MIRA INFORM REPORT

Report Date :

27.08.2013

IDENTIFICATION DETAILS

Name :	V GUARD INDUSTRIES LIMITED
Registered Office :	33/2905, F, Vennala High School Road, Vennala, Ernakulam-682028, Kerala
Country :	India
Financials (as on) :	31.03.2013
Date of Incorporation :	12.02.1996
Com. Reg. No.:	09-010010
Capital Investment / Paid-up Capital :	Rs.298.475 Millions
CIN No.: [Company Identification No.]	L31200KL1996PLC010010
Legal Form :	A Public Limited Liability Company. The Company’s Shares are Listed on the Stock Exchanges.
Line of Business :	Manufacturing, Trading and Selling of a wide range of products including Voltage Stabilizers, PVC Cables, Pumps and Motors, Electric Water Heaters, Digital UPS, Fans, L.T. Cable, UPS, Solar Water Heaters, Switchgears and Induction Cooktops.
No. of Employees :	1599 [Approximately]

RATING & COMMENTS

MIRA’s Rating :

A (58)

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 10450000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is an established company having good track record. Financial position of the company appears to be strong and healthy. Trade relations are fair. Business is active. Payment terms are regular and as per commitments. 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.

ECGC Country Risk Classification List – March 31^st, 2013

Country Name	Previous Rating (31.12.2012)	Current Rating (31.03.2013)
India	A1	A1

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

INDIAN ECONOMIC OVERVIEW

We are living in a world where volatility and uncertainty have become the New Normal. We saw a change of government in countries like Tunisia, Egypt, Libya and Vietnam. Once powerful countries in Europe are now fighting for bankruptcy. We have taken growth in the developing part of the world for granted but economic growth in China and India has begun to slow. Companies that were synonymous with their product categories just a few years ago are now no longer in existence. Kodak, the inventor of the digital camera had to wind up its operations, HMV, the British entertainment retailing company and Borders, once the second largest bookstore have shut down due to their inability to evolve their business models with the changing time. Readers’ Digest, Thomson Register are no more !

There is another megatrend happening. The World order is changing as economic power shifts from West to East. According to McKinsey study, it took Britain more than 100 years to double its economic output per person during its industrial revolution and the US later took more than 50 years to do the same. More than a century later, China and India have doubled their GDP per capital in 12 and 18 years respectively. By 2020, emerging Asia will become the world’s largest consuming block, overtaking North America.

The years after the outbreak of the global financial crisis, the world economy continues to remain fragile. The Indian economy demonstrated remarkable resilience in the initial years of the contagion but finally lost ground last year. GDP growth slowed down. Currency has been weakening. There is a marked deceleration in agriculture, industry and services. Dampening sentiment led to a cut-back in investment as well as private consumption expenditure.  Inflation remained at high levels fuelled by the pressure from the food and fuel sectors. The large fiscal and current account deficit s continued to cause grave concern. It is imperative that India regains its growth trajectory of 8-9 % sooner than later. This is crucially important given the need to create gainful livelihood opportunities for the millions living in poverty as also the large contingent of young people joining the job market every year.

EXTERNAL AGENCY RATING

Rating Agency Name	ICRA
Rating	A+ [Term Loan]
Rating Explanation	Adequate credit quality and average credit risk.
Date	14.01.2013

Rating Agency Name	ICRA
Rating	A+ [Term Loan]
Rating Explanation	Adequate credit quality and average credit risk.
Date	14.01.2013

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 / Corporate Office :	33/2905, F, Vennala High School Road, Vennala, Ernakulam-682028, Kerala, India
Tel. No.:	91-484-3005602 / 3005000
Fax No.:	91-484-3005100
E-Mail :	jacob@vguard.in mail@vguard.in secretarial@vguard.in
Website :	http://www.vguard.in
Administrative Office :	Plot No. 16-C, Kumbalgodu, 1^st Phase, KIADB Industrial Area, Bangalore-560074, Karnataka, India
Tel. No.:	91-80-28437531 / 26986000
Fax No.:	91-80-28437532
E-Mail :	blr@vguard.in
Manufacturing Unit :	Cable/Solar Division: K G Chvadi, Coimbatore-641105, Tamilnadu, India Tel No.: 91-422-2656302 Fax No.: 91-422-2656301 Email: cab@vguard.in Electro Mechanical Works 2/113, Karayampalayam Road, Mylampatti Post, Coimbatore-641062, Tamilnadu, India Tel No.: 91-422-2626211 / 2626212 Fax No.: 91-422-2626212 Email: pumpsdivisioncbe@vguard.in 6^th KM Stone, Moradabad Road, Village Basai, Khasra No. 86, Kashipur District, Udhamsingh Nagar, Kashipur-244713, Uttarakhand, India Tel No.: 91-5947-260701 / 272008 Fax No.: 91-5947-260701 Email: ksprab@vguard.in Water Heater & Fan Division Village Bankebada, P.O. Moginand, Near Moginand Government School, Tehsil Nahan, District Sirmour-173030, Himachal Pradesh, India Tel No.: 91-1702-321841 Fax No.: 91-1702-238415 Solar Water Heater Division KK 12,13,14,15, SIPCOT Industrial Growth Centre, Perundurai, Erode-638052 District, Tamilnadu, India
South Zone / Godown / Services and Accounts Office :	Located At: Dharwad Hubli Bhubaneshwar Bangalore
North East Zone :	Located At: Kolkata Dehradun Chennai Coimbatore Hyderabad Vijaywada New Delhi Gurgaon Ghaziabad Guwahati
West Zone :	Located At: Jaipur Nagpur Thane Mumbai Pune New Delhi Gurgaon
East Zone :	Located At: Ranchi Raipur Ahmedabad

