MIRA INFORM REPORT

Report Date :

24.07.2012

IDENTIFICATION DETAILS

Name :	TD POWER SYSTEMS LIMITED
Registered Office :	Plot No. 27, 28 and 29, KIADB Industrial Area, Dabaspet, Nelamangala Taluk, Bangalore – 562 111, Karnataka
Country :	India
Financials (as on) :	31.03.2012
Date of Incorporation :	16.04.1999
Com. Reg. No.:	08-25071
Capital Investment/ Paid-up Capital:	Rs.332.376 Millions
CIN No.: [Company Identification No.]	L31103KA1999PTC025071
Legal Form :	A Public Limited Liability company. The company’s Share are Listed on the Stock Exchange.
Line of Business :	Manufacturer of A.C. Generators.
No. of Employees:	748 (Approximately) (including Subsidiary company)

RATING & COMMENTS

MIRA’s Rating :

A (57)

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 17000000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is well established 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 – June 30, 2012

Country Name	Previous Rating (31.03.2012)	Current Rating (30.06.2012)
India	A1	A1

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

EXTERNAL AGENCY RATING

Agency Name	Rating
CRISIL	A

Rating Explanations

AAA (Highest Safety)	Instruments with this rating are considered to have the highest degree of safety regarding timely servicing of financial obligations. Such instruments carry lowest credit risk.
AA (High Safety)	Instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk.
A (Adequate Safety)	Instruments with this rating are considered to have adequate degree of safety regarding timely servicing of financial obligations. Such instruments carry low credit risk.
BBB (Moderate Safety)	Instruments with this rating are considered to have moderate degree of safety regarding timely servicing of financial obligations. Such instruments carry moderate credit risk.
BB (Moderate Risk)	Instruments with this rating are considered to have moderate risk of default regarding timely servicing of financial obligations.
B (High Risk)	Instruments with this rating are considered to have high risk of default regarding timely servicing of financial obligations.
C (Very High Risk)	Instruments with this rating are considered to have very high risk of default regarding timely servicing of financial obligations.
D (Default)	Instruments with this rating are in default or are expected to be in default soon.

RBI DEFAILTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available RBI Defaulters’ list.

EPF (Employee Provident Fund) DEFAILTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of 31-03-2012.

LOCATIONS

Registered Office / Head Office and Plant :	Plot No. 27, 28 and 29, KIADB Industrial Area, Dabaspet, Nelamangala Taluk, Bangalore – 562 111, Karnataka, India
Tel. No.:	91-80-22995700 / 66337700 / 27734432
Fax No.:	91-80-22995718
E-Mail :	tdps@tdps.co.in
Website :	www.tdps.coin
Japan Branch Office :	Shinagawa – Tohwa Building, 4^th Floor, 3-3, Kitashinagawa – 3 Chome, Shinagawa – ku, Tokyo – 1400001, Japan
Tel. No.:	81-3-5783-5380
Fax No.:	81-3-5783-5381
City Office :	Mandoth RMJ Towers, No. 37, 1^st Floor, 7^th Cross, Vasanth Nagar, Bangalore – 560052, Karnataka, India
Tel. No.:	91-80-22017800
Fax No.:	91-80-22017850
Contacts Details:
Marketing	Vinat Hegde Head Phone : +91-080-22995787 Cell : +91-9845294945 E-Mail : vinay@TDPS.co.in
A. C. Generators After Sales Service	H.R. Ravishankar - Head Phone : +91-080-22995829 Cell : +91-9980065091 E-Mail : servicing_acg@TDPS.co.in
Sourcing	R.Vasudeva Murthy - Head Phone : +91-080-22995787 Cell : +91-9980065100 E-Mail : sourcing_acg@TDPS.co.in
Human Resource	Mr. PG Manjunath - Head Phone No: 91 080 - 22995730 Cell No: 91 9741488244 E-Mail : manjunatha_pg@tdps.co.in E-Mail: hrd@TDPS.co.in
Power Plants Execution Commissioning/Customer Support	V.Srinivas Murthy - Head Phone : 91-080-22017841 Cell : 91-9845294943 E-Mail : servicing_stg@TDPS.co.in
Purchase and logistics	Udaya Kumar - Head Phone :91-080-22017800 Cell : 91-9980065094 E-Mail : sourcing_stg@TDPS.co.in

