MIRA INFORM REPORT

Report Date :

24.04.2013

IDENTIFICATION DETAILS

Name :	MATHESON K- AIR INDIA PRIVATE LIMITED (w.e.f. 21.06.2010)
Formerly Known As :	K-AIR GASES INDIA PRIVATE LIMITED
Registered Office :	Gat No. 245,6,7,9 Kharabwadi, Chakan Talegaon Road, Chakan, Pune – 410501, Maharashtra
Country :	India
Financials (as on) :	31.03.2012
Date of Incorporation :	05.11.2009
Com. Reg. No.:	11-134922
Capital Investment / Paid-up Capital :	Rs. 0.176 Million
CIN No.: [Company Identification No.]	U40200PN2009PTC134922
TAN No.: [Tax Deduction & Collection Account No.]	PNEK09278D
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturer and Supplier of Gases, Bulk Cryogenic Liquid.
No. of Employees :	100 (Approximately) (In Office + In Factory)

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 750000
Status :	Satisfactory
Payment Behaviour :	Usually Correct
Litigation :	Clear
Comments :	Subject is a subsidiary of ‘Matheson Tri-Gas Inc. USA.’ It is an established company having a satisfactory track record. The company has achieved better growth in its turnover and profits during 2012. Trade relations are reported as decent. Business is active. Payment terms are usually correct and as per commitment. The company can be considered 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.

RBI DEFAULTERS’ LIST STATUS

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

EPF (Employee Provident Fund) DEFAULTERS’ 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.

INFORMATION PARTED BY

Name :	Mr. Aman Shaikh
Designation :	Senior Manager
Contact No.:	91-2135-667750
Date :	23.04.2013

LOCATIONS

Registered Office / Factory :	Gat No. 245,6,7,9 Kharabwadi, Chakan Talegaon Road, Chakan, Pune – 410501, Maharashtra, India
Tel. No.:	91-2135-667700 / 667750
Mobile No.:	91-9225608606 (Mr. Aman Shaikh)
Fax No.:	91-2135-667711
E-Mail :	ashaikh@mathesonkair.com kiran@k-airgas.com aurshaikh@rediffmail.com
Website :	www.mathesonkair.com
Location :	Owned

DIRECTORS

AS ON 28.09.2012

Name :	Mr. Kiran Indrabhan Karnawat
Designation :	Director
Address :	Flat No 6, Woodside Villa, Anand Park, Aundh, Pune, 411007, Maharashtra, India
Date of Birth/Age :	27.05.1971
Date of Appointment :	05.11.2009
DIN No.:	00789468
Name :	Mr. Deepak Indrabhan Karnawat
Designation :	Director
Address :	3712 Nandanvan Apartment, Burudgaon Road, Ahmednagar, 414001, Maharashtra, India
Date of Birth/Age :	12.09.1965
Date of Appointment :	05.11.2009
DIN No.:	02350146
Name :	Jose Rui Souto Machado
Designation :	Director
Address :	6522 Korematsu CT, San Jose Ca, San Jose, 95120, United States Of America
Date of Birth/Age :	28.09.1952
Date of Appointment :	11.03.2010
DIN No.:	02927597
Name :	Mr. Philip Steven Kornbluth
Designation :	Director
Address :	5 Benner CT, Bridgewater, NJ, 088072642, United States Of America
Date of Birth/Age :	25.07.1955
Date of Appointment :	11.03.2010
DIN No.:	02927639
Name :	Mr. John Crouch Bigham Iv
Designation :	Director
Address :	112 Center Ave, Chatham, Nj, 079282643, United States Of America
Date of Birth/Age :	10.05.1973
Date of Appointment :	11.03.2010
DIN No.:	02927668
Name :	Mr. Alpesh Harshadbhai Shah
Designation :	Alternate director
Address :	221a Bedok Central, 07- 64, Singapore, 460221
Date of Birth/Age :	23.10.1966
Date of Appointment :	11.01.2011
DIN No.:	03432346

KEY EXECUTIVES

Name :	Mr. Aman Shaikh
Designation :	Senior Manager

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 28.09.2012

Names of Equity Shareholders	No. of Shares
Kiran Indrabhan Karnawat	4763
Deepak Indrabhan Karnawat	3175
Matheson Tri-Gas Inc., United States of America.	8262
TOTAL	16200

Names of Preferences Shareholders	No. of Shares
Kiran Indrabhan Karnawat	412
Deepak Indrabhan Karnawat	274
Matheson Tri-Gas Inc., United States of America.	16000714
TOTAL	16001400

