MIRA INFORM REPORT

Report Date :

30.04.2013

IDENTIFICATION DETAILS

Name :	SHAPOORJI PALLONJI INFRASTRUCTURE CAPITAL COMPANY LIMITED
Registered Office :	70 Nagindad Master Road, Fort, Mumbai – 400023, Maharashtra
Country :	India
Financials (as on) :	31.03.2012 (Profit and Loss Account)
Date of Incorporation :	09.06.1997
Com. Reg. No.:	11-108596
Capital Investment / Paid-up Capital :	Rs. 3133.100 Millions (As on 31.03.2011)
CIN No.: [Company Identification No.]	U65990MH1997PLC108596
PAN No.: [Permanent Account No.]	AABCS4370B
Legal Form :	A Closely Held Public Limited Liability Company
Line of Business :	Repairs and Maintenance of Commercial and Industrial Machineries. The company is setting up various infrastructure projects under various sectors like roads, power mines and port.
No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

Ba (54)

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

Maximum Credit Limit :	USD 10000000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a 100 percent subsidiary of ‘Shapoorji Pallonji and Company Limited’. It is a well-established and a reputed company having a fine track record. The Balance Sheet of 2012 is not available. It has achieved better revenue and profits during 2012. It receives better operational and financial support from its holding company. Trade relations are reported as decent. Business is active. Payment terms are regular and as per commitment. The company can be considered good 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.

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

Rating Agency Name	ICRA
Rating	Commercial Paper Programme: A1+ (SO)
Rating Explanation	Very strong degree of safety and lowest credit risk.
Date	August, 2012

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.

LOCATIONS

Registered Office :	70 Nagindad Master Road, Fort, Mumbai – 400023, Maharashtra, India
Tel. No.:	91-22-67490466
Fax No.:	Not Available
E-Mail :	yashesh.bhatt@shapoorji.com

DIRECTORS

As on: 27.09.2012

Name :	Mr. Shapoor Pallonji Mistry
Designation :	Director
Address :	Sterling Bay, 103 Walkeshwar Road, Mumbai – 400006, Maharashtra, India
Date of Birth/Age :	06.09.1964
Qualification :	BE
Date of Appointment :	06.11.1997
DIN No.:	00010114
Name :	Mr. Mukundan Srinivasan
Designation :	Managing Director
Address :	B-1404, A and B, Florentine, Co-Operative Housing Society, Hiranandnani Gardens, Powai, Mumbai – 400076, Maharashtra, India
Date of Birth/Age :	29.10.1956
Qualification :	BE, MFM
Date of Appointment :	12.06.2009
DIN No.:	00276429
Name :	Mr. Mohan Salamatrai Hingorani
Designation :	Director
Address :	601, Ram Laxmi Niwas, 16^th Road, Plot 527A, Khar (West), Mumbai – 400025, Maharashtra, India
Date of Birth/Age :	19.06.1937
Qualification :	BE
Date of Appointment :	28.03.2007
DIN No.:	00021284
Name :	Mr. Mohan Dass Saini
Designation :	Additional Director
Address :	502, Crescent Height, Off Forjet, St, Opposite Bhatia Hospital, Tardeo, Mumbai – 400034, Maharashtra, India
Date of Birth/Age :	04.08.1954
Date of Appointment :	27.09.2012
DIN No.:	05260237
Name :	Mr. Jai Laxmikant Mavani
Designation :	Additional Director
Address :	G-401, Royal Classic, Next to Fame Adlabs, New Link Road, Andheri (West), Mumbai – 400058, Maharashtra, India
Date of Birth/Age :	04.09.1971
Date of Appointment :	27.09.2012
DIN No.:	05260191
Name :	Mr. Rajesh Premchand Agarwal
Designation :	Additional Director
Address :	2402, Lodha Grandeur Building, Opposite Parel Station Depot, Mumbai – 400025, Maharashtra, India
Date of Birth/Age :	07.12.1969
Date of Appointment :	27.09.2012
DIN No.:	01176688
Name :	Mr. Umesh Narain Khanna
Designation :	Additional Director
Address :	A-67, Takshila Apartments, 57 IP Extension, Delhi – 110092, India
Date of Birth/Age :	08.07.1957
Date of Appointment :	27.09.2012
DIN No.:	03634361
Name :	Mr. Rajeev Aggarwal
Designation :	Additional Director
Address :	S-52, South Anarkali, Krishna Nagar, Delhi – 110051, India
Date of Birth/Age :	30.06.1965
Date of Appointment :	27.09.2012
DIN No.:	02907716
Name :	Mr. Kuppuswamy Subramania Iyer
Designation :	Director
Address :	52, Praneet 234, J. Palkar Road, Worli, Mumbai – 400025, Maharashtra, India
Date of Birth/Age :	17.09.1950
Qualification :	MBA
Date of Appointment :	28.03.2007
DIN No.:	00058836

