MIRA INFORM REPORT

Report Date :

15.02.2013

IDENTIFICATION DETAILS

Name :	BHARAT FRITZ WERNER LIMITED
Registered Office :	Peenya, Yeshwantapur PO, Bangalore – 560022, Karnataka
Country :	India
Financials (as on) :	31.03.2012 (Profit and Loss Account)
Date of Incorporation :	17.10.1961
Com. Reg. No.:	08-001433
Capital Investment / Paid-up Capital :	Rs.71.792 Millions
CIN No.: [Company Identification No.]	U85110KA1961PLC001433
TAN No.: [Tax Deduction & Collection Account No.]	BLRB00311D
Legal Form :	A Closely Held Public Limited Liability Company
Line of Business :	Manufacture of Metal Cutting including Grinding Machines and Related Accessories and Related Services.
No. of Employees :	150 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

Ba (48)

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

Maximum Credit Limit :	USD 4500000
Status :	Satisfactory
Payment Behaviour :	Usually Correct
Litigation :	Clear
Comments :	Subject is a Flagship Company of Kothari Group. It is well established company having satisfactory track. Company performance capacity is high. But there appears slight fall in the profitability of the company. However, general financial position of the company is strong. Trade relations are reported to be fair. Business is active. Payments are reported to be usually correct 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 – 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

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.

LOCATIONS

Registered Office :	Peenya, Yeshwantapur PO, Bangalore – 560022, Karnataka, India
Tel. No.:	91-80-28395745 / 39821100
Fax No.:	91-80-28394816
E-Mail :	bfw@bfw.co.in bfwmarketing@bfw.co.in
Website :	www.bfwindia.com
Head Office/ Administration and International Business Division :	Off Tumkur Road, Bangalore – 560022, Karnataka, India
Tel. No.:	91-80-28395745/ 39821100
Fax No.:	91-80-28394816
E-Mail :	bfwmarketing@bfw.co.in
Regional Office :	206, Runwal Commercial Complex, LBS Marg, Mulund West, Mumbai – 400080, Maharashtra, India
Tel. No.:	91-22-25653362/ 58
Fax No.:	91-22-25653392
E-Mail :	bfwmumbai@bfw.co.in
Regional Office :	Also Located at: v Bangalore v Chennai v Coimbatore v Germany v Hyderabad v Kolkata v New Delhi v Indore v Rajkot v Chandigarh v Pune

DIRECTORS

AS ON 28.09.2012

Name :	Mr. Narendra Nath Upadhyay
Designation :	Whole – time Director
Address :	Flat B-102, Wellington Park Apartments, Richmond Town, Bangalore – 560 025, Karnataka, India
Date of Birth/Age :	01.11.1946
Date of Appointment :	25.11.2010
DIN No.:	00033678

Other Directorship:

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Company/ LLP Status	Defaulting status
1	U85110KA1994PLC016420	BANGALORE AGROTECH LIMITED	Director	19/10/1994	19/10/1994	Active	NO
2	U85110KA1961PLC001433	BHARAT FRITZ WERNER LIMITED	Whole-time director	02/12/2010	02/04/2007	Active	NO

Name :	Mr. Shailesh Rajnikant Sheth
Designation :	Director
Address :	Shakuntala School Building, Flat No.2, First Floor, 38, Maharshi Karve Marg, Marine Lines, Mumbai – 400 020, Maharashtra, India
Date of Birth/Age :	29.12.1946
Date of Appointment :	01.12.2003
DIN No.:	00041713

Other Directorship:

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	U99999MH1964PTC012859	SIMTOOLS PRIVATE LIMITED	Director	11/10/1993	11/10/1993	22/03/2007	Active	NO
2	U74999MH1995PTC087083	PROART PROMOTIONS PRIVATE LIMITED	Director	03/04/1995	03/04/1995	-	Active	NO
3	L28100MH1907PLC000252	JOSTS ENGINEERING COMAPNY LIMITED	Director	27/11/1997	27/11/1997	-	Active	NO
4	U24110MH1999PTC121643	ENDRESS + HAUSER (INDIA) PRIVATE LIMITED	Director	07/09/1999	07/09/1999	15/01/2009	Active	NO
5	U85110KA1961PLC001433	BHARAT FRITZ WERNER LIMITED	Director	01/12/2003	01/12/2003	-	Active	NO
6	L29220MH1986PLC041214	BIRLA PRECISION TECHNOLOGIES LIMITED	Director	01/07/2005	01/07/2005	-	Active	NO
7	L99999MH1965PLC013198	BIRLA MACHINING AND TOOLINGS LIMITED	Director	21/09/2007	30/10/2006	-	Amalgamated	NO
8	U51503MH2001PTC132921	A.T.E. ENTERPRISES PRIVATE LIMITED.	Director	05/04/2007	05/04/2007	-	Active	NO
9	U74140MH1971PTC015101	A.T.E. PRIVATE LIMITED	Director	05/04/2007	05/04/2007	-	Active	NO
10	U74900MH2007PTC170990	ENDRESS AND HAUSER (INDIA) AUTOMATION INSTRUMENTATION PRIVATE LIMITED	Director	21/05/2007	21/05/2007	02/02/2009	Active	NO
11	U31400PN2009FTC133948	KNF PUMPS+SYSTEMS (INDIA) PRIVATE LIMITED	Director	17/02/2009	17/02/2009	-	Active	NO
12	U29290MH1973GAP016420	INDIAN MACHINE TOOL MANUFACTURERS ASSOCIATION	Director	29/08/2012	29/08/2012	-	Active	NO
13	U29253MH2011PLC213963	NRB INDUSTRIAL BEARINGS LIMITED	Additional director	31/10/2012	31/10/2012	-	Active	NO

Name :	Mrs. Prabhawati Devi Kothari
Designation :	Director
Address :	Kothari Niwas, 6B, Penn Road, Kolkata – 700 027, West Bengal, India
Date of Birth/Age :	10.09.1957
Date of Appointment :	10.10.2003
DIN No.:	00051860

Other Directorship:

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	U74992WB1935PTC008299	G DAS AND COMPANY PRIVATE LIMITED	Director	29/01/1975	29/01/1975	-	Active	NO
2	L65993WB1981PLC033302	VISHNUHARI INVESTMENT AND PROPERTIES LIMITED.	Director	22/09/2009	26/03/1993	-	Active	NO
3	L65993WB1982PLC034757	SATKRITI INVESTMENT LIMITED	Director	29/03/1993	29/03/1993	-	Dissolved	NO
4	L15491WB1897PLC001365	KOTHARI PHYTOCHEMICALS AND INDUSTRIES LIMITED	Director	14/04/1998	14/04/1998	-	Active	NO
5	U85110KA1961PLC001433	BHARAT FRITZ WERNER LIMITED	Director	10/10/2003	10/10/2003	-	Active	NO
6	U51909WB1941PTC010864	COMMERCIAL HOUSE PRIVATE LIMITED	Director	17/09/2008	12/12/2007	09/04/2009	Active	NO
7	U51909WB1946PTC014210	KOTHARI AND COMPANY PRIVATE LIMITED	Director	26/09/2008	27/12/2007	29/07/2009	Active	NO
8	U45202WB1943PTC011193	KOTHARI INVESTMENT & INDUSTRIES PRIVATE LIMITED	Director	15/09/2008	28/12/2007	05/06/2009	Active	NO
9	U74900WB1985PLC068413	M D KOTHARI AND COMPANY LTD	Director	18/08/2009	27/03/2009	-	Active	NO
10	L51909WB1981PLC034200	BHAKTWATSAL INVESTMENT LTD	Director	25/06/2009	29/04/2009	-	Active	NO
11	L51909WB1935PLC008194	GILLANDERS ARBUTHNOT AND COMPANY LIMITED	Director	07/09/2010	31/03/2010	-	Active	NO
12	U45202WB2009PTC140520	SATKRITI PROPERTIES PRIVATE LIMITED	Director	29/11/2012	27/12/2011	-	Active	NO

Name :	Mr. Arun Kumar Kothari
Designation :	Chairman
Address :	Kothari Niwas, 6B, Penn Road, Kolkata – 700 027, West Bengal, India
Date of Birth/Age :	10.07.1953
Date of Appointment :	10.10.2003
DIN No.:	00051900

Other Directorship:

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	L51909WB1935PLC008194	GILLANDERS ARBUTHNOT AND COMPANY LIMITED	Director	26/08/1985	26/08/1985	-	Active	NO
2	U29219WB1961PLC025003	ARVIND ENGINEERING WORKS LIMITED	Director	27/01/1986	27/01/1986	-	Active	NO
3	L51109WB1938PLC009490	ALBERT DAVID LIMITED	Managing director	01/07/2012	20/06/1988	-	Active	NO
4	U70101DL1989PTC190002	SREE SITARAM DEVELOPMENT COMPANY PRIVATE LIMITED	Director	12/05/1989	12/05/1989	02/05/2008	Active	NO
5	L15491WB1897PLC001365	KOTHARI PHYTOCHEMICALS AND INDUSTRIES LIMITED	Director	15/11/1990	15/11/1990	-	Active	NO
6	L65993WB1981PLC033302	VISHNUHARI INVESTMENT AND PROPERTIES LIMITED.	Director	26/03/1993	26/03/1993	-	Active	NO
7	L65993WB1982PLC034757	SATKRITI INVESTMENT LTD	Director	29/03/1993	29/03/1993	-	Dissolved	NO
8	L26109WB1997PLC083183	INDIAN GLASS AND ELECTRICALS LIMITED.	Director	05/03/1997	05/03/1997	-	Active	NO
9	L93090TN1994PLC027571	CLARO INDIA LIMITED	Director	11/02/1999	11/02/1999	-	Amalgamated	NO
10	L51909WB1981PLC034200	BHAKTWATSAL INVESTMENT LIMITED	Director	29/10/2001	29/10/2001	-	Active	NO
11	U85110KA1961PLC001433	BHARAT FRITZ WERNER LIMITED	Director	10/10/2003	10/10/2003	-	Active	NO
12	U45400WB2008PTC124579	KARUNASINDHU PROPERTIES PRIVATE LIMITED	Director	28/09/2011	18/08/2011	-	Active	NO
13	U85195WB2007PTC115684	KOTHARI HEALTH SERVICES PRIVATE LIMITED	Director	07/10/2011	30/08/2011	-	Strike off	NO

Name :	Mr. Sunil Vasantrao Diwakar
Designation :	Director
Address :	C-002, Shreeji Ville, Opposite Nitin Company, Almeda Road, Panchpakhadi, Thane (West) – 400 602, Maharashtra, India
Date of Birth/Age :	22.05.1963
Date of Appointment :	28.07.2008
DIN No.:	00089266

Other Directorship:

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	U24230TN1980PLC008382	MALLADI DRUGS AND PHARMACEUTICALS LIMITED	Nominee director	27/12/2004	27/12/2004	-	Active	NO
2	U32301TN1994PLC028160	PRASAD CORPORATION LIMITED	Nominee director	15/10/2005	15/10/2005	-	Active	NO
3	U63090MH1997PLC108197	CONTINENTAL WAREHOUSING CORPORATION (NHAVA SEVA) LIMITED	Nominee director	01/12/2010	15/05/2006	11/04/2011	Active	NO
4	L99999DN1982PLC000128	JBF INDUSTRIES LIMITED	Director	27/07/2007	17/07/2006	-	Active	NO
5	L17226WB1946PLC013554	EASTERN SILK INDUSTRIES LIMITED	Nominee director	20/07/2006	20/07/2006	04/03/2011	Active	NO
6	U32305MH2000PLC124260	EBS WORLDWIDE SERVICES LIMITED	Nominee director	20/07/2006	20/07/2006	11/09/2009	Active	NO
7	U24230MH1971PLC015134	BHARAT SERUMS AND VACCINES LIMITED	Director	25/09/2009	07/08/2006	30/03/2010	Active	NO
8	U34300PN1992PLC021849	INTERNATIONAL AUTO LIMITED	Nominee director	26/09/2007	09/07/2007	-	Amalgamated	NO
9	U34102PN1989PLC014807	RSB TRANSMISSIONS (INDIA) LIMITED	Nominee director	26/09/2007	09/07/2007	-	Active	NO
10	U24231MH1993PLC150891	ARCH PHARMALABS LIMITED	Nominee director	28/01/2008	28/01/2008	09/12/2010	Active	NO
11	U85110KA1961PLC001433	BHARAT FRITZ WERNER LIMITED	Additional director	27/09/2008	28/07/2008	-	Active	NO
12	U27310JH2006PLC012663	ELECTROSTEEL STEELS LIMITED	Nominee director	31/08/2009	31/08/2009	-	Active	NO
13	L55101DL2007PLC157518	ASIAN HOTELS (WEST) LIMITED	Director	18/09/2010	10/08/2010	-	Active	NO
14	U63090MH2009PLC219843	JICS LOGISTIC LIMITED	Director	24/08/2011	18/07/2011	-	Active	NO