DIRECTORS

AS ON 31.03.2013

Name :	Mr. Kochouseph Chittilappilly
Designation :	Chairman
Name :	Mr. Cherian N Punnoose
Designation :	Vice Chairman
Name :	Mr. Mithun K Chittilappilly
Designation :	Managing Director
Name :	Mr. Ramachandran V
Designation :	Director
Name :	Mr. C J George
Designation :	Director
Name :	Mr. A K Nair
Designation :	Director

KEY EXECUTIVES

Name :	Mr. A Jacob Kuruvilla
Designation :	Chief Financial Officer
Name :	Smt. Jayasree K
Designation :	Company Secretary
AUDIT COMMITTEE:
Name :	Mr. Cherian N Punnoose Chairman Mr. Mithun K Chittilappilly Member Mr. C J George Member Mr. A K Nair Member
COMPENSATION COMMITTEE:
Name :	Mr. C J George Chairman Mr. Cherian N Punnoose Member Mr. A K Nair Member Mr. Kochouseph Chittilappilly Member
SHAREHOLDERS GRIEVANCE/TRANSFER COMMITTEE
Name :	Mr. C J George Chairman Mr. Cherian N Punnoose Member Mr. Mithun K Chittilappilly Member

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 30.06.2013

Category of Shareholder	Total No. of Shares	Total Shareholding as a % of Total No. of Shares
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Individuals / Hindu Undivided Family	10686845	35.80
Any Others (Specify)	8862609	29.69
Promoter Group	8862609	29.69
Sub Total	19549454	65.50
(2) Foreign
Total shareholding of Promoter and Promoter Group (A)	19549454	65.50
(B) Public Shareholding
(1) Institutions
Mutual Funds / UTI	1046844	3.51
Financial Institutions / Banks	9791	0.03
Foreign Institutional Investors	4339054	14.54
Sub Total	5395689	18.08
(2) Non-Institutions
Bodies Corporate	344699	1.15
Individuals
Individual shareholders holding nominal share capital up to Rs.0.100 Million	2984855	10.00
Individual shareholders holding nominal share capital in excess of Rs.0.100 Million	1186292	3.97
Any Others (Specify)	386531	1.30
Clearing Members	23061	0.08
Market Maker	2584	0.01
Non Resident Indians	319105	1.07
Trusts	41781	0.14
Sub Total	4902377	16.42
Total Public shareholding (B)	10298066	34.50
Total (A)+(B)	29847520	100.00
(C) Shares held by Custodians and against which Depository Receipts have been issued	0	0.00
(1) Promoter and Promoter Group	0	0.00
(2) Public	0	0.00
Sub Total	0	0.00
Total (A)+(B)+(C)	29847520	0.00

BUSINESS DETAILS

Line of Business :

Manufacturing, Trading and Selling of a wide range of products including Voltage Stabilizers, PVC Cables, Pumps and Motors, Electric Water Heaters, Digital UPS, Fans, L.T. Cable, UPS, Solar Water Heaters, Switchgears and Induction Cooktops.

GENERAL INFORMATION

No. of Employees :

1599 [Approximately]

Bankers :

• State Bank of India
• HDFC Bank Limited
• The Federal Bank Limited
• Citi Bank
• Standard Chartered Bank
• The Dhanlaxmi Bank Limited
• State Bank of Travancore
• South Indian Bank Limited
• DBS Limited
• YES Bank Limited
• Axis Bank Limited

Facilities :

Secured Loan	As on 31.03.2013 [Rs. in Millions]	As on 31.03.2012 [Rs. in Millions]
Long Term Borrowings
Noncurrent term loans
From banks	318.654	194.499
From others	1.763	2.743
Current term loans
From banks	75.633	39.171
From others	0.973	3.001
Current maturities of long term borrowings	(76.606)	(42.172)
Short Term Borrowings
Loans from banks
Cash credit accounts	215.383	202.079
Working capital demand loan	550.000	500.000
TOTAL	1085.800	899.321
Unsecured Loan	As on 31.03.2013 [Rs. in Millions]	As on 31.03.2012 [Rs. in Millions]
Short Term Borrowings
Working capital demand loan	250.000	150.000
Commercial paper	238.531	0.000
TOTAL	488.531	150.000

Banking Relations :	--
Auditors :
Name :	S R Batliboi and Associates LLP Chartered Accountants
Other Related Parties :	Wonderla Holidays Limited (31st March 2012: Wonderla Holidays Private Limited) V-Star Creations Private Limited Veegaland Developers Private Limited K Chittilapilly Foundation Thomas Chittilapilly Trust

CAPITAL STRUCTURE

AS ON 31.03.2013

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
29847520	Equity Shares	Rs.10/- each	Rs.298.475 Millions

NOTES:

TERMS/RIGHTS ATTACHED TO EQUITY SHARES:

The Company has issued only one class of equity shares having a face value of Rs. 10 per share. Each holder of equity share 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 year ended 31 March 2013, the amount of per share dividend recommended for distribution to equity shareholders is Rs. 3.50 (31 March 2012: Rs. 3.50). In the event of liquidation of the Company, the equity share holders will be entitled to receive remaining assets of the Company, after settling the dues of preferential and other creditors as per priority. The distribution will be in proportion to the number of equity shares held by the shareholders.