DIRECTORS

Name :	Mr. Mohib N Khericha
Designation :	Non-Executive Chairman
Address :	711 – Mahakant, Opp. Hospital Ashram Road, Ahmedabad – 380006, Gujarat, India
Date of Birth/Age :	04.08.1952
Date of Appointment :	22.02.2000
Name :	Mr. Hithoshi Matsuo
Designation :	Managing Director
Address :	5-1-20-306, Miniamidai, Sagamihara City, Kanagawa – Ken, Japan
Date of Birth/Age :	04.02.2004
Date of Appointment :	31.01.2001
Name :	Mr. Nikhil Kumar
Designation :	Joint Managing Director
Address :	21, 17^th Cross Malleswaram, Bangalore – 560055, Karnataka, India
Date of Birth/Age :	17.08.1967
Date of Appointment :	24.04.1999
Name :	Mr. Tadao Kuwa Shima
Designation :	Director
Address :	G 12/1, Platinum City CMT1 HMT Main Road, Yeswanthpur Peenya Bangalore – 560058, Karnataka, India
Date of Birth/Age :	21.05.1947
Date of Appointment :	28.08.2006
Name :	Mr. Salil Baldev Taneja
Designation :	Director
Name :	Mrs. Nandita Lakshmanan
Designation :	Director
Name :	Dr. Arjun Kalyanpur
Designation :	Director
Name :	Mr. Nitin Bagamane
Designation :	Director

KEY EXECUTIVES

Name :	Mr. N. Srivatsa
Designation :	Secretary
Name :	K.G.Prabhakar
Designation :	Chief Financial Officer

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 30.06.2012

Category of Shareholder	No. of Shares	Percentage of Holding
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Individuals / Hindu Undivided Family	6,,985,524	21.02
Bodies Corporate	6,026,433	18.13
Any Other (Specify)	4,553,175	13.70
Nay Other	4,553,175	13.70
Sub Total	17,565,132	52.85
(2) Foreign
Individuals (Non- Residents Individuals / Foreign Individuals)	4,235,254	12.74
Sub Total	4,235,254	12.74
Total shareholding of Promoter and Promoter Group (A)	21,800,386	65.59
(B) Public Shareholding
(1) Institutions
Mutual Funds / UTI	14769811	4.44
Financial Institutions / Banks	11335	0.03
Foreign Institutional Investors	532.029	16.02
Sub Total	6811345	20.49
(2) Non-Institutions
Bodies Corporate	1537976	4.63
Individuals
Individual shareholders holding nominal share capital up to Rs. 0.100 Million	210573	0.63
Individual shareholders holding nominal share capital in excess of Rs. 0.100 Million	1287559	3.87
Any Others (Specify)	1589749	4.78
Clearing Member	39535	0.12
Non Resident Indians	2289	0.01
Foreign Corporate Bodies	876,270	2.64
Foreign Nationals	671655	2.02
Sub Total	4625857	13.92
Total Public shareholding (B)	11,437,202	34.41
Total (A)+(B)	33,237,588	100.000
(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)	33,237,588	100.00

BUSINESS DETAILS

Line of Business :

Manufacturer of A.C. Generators.

