
		Proposed Dividend on Equity Shares	NA	40.400	50.055
	BALANCE CARRIED TO THE B/S		NA	571.600	449.565
	EARNINGS IN FOREIGN CURRENCY
		Export Earnings	2099.602	214.492	11.015
	IMPORTS
		Raw Materials	0.000	0.000	5.553
		Consumables Stores	28.600	37.501	2.938
		Capital Goods	0.000	1.792	85.324
	TOTAL IMPORTS		28.600	39.293	93.815
	Earnings / (Loss) Per Share (Rs.)
	Basic		8.36	7.89	6.77
	Diluted		8.24	7.86	6.77

KEY RATIOS

PARTICULARS		31.03.2012	31.03.2011	31.03.2010
PAT / Total Income	(%)	5.52	6.09	6.04
Net Profit Margin (PBT/Sales)	(%)	7.39	8.17	8.22
Return on Total Assets (PBT/Total Assets}	(%)	5.65	7.04	7.18
Return on Investment (ROI) (PBT/Networth)		0.20	0.20	0.28
Debt Equity Ratio (Total Liability/Networth)		2.70	1.83	2.91
Current Ratio (Current Asset/Current Liability)		1.72	1.97	2.10

LOCAL AGENCY FURTHER INFORMATION

DETAILS OF SUNDRY CREDITORS:

Particulars	31.03.2012 (Rs. in millions)	31.03.2011 (Rs. in millions)	31.03.2010 (Rs. in millions)
Micro small and medium enterprises	0.000	0.000	0.000
Others* [*The above amount includes creditors under Letter of Credit and Bill of Exchange amounting to Rs.1486.276 Millions (P.Y. Rs.1103.064 Millions)]	3953.490	2123.821	859.107
Creditors under letter of credit	0.000	0.000	520.915
Creditors under purchase bill discounting	0.000	0.000	537.555
Total	3953.490	2123.821	1917.577

Check List by Info Agents	Available in Report (Yes / No)
1) Year of Establishment	Yes
2) Locality of the firm	Yes
3) Constitutions of the firm	Yes
4) Premises details	No
5) Type of Business	Yes
6) Line of Business	Yes
7) Promoter’s background	Yes
8) No. of employees	No
9) Name of person contacted	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	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	No

PERFORMANCE REVIEW:

The Company has achieved a record growth in turnover as well as in net profit. Despite of many challenges faced in last financial year, such as increasing commodity prices, the economy's inflationary conditions including soaring interest rates and the tight monetary policy, the performance of the company has achieved commendable heights.

For the period, the Company has registered more than 30% increase in total income generated, growing from Rs. 12734.200 Millions in FY 2010- 11 to a record Rs. 16760.100 Millions in FY 2011-12. The EBITDA have also, during the period, witnessed a healthy growth of about 30%and increased from Rs. 1773.600 Millions in FY 2010-11 to Rs. 2294.600 Millions in FY2011-12.

The net profits have also registered impressive growth at Rs.811.000 Millions as compared to Rs. 714.300 Millions, despite higher borrowing cost and commodity prices.

The robust financial numbers have flawlessly exhibited the company's skill to execute multifaceted, intricate and complex engineering projects which will catapult the Company in distinct league of elite infrastructure development Companies. During the year, the company has continued its spree of achieving and exhibiting robust and excellent performance. The undergone financial year again was one of the best financial years for the company and the company has achieved highest ever top line as well as bottom lines.

As briefed, the order book position of the company has also seen a phenomenal growth. The order book has surged to a record level and crossed the land mark of Rs. 60000.000 Millions for the first time in the history. The balance order book position, at the end of the period, stood at Rs. 56670.000 Millions. The company is very confident and buoyant on getting few more big size orders, which will have substantial positive impact on the working, profitability and standing of the company in the industry. The execution period of these orders ranges from one year to four years. The decision of the company to diversify into different sub-segments has yielded positive results and the company is getting awarded regularly various projects in the building construction division. The continued growth and swelling order book crystallize company's strength and understanding of the market and its core area of operations.

The conscious decision of the management to diversify and expand the operations of the Company is yielding results and accordingly, the dependability of the company on water segment as percentage to total order book and sales revenue is proportionately decreasing, though the water segment continue to play an important and crucial role in the performance of the company and contributes substantially towards the turnover and profitability of the Company. The Company is deliberately exploring different fields to spread its wing in other segment of infrastructure development to enhance its presence and growth.

The management is concerned for continuous increasing in rate of interest and commodity prices.

