MIRA INFORM REPORT

Report Date :

30.03.2012

IDENTIFICATION DETAILS

Name :	PROTOS ENGINEERING COMPANY PRIVATE LIMITED

Registered Office :	Thakur Niwas, 173, J T Road, Churchgate, Mumbai – 400 020, Maharashtra

Country :	India

Financials (as on) :	31.03.2011

Date of Incorporation :	28.06.1949

Com. Reg. No.:	11-007221

Capital Investment / Paid-up Capital :	Rs.2.961 Millions

CIN No.: [Company Identification No.]	U29220MH1949PTC007221

Legal Form :	Private Limited Liability Company

Line of Business :	Manufacturers, Repairers and Dealers in diesel engines, dynamos, motors, amatures, magnetos, batteries, conductors, insulators, transformers, converters, irons, glass, pottery, rubber, etc.

No. of Employees :	Not available

RATING & COMMENTS

MIRA’s Rating :

Ba (47)

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

Maximum Credit Limit :	USD 990000

Status :	Satisfactory

Payment Behaviour :	Usually correct

Litigation :	Clear

Comments :	Subject is a part of Harshadray Group. It is a well established and a reputed 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 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

Management Non- Coperative

LOCATIONS

Registered Office :	Thakur Niwas, 173, J T Road, Churchgate, Mumbai – 400 020, Maharashtra, India
Tel. No.:	91-22-66287000 / 22028134 / 22026848 / 22020365 / 22027286 / 22020263
Fax No.:	91-22-66287098 / 22021716 / 22028199
E-Mail :	protoeng@bom5.vsnl.net.in admin@protosindia.com
Website :	http://www.protosengg.com

Branch Office :	Located at · New Delhi · Kolkata · Chennai

DIRECTORS

As on 29.09.2011

Name :	Mr. Nanak Gunendra Sheth
Designation :	Director
Address :	D-2 A/4, Vasant Vihar, Paschimi Marg, New Delhi – 110 057, India
Date of Birth/Age :	05.07.1941
Date of Appointment :	30.06.1999
DIN No. :	00034057

Name :	Mr. Utsav Rasiklal Kapadia
Designation :	Director
Address :	131, Mehr-Naz, Cuffe Parade Reclamation, Colaba, Mumbai – 400 005, Maharashtra, India
Date of Birth/Age :	06.03.1952
Date of Appointment :	29.04.1998
DIN No. :	00034154

Name :	Mr. Premal Narendra Kapadia
Designation :	Director
Address :	6, Haveli, 19 L D Ruparel Marg, Mumbai – 400 006, Maharashtra, India
Date of Birth/Age :	05.06.1949
Date of Appointment :	30.06.1999
DIN No. :	00042090

Name :	Mr. Bejonji Dadi Engineer
Designation :	Director
Address :	Flat No. 4 (1^st Floor), Shiv Shanti Bhuvan, M Karve Road (Opposite The Oval), Mumbai – 400 020, Maharashtra, India
Date of Birth/Age :	02.05.1933
Date of Appointment :	30.09.1974
DIN No. :	00047028

Name :	Mr. Vinod Jamnadas Mehta
Designation :	Whole Time Director
Address :	Flat No. 20-A, 4^th Floor, Thakur Niwas, Co-Operative Housing Society, 173, Jamshedji Tata Road, Churchgate, Mumbai – 400 020, Maharashtra, India
Date of Birth/Age :	11.04.1932
Date of Appointment :	29.01.2008
DIN No. :	00087505

Name :	Mr. Aditya Premal Kapadia
Designation :	Whole Time Director
Address :	6, Haveli, 19, L A Ruparel Marg, Mumbai – 400 006, Maharashtra, India
Date of Birth/Age :	14.10.1973
Date of Appointment :	18.10.2000
DIN No. :	00087520

Name :	Mr. Shishir Kisonlal Diwanji
Designation :	Director
Address :	Wyoming Little, GIBBS Road, Malabar Hill, Mumbai – 400 006, Maharashtra, India
Date of Birth/Age :	23.10.1939
Date of Appointment :	03.07.1987
DIN No. :	00087529

Name :	Mr. Jaya Rama Shamby Mally
Designation :	Whole Time Director
Address :	3/62, Parag Society, C-9 Roop Nagar, Bandra (East), Mumbai – 400 051, Maharashtra, India
Date of Birth/Age :	05.06.1948
Date of Appointment :	01.04.2006
DIN No. :	00199463

KEY EXECUTIVES

Name :	Mr. Victor Elesbano Mascarenhas
Designation :	Secretary
Address :	Greenlands, 14, Lajpatrai Road, Vile Parle (West), Mumbai – 400 056, Maharashtra, India
Date of Birth/Age :	23.03.1936
Date of Appointment :	01.09.2007
Pan No.:	AIUPM0214C