PRODUCTION STATUS (As on 31.03.2011)

Particulars	Unit	Installed Capacity	Actual Production
Generators	Nos	360	341
Motors	Nos	60	1

GENERAL INFORMATION

No. of Employees :

748 (Approximately) (including Subsidiary company)

Bankers :

Bank of Baroda, Corporate Financial Services Branch, No.72, 1st Floor Nitesh Lexington Avenue Brigade Road Bangalore – 560025, Karnataka, India

Facilities :

Rs. In Millions

SECURED LOAN	31.03.2011	31.03.2010
Term Loans - from Banks	3.825	321.889
Less: Current maturities of Long Term loans	3.629	82.896
Net Total long term borrowings	0.196	238.993
Loans repayable on demand
Details of security for secured loans
Term Loans from Bank of Baroda Balance of Term Loan from M/s Bank of Baroda as on 31st March, secured by the First charge on Land, Building, Specific Plant & Machinery, Furniture and Office Equipment, First Charge on all Current Assets of the company and Personal Guarantee of two Directors - Mr. Nikhil Kumar & Mr. Hitoshi Matsuo (since waived)	0.000	314.254
Vehicle Loans from ICICI Bank	3.825	7.634
Secured by specific charge on Motor Vehicles Terms of repayment of term loans and others Vehicle loans repayable in 35 Equated Monthly Installments with an interest rate of 7.75% (fixed)
from banks	296.297	283.784
from others	46.336	0.000
Total	342.829	522.777

UNSECURED LOAN	31.03.2011	31.03.2010
Loan repayable on demand	0.000	250.000
Total	0.000	250.000

Banking Relations :	--
Auditors :
Name :	B.K. Ramadhyani and Company Chartered Accountants
Address :	4 – B, Chitrapura Bhavan, No. 68, 8^th Main, 15^th Cross, Malleswaran, Bangalore – 560 055, Karnataka, India
Subsidiaries :	DF Power Systems Private Limited

CAPITAL STRUCTURE

As on 31.03.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
35000000	Equity Shares	Rs.10/- each	Rs.350.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
24370401	At the beginning of the reporting period	Rs.10/- each	Rs.243.704 Millions
8867187	Issued during the reporting period	Rs.10/- each	Rs.88.672
33237588	At the close of the reporting period	Rs.10/- each	Rs.332.376 Millions

Other Information

I The Company has only one class of equity shares having par value of Rs.10/- each. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. During the period ended 31 March 2012, the amount of per share dividend recognised as distribution to equity share holders is Rs.2/- (31 March 2011 Rs.2/-)

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.

Particular	Percentage	No. of shares
Saphire Finman Services Private Limited	18.136	6026433
Nikhil Kumar	15.46	5138664
Hitoshi Matsuo	12.74	4235254
Sofia M Khericha	6.27	2084100
Mohib N Khericha	5.56	1846860
Foziya Akil Contractor	4.02	1334823

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		332.376	243.704	63.436
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		3999.470	1531.436	1177.513
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		4331.846	1775.140	1240.949
LOAN FUNDS
1] Secured Loans		342.829	522.777	682.193
2] Unsecured Loans		0.000	250.000	0.000
TOTAL BORROWING		342.829	772.777	682.193
DEFERRED TAX LIABILITIES		87.759	72.912	0.000
TOTAL		4762.434	2620.829	1923.142
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		1302.341	1119.748	1097.043
Capital work-in-progress		126.421	20.436	0.000
INVESTMENT		204.125	204.125	33.050
DEFERREX TAX ASSETS		0.000	0.000	(70.190)
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	829.533	777.166	373.312
	Sundry Debtors	1431.452	1194.725	1131.868
	Cash & Bank Balances	2025.586	909.508	677.632
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	919.891	376.222	369.080
Total Current Assets		5206.462	3257.621	2551.892
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditor	929.961	896.520	815.652
	Other Current Liabilities	1013.237	974.867	799.808
	Provisions	133.717	109.714	73.193
Total Current Liabilities		2076.915	1981.101	1688.653
Net Current Assets		3129.547	1276.520	863.239
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		4762.434	2620.829	1923.142