DETAILS OF SHAREHOLDERS HOLDING MORE THAN 5% SHARES IN THE COMPANY:

CLASS OF SHARES/NAME OF SHAREHOLDERS	AS ON 31.03.2013
Equity shares with voting rights:	NO. OF SHARES HELD	% HOLDING IN THAT CLASS OF SHARES
Mr. Kochouseph Chittilappilly	7366518	24.68%
Ms. Sheela Kochouseph	3320327	11.12%
Mr. Arun K Chittilappilly	3969697	13.30%
Mr. Mithun K Chittilappilly	4830805	16.18%

As per of the Company, including its register of shareholders/members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownership of shares.

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.03.2013	31.03.2012	31.03.2011
I. EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	298.475	298.475	298.475
(b) Reserves & Surplus	2314.831	1807.900	1421.303
(c) Money received against share warrants	0.000	0.000	0.000
(2) Share Application money pending allotment	0.000	0.000	0.000
Total Shareholders’ Funds (1) + (2)	2613.306	2106.375	1719.778
(3) Non-Current Liabilities
(a) long-term borrowings	320.417	197.242	26.330
(b) Deferred tax liabilities (Net)	79.007	42.630	61.228
(c) Other long term liabilities	105.771	90.638	82.132
(d) long-term provisions	34.081	30.703	18.276
Total Non-current Liabilities (3)	539.276	361.213	187.966
(4) Current Liabilities
(a) Short term borrowings	1253.914	852.079	1349.349
(b) Trade payables	1629.348	962.016	526.334
(c) Other current liabilities	300.819	195.169	122.201
(d) Short-term provisions	211.969	213.975	144.159
Total Current Liabilities (4)	3396.050	2223.239	2142.043
TOTAL	6548.632	4690.827	4049.787
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	1313.185	1158.866	1086.010
(ii) Intangible Assets	68.918	71.620	51.731
(iii) Capital work-in-progress	73.601	102.567	14.489
(iv) Intangible assets under development	13.987	8.238	0.000
(b) Non-current Investments	0.000	0.000	0.000
(c) Deferred tax assets (net)	0.000	0.000	0.000
(d) Long-term Loan and Advances	117.847	47.931	31.165
(e) Other Non-current assets	1.113	0.040	0.000
Total Non-Current Assets	1588.651	1389.262	1183.395
(2) Current assets
(a) Current investments	0.000	0.000	0.000
(b) Inventories	2485.722	1574.209	1424.270
(c) Trade receivables	1987.986	1478.190	1230.702
(d) Cash and cash equivalents	149.667	33.654	71.006
(e) Short-term loans and advances	336.193	215.178	126.325
(f) Other current assets	0.413	0.334	14.089
Total Current Assets	4959.981	3301.565	2866.392
TOTAL	6548.632	4690.827	4049.787

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2013	31.03.2012	31.03.2011
	SALES
		Income	13602.145	9646.301	7266.222
		Other Income	36.221	23.522	17.083
		TOTAL (A)	13638.366	9669.823	7283.305
Less	EXPENSES
		Cost of materials consumed	4132.439	2873.765	2264.291
		Purchase of traded goods	6840.828	4271.125	3135.106
		Employee benefits expense	701.014	517.935	374.820
		Other expenses	1673.382	1173.894	1084.464
		(Increase) in inventories of finished goods, work- in-progress and traded goods	(844.872)	(125.797)	(322.812)
		Exceptional items	0.000	0.000	(36.361)
		TOTAL (B)	12502.791	8710.922	6499.508
Less	PROFIT / (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		1135.575	958.901	783.797
Less	FINANCIAL EXPENSES (D)		199.706	170.253	113.338
	PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		935.869	788.648	670.459
Less/ Add	DEPRECIATION/ AMORTISATION (F)		114.112	96.936	79.367
	PROFIT / (LOSS) BEFORE TAX (E-F) (G)		821.757	691.712	591.092
Less	TAX (H)		192.606	183.702	164.725
	PROFIT / (LOSS) AFTER TAX (G-H) (I)		629.151	508.010	426.367
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		964.553	647.956	393.002
Less	APPROPRIATIONS
		Transfer to General Reserve	70.000	70.000	50.000
		Proposed Dividend	104.466	104.466	104.466
		Tax on Proposed Dividend	17.754	16.947	16.947
	BALANCE CARRIED TO THE B/S		1401.484	964.553	647.956
	EARNINGS IN FOREIGN CURRENCY
		Export of goods calculated on FOB basis	1.130	0.968	0.225
	IMPORTS
		Raw Materials	58.817	40.710	26.646
		Components and Spare Parts	26.054	13.154	8.760
		Finished Goods	785.733	456.054	330.632
		Purchase of Fixed Assets	5.137	0.471	0.000
	TOTAL IMPORTS		875.741	510.389	366.038
	Earnings / (Loss) Per Share (Rs.)
	- Basic		21.08	17.02	13.30
	- Diluted		21.08	17.02	14.28

