MIRA INFORM REPORT

Report Date :

15.03.2012

IDENTIFICATION DETAILS

Name :	FRANKE FABER INDIA LIMITED (w.e.f. 26.10.2010)
Formerly Known As :	FABER HEATKARFT INDUSTRIES LIMITED
Registered Office :	37/1, Kondhwa Pisoli Road, Pisoli, Pune-411028, Maharashtra
Country :	India
Financials (as on) :	31.03.2010
Date of Incorporation :	11.04.1997
Com. Reg. No.:	11-107240
Capital Investment / Paid-up Capital :	Rs.124.853 Millions
CIN No.: [Company Identification No.]	U99999PN1997PTC107240
TAN No.: [Tax Deduction & Collection Account No.]	PNEF00532A
PAN No.: [Permanent Account No.]	AAACF4002G
Legal Form :	A Closely held Public Limited Liability Company
Line of Business :	Manufacturer of Kitchen Hoods, Gas Hobs and Cooking Ranges.
No. of Employees :	Information Declined by the management.

RATING & COMMENTS

MIRA’s Rating :

Ba (49)

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

Maximum Credit Limit :	USD 3000000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a well established company having satisfactory track. Trade relations are reported as fair. Business is active. Payments are reported to be usually correct and as per commitments. The company can be considered normal for business dealings at usual trade terms and conditions.

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

INFORMATION DECLINED BY

Name :	Mr. Vasudev
Designation :	Manager
Contact No.:	91-9545556887
Date :	12.03.2012

LOCATIONS

Registered Office :	37/1 Kondhwa Pisoli Road, Pisoli, Pune-411028, Maharashtra
Tel. No.:	91-20-26930408
Mobile No.:	91-9545556887 (Mr. Vasudev)
Fax No.:	91-20-26930893
E-Mail :	vasudev.savalgi@faberspa.com faberindia@vsnl.net

DIRECTORS

As on 26.10.2010

Name :	Mr. Stefano Socci
Designation :	Director
Address :	V Fossati 2, Monza Mi – 20052, Italy
Date of Birth/Age :	15.01.1961
Date of Appointment :	20.07.2010
DIN No.:	02878490
Name :	Mr. Christian Kuehl
Designation :	Director
Address :	2 CD Building 11, Lane 555, Juefeng Road, Shanghai – 201107, China
Date of Birth/Age :	06.05.1969
Date of Appointment :	20.07.2010
DIN No.:	03028478
Name :	Mr. Ravi Gupta
Designation :	Director
Address :	C 102 K M Apartments, Plot 12, Sector 12 Dwarka, New Delhi-110075, India
Date of Birth/Age :	11.07.1964
Date of Appointment :	20.07.2010
DIN No.:	03033777
Name :	Mr. Torsten Tuerling
Designation :	Director
Address :	Batlimattwef, Oberentfelden, Switzerland - 5035
Date of Birth/Age :	14.06.1967
Date of Appointment :	20.07.2010
DIN No.:	03105838

KEY EXECUTIVES

Name :	Mr. Vasudev B. Savalgi
Designation :	Secretary
Address :	C/O SS Indalkar, Plot 33/3, Urmila Housing Society, Dhanakwadi, Pune – 411043, Maharashtra, India
Date of Birth/Age :	23.07.1973
Date of Appointment :	09.08.2010
PAN No.:	ASXPS0081L
Name :	Mr. Vasudev
Designation :	Manager

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 26.10.2010

Names of Shareholders	No. of Shares
Faber Spa, Italy	11714308
Andreas Hausuirth Jointly with Faber Spa	1
Bruno Bigaran Jointly with Faber Spa	1
Juero Fisher Jointly with Faber Spa	1
Jean Claude Michaud Jointly with Faber Spa	1
Monika Egli Jointly with Faber Spa	1
Wolfganag Kemmerling Jointly with Faber Spa	1
Franke Holding AG, Switzerland	770969
FRanke Schweiz AG, Switzerland	1
Total	12485284

Equity Share Breakup (Percentage of Total Equity)

As on 26.10.2010

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

BUSINESS DETAILS

Line of Business :

Manufacturer of Kitchen Hoods, Gas Hobs and Cooking Ranges.