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2012	31.03.2011	31.03.2010
	SALES
		Income	6252.120	4878.802	4335.888
		Other Income	156.821	69.431	52.111
		TOTAL (A)	6408.941	4948.233	4387.999
Less	EXPENSES
		Cost of Material Consumed	4509.738	3420.808
		Employee Benefits expense	469.190	368.258
		Other Expense	536.089	386.619
		TOTAL (B)	5515.017	4175.685	3768.212
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		893.924	772.548	619.887
Less	FINANCIAL EXPENSES (D)		65.679	66.866	42.255
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		828.245	705.682	577.632
Less/ Add	DEPRECIATION/ AMORTISATION (F)		89.987	78.911	55.814
	PROFIT BEFORE TAX (E-F) (G)		738.258	626.771	521.818
Less	TAX (H)		240.077	210.368	190.588
	PROFIT AFTER TAX (G-H) (I)		498.181	416.403	330.230
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		1208.640	1042.976	786.026
Less	Capitalisation of Reserves During the year		0.000	162.469	0.000
Less	APPROPRIATIONS
		Transfer to General Reserve	0.000	31.434	36.172
		Dividend	0.000	56.836	37.108
	BALANCE CARRIED TO THE B/S		1706.821	1208.640	1042.976
	EARNINGS IN FOREIGN CURRENCY
		Export Earnings	1495.366	471.723	310.726
		Other Earnings	3.363	0.269	0.530
	TOTAL EARNINGS		1498.729	471.992	311.256
	IMPORTS
		Raw Materials	495.070	376.590	248.278
		Capital Goods	74.315	10.559	325.700
	TOTAL IMPORTS		569.385	387.149	573.978
	Earnings Per Share (Rs.)		16.94	37.55	52.06

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	7.77	8.42	7.53
Net Profit Margin (PBT/Sales)	(%)	11.81	12.85	12.03
Return on Total Assets (PBT/Total Assets}	(%)	13.30	14.32	14.30
Return on Investment (ROI) (PBT/Networth)		0.17	0.35	0.42
Debt Equity Ratio (Total Liability/Networth)		0.55	1.55	1.91
Current Ratio (Current Asset/Current Liability)		2.51	1.64	1.51

LOCAL AGENCY FURTHER INFORMATION

Check List by Info Agents	Available in Report [Yes/No]
Year of Establishment	Yes
Locality of the Firm	Yes
Constitution of the firm	Yes
Premises details	No
Type of Business	Yes
Line of Business	Yes
Promoters background	Yes
No. of Employees	Yes
Name of Person Contacted	No
Designation of contact person	No
Turnover of firm for last three years	Yes
Profitability for last three years	Yes
Reasons for variation <> 20%	-
Estimation for coming financial year	No
Capital the business	Yes
Details of sister concerns	Yes
Major Suppliers	No
Major Customers	No
Payment Terms	No
Export / Import Details [If Applicable]	No
Market Information	-
Litigations that the firm / promoter involved in	-
Banking Details	Yes
Banking Facility Details	Yes
Conduct of the banking account	-
Buyer visit details	-
Financials, if provided	Yes
Incorporation details, if applicable	Yes
Last accounts filed at ROC	Yes
Major Shareholders, if applicable	No
PAN of Proprietor/Partner/Director, if available	No
Passport No of Proprietor/Partner/Director, if available	No
Voter ID No of Proprietor/Partner/Director, if available	No

OPERATIONS

The financial year 2011-12 witnessed challenging macro-economic conditions both in India and the world over. After having grown at the rate of 8.4 per cent in each of the two preceding years, India’s GDP is estimated to have grown by 6.9 per cent in the financial year 2011-12. With agriculture and services having performed well, India’s slowdown can be attributed almost entirely to weak industrial growth. The tightening of monetary policy in order to control inflation slowed investment and growth, particularly in the industrial sector. The global economy also witnessed lower to sluggish economic growth, accelerated by crisis in the Eurozone area and near-recessionary conditions prevailing in Europe; sluggish growth in many other industrialized countries, like the USA; stagnation in Japan; and hardening international prices of crude oil.

In the backdrop of negative macroeconomic environment including slowdown of the economy, liquidity contraction, rising interest rates and the resulting slowdown in investment, the company’s has performed well during the year 2011- 12 drawing upon its strengths in technology, product suitable for diverse applications and a world class manufacturing facility capable of delivering a quality product meeting international standards.