QUARTERLY RESULTS

PARTICULARS	30.06.2013
Type	1^st Quarter
Net Sales	4081.600
Total Expenditure	3772.200
PBIDT (Excl OI)	309.400
Other Income	11.000
Operating Profit	320.400
Interest	54.900
PBDT	265.500
Depreciation	28.700
Profit Before Tax	236.800
Tax	60.400
Profit After Tax	176.400
Net Profit	176.400

KEY RATIOS

PARTICULARS		31.03.2013	31.03.2012	31.03.2011
PAT / Total Income	(%)	4.61	5.25	5.85
Net Profit Margin (PBT/Sales)	(%)	6.04	7.17	8.13
Return on Total Assets (PBT/Total Assets}	(%)	12.72	15.10	14.65
Return on Investment (ROI) (PBT/Networth)		0.31	0.33	0.34
Debt Equity Ratio (Total Debt/Networth)		0.60	0.50	0.80
Current Ratio (Current Asset/Current Liability)		1.46	1.49	1.34

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	No
8]	No. of employees	Yes
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	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	No
31]	PAN of Proprietor/Partner/Director, if available	No
32]	Date of Birth 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

Profile

Client Industry	Electrical
Client's discipline	--

General

The growth of the client's industry is best described as:	Growing
Brief description of the services and/or goods the client provides to the marketplace:	Cables and Stabilizer Market
What is the legal structure of the client?	Parent Company with Subsidiary
What type of company is the client?	Public

Credit Rating

Client's debt tracked by a credit rating agency?	Yes
Name of credit rating agency:	ICRA
Credit rating class provided by credit rating agency:	Investment Grade
Client credit rating:	A+ / A1
Report on credit worthiness of client purchased from:	Not obtained

Client Financials

Does the client have a credit facility?	Yes
Do you have financial information on this client?	Yes
Credit facility type:	Secured/Unsecured
Amount of credit facility:	Secured :Rs. 1085.800 Millions Unsecured :Rs. 488.531 Millions
Currency of financial statements/data:	INR Millions
Annualized revenues:	Rs. 13602.145 Millions
Annualized COGS:	Rs. 4132.439 Millions
Annualized EBITDA:	Rs. 1135.575Millions
Annualized net income:	Rs. 629.151 Millions
Cash balance:	Rs.119.141 Millions
Marketable Securities balance:	-----
Accounts Receivable balance:	Rs. 1987.986 Millions
Current Assets balance:	Rs. 4959.981 Millions
Total assets balance:	Rs. 6548.632 Millions
Current Liabilities balance:	Rs. 3396.050 Millions
Long-Term Debt balance:	Rs. 320.417 Millions
Equity balance:	Rs. 2613.306 Millions
Net cash provided by operating activities:	Rs.105.231 Millions
Date of client's financial data populated:	31.03.2013
Financial information provided above audited?	Yes

INDEX OF CHARGES:

S. No.	Charge ID	Date of Charge Creation/Modification	Charge amount secured	Charge Holder	Address	Service Request Number (SRN)
1	10426450	28/03/2013	62,000,000.00	State Bank of Travancore	COMMERCIAL BRANCH, MALANKARA CENTRE, ERNAKULAM-682035, KERALA, INDIA	B75386052
2	10427405	27/03/2013	180,000,000.00	DBS Bank Ltd	806, ANNA SALAI, CHENNAI- 600002, TAMILNADU, IN DIA	B75705293
3	10356792	26/06/2013 *	500,000,000.00	Federal Bank Limited	FEDERAL TOWERS, MARINE DRIVE BRANCH, ERNAKULAM-682031, KERALA, INDIA	B82484551
4	10352940	20/03/2012	110,000,000.00	South Indian Bank Limited	P. B NO.2036, ELIAS CHAMBERS, NEAR SARITHA THEATRE, BANERJI ROAD, ERNAKULAM-682018, KERALA, INDIA	B38624888
5	10310453	28/05/2012 *	150,500,000.00	State Bank of Travancore	COMMERCIAL BRANCH, MALANKARA CENTRE, ERNAKULAM-682035, KERALA, INDIA	B43452127
6	10248095	10/09/2010	2,600,000.00	CISCO SYSTEMS CAPITAL (INDIA) PRIVATE LIMITED	2ND FLOOR, BRIGADE SOUTH PARADE, 10, M.G. ROAD, BANGALORE- 560001, KARNATAKA, INDIA	A97569644
7	10209686	11/12/2012 *	250,000,000.00	Citi Bank N.A.	PHOTOFAST HOUSE, DOOR NO. 38/1581,, M.G. ROAD, PAD MA JUNCTION, KOCHI- 682035, KERALA, INDIA	B66843798
8	10094251	24/04/2010 *	150,000,000.00	HDFC BANK LIMITED	HDFC BANK HOUSE, SENAPATI BAPAT MARG, LOWER PAREL WEST, MUMBAI- 400013, MAHARASHTRA, INDIA	A86958840
9	10028680	19/03/2012 *	290,000,000.00	Standard Chartered Bank	19, RAJAJI SALAI, CHENNAI- 600001, TAMILNADU, INDIA	B39310594
10	90024203	28/10/2004	50,000,000.00	SMALL INDUSTRIES DEVELOPMENT BANK OF INDIA	2ND FLOOR; MERCY ESTATE, RAVIPURAM; M.G. ROAD, KOCHI- 682015, KERALA, INDIA	-
* Date of charge modification

CORPORATE INFORMATION:

Subject is a public Company domiciled in India and incorporated under the provisions of the Companies Act, 1956. The Company is engaged in the manufacturing, trading and selling of a wide range of products including voltage stabilizers, PVC Cables, Pumps and Motors, Electric Water Heaters, Digital UPS, Fans, L.T. Cable, UPS, Solar Water Heaters, Switchgears and Induction Cooktops. Subject has its manufacturing facilities located at K.G. Chavady, Coimbatore, Tamilnadu; at Kashipur, Utharakhand; at Kala Amb, Himachal Pradesh and at SIPCOT Industrial growth center, Perundurai, Tamilnadu.