KEY EXECUTIVES

Name :	Mr. Yashesh Pankaj Bhatt
Designation :	Secretary
Address :	403, Tirupati Appartments, Akurli Cross Road, Kandivali (East), Mumbai – 400101, Maharashtra, India
Date of Birth/Age :	29.07.1982
Date of Appointment :	01.10.2010
PAN No.:	AFLPB5264R

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on: 27.09.2012

Names of Shareholders	No. of Shares
Shapoorji Pallonji and Company Limited	366109940
Mukundan Srinvasan Jointly with Shapoorji Pallonji and Company Limited	10
Mahesh Tahilyani jointly with Shapoorji Pallonji and Company Limited	10
F.K. Bhathena jointly with Shapoorji Pallonji and Company Limited	10
Jimmy Jehnagir Parakh jointly with Shapoorji Pallonji and Company Limited	10
Roshen M. Nentin jointly with Shapoorji Pallonji and Company Limited	10
Adil Khambata jointly with Shapoorji Pallonji and Company Limited	10
Total	366110000

Equity Share Break up (Percentage of Total Equity)

As on: 27.09.2012

Category	Percentage
Bodies corporate	100.00
Total	100.00

BUSINESS DETAILS

Line of Business :

Repairs and Maintenance of Commercial and Industrial Machineries. The company is setting up various infrastructure projects under various sectors like roads, power mines and port.

GENERAL INFORMATION

No. of Employees :	Not Available
Bankers :	Not Available

Banking Relations :	--
Auditors :
Name :	Kalyaniwalla and Mistry Chartered Accountant
Address :	Kalpatru Heritage,127 Mahatma Gandhi Road, Mumbai – 400001, Maharashtra, India
PAN.:	AAAFK7554R
Holding Company : As on: 31.03.2011	Shapoorji Pallonji and Amp Company Limited
Subsidiaries : As on: 31.03.2011	Hermes Commerce Limted, (formerly known as Afcons Dreging and amp; Marine Services Limted,) CIN No.: U51900MH1986PLC038746 Renaissance Commerce Private Limted, (formerly known as Afcons BOT Constructions Private Limted) CIN No.: U45209MH1987PTC04378 Cama Properties Private Limted CIN No.: U65993MH1998PTC113592 SP Simar Infrastructure Zone Private Limted Shapoorji Pallonji Samalpatti Operator Services Private Limted (formerly known as Covanta Samalpatti Operating Private Limted). CIN No.: U40102MH1999PTC218729 Simar Energy (Gujarat) Private Limted CIN No.: U40100GJ2008PTC054923 Shapoorji Pallonji Cement (Gujarat) Private Limted CIN No.: U26941GJ2008PTC054061 Shapoorji Pallonji Infrastructure (Gujarat) Private Limted CIN No.: U45201GJ2008PTC054063 Shapoorji Pallonji Industrial Park Private Limted CIN No.: U45209GJ2008PTC054828 Shapoorji Pallonji Roads Private Limted CIN No.: U45203MH2010PTC202625 Shapoorji Pallonji Power Projects Private Limted CIN No.: U40103MH2010PTC202791 Shapoorji Pallonji Solar Thermal Private Limted Shapoorji Pallonji Solar PV Private Limted CIN No.: U40300MH2010PTC202812 SP Ports Private Limted. CIN No.: U45400MH2010PTC204065 Samalpatti Power Company Private Limted SP Jammu Udhampur Highway Private Limted
Fellow Subsidiaries : As on: 31.03.2011	Simar Port Private Limited Shapoorji Pallonji Energy (Gujarat) Private Limted Universal Mine Developers and amp; Service Providers Private Limted SP Biofuel Ventures Private Limted
Associates : As on: 31.03.2011	Trichy Tollway Private Limted

CAPITAL STRUCTURE

As on: 27.09.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
399880000	Equity Shares	Rs.10/- each	Rs. 3998.800 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
366110000	Equity Shares	Rs.10/- each	Rs. 3661.100 Millions

As on: 31.03.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
400000000	Equity Shares	Rs.10/- each	Rs. 4000.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
313310000	Equity Shares	Rs.10/- each	Rs. 3133.100 Millions