The highlights of the Company’s performance for the year are as under:

· Revenue from operations increased by 28.15% to Rs.6252.120 Millions (Rs.4878.802 Millions)

· Exports increased by 217% to Rs.1495.366 Millions (Rs.471.723 Millions)

· Order inflow increased by 12.27% at Rs.5220.312 Millions (Rs.4649.976 Millions)

· 308 (338) Generators of various ranges up to 52 MW were manufactured

· Profit before depreciation and tax increased by 17.37% to Rs.828.245 Millions (Rs.705.682 Millions)

· Profit after tax increased by 19.64% to Rs.498.181 Millions (Rs.4,16.463 Millions)

· Produced the largest vertical generator for a project in Turkey, 24 megawatt, 500 rpm (equal a 100 megawatt machine if compared say a steam turbine generator).

· supplied the first prototype machine for the Gas Engine business

· Successful Initial public offering of equity shares to raise Capital aggregating to Rs.2270.000 Millions under unfavorable capital market conditions.

· License agreement with Siemens AG signed in March 2012 for know-how to manufacture in India, industrial, air-cooled, 2-pole AC generators in the range of 54MW to 200 MW.

MANUFACTURE OF NEW GENERATION GENERATORS

It is proposed to establish, in the vicinity of the existing manufacturing facility at Bangalore, a new facility for manufacture of new generation generators of 54 to 200 MW. This project is the outcome of a long-term license agreement with Siemens AG signed by the company in March 2012 under which, the company will receive from Siemens, the know-how for manufacture of industrial, air-cooled, 2-pole AC generators in the range of 54 to 200 MW (74 MVA to 250 MVA) in India and is entitled to receive technology updates for 20 years for this range of generators. This will equip the company to address a wider range of industrial demand for generators – between 1 MW to 200 MW by extending its strong position in focus markets and also help meet the requirement of its EPC business, which is currently reliant on imports.

Initially, in terms of the purchase frame agreement signed with Siemens, the company also has the option to purchase components from Siemens, Germany. This will enable the Company to commence commercial production of these larger capacity generators in 24 months. The estimated cost of the project is Rs.1989.700 Millions towards land &building, machinery and equipments, Licene and training fees and other assets. The pattern of financing will include a utilization from IPO proceeds of about Rs.820.000 Millions, from internal accruals of the fiscal 2011 to 2014 estimated at Rs.670.000 Millions and borrowings of about Rs.500.000 Millions as and when required.

The Company has been reviewing the deployment of the Net Issue Proceeds (NIP) in the objects of city office in Bangalore and working capital requirements and the possibilities of deploying the same along with the unutilsed NIP available under debt repayment and general corporate purposes in productive assets/objects, which may contribute to enhancing company’s earnings and translate into returns for the shareholders in the next 24–36 months and the Directors recommend that the said proceeds be utilized to partially fund the above project subject to approval of the shareholders. Attention of the shareholders is drawn to Item 7 of the Notice of the Annual general meeting in this regard.

MANAGEMENT DISCUSSIONS AND ANALYSIS

POWER SECTOR

India continues to be one of the world’s fastest growing energy markets and is expected to be the second-largest contributor to the increase in global energy demand by 2035, accounting for 18% of the rise in global energy consumption. Power continues to be one of the critical resources in order to sustain and further economic growth in India. Therefore, the Government of India announced capacity additions of around 40, 000 MW (40GW) and 66,000MW (66 GW) under the Tenth and Eleventh Plans, respectively. However, the Tenth Plan witnessed capacity additions of only 21,095MW and it is reported that under the eleventh plan the capacity addition is 53,922 MW as on 29.03.12. The growth in capacities has been insufficient to meet the increase in demand and as a result Demand supply gap between electricity generation and demand touched 8.2% in April 2012 according to the Central Electricity Authority (CEA). The total demand for electricity in India is expected to cross 950,000 MW (950.00GW) by 2030.