COMPANY’S PERFORMANCE:

During the financial year 2012-13, the Company achieved net revenue from operations of Rs. 13602.145 Millions, registering a growth of 41% over the net revenue from operations of Rs. 9646.301 Millions achieved during the previous year. The Profit After Tax for the year increased to Rs. 629.151 Millions from Rs. 508.010 Millions achieved during the previous year.

NEW PROJECTS:

Considering the strong demand for wires, The Directors decided to double the capacity at the Kashipur plant in Uttaranchal from 3.3 million coils per annum to 6.6 million coils per annum in two phases. The total cost estimated for the capacity expansion is Rs. 18 Cr. In the first phase, the capacity will be expanded to the tune of 1.8 million coils and production is expected to commence by July, 2013. The second phase of the expansion for the remaining 1.5 million coils is expected to complete by January, 2014. Construction of warehouse at Angamali was commenced during the year and the same is expected to complete by January, 2014. The other projects for the current financial year include construction of another central warehouse at Palakkad and a warehouse for solar water heater at Perundurai.

MANAGEMENT DISCUSSION AND ANALYSIS:

ECONOMIC REVIEW AND OUTLOOK

This has been a challenging year for the economy led by factors both domestic as well as global. The global economic slowdown has adversely affected the demand outlook for export dependent sectors. Simultaneously, depressed business sentiment, high interest rates as well as moderation in consumption demand led to weakness in the domestic drivers of the economy. As a result, both consumer and industrial growth remained weak through the year. However, recently, some key indicators are more encouraging and the decline appears to be bottoming out. Overall, the Indian economy is expected to grow above 6% in 2013-14 from 5% in 2012-13, as estimated by the Central Statistical Organization. This will be supported by the series of positive policy initiatives announced by the Government including liberalizing Foreign Direct Investment (FDI) in Retail, Aviation and other sectors, easing FII investment norms and rationalizing fuel and fertilizer subsidies. Measures have been taken to ensure faster regulatory clearances and to resolve fuel supply issues faced by the power sector in a time-bound manner. The Land Acquisition Bill has been cleared by the Cabinet and is expected to be tabled in Parliament shortly. This will

definitely aid green-field expansion. There are definite signs that headline WPI inflation is declining while non-food manufacturing inflation is closer to the comfort zone. With a more stable rupee and expectations of a normal monsoon, inflation may be expected to decline further in the coming months and create room for monetary policy to support growth. The road map for fiscal consolidation has been well laid out and the Government has shown its determination to contain the fiscal deficit. This will further restore macro-economic balance and attract investments and capital flows

The country’s long term prospects continue to be robust and the economy is expected to revert to its 8%+ growth trajectory. The fundamentals continue to be strong with a relatively young population which is expected to deliver productivity and generate significant savings and investment over the coming years. Such an improved investment climate and business environment, in addition to rapid urbanization is likely to expand demand for consumer durables in the medium to long run.

SECTOR OVERVIEW:

Last year’s economic slowdown coupled with high inflation and interest rates have affected buying sentiment, adversely impacting demand in the domestic consumer durables and household electrical goods sectors. Further, rupee depreciation has increased landed cost of imported components resulting in price hikes across several product categories. However, this slowdown is expected to be transitory in nature and the Indian market continues to deliver faster growth than most global counterparts. In addition, the Associated Chambers of Commerce and Industry (ASSOCHAM) has estimated that India’s consumer electronics and durables sector is likely to grow at a 17% CAGR between FY12-15 to Rs. 520 billion.

The consumer electronics sector continues to attract significant investments due to favorable dynamics of massive untapped demand potential, both rural and urban, and the country’s steadily growing young working population. Higher disposable incomes and greater accessibility to credit is expanding the consumer base, especially in the middle and upper segments of the population. Further, relaxation of tariffs and a liberalized, more favorable FDI environment is leading to improvement in the Indian market outlook and growth opportunities for those involved in it.

REVIEW OF OPERATIONS:

Subject continued its stellar growth trajectory, recording a topline growth of 41% in financial year 2013 to Rs. 136.021 Millions, which was broad-based across segments as well as geographies. Digital Home UPS, Pumps, Stabilizers and House Wiring Cables performed exceptionally well, contributing to 73% to total revenue. Revenues have almost doubled over the last three years, as they have consolidated their strong position in the South while foraying aggressively into non-South markets. Revenues from non-South markets have grown 58% over the last year and now contribute 25% to their total revenues, as compared to 5% in financial year 2008.