MANAGEMENT DISCUSSION AND ANALYSIS

As India moves towards a stronger economic status, the bedrock of this phenomenon is the growth led by the infrastructure and construction sector. The 12th five year Plan will focus, as in the earlier plan will focus on accelerating the quality and pace of investment, especially by encouraging PPPs. Since construction accounts for more than 50% of the growth factor, it is imperative that maximum investment is attracted to this sector. Power projects, ports, roads, railways and bridges are instrumental in denoting the progress India makes and Pratibha Industries fully intends to participate in this rapidly growing sector.

The cornerstone of India's progress is also the key ingredient in every financial budget, with this year projecting investments of Rs. 50 lakh crores in the 12^th Five Year Plan. About one-fourth of this investment will be made through PPP (Public Private Partnerships) and raising tax-free bonds worth Rs. 600000.000 Millions. While the investment in infrastructure will see a near-doubling at USD 1025 billion in the 12th Plan, successful implementation and achievement of targets remains dependent on four main factors: the creation of projects, the uptake of projects by private sector developers, start of construction and completion on time and within budget. It

is a fact that India's success rate in this matter has not been 100% and unless the nation aims higher and makes bolder changes in its modus operandi, cuts out bureaucracy and manages growth sensibly and efficaciously, India will be held back from taking its seat as a true world class industry giant.

Improving macro-fundamentals, better fiscal incentives and an increased ability to pay user charges are all boosting India's potential in the infrastructural development arena. However, the ratio between private and public investment and involvement needs to show marked improvement to address the growing needs of a burgeoning economy. Even though world economies are in turmoil in this financial year, India will not join the ranks of recessed countries thanks to a younger working force that contributes more and consumes more. If government policy and reform support the pace of progress in India, there is no reason why they cannot achieve the industrial and financial targets for the financial year 2012-2013. By proactive selection of ripe sectors, striking the right alliances and most importantly with useful and timely governmental support, India Inc. can seize the opportunity of realizing their full potential for growth.

In order to achieve maximum potential, the topmost priority has to be given enhancing the capacity and capability of the construction sector. They envision abundant opportunities in the immediate future and to this end they have partnered with leading global infrastructure companies in an effort to learn and adopt their best practices and integrate their international standard of work systems into their modus operandi. Since infrastructure is a high investment field, they expect and are confident of large injections of capital in the years ahead. Part of the investment will be generated from timely liaisons with strategic financial institutions and investors. The creation of viable public private partnerships will facilitate the growing demand of this sector. Some of the iconic structures they have built stand testimony to their involvement in India's infrastructure growth. Not only are they growing by leaps and bounds in various sectors related to growth but they are also taking their most precious resource ahead with us- their people, whose commitment, talent and energy are the foundations upon which they base their success.

AN ANALYSIS OF THE INFRASTRUCTURE SECTORS PERTINENT TO THE COMPANY IS DETAILED BELOW:

WATER SUPPLY

Almost three quarters of India's sizeable population lives in water-stressed regions, where the situation ranges from no water at all to intermittent, unclean supply. Potable water is a modern myth for many and retards growth in more ways than one. Overexploitation and pollution are the biggest obstacles in the delivery of clean water to many and the government fears that water wars could soon be a reality. However during the 2000s, there has been some improvement in the scenario, thanks to government and private sector initiatives and better management of resources. Even though it has been in the works since 2009, the National River Link Project in India (NRLP) has yet to move its wheels and prioritization of this is the need of the hour. This will greatly reduce regional disparities in water availability. An opportunity to create more water bearing structures will also greatly magnify once this project gains momentum and widespread public support. One of the most salient factors in the quicker and cleaner facilitation of water resources to all the remotest parts of India is the laying of water pipelines. They see a tremendous opportunity in being involved in such a foundational rung of India's development. Since Water Supply is the first step towards futuristic industrial development and the nurturing of surrounding communities, it stands to reason that internationally this sector is seeing incredible innovation and fiscal incentives. They have attempted to broad base their participation in this sector which remains the bedrock of the Company.

SEWERAGE SYSTEMS

India's water bodies particularly rivers passing through urban areas or industrial areas are subjected to severe pollution levels. Off late, the Government has taken a number of initiatives to clean up these water bodies. The attempts to clean up the Mithi River in Mumbai, the Yamuna Action Plan and the Ganga Action Plan are some of the policy initiatives taken by the Government. The Yamuna Action Plan envisages the construction of a network of interceptor sewer systems that divert and direct the raw sewage flows and overflows to treatment plants thereby substantially reducing the pollution levels in the river. The Company takes pride in participating in such an initiative of national importance. The Interceptor Sewer Project being executed by the Company for Engineers India Limited and the Delhi Jal Board involves the laying of 33 kms of sewage network using trenchless technology and construction of sewage pumping stations to clean up the Yamuna.