The Indian power sector comprises of three major segments namely Generation, Transmission, and Distribution. The Generation segment comprises of Central, State and Private Sectors. The total installed capacity of power generation across the three sectors is 2,01,637.03 MW [201.64 Giga watts (GW)] as on April 30, 2012. Thermal power plants constitute 66.14% of the installed capacity, hydroelectric about 19.33% and rest being a combination of wind, small hydro, biomass, waste-to-electricity (12.15%) and nuclear (2.38%).

The Government of India, as initiated policy initiatives to harness India’s potential in renewable energy by promoting clean and green power which will also help reduce dependence on thermal power from the current levels. In efforts towards augmenting power generation, a transformational policy initiative has been the Electricity Act 2003 which liberalized the frame work for generation, enabling the setting up of captive power plants (CPP) to supply power generated by them to the national grid. Manufacturing and process industries in India account for close to half of India’s total power consumption. Due to the lack of reliable power supply from the grid it has become imperative for industries to set up power plants for captive consumption. The other factor prompting industries to set up own generation units are the lower cost of generation as compared to cost of power from the grid. The CPP’s supply surplus power to the grid and to merchant power traders which affords an opportunity to augment their revenues. Industries such as steel, aluminum, copper, cement, engineering, sugar, chemicals, which are power intensive, contribute significantly to the total CPP installed capacity.

COMPANY’S BUSINESS

The company is one of the leading manufacturers of AC Generators with the capability to manufacture generators with output capacities ranging from 1MW – 52MW for prime movers such as steam turbines, gas turbines, hydro turbines, wind turbines, diesel and gas engines. The Company has a diverse product range which includes, steam turbine generators, horizontal hydro generators, vertical hydro generators, diesel engine generators, wind turbine generators, gas engine generators, gas turbine generators, high voltage motors and generators for Geo Thermal and Solar thermal applications They focus on manufacturing engineered-to-order generators for their customers who are based across the world. From the inception of their Company and as of March 31, 2012, they have manufactured a total of 1,759 generators with an aggregate output capacity of 14,750 MW, of which 274 generators have been supplied to customers across 38 countries.

The company’s customer base primarily comprises companies operating in the industrial sector and includes cement, steel, paper, chemical, metals, sugar co-generation, bio-mass power plants, hydro-electric power plants and Independent Power Plant companies. This diversified product offering has enabled the company to develop a broad customer base across a range of industries and reduced dependence on any particular industry or market segment while giving a competitive advantage in catering to all the major verticals of the power generation industry. They cater to both conventional and renewable fuel based power plants. Conventional power plants consist of steam/gas turbine power plants and diesel/ gas engine power plants and renewable fuel based power plants include wind, hydro, bio-mass, solar thermal and geothermal power plants. A majority of future power plants will be based on conventional fuels and their Company has the entire range of generators to cater to this sector. With their technological relationships with the leading power equipment manufacturers they also have the ability to design and manufacture a complete range of generators required to cater to the renewable fuel based segment of the power generation market.

The company has a world class manufacturing facility consisting of two manufacturing units located in Dabaspet, Industrial Area on the outskirts of Bangalore. The manufacturing facilities are equipped with advanced machinery and equipment and are ISO 9001:2008 compliant. Their Company is ISO 9001-2008 certified and ISO 14001/OHSAS 18001:2007 certified by TUV SUD Management Services GmBH, Munich.

The company has developed a reliable and quality based subcontracting and vendor network supplement its operations. The company’s strong project management abilities enable it to control costs and achieve efficient operations. The company is committed to provide high quality products that meet the expectations of both Indian and international customers.

The company’s in-house design and development team focuses on absorption of technology available from their technology partners and evolving optimal solutions to meet the varied needs of the customers. Over the years, the company honed the capability to design products to meet exacting performance standards.

In addition to manufacturing AC Generators their Company also executes Turbine Generator island projects for steam turbine power plants with output capacity up to 52 MW using a Japanese turbine combined with their generator. The scope of work of the TG island projects consists of design services, procurement and supply of equipment, assembly, installation & commissioning.