Products :

Product Description	ITC Code
Electrical Chimneys	8414.6000
Hob and Cooking Range	7321.0002
Stainless Steel Sinks	7324.1000

PRODUCTION STATUS AS ON

As on 31.03.2010

Particulars	Unit	Installed Capacity	Actual Production
Kitchen Hood	Nos.	96000	118502
Built I n Gas Hobs and Cooktop	Nos.	96000	76261
Cooking Range	Nos.	6250	3370
Waste Couplet*	Nos.	80000	--
Acquired on amalgamation
Stainless Steel Sinks	Nos.	--	31390
Waste Couplet*	Nos.	80000	48974

Note:

* Includes captive Consumption of 48495

Installed capacity has been determined on single shift basis and has been given based on annual period of 12 months

GENERAL INFORMATION

No. of Employees :

Information Declined by the management.

Bankers :

ABN Amro Bank N.V., 71/72, 7^th Floor, Sakhar Bhavan, Nariman Point, Mumbai-400021, Maharashtra, India

Facilities :

Secured Loans	31.03.2010 Rs. in Millions	31.03.2009 Rs. in Millions
Vehicles Loans form a Scheduled Bank (Secured by hypothecation of vehicles)	0.000	0.191
Working Capital Term Loan from A Scheduled Bank (Secured by hypothecation of fixed assets)	0.000	11.111
Less: Repaid during the year	0.000	11.302
Total	0.000	0.000
Unsecured Loans	31.03.2010 Rs. in Millions	31.03.2009 Rs. in Millions
Short Term Loan from A scheduled bank (Repayable within one year)	0.000	5.000
Less: Repayable during the year	0.000	5.000
Interest accrued and due (Repayable within one year USD 200397 (Previous year USD 200397))	0.000	10.099
Total	0.000	10.099

Banking Relations :	--
Auditors :
Name :	BSR and Associates Chartered Accountants
Address :	703, 7^th Floor, Godrej Castlemaine, Next to Ruby Hall Clinic, Bund Garden Road, Pune-411001, Maharashtra, India
Tel. No.:	91-20-30586764/ 30595786
Fax No.:	91-20-30595776
PAN No.:	AADFB6889R
Related Parties :	· Heatkraft · Heatkraft Appliances Limited
Holding Company:	· Faber Spa, Italy · Franke Artemis management AG, Switzerland · Franke Artmis Holding AG, Switzerland
Fellow Subsidiary :	· Faber A Franke Company · Franke (Nanjing) Kitchen Appliances Company Limited · Franke Asia Sourcing Limited · Franke China Kitchen System Company Limited · Franke India Private Limited · Franke Kaffeemaschinen AG · Franke Kitchen Systems )Pty) Limited

CAPITAL STRUCTURE

As on 31.03.2010

Authorised Capital :

No. of Shares	Type	Value	Amount
40500000	Equity Shares	Rs. 10/- each	Rs. 405.000 Millions
10000000	Preference Shares	Rs. 10/- each	Rs. 100.000 Millions
	Total		Rs.505.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
12485284	Equity Shares	Rs. 10/- each	Rs.124.853 Millions
	Total		Rs.124.853 Millions

Note:

Of the above Shares:

11714314 Equity Shares are held by Faber Spa, Italy (the holding company) either by itself or through its nominees.

770970 Equity Shares to be issued to Franke Holding AG, Switzerland as fully paid up equity shares without, payment being received in cash to the shareholders of the Transferor company on the basis given in the schem of arrangement approve by the Hon’ble High Court of Mumbai.

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2010 (12 Months)	31.03.2009 (15 Months)	31.12.2007 (12 Months)
SHAREHOLDERS FUNDS
1] Share Capital		124.853	124.853	17.143
2] Share Application Money		75.000	75.000	0.000
3] Reserves & Surplus		541.969	393.366	263.685
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		741.822	593.219	280.828
LOAN FUNDS
1] Secured Loans		0.000	0.000	0.000
2] Unsecured Loans		9.084	10.099	0.000
TOTAL BORROWING		9.084	10.099	0.000
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		750.906	603.318	280.828
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		299.785	232.173	36.243
Capital work-in-progress		30.521	59.288	7.634
INVESTMENT		0.000	0.000	0.000
DEFERREX TAX ASSETS		62.588	43.951	24.221
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	268.105	236.859	150.205
	Sundry Debtors	55.299	76.023	124.395
	Cash & Bank Balances	302.202	152.930	216.623
	Other Current Assets	6.109	0.263	0.000
	Loans & Advances	86.540	62.163	34.486
Total Current Assets		718.255	528.238	525.709
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	98.526	64.379	146.732
	Other Current Liabilities	42.242	43.590	37.806
	Provisions	219.475	152.363	128.441
Total Current Liabilities		360.243	260.332	312.979
Net Current Assets		358.012	267.906	212.730
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		750.906	603.318	280.828