ROADS

The transportation network of any country viz. its roads, railways, water ways and airways help establish the most significant leaps in progress and development for a country to be truly labelled as a developed one. India, a land where most of the lifelines of the country criss-cross through its over 5 million kilometres of roads, needs to expand, innovate, improve and maintain this all-important sector, to provide an impetus to growth and the economy. Projects like the National Highways Development Project, Yamuna Expressway and KMP Expressway are all part of the governmental effort to add about 600 kilometres of highway per month on average, till 2014.

With an expected spend of USD100 billion between 2012 and 2017 and the government's ambitious aim to add an 18,637 kilometre network of brand new expressways by 2022, it is quite evident where the opportunities lie. In the latest budget, the government has doubled the infrastructure tax free bond amount to Rs. 600000.000 Millions for a highway target of 8800 kilometres. By fast-tracking the clearance of the roads and highways projects, there is great hope that the target of 7999 kilometres is completed on time and within budget, this year. In a move to boost the PPP concept, MORTH has decided to award 15 major projects totalling 1547 kilometres of roads and an additional 11 road projects totalling 1731 kilometres this financial year. Amaintenance and repair fund of over USD200 million was awarded to MORTH.

Independent reports show that India has one of the three largest road networks in the world and yet its roads hamper the pace of progress and growth, effectively lowering its GDP by 1% to 2%. There is indeed great opportunity and scope for lessening the onerous red tape and optimally employing time and resources so that India's roads can rival the best in the world. Despite the huge opportunity that is presented by this sector, the company has been selective in pursuit of projects due to the intense competition prevailing. The company will continue to look at projects in the road sector over the medium term.

TUNNELING

Tunnelling is widely used in infrastructure projects be it in Metros, Water Conveyance, Hydro Power or Roads / Railways. The use of tunnel boring machines (TBM) has accelerated the pace of progress and assisted the completion of projects on time. The removal of customs duty on TBMs in this year's Union Budget will increase mechanized tunnelling. A spate of opportunities abound for underground construction such as hydropower, irrigation, and metros. Pratibha Industries has built up significant domain expertise in Tunnelling by virtue of having day-lighted more than 11 km of tunnels in and around Mumbai. The company has consolidated its presence in this segment by bagging a major Project from the Delhi Metro Rail Corporation using 2 state of the art

TBMs.

MUNICIPALSOLID WASTE MANAGEMENT

Solid waste management (SWM) is a basic public necessity and this service is provided by respective urban local bodies (ULBs) in India. SWM starts with the collection of solid wastes and ends with their disposal and/or beneficial use. Proper SWM requires separate collection of different wastes, called source separated waste collection. Source separated collection is common in high income regions of the world like Europe, North America and Japan where the infrastructure to transport separate waste streams exists. Most centralized municipal systems in low income countries like India collect solid wastes in a mixed form because source separate collection systems are non-existent. Source separated collection of waste is limited by infrastructure, personnel and public awareness. A significant amount of paper is collected in a source separated form, but informally. Indian cities are still struggling to achieve the collection and environmentally friendly treatment of all MSW generated. Metros and other big cities in India collect between 70- 90% of MSW. Smaller cities and towns collect less than 50%. The benchmark for collection is 100%, which is one of the most important targets for ULBs at present. This is a reason why source separated collection is not yet in the radar. Most of the waste generated in their country finds its way untreated into open lands, ponds and rivers, thereby emitting dangerous gases like methane, carbon dioxide and increasing the pollution levels and contributing to the Greenhouse effect. Waste management is a growing field in India and there is a pressing need to minimise the generation of wastes, for reusing and recycling them. This sector requires optimal and best business practices as well as innovative scientific approaches that improve collection, transportation, segregation and technologies for treatment and processing. However India is still in the nascent stages of waste management and creating by-products from that waste. There are more than 50,000 tonnes per day of waste generated in the Class I cities of India and over 30,000 per day tonnes from the other metros. Some new urban sectors still don't have adequate collection or transportation and disposal. Waste management is an area with great potential for expansion of business, ideas for innovative development and scope for improvement in the environmental quality.

BUILDINGS

The most sensitive and crucial aspect of infrastructure in urban India is its housing or the lack of it. The numbers speak for themselves. By 2025, 50% of India's young population will live in the cities and almost half of them in slums. This is a sobering statistic which requires that this sector be given significance and its shortcomings be fully recognised and addressed as this is the sector that can either make or break India's international development.