Their Subsidiary, DF Power Systems Private Limited, is in the business of Engineering, Procurement and Construction, executing Boiler-Turbine Generator island projects and the balance of plant portion for steam turbine power plants with output capacity from 52 MW up to 150 MW. The scope of work for the EPC Business comprises of design services, procurement and supply of equipments, assembly and installation & commissioning (excluding civil works)..

OUTLOOK

From nearly double-digit growth before the global recession India’s economic growth shows signs of a slump to less than 7%. Core sector growth reflects sluggishness. Sliding Rupee, high interest costs, low corporate investments, stubbornly high inflation and high fiscal and trade deficits have been the feature currently in this fiscal which has forced a dismal growth forecast for the fiscal 2013 going forward. Measures are needed by the government to kick-start the investment cycle growth. There is no visibility of a sustained Global recovery and Eurozone crisis continues to rage affecting India’s economic growth.

A failing economy, low industrial growth, unfavourable investment climate have resulted in the company’s order book reflecting a significant deficit as compared to Fiscal 2012. There is a general weakness across all industries and there is no sector that’s providing support for order booking reflecting a great deal of uncertainty in the market for capital expenditure and capital goods. However, the company has undertaken a slew of measures including cost reduction to weather the unfavourable economic and market conditions. The company is in advanced stages in various development processes it has undertaken in Fiscal 2012. The first prototype Gas Engine machine has been supplied to a multinational group and will be tested shortly. The wind generator also will be delivered to multinational group in the next two months. Following the delivery of the prototype generators, there will be an evaluation process and after which it is expected that bulk orders will be received from these multinational groups for execution either in Q3 or Q4 of this financial year. Also, in the last quarter the company has produced the largest vertical generator (24 megawatt, 500 rpm) for a German hydro company, for a project in Turkey. The Company is developing a new series of generators once again for reducing costs in both gas turbine and steam turbine generators and continues to develop new products across all its customer bases. The company will continue investments as planned for generators below 15 megawatt out of the proceeds of the initial public offer. It is also proposed to commence investments for manufacture of 2 pole generators- larger generators between 59 megawatt and 200 megawatt the 2 pole generators. By ensuring timely investments in enhancing both its product offerings and manufacturing facilities, the company will be well prepared to harness the emerging opportunities in the power sector in India and globally.

Similarly in the projects business the company has concluded a number of orders against which advance payments are awaited. In the EPC business too the company has booked some orders against which advances are awaited. In both the project business and the EPC business, the customers from whom orders have been received have a strong financial standing and they are hopeful that they will be able to achieve financial closure of the projects and release advances to the company. The company is focused on increasing the order booking execution for the current fiscal. Given the above initiatives, the company is hopeful of sustaining the operating performance this fiscal, as in the fiscal 2012.

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Performance

Financial Review

The financial statements have been prepared in accordance with the requirements of the Companies Act, 1956 and Generally Accepted Accounting Principles (GAAP). There are no material departures in adoption of the prescribed accounting standards. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent liabilities as the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The estimates and judgments relating to the financial statements have been made on a reasonable basis, so that the financial statements reflect the form and substance of transactions in a true and fair manner, and reasonably represent the Company’s state of affairs and profit for the year.

CONTINGENT LIABILITIES AND COMMITMENTS

Rs. In Millions

Particular	31.03.2012
Claims against the Company not acknowledged as debts	19.711
Guarantees	647.282
Letters of credit (The management believes, based on internal assessment and / or legal advice, that the probability of an ultimate adverse decision and outflow of resources of the Company is not probable and accordingly, no provision for the same is considered necessary)	173.803
Commitments
Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances)	306.776
Corporate Guarantee issued to the bankers of the subsidiary company	5540.000

Fixed Assets:

• Freehold Land
• Leasehold Land
• Buildings
• Plant and Machinery
• Office Equipments
• Furniture and Fixtures
• Computers
• Communication Equipments
• Motor Vehicles