After: 27.09.2012

Authorised Capital : Rs. 4002.700 Millions

Issued, Subscribed & Paid-up Capital : Rs. Rs. 3661.100 Millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2011	31.03.2010
SHAREHOLDERS FUNDS
1] Share Capital		3133.100	196.100
2] Share Application Money		0.000	0.000
3] Reserves & Surplus		34.875	34.875
4] (Accumulated Losses)		(116.295)	(18.389)
NETWORTH		3051.680	212.586
LOAN FUNDS
1] Secured Loans		0.000	0.000
2] Unsecured Loans		503.500	719.096
TOTAL BORROWING		503.500	719.096
DEFERRED TAX LIABILITIES		0.000	0.000
TOTAL		3555.180	931.682
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		3.699	0.260
Capital work-in-progress		0.000	0.000
INVESTMENT		1300.891	934.166
DEFERREX TAX ASSETS		0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	0.000	0.000
	Sundry Debtors	0.000	0.000
	Cash & Bank Balances	1.823	0.327
	Other Current Assets	0.000	0.045
	Loans & Advances	2252.459	0.248
Total Current Assets		2254.282	0.620
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	0.119	0.065
	Other Current Liabilities	3.573	3.299
	Provisions	0.000	0.000
Total Current Liabilities		3.692	3.364
Net Current Assets		2250.590	(2.744)
MISCELLANEOUS EXPENSES		0.000	0.000
TOTAL		3555.180	931.682

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2012	31.03.2011	31.03.2010
	SALES
		Income	333.646	0.000	0.000
		Other Income	46.537	10.049	43.136
		TOTAL (A)	380.183	10.049	43.136
Less	EXPENSES
		Employee benefit expense	51.245	12.526	2.761
		Administrative selling other expenses	0.000	0.000	4.761
		Other expenses	147.624	29.468	0.000
		TOTAL (B)	198.869	41.994	7.522
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		181.314	(31.945)	35.614
Less	FINANCIAL EXPENSES (D)		70.359	65.547	88.556
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		110.955	(97.492)	(52.942)
Less/ Add	DEPRECIATION/ AMORTISATION (F)		1.885	0.316	0.091
	PROFIT/ (LOSS) BEFORE TAX (E-F) (G)		109.070	(97.808)	(53.033)
Less	TAX (H)		22.509	0.098	(0.993)
	PROFIT/ (LOSS) AFTER TAX (G-H) (I)		86.561	(97.906)	(52.040)
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		(116.295)	(18.389)	33.651
	BALANCE CARRIED TO THE B/S		(29.734)	(116.295)	(18.389)
	IMPORTS
		Service materials and components	11.518	0.000	NA
	TOTAL IMPORTS		11.518	0.000	NA
	Earnings Per Share (Rs.)		NA	(0.31)	(2.65)

KEY RATIOS

PARTICULARS		31.03.2012	31.03.2011	31.03.2010
PAT / Total Income	(%)	22.77	(974.28)	(120.64)
Net Profit Margin (PBT/Sales)	(%)	32.69	0.00	0.00
Return on Total Assets (PBT/Total Assets}	(%)	NA	(4.33)	(6026.48)
Return on Investment (ROI) (PBT/Networth)		NA	(0.03)	(0.25)
Debt Equity Ratio (Total Debt /Networth)		NA	0.16	3.38
Current Ratio (Current Asset/Current Liability)		NA	610.58	0.18

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	No
9]	Name of person contacted	No
10]	Designation of contact person	No
11]	Turnover of firm for last three years	Yes
12]	Profitability for last three years	Yes
13]	Reasons for variation <> 20%	----------------------
14]	Estimation for coming financial year	No
15]	Capital in the business	Yes
16]	Details of sister concerns	Yes
17]	Major suppliers	No
18]	Major customers	No
19]	Payments terms	No
20]	Export / Import details (if applicable)	No
21]	Market information	----------------------
22]	Litigations that the firm / promoter involved in	----------------------
23]	Banking Details	No
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	Yes

UNSECURED LOAN

(Rs in Millions)

Particular	As on 31.03.2011
Rupee term loans financial institutions unsecured	480.000
Working capital loans others	23.500
Total	503.500

FIXED ASSETS

• Building
• Factory Building
• Plant and Machinery
• Office Equipments
• Computer Equipments
• Furniture and Fixtures
• 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. 54.28
UK Pound	1	Rs. 84.23
Euro	1	Rs. 70.90

INFORMATION DETAILS

Report Prepared by :

UDS

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	4
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	6
--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	NO
--OTHER MERIT FACTORS	YES/NO	YES
--DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		54

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.