Real estate, its availability and price is an important component leading to the development of urban infrastructure and has a very high investment value, especially in key cities like Delhi, Mumbai and Bangalore. 100 % FDI is now allowed with the government's permission for the development of townships and settlements. The government further allows External Commercial Borrowings (ECB) for low cost affordable housing projects and Credit Guarantee Trust Funds to ensure smooth processing of institutional credit for housing loans.

Traditionally this sector has seen investments through Government entities that cater mainly to the low and middle income groups as well as socially relevant sectors such as healthcare. The private sector that mainly caters to the middle and high income groups as well as commercial, retail and hospitality sectors. However investments from both these entities are lagging behind the potential demand leading to very high property prices particularly in Tier I Metros. The Company feels that affordable housing will have significant demand in the years to come and has in a short span of time developed full-fledged capabilities by executing a plethora of landmark Projects servicing both Government and Private sector clients.

CONTINGENT LIABILITIES:

Particulars	31.03.2012 (Rs. in millions)	31.03.2011 (Rs. in millions)
Unutilized Letters of Credit with Bankers
- Domestic	2069.639	725.621
- Foreign	0.032	101.991
Bank Guarantee	10135.986	8825.524
Corporate Guarantee	6388.400	3230.900
Estimated amounts of contract remaining to be executed on Capital Account and not provided for	105.324	65.511
Cases in the court, which in the opinion of the management, require no provision of liability than what is recorded in accounts.	59.729	52.229
Income Tax liability (excluding Penalties) that may arise. The Commissioner of Income Tax (Appeal) has allowed the claim of Section 80IA and has passed all the appeal orders in favour of the Company. The Department has filled appeal with ITAT against the orders.	827.249	357.583
Central Excise Liability (excluding Penalties) that may arise. The matter is with CESTAT. Based on the decisions of the Appellate authorities and the interpretations of other relevant provisions, the Company has been legally advised that the demand is likely to be either deleted or substantially reduced and accordingly no provision has been made.	13.874	13.525
Service Tax liability (excluding Penalties) that may arise. The matter is with CESTAT. Based on the decisions of the Appellate authorities and the interpretations of other relevant provisions, the Company has been legally advised that the demand is likely to be either deleted or substantially reduced and accordingly no provision has been made.	9.966	9.966
Assignment of Retention Receivables to Indus-Ind Bank– during the year company has assigned its retention receivables to Indus-Ind bank with recourse to the extent of amount.	450.000	0.000
Total	20060.199	13382.850

NOTE:

1. The Management is of the opinion that claims for performance guarantee will not arise related to the projects executed previously.

2. During the F.Y. 2010-11, income tax authorities conducted search and seizure u/s. 132 of the Income Tax Act. The matter is pending for final assessment.

FIXED ASSETS

• Office Premises
• Plant and Machinery
• Furniture and Fixture
• Electrical Installation
• Office Equipment
• Vehicles
• Computer Software
• Factory Building
• Land

PRESS RELEASE:

MAY 23, 2011

Pratibha Industries and China Rail First Group JV bags Rs. 4670.000 million order from DMRC

Pratibha CRFG JV, a joint venture between Pratibha Industries Limited. as the lead partner and China Rail First Group, has bagged an order of Rs. 4670.000 million from Delhi Metro Rail Corporation for two segments of the underground metro being built by DMRC. The project is scheduled for completion by May 2014.

The scope of work for this project includes designing, engineering, and construction of two sections of underground twin tunnels for the Metro Phase 3 project of Delhi Metro Rail Corporation’s (DMRC) MRTS project. One section is from Janpath to Mandi House and the Second section is from Janpath to Central Secretariat, including the construction of one station at Janpath and extension of a station at Mandi House. The field construction is expected to commence in the first week of July 2011 and the project is scheduled to be completed in 36 months.

To execute the excavation of the tunnels, two high-end, state-of-the-art Tunnel Boring Machines (TBM”S) will be deployed. The bottom level of the tunnel and station will be at a depth of approximately 25 meters from the original ground level. This project will entail shaft excavation at three locations for lowering and extracting the TBMs. To facilitate this, a diaphragm wall of approximately 1.5 meter width will be constructed. The TMB will be capable of cutting through the tunnel section to be excavated, providing temporary supports to the tunnel to stabilize the soil movements, and will also be capable of fixing RCC segments in order to complete the tunnel lining along the excavation route. In addition the scope includes the construction of two modern underground station buildings by a top-down construction technology.

