MIRA INFORM REPORT

Report Date :

04.02.2013

IDENTIFICATION DETAILS

Name :	WAVES AIRCON PRIVATE LIMITED
Registered Office :	A – 68, Dashrath Puri, Dabri Palam Road, New Delhi – 110 045
Country :	India
Financials (as on) :	31.03.2012
Date of Incorporation :	20.09.2002
Com. Reg. No.:	55-117067
Capital Investment / Paid-up Capital :	Rs. 33.394 Millions
CIN No.: [Company Identification No.]	U00000DL2002PTC117067
TAN No.: [Tax Deduction & Collection Account No.]	DELW01409C
PAN No.: [Permanent Account No.]	AAACW4634M
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturer of Air-conditioning, Heating, Ventilation and Air Cooling Equipments.
No. of Employees :	245 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

Ba (45)

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

Maximum Credit Limit :	USD 400000
Status :	Satisfactory
Payment Behaviour :	Usually Correct
Litigation :	Clear
Comments :	Subject is an established company having satisfactory track record. There appears some dip in the profitability of the company. However, networth of the company is satisfactory. Trade relations are reported as fair. Business is active. Payments are reported to be usually correct and as per commitment. The company can be considered normal for business dealings at usual trade terms and conditions.

NOTES :

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

INDIAN ECONOMIC OVERVIEW

India is developing into an open-market economy, yet traces of its past autarkic policies remain. Economic liberalization, including industrial deregulation, privatization of state-owned enterprises, and reduced controls on foreign trade and investment, began in the early 1990s and has served to accelerate the country's growth, which has averaged more than 7% per year since 1997. India's diverse economy encompasses traditional village farming, modern agriculture, handicrafts, a wide range of modern industries, and a multitude of services. Slightly more than half of the work force is in agriculture, but services are the major source of economic growth, accounting for more than half of India's output, with only one-third of its labor force. India has capitalized on its large educated English-speaking population to become a major exporter of information technology services and software workers. In 2010, the Indian economy rebounded robustly from the global financial crisis - in large part because of strong domestic demand - and growth exceeded 8% year-on-year in real terms. However, India's economic growth in 2011 slowed because of persistently high inflation and interest rates and little progress on economic reforms. High international crude prices have exacerbated the government's fuel subsidy expenditures contributing to a higher fiscal deficit, and a worsening current account deficit. Little economic reform took place in 2011 largely due to corruption scandals that have slowed legislative work. India's medium-term growth outlook is positive due to a young population and corresponding low dependency ratio, healthy savings and investment rates, and increasing integration into the global economy. India has many long-term challenges that it has not yet fully addressed, including widespread poverty, inadequate physical and social infrastructure, limited non-agricultural employment opportunities, scarce access to quality basic and higher education, and accommodating rural-to-urban migration.

Source : CIA

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. Vashney
Designation :	Account Manager
Contact No.:	91-1493-518800
Date :	02.02.2013

LOCATIONS

Registered Office :	A – 68, Dashrath Puri, Dabri Palam Road, New Delhi – 110 045, India.
Tel. No.:	91-11-25391695/ 55455103/ 30901246
Mobile No.:	91-7742191303 (Mr. Vashney)
Fax No.:	91-11-25390314
E-Mail :	office@wavesaircon.com vashney@wavesaircon.in
Website :	http://www.wavesaircon.in
Location :	Owned
Branch Office :	867D, A-Block, Sushant Lok, Phase – II, Gurgaon – 122 009, Haryana, India
Tel. No.:	91-124-2577797/ 4261001/ 3
Fax No.:	91-124-2577798
E-Mail :	wavesaircon@gmail.com wavesaircon@hotmail.com
Factory 1:	G-793 (A), 793-797, RIICO Industrial Area, Road No. 20 – A, Bhiwadi, District Alwar – 301 019, Rajasthan, India
Tel. No.:	91-1493-220191/ 220010/ 518800
Fax No.:	91-1493-220009
E-Mail :	works@wavesaircon.in wavesairconbhiwadi@yahoo.co.in
Factory 2 :	CPU, 4^thFloor, Gurgaon (Bank House), Vatika Atrium, Golf Course Road, Gurgaon, Haryana , India
Tel. No.:	91-22-28474900