Name :	Mr. Ajit Khandelwal
Designation :	Director
Address :	4B, Ashok Towers, 11A, Palm Avenue, Kolkata – 700 019, West Bengal, India
Date of Birth/Age :	10.11.1957
Date of Appointment :	07.12.2006
DIN No.:	00416445

Other Directorship:

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	L34202WB1986PLC040542	BNK CAPITAL MARKETS LIMITED	Managing director	17/04/1986	17/04/1986	-	Active	NO
2	U17290WB1981PLC034375	RAKESH TEXTILES LIMITED.	Director	06/06/1988	06/06/1988	-	Amalgamated	NO
3	U67120WB1995PTC071182	BNK SECURITIES PRIVATE LIMITED	Director	24/04/1995	24/04/1995	-	Active	NO
4	U67120WB1995PTC071843	ASIAN SECURITIES EXCHANGE PRIVATE LIMITED	Director	30/05/1995	30/05/1995	-	Active	NO
5	L15491WB1897PLC001365	KOTHARI PHYTOCHEMICALS AND INDUSTRIES LIMITED	Director	28/08/1996	28/08/1996	-	Active	NO
6	U72900WB2000PTC091231	GOPI VALLABH SOLUTIONS PRIVATE LIMITED	Managing director	29/02/2000	29/02/2000	25/03/2009	Active	NO
7	L24112WB1973PLC029102	ELLENBARRIE INDUSTRIAL GASES LIMITED	Director	15/12/2003	15/12/2003	-	Active	NO
8	U74999WB2003PTC097491	BNK COMMODITIES PRIVATE LIMITED	Director	19/12/2003	19/12/2003	-	Active	NO
9	U72900WB2004PTC098653	NKB E SOLUTIONS PRIVATE LIMITED	Director	26/05/2004	26/05/2004	03/09/2011	Active	NO
10	U67190MH1996GAP101555	ASSOCIATION OF NATIONAL EXCHANGES MEMBERS OF INDIA	Director	08/04/2006	08/04/2006	29/03/2008	Active	NO
11	U67190WB2005PTC102172	ABACUS FUNDS SERVICES PRIVATE LIMITED	Director	10/04/2006	10/04/2006	-	Active	NO
12	U85110KA1961PLC001433	BHARAT FRITZ WERNER LIMITED	Director	28/09/2007	07/12/2006	-	Active	NO
13	L74140WB1983PLC036495	NUCENT ESTATES LIMITED	Director	21/02/2007	21/02/2007	-	Active	NO
14	U67120WB1923PLC004707	THE CALCUTTA STOCK EXCHANGE LIMITED	Director	24/12/2007	24/12/2007	18/09/2012	Active	NO
15	U51909WB2010PTC144596	RAKHI SUPPLIERS PRIVATE LIMITED	Director	24/05/2010	24/05/2010	31/08/2010	Active	NO
16	U45400WB2010PTC142350	MULTIPLE INFRA PRIVATE LIMITED	Director	24/05/2010	24/05/2010	-	Active	NO
17	U51109WB1995PLC068868	PATREX VYAPAAR LIMITED	Director	15/02/2011	15/02/2011	-	Active	NO
18	U91110WB1926GAP005483	BHARAT CHAMBER OF COMMERCE	Director	24/09/2011	24/09/2011	-	Active	NO
19	AAA-0068	IN MEDIA COMPUTER SERVICES LLP	Designated Partner	15/07/2009	15/07/2009	-	Active	NO

Name :	Mr. Vivek Narayan Joshi
Designation :	Director
Address :	Flat No.22, 2^nd Floor, Chapel Road, Raj Flavia Building, Near Lialawati Hospital, Mumbai – 400 050, Maharashtra, India
Date of Birth/Age :	19.01.1963
Date of Appointment :	29.07.2009
DIN No.:	02629672

Other Directorship:

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	U85110KA1961PLC001433	BHARAT FRITZ WERNER LIMITED	Nominee director	29/09/2009	29/07/2009	-	Active	NO
2	U31200TZ1984PTC001476	DYNA SPEDE INTEGRATED SYSTEMS PRIVATE LIMITED	Nominee director	30/07/2009	30/07/2009	-	Active	NO
3	U17297TN2003PLC051728	SABARE INTERNATIONAL LIMITED	Director	29/09/2009	31/07/2009	19/08/2010	Active	NO
4	U63040AP1991PTC013178	DRS LOGISTICS PRIVATE LIMITED	Director	18/09/2009	05/09/2009	-	Active	YES
5	U24230MH2000PTC125061	SIRO CLINPHARM PRIVATE LIMITED	Nominee director	30/05/2011	30/05/2011	-	Active	NO
6	U73100PN2007PTC130929	NOVALEAD PHARMA PRIVATE LIMITED	Nominee director	30/05/2011	30/05/2011	-	Active	NO