Commenting on the order, Mr. V.D. Sharma, Executive Director responsible for Execution and Co-ordination of Urban Infrastructure Projects of Pratibha Industries says, “We are extremely happy that we have been awarded this prestigious order by DMRC and will be supporting its efforts of providing most modern means of public transportation to the citizens of Delhi. With our high focus on quality, backed with our strong local on-ground experience combined with the technology support from China Rail First Group, we will be delivering one of the most modern sections of the Metro to the city of Delhi.

Pratibha Industries Limited is the listed flagship company of the group in India. The Company is a leading player in the area of urban infrastructure, including water, waste water as well as construction and saw pipe manufacturing. The Group has 3 manufacturing plants and employs about 2200 people directly.

JULY 18, 2011

Pratibha Industries led Consortium bags Rs.12490.000 Millions orders for Delhi Jal Board Projects

Pratibha Industries Limited, the flagship company of the Pratibha Group today announced bagging of two orders worth Rs.12490.000 Millions along with its JV partner Mosinzhstroi Open Joint Stock Company for the Delhi Jal Board Projects. The order has been awarded through Engineers India Limited and is scheduled to be completed within a period of 36 months. The Consortium has been awarded two of the six packages worth Rs.6927.900 Millions (Package 2) and Rs.5566.600 Millions (Package 3) respectively. This is the largest combined order received by Pratibha Industries so far.

The orders are for the design and construction of interceptor sewers in Delhi for the abatement of pollution in Yamuna River. The orders for the two packages include the designing, construction and lying of Interceptor Sewers along three major drains – Najafgarh, Supplementary and Shahadra. The project, scheduled to be completed in 3 years, also includes an operation and maintenance component spanning over 11 years.

The project work entails micro tunneling, civil and structure work, electrical and instrumentation, as well as mechanical works. The scope includes the complete design and installation of the Interceptor Sewers using Trenchless Technology, design and construction of interceptor chambers as well as the sewerage pumping stations.

This initiative is one of the largest and first-of-it-kind to be undertaken in India.

Commenting on the order, Mr. Ajit B. Kulkarni, Managing Director of Pratibha Industries Limited said, “We are extremely happy that we have been awarded this prestigious order by Engineers India Limited. for the Delhi Jal Board project to design and construct the Interceptor Sewers which will help in the reduction of pollution in Yamuna River.”

Mr. Kulkarni further added, “The Yamuna River, which passes through Delhi in India, has been immensely polluted in the past few decades. Currently, the untreated sewage is being discharged into the river leading to it getting polluted. This project will help to divert the untreated waste by channeling the same through the interceptor chambers and transporting it to the Sewerage Treatment Plant. We are glad to be a part Delhi Jal Boards’ larger initiative of creating a safer, cleaner and greener environment”.

ABOUT PRATIBHA INDUSTRIES LIMITED

Pratibha Group was founded in 1982. Pratibha Industries Limited, being the listed flagship company of the Group, is now a leading player in the areas of urban infrastructure which includes water supply and distribution projects, waste and sewerage management, including environmental engineering. It is also a leading player in the construction arena having expertise in speciality building high rise structures covering residential and commercial complexes, airports, railway stations and car parks. With its domain expertise in design, engineering and strict adherence to Quality Control and Assurance, the Group has expanded operation to the Middle East. The group has 3 manufacturing plants located at Wada, Maharashtra. Pratibha Industries has revenues of about 1300 crores and has over 2600 employees.

CMT REPORT (Corruption, Money Laundering & Terrorism]

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

1] INFORMATION ON DESIGNATED PARTY

No records exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

2] Court Declaration :

No records exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

3] Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

4] Record on Financial Crime :

Charges or conviction registered against subject: None

5] Records on Violation of Anti-Corruption Laws :

Charges or investigation registered against subject: None

6] Records on Int’l Anti-Money Laundering Laws/Standards :

Charges or investigation registered against subject: None

7] Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

8] Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

9] Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

10] Press Report :

No press reports / filings exists on the subject.

CORPORATE GOVERNANCE

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

CONTRAVENTION

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

FOREIGN EXCHANGE RATES

Currency	Unit	Indian Rupees
US Dollar	1	Rs.55.38
UK Pound	1	Rs.86.75
Euro	1	Rs.68.06

INFORMATION DETAILS

Information Gathered by :	SVA
Report Prepared by :	TPT

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	7
--PROFITABILIRY	1~10	6
--LIQUIDITY	1~10	6
--LEVERAGE	1~10	7
--RESERVES	1~10	7
--CREDIT LINES	1~10	6
--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	YES
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		58

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.