DIRECTORS

As on: 29.09.2012

Name :	Mr. Inderjit Anand
Designation :	Director
Address :	J-1277, Palam Vihar, Gurgaon - 122017, Haryana, India
Date of Birth/Age :	01.07.1972
Date of Appointment :	20.09.2002
DIN No.:	00339692
Name :	Mr. Piare Lal Anand
Designation :	Director
Address :	J-1277, Palam Vihar, Gurgaon - 122017, Haryana, India
Date of Birth/Age :	10.01.1944
Date of Appointment :	20.09.2002
DIN No.:	00339643
Name :	Mr. Vijay Anand
Designation :	Director
Address :	P-40, Ashiana Village, Bhiwadi, Alwar – 301019, Rajasthan, India.
Date of Birth/Age :	08.12.1967
Date of Appointment :	20.09.2002
DIN No.:	00339591

KEY EXECUTIVES

Name :	Mr. Vashney
Designation :	Account Manager

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on: 29.09.2012

Names of Shareholders	No. of Shares
Inderjit Anand	928500
Vijay Anand	617400
Piare Lal Anand	496650
Meenakshi Anand	322125
Inderjit Anand and Son (HUF)	151500
Vijay Anand and Son (HUF)	261350
Piare Lal Anand and Son (HUF)	201500
Simmi Anand	288375
Kanta Anand	72000
Total	3339400

Equity Share Break up (Percentage of Total Equity)

As on: 29.09.2012

Category	Percentage
Directors or relatives of Directors	100.00
Total	100.00

BUSINESS DETAILS

Line of Business :	Manufacturer of Air-conditioning, Heating, Ventilation and Air Cooling Equipments.
Terms :
Selling :	Cash and Credit
Purchasing :	Cash and Credit

GENERAL INFORMATION

Customers :

Wholesalers, Retailers and End Users

No. of Employees :

245 (Approximately)

Bankers :

• HDFC Bank Limited, HDFC Bank Housesenapati Bapat Marg, Lower Parel (West), Mumbai - 400013, Maharashtra, India
• IDBI
• Bank of India

Facilities :

(Rs. In Millions)

Secured Loan	As on 31.03.2012	As on 31.03.2011
SIDBI- WCTL-03 "	2.418	4.695
SIDBI T/L Machinery Loan *	1.760	3.713
SIDBI-Long Term Loans "	0.000	13.000
SIDBI - T/L -100.	10.000	0.000
SIDBI -T/L- 60.	6.000	0.000
SIDBI - T/L -30.	2.920	0.000
Vehicle Loans	2.523	2.869
Other Loan from Financial Institutions	0.000	2.273
Reliance Capital Limited	0.592	0.000
Loan for Industrials Plot- RICCO Limited	28.664	0.000
Loan from Director's	5.600	5.500
HDFC/ IDBI Bank-FLC*	14.718	8.116
HDFC O.D. A/C-155/ IDBI Bank – O.D*	87.833	97.865
SIDBI- Bill Discounting*	8.386	0.000
Total	171.414	138.031
* Primarily secured by Hypothecation of Stock and current assets of Company Additionally secured by-Personal Guarantee of Director

Banking Relations :	--
Auditors :
Name :	K. S. Deogun And Associates Chartered Accountant
Address :	910 Vishal Tower District Centre, Janak Puri, New Delhi – 110058, India
Tel. No.:	91-11-25593006/ 25548931
Mobile No.:	91-9810088784
E-Mail :	kd@cakuldip.com
PAN.:	AAAPD3744N
Enterprises over which significant influence exercised by the directors:	Wolter Ventilators India Private Limited