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 29.09.2011

Names of Shareholders		No. of Shares
Utsav Rasiklal Kapadia		3537
Harshadray Private Limited, India		13514
Nirmal Harkishan Kapadia		1334
Premal Narendra Kapadia		2421
Rekha Harkishan Kapadia Jointly with Nini Kothar		4295
Nini Yogesh Kothati Jointly with Rekha Kapadia		723
Anandi Ramesh Vangal Jointly with Utsav Kapadia		192
Mrinalini Raj Kochar		302
Devika Chandrakant Shah		394
Silloo Dadi Engineer		24
Harcharan Gokalchand Das		26
Raj Kesridas Kochar		130
Shefali Kapadia		1358
Bharat Kapadia		1358
Total		29608

As on 29.09.2011

Equity Share Break up (Percentage of Total Equity)

Category	Percentage
Bodies corporate	45.64
Directors or relatives of Directors	51.40
Other top fifty shareholders	2.96
Total	100.00

BUSINESS DETAILS

Line of Business :	Manufacturers, Repairers and Dealers in diesel engines, dynamos, motors, amatures, magnetos, batteries, conductors, insulators, transformers, converters, irons, glass, pottery, rubber, etc.

Products :	Trading and consulting Engineers

GENERAL INFORMATION

No. of Employees :

Not Available

Bankers :

· Bank of Baroda, Backbay Reclamation Branch, Ram Mahal, Chaurchgate Mumbai – 400 020, Maharashtra, India

· State Bank of India

· HDFC Bank, Senapati Bapat Marg, Lower Parel (West), Mumbai – 400013, Maharashtra, India

Facilities :

(Rs. In Millions)

Secured Loan	As on 31.03.2011	As on 31.03.2010
A Loan from Bank
Cash Credit account (refer note 1 below)	16.181	10.163
Drop line overdraft (refer note 2 below)	9.812	0.000
Vechicle Loans (refer note 3 below)	2.914	3.994
Total	28.907	14.157
Note 1. Loan from Bank in Cash Credit account is secured by as under: (a) Hypothecation of book debts & stocks and guaranteed by some of the directors of the company. (b) By equitable mortgage by deposit of title deed of Residential premises bearing unit 20A. (2) Loan from Bank in Drop Line overdraft is secured by as under. (a) By equitable mortgage by deposit of title deed of Residential premises Rashmi Flat B-6 (3) Secured by hypothecation of vehicles taken under hire purchase arrangement.


Banking Relations :	--

Auditors :
Name :	Deloitte Haskins and Sells Chartered Accountant
Address :	12, Dr. Annie Besant Road, Opp. Shiv Sagar Estate, Worli, Mumbai – 400 018, Maharashtra, India
Tel. No.:	91-22-66679000
Mobile No.:
Fax No.:	91-22-66679025
E-Mail :
PAN.:	AACGD4815A

Associates :	Sortimat Protos Automation Private Limited

Holding Company :	Harshadray Private Limited

CAPITAL STRUCTURE

As on 31.03.2011

Authorised Capital :

No. of Shares	Type	Value	Amount

29608	Equity Shares	Rs.100/- each	Rs.2.961 Millions
470392	Unclassified Shares	Rs.100/- each	Rs.47.039 Millions
			Rs.50.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount

29608	Equity Shares	Rs.100/- each	Rs.2.961 Millions

1. 1,250 equity shares have been allotted as fully paid up pursuant to a contract without payment being received in cash.

2. 3,100 equity shares have been alloted as fully paid bonus shares by capitalisation of general reserve.

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2011	31.03.2010	31.03.2009
SHAREHOLDERS FUNDS
1] Share Capital		2.961	2.961	2.961
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		245.794	242.883	238.900
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		248.755	245.844	241.861
LOAN FUNDS
1] Secured Loans		28.907	14.157	2.726
2] Unsecured Loans		0.000	0.000	0.000
TOTAL BORROWING		28.907	14.157	2.726
DEFERRED TAX LIABILITIES		0.000	0.000	0.000

TOTAL		277.662	260.001	244.587

APPLICATION OF FUNDS

FIXED ASSETS [Net Block]		60.499	60.911	64.198
Capital work-in-progress		8.662	0.000	0.000

INVESTMENT		148.691	159.392	163.211
DEFERREX TAX ASSETS		0.000	1.749	0.254

CURRENT ASSETS, LOANS & ADVANCES
	Inventories	12.406	9.430	5.373
	Sundry Debtors	61.623	31.149	14.255
	Cash & Bank Balances	2.737	6.700	16.100
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	31.637	33.324	24.605
Total Current Assets		108.403	80.603	60.333
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	14.391	23.087	20.636
	Other Current Liabilities	20.898	1.217	0.026
	Provisions	13.304	18.350	22.747
Total Current Liabilities		48.593	42.654	43.409
Net Current Assets		59.810	37.949	16.924