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2010 (12 Months)	31.03.2009 (15 Months)	31.12.2007 (12 Months)
	SALES
		Income	1126.672	1159.736	848.063
		Other Income	38.648	16.818
		TOTAL (A)	1165.320	1176.554	848.063
Less	EXPENSES
		Material Cost	623.494	645.879
		Personnel Cost	69.234	76.769
		Manufacturing, Selling and General Expenses	285.367	322.253
		TOTAL (B)	978.095	1044.901	683.962 (Including Financial Expenses)
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		187.225	131.653
Less	FINANCIAL EXPENSES (D)		0.009	0.881
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		187.216	130.772	164.101
Less/ Add	DEPRECIATION/ AMORTISATION		19.022	19.175	8.345
	PROFIT BEFORE TAX		168.194	111.597	155.756
Less	TAX		19.591	(12.092)	55.179
	PROFIT AFTER TAX		148.603	123.689	100.577
	EARNINGS IN FOREIGN CURRENCY
	F.O.B. Value of Export		4.163	1.748	NA
	TOTAL EARNINGS		4.163	1.748	NA
	IMPORTS
		Raw Materials	351.112	433.947	319.569
		Capital Goods	21.990	46.728	2.932
	TOTAL IMPORTS		373.102	480.675	322.501
	Earnings Per Share (Rs.)		7.44	9.91	--

KEY RATIOS

PARTICULARS		31.03.2010 (12 Months)	31.03.2009 (15 Months)	31.12.2007 (12 Months)
PAT / Total Income	(%)	12.75	10.51	11.86
Net Profit Margin (PBT/Sales)		14.93	9.62	NA
Return on Total Assets (PBT/Total Assets}	(%)	16.52	14.68	27.72
Return on Investment (ROI) (PBT/Networth)		0.23	0.19	0.55
Debt Equity Ratio (Total Liability/Networth)		0.50	0.46	1.11
Current Ratio (Current Asset/Current Liability)		1.99	2.03	1.68

LOCAL AGENCY FURTHER INFORMATION

Sundry Creditors Details:

(Rs. In Millions)

Particulars	31.03.2010 (12 Months)	31.03.2009 (15 Months)	31.12.2007 (12 Months)
Sundry Creditors
- Due to Micro and Small Enterprises	0.000	0.000	0.000
- Dues to others	98.526	64.379	146.732
Total	98.526	64.379	146.732

Background

Subject was incorporated on 11 April 1997 as a public limited company with 51% shareholding by Faber SpA, Italy ('the holding Company'). Subsequently, the holding Company increased its holding and subject became a 100% subsidiary of Faber SpA, Italy. Subject has its manufacturing facilities located at Pune, Maharashtra and is engaged in manufacturing / trading of imported Kitchen Hoods, Gas Hobs and Cooking Ranges and trading of kitchen appliances / other kitchen related accessories.

In accordance with the Scheme, of Amalgamation approved by the Honourable High Court of Bombay on 10 July 2009, Franke India Private Limited (hereinafter referred to as 'erstwhile Franke India Private Limited or Transferor Company') was amalgamated with subject with effect from 1 April 2008

The erstwhile Franke India Private Limited had manufacturing facilities located at Waluj, near Aurangabad, Maharashtra and was engaged in manufacturing of stainless steel sinks and accessories and trading of imported sinks and other kitchen related accessories. Consequent to the amalgamation, this business- is being carried by subject w.e.f. 1 April 2008.

Fixed Assets:

· Freehold Land

· Building

· Plant and Machinery

· Furniture and Fixtures

· Computers

· Vehicles

· Air Conditioner

· Computer Software

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.49.90
UK Pound	1	Rs.78.14
Euro	1	Rs.65.08

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	6
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	6
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	5
--PROFITABILIRY	1~10	5
--LIQUIDITY	1~10	6
--LEVERAGE	1~10	5
--RESERVES	1~10	6
--CREDIT LINES	1~10	5
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		49

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.