CAPITAL STRUCTURE

As on: 29.09.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
5000000	Equity Shares	Rs.10/- each	Rs. 50.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
3339400	Equity Shares	Rs.10/- each	Rs. 33.394 Millions

Shares Held by the Holding Company NIL

List of Equity shareholders having more than 5% shares

Names of Shareholders	No. of Shares	% of Holding
Inderjit Anand	928500	27.80
Vijay Anand	617400	18.49
Piare Lal Anand	496650	14.87
Meenakshi Anand	322125	8.65
Simmi Anand	288375	8.63
Kanta Anand	72000	2.16
Inderjit Anand and Son (HUF)	151500	4.54
Vijay Anand and Son (HUF)	261350	7.83
Piare Lal Anand and Son (HUF)	201500	6.04
Total	3339400	100

Disclosure pursuant to Note no. 6(A)(i) of Part I of Schedule Vl to the Companies Act, 1956

Particulars	31.03.2012
Equity Shares :
Fully paid up pursuant to contract(s) without payment being received in cash	000
Fully paid up by way of bonus shares	2115600
Shares bought back	000

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		33.394	10.578	9.678
2] Share Application Money		0.000	0.600	0.000
3] Reserves & Surplus		77.354	89.282	65.756
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		110.748	100.460	75.434
LOAN FUNDS
1] Secured Loans		171.414	138.031	115.991
2] Unsecured Loans		0.000	0.000	0.000
TOTAL BORROWING		171.414	138.031	115.991
DEFERRED TAX LIABILITIES		6.945	1.215	1.353
TOTAL		289.107	239.706	192.778
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		121.418	65.944	63.320
Capital work-in-progress		0.000	0.000	0.00
INVESTMENT		0.000	0.000	0.000
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	71.312	100.169	62.811
	Sundry Debtors	186.091	149.863	123.890
	Cash & Bank Balances	7.118	4.864	0.984
	Other Current Assets	3.272	13.108	0.718
	Loans & Advances	1.623	11.332	14.512
Total Current Assets		269.416	279.336	202.915
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	85.652	94.094	69.684
	Other Current Liabilities	12.493	10.872	3.376
	Provisions	3.582	0.608	0.397
Total Current Liabilities		101.727	105.574	73.457
Net Current Assets		167.689	173.762	129.458
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		289.107	239.706	192.778

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2012	31.03.2011	31.03.2010
	SALES
		Gross Income	22.285	30.536	18.849
		Other Income	NA	NA	NA
		TOTAL	NA	NA	NA
	EXPENSES
		Office Expenses
		Administrative Expenses	NA	NA	NA
		Advertising Expenses
		TOTAL	NA	NA	NA
	PROFIT BEFORE TAX		22.285	30.536	18.849
Less	TAX		12.243	9.186	5.264
	PROFIT AFTER TAX		10.042	21.350	13.585
	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		72.508	52.583	40.335
	APPROPRIATIONS		5.196	1.233	1.132
	PROVISION FOR GRATUITY		0.000	0.192	0.239
	BALANCE CARRIED TO THE B/S		77.354	72.508	52.583
	IMPORTS		NA	0.000	116.274
	Earnings Per Share (Rs.)		3.10	19.89	14.00

KEY RATIOS

PARTICULARS		31.03.2012	31.03.2011	31.03.2010
Net Profit Margin (PBT/Sales)	(%)	1.00	1.00	1.00
Return on Total Assets (PBT/Total Assets}	(%)	5.70	8.84	7.08
Return on Investment (ROI) (PBT/Networth)		0.20	0.31	0.25
Debt Equity Ratio (Total Debt/Networth)		1.55	1.37	1.54
Current Ratio (Current Asset/Current Liability)		2.65	2.64	2.76

LOCAL AGENCY FURTHER INFORMATION

Details of Sundry Creditors:

Particulars	31.03.2012 (Rs. in millions)	31.03.2011 (Rs. in millions)	31.03.2010 (Rs. in millions)
Sundry Creditors	85.652	94.094	69.684
Total	85.652	94.094	69.684