MISCELLANEOUS EXPENSES		0.000	0.000	0.000

TOTAL		277.662	260.001	244.587

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		Income	129.664	129.162	116.866
		Other Income
		TOTAL	129.664	129.162	116.866

Less	EXPENSES
		Office Expenses
		Administrative Expenses	116.212	118.257	113.802
		Advertising Expenses
		TOTAL	116.212	118.257	113.802

	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION		13.452	10.905	3.064

Less/ Add	DEPRECIATION/ AMORTISATION		8.032	8.784	7.842

	PROFIT BEFORE TAX		5.420	2.121	(4.778)

Less	TAX		0.956	(5.315)	(11.442)

	PROFIT AFTER TAX		4.464	7.436	6.664

Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		111.731	108.491	105.957

Less	APPROPRIATIONS
		Transfer to General Reserve	0.446	0.744	0.666
		Dividend	1.332	2.961	2.961
		Tax on Dividend	0.221	0.491	0.503
	BALANCE CARRIED TO THE B/S		114.196	111.731	108.491

	EARNINGS IN FOREIGN CURRENCY
		Commission Earnings	46.113	39.908	53.389
	TOTAL EARNINGS		46.113	39.908	53.389

	IMPORTS
		Purchases of traded goods	16.130	30.425	5.649
	TOTAL IMPORTS		16.130	30.425	5.649

	Earnings Per Share (Rs.)		150.76	251.15	225.08

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	3.44	5.76	5.70

Return on Total Assets (PBT/Total Assets}	(%)	3.21	1.50	5.35

Return on Investment (ROI) (PBT/Networth)		0.02	0.01	(0.02)

Debt Equity Ratio (Total Liability/Networth)		0.31	0.23	0.19

Current Ratio (Current Asset/Current Liability)		2.23	1.89	1.39

LOCAL AGENCY FURTHER INFORMATION

DETAILS OF SUNDRY CREDITORS:

Rs. In Millions

Particulars	31.03.2011	31.03.2010	31.03.2009
Others	14.391	23.087	20.636
Total	14.391	23.087	20.636

BANKERS CHARGES REPORT AS PER REGISTRY

Corporate identity number of the company	U29220MH1949PTC007221
Name of the company	PROTOS ENGINEERING COMPANY PRIVATE LIMITED
Address of the registered office or of the principal place of business in India of the company	Thakur Niwas, 173, J T Road, Churchgate, Mumbai – 400 020, Maharashtra, India admin@protosindia.com
This form is for	Creation of charge
Type of charge	Book debts Movable property (not being pledge)
Particular of charge holder	Bank of Baroda, Backbay Reclamation Branch, Ram Mahal, Churchgate, Mumbai – 400 020, Maharashtra, India backba@bankofbarida.com
Nature of instrument creating charge	Composite Hypothecation Agreement date 8^th December, 2011
Date of instrument Creating the charge	08.12.2011
Amount secured by the charge	Rs.5.000 Millions
Brief of the principal terms an conditions and extent and operation of the charge	Rate of Interest 2% over base rate present rate 17.50% p.a. Terms of Repayment On demand. Margin 59.15% Extent and Operation of the charge Adhoc overdraft
Short particulars of the property or asset(s) charged (including complete address and location of the property)	The whole of the borrower's stocks, both present and future and including but without prejudice to the generality of the foregoing words, all stocks of raw materials, work in process, semi finished goods and finished goods such as packing materials and stores. etc. All the present and future book debts, outstanding, monies receivable, claims, bills contracts, engagements and securities. All the tangible movable machinery and plant and cranes, boats and crafts and the vehicles of the borrower together with spares, tools and accessories and other movables, both present and future, and he furniture, fixtures and fitting and office equipment whether installed or not.

Fixed Assets

· Freehold Land

· Buildings

· Equipments

· Furniture and Fittings

· Computers

· Vehicles

· Plant and Machinery

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.51.15
UK Pound	1	Rs.81.41
Euro	1	Rs.68.22

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	7
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	5
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	5
--PROFITABILIRY	1~10	5
--LIQUIDITY	1~10	5
--LEVERAGE	1~10	5
--RESERVES	1~10	5
--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		47

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.

MIRA INFORM REPORT

12.406

9.430

61.623

31.149

2.737

6.700

0.000

0.000

31.637

33.324

108.403

14.391

23.087

20.898

1.217

13.304

18.350

48.593

59.810

37.949

3.44

3.21

1.50

0.02

0.01

0.31

0.23

2.23

1.89

14.391

23.087

Unit