Aiming to become a strong pan India player, the Company has setup 28 branches across the country, making significant investments in establishing a strong network of 230 exclusive distributors (120 in non-South v/s 110 in South in FY13) supported by 200 service centres, over 15,000 retailers and 3,000 channel partners. Going forward, the Company intends to increase its revenue from its non-South branches by adding retailers under existing distributors, driving growth.

Aggressive advertising spends and sales promotions have created a strong equity and brand recall for the Company’s products across the country. They spent Rs. 580.000 Millions on advertising in financial year 2013, which was 4.27% of the year’s revenues. While the Company will continue to invest in a broad range of sales, marketing and promotional initiatives, their objective would also be to address holistically all opportunities that add sustainable value to the overall business. For instance, they are now focusing more on expanding visibility in non-South markets where their penetration and market shares are lower. The focus is to further improve brand visibility and create a stronger pull factor for the Company’s products, leading to expanding volumes, pricing power and sustainable long-term growth.

The Company has also made rapid strides on the working capital management front. The cash conversion cycle, measuring their working capital efficiencies, has improved from 104 days in financial year 2011 to 87 days in financial year 2012, and has reduced further to 81 days in financial year 2013. This can be attributed to vendor financing and bill discounting initiatives undertaken by the Company. The Company has also introduced channel financing to its distributors. They will continue to accelerate these initiatives to lower working capital and further improve capital and resource productivity.

• The turnover during the year stood at Rs. 13602.100 Millions, registering a growth of 41%

• Total expenditure for the year stood at Rs. 12780.400 Millions, up 43% over the preceeding year

• EBITDA stood at Rs. 1135.600 Millions, up 18%

• Profit Before Tax at Rs. 821.800 Millions registered a growth of 19%

• Profit After Tax for the year stood at Rs. 629.100 Millions, up 24%

• The EPS for the year has improved to Rs. 21.08 per share as compared to Rs. 17.02 per share last year

• The Net Worth of the Company as on 31st March, 2013 stood at Rs. 2613.300 Millions as compared to Rs. 2106.400 Millions as on 31st March, 2012

• The Return on Equity during financial year 2012 and 2013 stood at 24%

• The Return on Capital Employed in financial year 2013 was 23%

SEGMENT-WISE REVIEW:

VOLTAGE STABILIZERS:

This is V-Guard’s flagship product and continues to be one of the largest contributors to revenue and profitability of the Company. V-Guard enjoys dominant market share in this segment, with more than 20% share of the organized market. The voltage stabilizers segment grew 24% to Rs. 2380.000 Millions this year, supported by 13.39% increase in volumes. In terms of usage, AC stabilizers accounted for 31.17% of the sales, refrigerators accounted for 35.18% while the fast-growing LCD/LED segment accounted for 20.82%.

Stabilizer sales are directly related to the sale of white goods. Challenging macro economic conditions with tight liquidity and high inflationary conditions have impacted white goods Companies which are facing a marked slowdown in their volumes, thereby also affecting stabilizer sales. Despite this, the segment has witnessed good traction due to the increased penetration of the product in the non-South market, coupled with the introduction of differentiated models like stabilizers for washing machines and treadmills, supported by value engineering initiatives.

CRISIL expects white goods volume to grow at 14% over FY13E-15E which would be expected to expand sale of stabilizers. Going forward, the Company expects the non-South markets to drive future growth in this segment given the strong demand on account of poor quality power supply in many of these untapped regions. The Company has achieved moderate growth in the product category during this summer season.

HOUSE WIRING CABLES:

This is the largest product segment of the Company, contributing to 27% of revenues in financial year 2013. The segment has recorded a growth of 35% in financial year 2013 to Rs. 3730.000 Millions. This robust growth has been driven by increased brand penetration in the non-South markets and the strong residential and construction demand in Tier 2 and Tier 3 cities. They have also witnessed a marked improvement in the profitability of the product with both plants at Coimbatore and Kashipur operating at maximum capacity utilization, supported by efficient procurement of raw-material and various cost control measures introduced.

Given the strong demand for the product, V-Guard is presently doubling its capacity at the Kashipur plant in Uttaranchal from 3.3 million coils per annum to 6.6 million coils per annum in two phases, with 1.8 million coils expected to come on stream by July, 2013 and the balance of 1.5 million coils to go live by January, 2014. The capex required to setup this additional capacity would be to the tune of Rs. 180.000 Millions spread between financial year 2013 and 2014. In view of the anticipated volumes from these new capacities, the Company has stepped up its advertisement expenditure on cables from March, 2013, which should lead to higher pricing power and market share gains. The Company aspires to be ranked among the Top 3 players in the segment over the next 2-3 years.

LT CABLES:

Most of the sales in this segment are B2B in nature and are directly linked to the growth of allied industries like construction, power etc. Given the weak industrial sentiment prevailing at the moment, demand for LT cables is witnessing a slowdown. The Company clocked a turnover of Rs. 730.000 Millions during the year and registered a growth of 26% over the previous year. During the year, the Company has adopted several initiatives which have resulted in improved profitability in this segment. The Company has been focussing on positioning its LT cables portfolio in the premium segment by giving a push to higher margin variants, and targetting marquee names in the public as well as private sector to expand demand for this product. Going forward, the Company intends to increase capacity utilization at its plant to optimal levels, thereby augmenting margins further.