AS ON 28.09.2012

Equity Shares Break Up	Percentage of Holding
Foreign holdings( Foreign institutional investor(s), Foreign companie(s) Foreign financial institution(s), Non-resident Indian(s) or Overseas Corporate bodies or Others	51.00
Directors or relatives of Directors	49.00
TOTAL	100.00

BUSINESS DETAILS

Line of Business :	Manufacturer and Supplier of Gases, Bulk Cryogenic Liquid.
Exports :
Products :	· Gases · Bulk Cryogenic Liquid
Countries :	Gulf Countries
Imports :
Products :	Raw Material
Countries :	USA
Terms :
Selling :	L/C, Cash, Credit
Purchasing :	L/C, Cash, Credit

GENERAL INFORMATION

Customers :

Wholesalers, Retailers and End Users

No. of Employees :

100 (Approximately) (In Office + In Factory)

Bankers :

· State Bank of India, 1548/A, Commercial Brach, Sadashiv Peth, Tilak Road, Pune - 411030, Maharashtra, India

· Mizuho Corporate Bank Limited

Facilities :

Secured Loan

Rs. In Millions

31.03.2012

Rs. In Millions

31.03.2011

Long Term Borrowings

Term Loans

From Mizuho Corporate Bank Limited

93.167

37.630

Commercial Vehicles Loans

9.201

0.000

Cash Credit From

0

From Mizuho Corporate Bank Limited

173.648

68.310

TOTAL

276.016

105.940

NOTES

Long Term Borrowings

Details of repayment of Term Loans

Lender	Terms of Repayment
Mizuho Corporate Bank Limited, INR 130 Millions	Term Loans carries interest @9.4% p.a. Repayable on 60 Monthly installments of Rs. 2.166 Millions including interest amount. Remaining Installments are No. 65

1. Term loans was secured against first charge on equipment acquired out of term loans, industrial plant and building located at Aurangabad, Chakan and Pune and hypothecation of entire fixed assets of the excluding vehicles by State Bank of India, Commercial Branch, Tilak Road, Pune.

2. Term Loan also includes commercial vehicles loans obtained against first charge on commercial vehicles used for procurement and distribution of gases.

3. Fund and Non Fund Based facility from Mizuho Corporate Bank Limited,

The fund and non fund based facility of Mizuho Corporate Bank Limited is covered by letter of Guarantee of M/s Matheson Tri-Gas Inc, USA with an obligation support charges on 0.2% per year against the outstanding balances. Similarly MTG has obtained reimbursement agreement from Indian Partners for the 49% of their share.

Short Term Borrowings

Cash credit includes working capital bridge loan taken from Mizuho Corporate Bank Limited of Rs. 83.848 Millions for setup of ASU project at Chakan MIDC, Phase II interest rate at 8.85% p.a.

Banking Relations :	--
Auditors :
Name :	Kirtane and Pandit Chartered Accountants Chartered Accountants
Address :	Sangati 73/2/2 Bhakti Marg, IFF Law College Road, Pune – 411004, Maharashtra, India
PAN No.:	AACFK3469M
Holding Company :	Matheson Tri-Gas Inc.
Related Parties :	· K-Air Specialty Gases Private Limited · Tri Gases Private Limited

CAPITAL STRUCTURE

AS ON 31.03.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
1995000	Equity Shares	Rs.10/- each	Rs. 19.950 Millions
5000	Compulsory Convertible Preference Shares	Rs.10/- each	Rs. 0.050 Million
	TOTAL		Rs. 20.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
16200	Equity Shares	Rs.10/- each	Rs. 0.162 Million
1400	Compulsory Convertible Preference Shares	Rs.10/- each	Rs. 0.014 Million
	Total		Rs. 0.176 Million

AS ON 28.09.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
1995000	Equity Shares	Rs.10/- each	Rs. 19.950 Million
16005000	Compulsory Convertible Preference Shares	Rs.10/- each	Rs. 160.050 Millions
	TOTAL		Rs. 180.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
16200	Equity Shares	Rs.10/- each	Rs. 0.162 Million
16001400	Compulsory Convertible Preference Shares	Rs.10/- each	Rs. 160.014 Millions
	Total		Rs. 160.176 Million