AS PER WEBSITE DETAILS

COMPANY PROFILE

Subject is manufacturers of AC Generators with outputs Capacity in the range of 1 MW to 52 MW for prime movers, such as steam turbine generators, horizontal hydro generators, vertical hydro generators, diesel engine generators, wind turbine generators, gas engine generators, gas turbine generators, special applications generators, high voltage motors and generators for Geo Thermal and Solar thermal applications. They focus on manufacturing custom-designed generators for the customers who are based across the world. In August 2001, they forayed into manufacturing of AC generators up to 30 MW under a license from Toyo Denki, a leading manufacturer of power and electric equipments located in Japan. The Company currently owns the technology, which was licensed from Toyo Denki, and has further developed in-house capability to manufacture and supply generators up to 40 MW to cater to industry demands and has successfully manufactured and installed several generators in India and abroad. Further, in 2007, The Company has entered into a license agreement with Siemens to manufacture steam generators from 20 MW to 52 MW, which covers a wider range of products with different rotor designs.

Their wide portfolio of products gives us a competitive advantage, as they can cater to all the e major verticals of the power generation industry. They cater to both conventional and renewable fuel based power plants. They believe that a majority of future power plants will be based on conventional fuels and the Company has the entire range of generators to cater to this sector. With The technological collaborations with the leading power equipment manufacturers they also have the ability to design and manufacture a complete range of generators required to cater to the renewable fuel based segment of the power generation market. Since inception till December 31 2011, they have manufactured 1,676 generators, including 251 generators exported to 34 countries, with aggregate output capacity of 13,873 MW as of December 31 2011.

In addition to manufacturing AC Generators the Company also executes Turbine Generator ("TG") island projects for steam turbine power plants with output capacity up to 52 MW using a Japanese turbine combined with The generator. The scope of work of the TG island projects consists of design services, procurement and supply of equipment, assembly, installation & commissioning. 

The Subsidiary Company is in the business of Engineering, Procurement and Construction (EPC) of the boiler-turbine generator (BTG) island and the balance of plant (BOP) portion of steam turbine power plants with outputs from 52 MW up to 150 MW. The scope of work of The EPC Business comprises of design services, procurement and supply of equipments, assembly and installation and commissioning. 

The Company is ISO 14001: 2004 issued by TUV SUD Management Services GmbH, Munich and Certificate of Compliance issued by CSA International to The Company in relation to component open type synchronous generators being eligible to bear the CSA mark with indicator

PRESS RELEASE

TD POWER SYSTEMS SIGNS A LONG TERM LICENSE AGREEMENT WITH SIEMENS AG

Manufacturing facilities for Industrial Generators in the Range of

74 MVA to 250 MVA to be commissioned in 24 Months

Bangalore, April 17, 2012: TD Power Systems Limited (TDPS), a leading manufacturer of AC Generators that also undertakes execution of captive and independent power projects, has signed a long-term license agreement with Siemens AG. Under this agreement, TDPS will receive from Siemens, the know-how for manufacture of industrial, air-cooled, 2-pole AC generators in the range of 74 MVA to 250 MVA in India.

The new line of generators will be manufactured from the company’s facilities located at Dabaspet Industrial Area on the outskirts of Bangalore, which are proposed to be enhanced to meet the standards and requirements for manufacture of advanced generators. The company expects commercial production to commence within a period of 24 months.

TDPS has been manufacturing smaller capacity generators under license from Siemens over the last four years. The company has a track record of successfully absorbing new technologies for manufacturing generators and has entered into arrangements with several international power equipment manufacturers. The company’s in-house product development team further works in conjunction with its technical partners to focus on new product development at lower costs, improving quality and design. TDPS’ facilities are ISO 9001-2008 and ISO 14001/OHSAS 18001:2007 certified by TUV SUD Management Services GmBH, Munich.

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.55.15
UK Pound	1	Rs.86.58
Euro	1	Rs.67.60

INFORMATION DETAILS

Information Gathered by :
Report Prepared by :	BYI

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	7
--PROFITABILIRY	1~10	6
--LIQUIDITY	1~10	6
--LEVERAGE	1~10	6
--RESERVES	1~10	7
--CREDIT LINES	1~10	7
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	YES
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		57

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.