PUMPS AND MOTORS:

This is one of the established segments for V-Guard, contributing to over 18% of the revenue of the year. The Company has delivered a turnover of Rs. 2050.000 Millions for the year, representing growth of 40%. The sales were bolstered this year on account of a favorable summer season with depleting water tables and strong replacement demand by customers. V-Guard continues to enjoy premium pricing over competition in the Southern markets while discounts to dealers/distributors have been reduced in the non-South regions, as the Company has been able to gain market share from entrenched players.

Continued investments will be made in increasing brand awareness and visibility in the non-South markets. Cost optimization initiatives will be undertaken to reduce cost of product and improve profitability further.

FANS:

The Company launched fans in 2006 and has more than 30 models with variants of ceiling, pedestal, table, wall, ventilating and exhaust fans. During the year, the Company achieved a turnover of Rs. 800.000 Millions from the segment, registering a growth of 26% over the previous year, led by strong growth in ceiling fans models. In financial year 2013, 58% of revenues in this segment came from ceiling fans, 38% from pedestal and table fans and rest from other categories. Majority of the revenues are still accruing from the South regions and more investments are required in order to expand this segment.

The overall fan market is expected to witness sharp expansion going forward on the back of strong growth in the housing sector in the years to come. The focus for the Company will be on creating differentiated product models with attention on aesthetics and design. The Company is now concentrating more in the South and East, and expects to be profitable in this segment over the next two years.

ELECTRIC WATER HEATERS:

The Company recorded a remarkable growth of 33% from this segment in the year to Rs. 1100.000 Millions. The strong growth has come from the expansion into the non-South geographies where there is a strong demand for the product, especially in the northern states. Profitability of the product has improved due to better product mix and continuous re-engineering on technology. The Company continues to garner market share over its peers, by making significant investments in advertising and promotion for its products. Growth in this segment is expected to be maintained from the immersion and instant categories. The focus going forward will be on increasing the number of star-rated models and improving energy efficiency which will in turn help sustaining the growth momentum for the product.

SOLAR WATER HEATERS:

Given the strong thrust on energy efficient and environmentally friendly products, the Company ventured into the manufacturing of solar water heaters. It currently manufactures more than 23 models and capacities ranging from 100 to 5,000 litres. The Company recorded sales of Rs. 330.000 Millions in financial year 2013, a growth of 25% over the previous year. Growth in absolute terms appears muted on account of the price rationalization of the product under the capital subsidy scheme initiated by the Ministry of New and Renewable Energy (MNRE). Under the 30% capital subsidy scheme, the Company was required to offer subsidy to the end consumers upfront which is reimbursed by the Government, on filing claim along with proof of installation. The Company has one of the best ratings under the MNRE scheme and has received subsidy to the tune of Rs. 15.482 Millions during the year financial year 2013.

The Company has identified this segment as one of the key growth drivers going ahead and hence undertook a significant expansion of capacities at Perundurai in Tamil Nadu from 18,000 units per annum to 90,000 units per annum with a capital outlay of Rs. 141.000 Millions. The Company believes that this segment has the potential to surpass the electric water heater segment in the next five years given that power tariffs have been rising, in-turn increasing the cost of operating electric water heaters. The payback period for the solar water heater consumer is very low (1-1.5 years) and is expected to further reduce, benefiting from ongoing technological advancements. V-Guard aims to become the leader in the segment over the next few years.

NEW PRODUCT ADDITIONS:

The Company launches new products after assessing synergies across various parameters such as feasibility, competition, margins etc. Also, the new products pipeline is balanced against growth prospects and thresholds reached in the existing product portfolio. New products are initially launched in the more established South market and once they attain a certain threshold are extended to the non-South regions. Switchgears was added to the Company’s product portfolio last year. Switchgears initially launched in the Kerala market was taken to other South Indian markets. The Company recorded sales of Rs. 120.000 Millions in financial year 2013. The Company has leveraged its strong existing brand equity and distribution network in the wiring segment to support the sale of switchgears. With a view to enter the household appliances segment, the Company launched induction cooktops. The segment has seen good traction and has recorded sales of Rs. 150.000 Millions in financial year 2013. The growth potential is enormous in this segment given the high cost of LPG, supply shortage, low electricity consumption by induction cook tops, flameless cooking etc. The Company has launched several variants, customizing it for the needs of the South Indian household. Appliances as a category have inherent strength if one can showcase a wide range of products. Hence, in financial year 2014, the Company intends to launch mixer grinders. The Company will leverage the channel synergies from the induction cooktop segment where it has already delivered initial success. Going forward, the Company will be focused on growing these new categories and entending them to the non-South market.

OUTLOOK:

The demand outlook for the household electrical segment is extremely robust given the strong demand in residential construction activity in semi-urban and rural cities. Low levels of penetration in Tier 2, 3 and 4 cities, easy access to credit, and a rising middle class population with increasing levels of disposable income will fuel the demand for the industry.

V-Guard has made significant investments in establishing a strong distributor and dealer network in the non-South markets. The next few years, will see the Company leverage these investments and increase its average revenue per distributor in the non-South regions which is substantially lower than in the Southern markets. This provides significant scope for expansion of returns on existing investments.

Continued investments in advertising and marketing to enhance brand visibility will continue in order to facilitate pan-India expansion. Advertisement spends will remain in the range of 3.5-4% of revenues, with disproportionate spending to expand non-South markets.