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 three years	Yes
12]	Profitability for last three years	Yes
13]	Reasons for variation <> 20%	----------------------
14]	Estimation for coming financial year	Yes
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)	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	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

BANKERS CHARGES REPORT AS PER REGISTRY

Corporate identity number of the company	U00000DL2002PTC117067
Name of the company	WAVES AIRCON PRIVATE LIMITED
Address of the registered office or of the principal place of business in India of the company	A – 68, Dashrath Puri, Dabri Palam Road, New Delhi – 110 045, India kdparam@yahoo.co.in
This form is for	Modification of charge
Charge identification (ID) number of the charge to be modified	10289780
Type of charge	Immovable property Book debts Movable property (not being pledge) Floating charge
Particular of charge holder	HDFC Bank Limited, HDFC Bank Housesenapati Bapat Marg, Lower Parel (West), Mumbai - 400013, Maharashtra, India rbbform8@hdfcbank.com
Nature of instrument creating charge	a] Supplementary Letter of Hypothecation. b] Memorandum Recording Past Transactions of Creation of Mortgage by Delivery of Title Deeds. [Collectively constitute a single charge for Rs.185.784 Millions].
Date of instrument Creating the charge	03.11.2012
Amount secured by the charge	Rs. 185.784 Millions
Brief of the principal terms an conditions and extent and operation of the charge	Rate of Interest Interest at the rate as may be communicated by the Bank from time to time. Terms of Repayment Working capital facility shall be repayable on demand. Term loan facility shall be repayable in suitable installments. Margin As may be stipulated by the Bank from time to time. Extent and Operation of the charge a] Hypothecation by way of First Charge on Company's Stocks and Book Debts, Plant and Machinery and Vehicles, to secure as a continuing security as stated in Column No.15 below, [b] The Company accorded and gave oral consent to Bank to continue to hold and retain the title deeds [by way of Constructive delivery] in respect of its immovable properties as stated under Item No.15 below, as security for repayment of Rs.185.784 Millions together with principal, interest, liquidated damages, costs, charges and expenses.
Short particulars of the property or asset(s) charged (including complete address and location of the property)	Stock-in-trade, consisting of raw materials, goods in process of manufacturing finished goods, and other merchandise whatsoever being movable properties All the Debts, that is, all the book debts, outstandings, monies receivables, claims, bills, invoice documents, contracts, guarantees, and rights The movable plant and machinery and vehicles, which may now or at any time hereafter belong to the Borrower or come to the Borrowers disposal any of the Immovable Property Situate at Plot No. G1- 793 Industrial Area Bhiwadi, Rajasthan. Immovable Property Situate at Plot No. G1- 794 Industrial Area Bhiwadi, Rajasthan. Immovable Property Situate at Plot No. G1- 795 Industrial Area Bhiwadi, Rajasthan. Immovable Property Situate at Plot No. G1- 797 Industrial Area Bhiwadi, Rajasthan.
Date of instrument modifying the charge	26.06.2012
Particulars of the present modification	The charge shall now stand increased from Rs.182.634 Millions to Rs.185.784 Millions in favour of the Bank against the security of stocks, book debts, plant and machinery and vehicles and immovable properties being lying and situate at Bhiwadi, Rajasthan.

CONTINGENT LIABILITIES

Particular	31.03.2012	31.03.2011
Guarantees given by the Company I	Nil	Nil
Claim against the Company not acknowledged as debts I	Nil	Nil
Capital commitment (net of advances) not provided for	Nil	Nil

FIXED ASSETS:

• Machinery
• Die/ Moulds
• Tools
• Furniture and Fixtures
• Computer
• Fax Machine

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. 53.32
UK Pound	1	Rs. 84.60
Euro	1	Rs. 72.63

INFORMATION DETAILS

Information Gathered by :	JML
Report Prepared by :	UDS

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
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		45

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.