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		0.176	0.162	0.162
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		187.846	174.858	181.478
4] (Accumulated Losses)		0.000	0.000	(9.212)
NETWORTH		188.022	175.020	172.428
LOAN FUNDS
1] Secured Loans		276.016	105.940	105.096
2] Unsecured Loans		0.000	19.697	19.674
TOTAL BORROWING		276.016	125.637	124.770
DEFERRED TAX LIABILITIES		0.000	6.666	7.240
TOTAL		464.038	307.323	304.438
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		292.020	221.581	204.811
Capital work-in-progress		45.532	0.585	0.000
INVESTMENT		6.502	6.502	0.002
DEFERREX TAX ASSETS		15.338	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	21.495	16.907	27.903
	Sundry Debtors	110.951	108.003	86.619
	Cash & Bank Balances	44.471	5.156	5.644
	Other Current Assets	2.370	1.709	0.000
	Loans & Advances	59.979	44.187	49.166
Total Current Assets		239.266	175.962	169.332
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	77.372	38.873	53.364
	Other Current Liabilities	52.851	56.741	16.343
	Provisions	4.397	1.693	0.000
Total Current Liabilities		134.620	97.307	69.707
Net Current Assets		104.646	78.655	99.625
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		464.038	307.323	304.438

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2012	31.03.2011
	SALES
		Income	497.734	407.027
		Other Income	NA	NA
		TOTAL	NA	NA
Less	EXPENSES
		Office Expenses	NA	NA
		Administrative Expenses
		Advertising Expenses
		TOTAL	NA	NA
	PROFIT / (LOSS) BEFORE TAX		NA	NA
Less	TAX		NA	NA
	PROFIT / (LOSS) AFTER TAX		5.569	2.593
	BALANCE CARRIED TO THE B/S		5.569	2.593
	EXPORT VALUE		23.681	39.598
	IMPORTS VALUE		167.431	100.685
	Earnings Per Share (Rs.)		343.76	160.08

Particulars	31.03.2013
Sales Turnover (Approximately)	815.100

The above information has been parted by Mr. Aman Shaikh.

KEY RATIOS

PARTICULARS	31.03.2012	31.03.2011	31.03.2010
Debt Equity Ratio (Total Debt /Networth)	1.47	0.72	0.72
Current Ratio (Current Asset/Current Liability)	1.78	1.81	2.43

LOCAL AGENCY FURTHER INFORMATION

Sr. No.	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	Yes
9]	Name of person contacted	Yes
10]	Designation of contact person	Yes
11]	Turnover of firm for last two years	Yes
12]	Profitability for last two 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	Yes
20]	Export / Import details (if applicable)	Yes
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	Yes
31]	Date of Birth of Proprietor/Partner/Director, if available	Yes
32]	PAN of Proprietor/Partner/Director, if available	No
33]	Voter ID No of Proprietor/Partner/Director, if available	No
34]	External Agency Rating, if available	No

Unsecured Loan	Rs. In Millions 31.03.2012	Rs. In Millions 31.03.2011
Borrowings from Related Parties	0.000	19.697
TOTAL	0.000	19.697

SUNDRY CREDITORS DETAILS

(Rs. In Millions)

Particulars	31.03.2011	31.03.2010	31.03.2009
Sundry Creditors	77.372	38.873	53.364
TOTAL	77.372	38.873	53.364

OPERATIONAL REVIEW

The company continues the activity of supplying of specialty gases, pure gases. It has successfully catered to the industries such as refineries, pharmaceuticals, metal fabrication, steel etc. The company became one of the emerging suppliers of specialty and industrial gases. It has created its position in niche market segment owing to wide portfolio of gases and services to its customers.

The company is a subsidiary of Matheson Tri-Gas Inc. USA. Matheson Tri-Gas Inc, USA holds 51 percent paid-up equity share capital in the company.

During the company achieved a turnover of Rs. 497.734 millions as against the turnover of Rs. 407.027 millions during the previous year, which means the company showed an increase of 22.29% in the turnover. As a result the showed increase as compared to last year.

Looking at the present market scenario, the company expects better performance in the upcoming year.

FIXED ASSETS

· Leasehold Property

· Building

· Plant and Machinery

· Cylinders

· Electro Installation and Fittings

· Furniture and Fixtures

· Office Equipments

· Computer

· Motor Vehicles

CMT REPORT (Corruption, Money Laundering & Terrorism]

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

1] INFORMATION ON DESIGNATED PARTY

No 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 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. 54.29
UK Pound	1	Rs. 82.87
Euro	1	Rs. 70.80

INFORMATION DETAILS

Information Gathered by :	PDT
Report Prepared by :	DPT

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	3
PAID-UP CAPITAL	1~10	4
OPERATING SCALE	1~10	6
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	6
--PROFITABILIRY	1~10	5
--LIQUIDITY	1~10	5
--LEVERAGE	1~10	6
--RESERVES	1~10	6
--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	NO
--OTHER MERIT FACTORS	YES/NO	YES
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
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.