The Company is confident of sustaining its robust financial performance going forward given the strong demand across all its product categories and expansion into the non-South markets.

FIXED ASSETS:

• Freehold Land
• Leasehold Land
• Building
• Plant and Machinery
• Furniture and Fixtures
• Vehicles
• Office Equipments
• Computers

STATEMENT OF UNAUDITED FINANCIAL RESULTS FOR THE QUARTER ENDED 30.06.2013

Rs. in Millions

Sr. No.	Particular	FOR THE THREE MONTHS ENDED
		30.06.2013
		UNAUDITED
1.	Net Sales/Income from Operations	4060.119
	Other Operating Income	21.466
	Total Income From Operations (Net)	4081.585
2.	Expenditure
	Cost of materials consumed	1070.338
	Purchase of stock in trade	1675.359
	Changes in inventories of finished goods, work in progress and stock in trade	283.285
	Employee benefits expenses	216.728
	Selling and distribution expense	308.047
	Depreciation and amortization expenses	28.704
	Other expenses	218.392
	Total Expenses	3800.853
3.	Profit From Operations before Other Income, Interest and Exceptional Items (1-2)	280.732
4.	Other Income	10.972
5.	Profit Before Interest and Exceptional Items (3+4)	291.704
6.	Interest	54.873
7.	Profit After Interest but before Exceptional Items (5-6)	236.831
8.	Exceptional Items	--
9.	Profit from Ordinary Activities before Tax (7+8)	236.831
10.	Tax Expense	60.405
11.	Net Profit from Ordinary Activities after Tax (9-10)	176.426
12.	Extraordinary Item (net of expense)	--
13.	Net Profit for the period (11-12)	176.426
14.	Paid-up Equity Share Capital (Face Value of Rs.10/- Each)	298.475
15.	Reserves Excluding Revaluation Reserve	--
16.	Basic and Diluted Earning Per Share (EPS) (Rs.)-Not Annualised
	a) Basic and diluted EPS before extraordinary items	5.91
	b) Basic and diluted EPS after extraordinary items	5.91
17.	Public Shareholding
	-Number of Shares	10298066
	- Percentage of Shareholding	34.50
18.	Promoters and Promoter Group Shareholding
	a) Pledged/Encumbered
	- Number of Shares	Nil
	- Percentage of Shares (as a % of the Total Shareholding of promoter and promoter group)	Nil
	- Percentage of Shares (as a % of the Total Share Capital of the Company)	Nil
	b) Non Encumbered
	- Number of Shares	19549454
	- Percentage of Shares (as a % of the Total Shareholding of Promoter and Promoter Group)	100.00 %
	- Percentage of Shares (as a % of the Total Share Capital of the Company)	65.50 %

Particulars	3 Months ended on 30.06.2013
Pending at the beginning of the quarter	Nil
Received during the quarter	3
Disposed of during the quarter	3
Remaining unresolved at the end of the quarter	Nil

SEGMENT WISE REVENUE, RESULTS AND CAPITAL EMPLOYED

Rs. in Millions

Sl. No.	Particulars	FOR THE THREE MONTHS ENDED
		30.06.2013
		UNAUDITED
1	SEGMENT REVENUE
	Electronics	1650.682
	Electrical! Electro-mechanical	2351.662
	Others	79.241
	TOTAL	4081.585
	Less : Inter Segment Revenue (Net of Excise)	0.000
	Net Sales / Income from Operation	4081.585
2	SEGMENT RESULTS
	(PROFIT BEFORE TAX & INTEREST FROM EACH SEGMENT)
	Electronics	199.420
	Electrical! Electro-mechanical	106.603
	Others	(10.657)
	TOTAL	295.366
	Less :Interest	54.873
	Less : Other Unallocable Expenses Net of Unallocable Income	3.662
	Exceptional items	0.000
	Net Profit (+) / Loss(-) before Tax	236.831
3	CAPITAL EMPLOYED
	(SEGMENT ASSETS - SEGMENT LIABILITIES)
	Electronics	899.861
	Electrical! Electro-mechanical	2616.585
	Others	273.725
	Unallocated	(998.567)
	TOTAL	2791.604

NOTES:

1. The above unaudited financial results for the quarter ended June 30, 2013 were reviewed by the Audit Committee at the meeting held on July 18.2013 and approved by the Board of Directors and taken on record at the meeting held on July 18. 2013.

2. The shareholders of the company, vide special resolution passed by way of postal ballot on 14th May. 20[3 approved "Employees Stock Option Plan 20\3" for granting Employees Stock Options to eligible employees. The options vest equally over a period of three years after the grant date i.e. 11^th June 20 13.

3. The figures for the quarter ended March 31. 2013 are the balancing figures between audited figures in respect of the full financial year and the unaudited published year to date figures upto the end of third quarter of the financial year ending on March 31. 20t3 which were subjected to limited reviews.

4. Figures for the previous periods have been regrouped and I or reclassified wherever necessary to conform with the current period presentation.

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 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.64.23
UK Pound	1	Rs.100.00
Euro	1	Rs.85.93

INFORMATION DETAILS

Report Prepared by :

TPT

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	6
--PROFITABILIRY	1~10	6
--LIQUIDITY	1~10	7
--LEVERAGE	1~10	7
--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
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		58

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	-

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This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.