KEY EXECUTIVES

Name :	Mr. Narendra Nath Upadhaya
Designation :	Secretary
Address :	Flat B 102, Wellingtonpark Apartments, Wellington Street, Richmond Town, Bangalore-560025, Karnataka, India
Date of Birth/Age :	01.11.1946
Date of Appointment :	08.11.1978
PAN No.:	AAJPU4331R

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 28.09.2012

Names of Equity Shareholders	No. of Shares
Kothari and Company Private Limited, India	5350000
Kothari Giridhar Das	43000
Commercial House Private Limited, India	3300000
Kothari Investment and Industries Private Limited, India	5412928
M.D. Kothari and Company Limited, India	1796800
Vishnuhari Investment and Properties Limited, India	1837550
Kothari Devi Prabhawati	4000000
Kothari Kumar Arun	18600
Kotak Mahindra Trusteeship Services Limited, A/C India Growth Fund, A Unit Scheme of Kotak Seaf India Fund	2120561
Kotak Mahindra Trusteeship Services Limited, A/C India Growth Fund, A Unit Scheme of Kotak Seaf India Fund	1000
IL and FS Trust Company Limited, A/c IL and FS Private Equity Trust – Leverage India Fund	1979191
IL and FS Trust Company Limited, A/c IL and FS Private Equity Trust – Leverage India Fund	1000
Trustees of IVC Employees Welfare Trust, India	141370
TOTAL	26002000

Names of Preference Shareholders	No. of Shares
Kotak Mahindra Trusteeship Services Limited, A/C India Growth Fund, A Unit Scheme of Kotak Seaf India Fund	4946976
IL and FS Trust Company Limited, A/c IL and FS Private Equity Trust – Leverage India Fund	4946976
TOTAL	9893952

AS ON 28.09.2012

Equity Shares Break Up	Percentage of Holding
Venture capital	39.38
Bodies corporate	49.30
Directors or relatives of Directors	11.32
Total	100.00

BUSINESS DETAILS

Line of Business :

Manufacture of Metal Cutting including Grinding Machines and Related Accessories and Related Services.

GENERAL INFORMATION

No. of Employees :

150 (Approximately)

Bankers :

· Bank of India, Midcorporate branch, 1^st Floor, Bank of India building, No. 11, kempe Gowda Road, Bangalore – 560 009, Karnataka, India

· State Bank of India, Specialised MID Corporate Branch, No.97, Railway Parallel Road, Kumarapark West, Bangalore – 560 020, Karnataka, India

· Axis Bank Limited, Corporate banking Branch, Express Building, 2^nd Floor, No.1, Queen’s Road, Bangalore – 560 001, Karnataka, India

· Canara Bank, Industrial Finance Branch, No.83, Richmond Road, Bangalore – 560 025, Karnataka, India

Facilities :

Secured Loan	Rs. In Millions 31.03.2011	Rs. In Millions 31.03.2010
Rupee term loans banks secured	0.000	28.993
Rupee term loans others	0.000	36.324
Foreign currency loans others	0.000	186.425
Working Capital loans secured	118.771	123.888
TOTAL	118.771	375.630

Banking Relations :	--
Auditors :
Name :	S.R. Batliboi and Associates Chartered Accountants
Address :	12^th and 13^th Floor, "UB City" Canbera Block, No.24, Vittal Mallya Road, Bangalore – 560 001, Karnataka, India
Tel. No.:	91-80-40275000
Fax No.:	91-80-22106000
PAN :	AABFS3421N
Associates/Subsidiaries :	Bangalore Agrotech Limited CIN No.: U85110KA1994PLC016420 Excel Precision Manufacturing Limited CIN No.: U27101KA1978PLC003395

CAPITAL STRUCTURE

AS ON 31.03.2011

Authorized Capital:

No. of Shares	Type	Value	Amount
90000000	Equity Shares	Rs.2/- each	Rs.180.000 millions
10000000	Preference Shares	Rs.2/-each	Rs. 20.000 millions
	Total		Rs.200.000 millions

Issued, Subscribed & Paid-up Capital:

No. of Shares	Type	Value	Amount
26002000	Equity Shares	Rs.2/- each	Rs.52.004 millions
9893952	Preference Shares	Rs.2/- each	Rs.19.788 millions
	Total		Rs.71.792 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		71.792	71.792
2] Share Application Money		0.000	0.000
3] Reserves & Surplus		1057.600	841.215
4] (Accumulated Losses)		0.000	0.000
NETWORTH		1129.392	913.007
LOAN FUNDS
1] Secured Loans		118.771	375.630
2] Unsecured Loans		0.000	0.000
TOTAL BORROWING		118.771	375.630
DEFERRED TAX LIABILITIES		0.000	0.000
TOTAL		1248.163	1288.637
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		702.379	717.829
Capital work-in-progress		19.059	23.878
INVESTMENT		389.726	223.724
DEFERREX TAX ASSETS		31.932	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	581.852	438.027
	Sundry Debtors	526.892	246.049
	Cash & Bank Balances	58.482	382.941
	Other Current Assets	0.225	9.287
	Loans & Advances	281.614	207.046
Total Current Assets		1449.065	1283.350
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	860.296	589.507
	Other Current Liabilities	388.144	303.574
	Provisions	95.558	67.063
Total Current Liabilities		1343.998	960.144
Net Current Assets		105.067	323.206
MISCELLANEOUS EXPENSES		0.000	0.000
TOTAL		1248.163	1288.637

NOTE: Current year balance sheet is not available.

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2012	31.03.2011	31.03.2010
	SALES
		Income	4477.354	3398.776	1975.161
		Other Income	33.329	33.433	51.907
		TOTAL (A)	4510.683	3432.209	2027.068
Less	EXPENSES
		Cost of materials consumed	3020.508	2057.585	2084.558
		Employee benefit expense	690.210	518.282
		Other Expense	681.166	505.824
		Changes in inventories of finished goods, work-in-progress and stock-in-trade	(266.778)	55.229
		TOTAL (B)	4125.106	3136.920	2084.558
Less	PROFIT / (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		385.577	295.289	(57.490)
Less	FINANCIAL EXPENSES (D)		75.242	27.036	53.753
	PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		310.335	268.253	(111.243)
Less/ Add	DEPRECIATION/ AMORTISATION (F)		68.972	65.861	65.342
	EXCEPTIONAL INCOME EXPENSES		0.000	0.000	(266.736)
	PROFIT / (LOSS) BEFORE TAX (E-F) (G)		241.363	202.392	(443.321)
Less	TAX (H)		85.745	(30.735)	(62.605)
	PROFIT / (LOSS) AFTER TAX (G-H) (I)		155.618	233.127	(380.716)
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		0.000	0.000	323.565
	BALANCE CARRIED TO THE B/S		155.618	233.127	(57.151)
	EARNINGS IN FOREIGN CURRENCY
		Export Earnings	230.938	30.627	18.381
	TOTAL EARNINGS		230.938	30.627	18.381
	IMPORTS
		Raw Materials	893.448	588.381	NA
		Capital Goods	0.801	2.005	NA
	TOTAL IMPORTS		894.249	590.386	NA
	Earnings Per Share (Rs.)		5.76	8.79	(14.78)

KEY RATIOS

PARTICULARS		31.03.2012	31.03.2011	31.03.2010
PAT / Total Income	(%)	3.45	6.79	(18.78)
Net Profit Margin (PBT/Sales)	(%)	5.39	5.95	(22.44)
Return on Total Assets (PBT/Total Assets}	(%)	NA	9.27	(22.15)
Return on Investment (ROI) (PBT/Networth)		NA	0.18	(0.49)
Debt Equity Ratio (Total Liability/Networth)		NA	1.30	1.46
Current Ratio (Current Asset/Current Liability)		NA	1.08	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	Yes
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)	Yes
21]	Market information	-----
22]	Litigations that the firm / promoter involved in	-----
23]	Banking Details	Yes
24]	Banking facility details	Yes
25]	Conduct of the banking account	-----
26]	Buyer visit details	-----
27]	Financials, if provided	Yes
28]	Incorporation details, if applicable	Yes
29]	Last accounts filed at ROC	Yes
30]	Major Shareholders, if available	Yes
31]	Date of Birth of Proprietor/Partner/Director, if available	Yes
32]	PAN of Proprietor/Partner/Director, if available	No
33]	Voter ID No of Proprietor/Partner/Director, if available	No
34]	External Agency Rating, if available	No

FORM 8

Corporate identity number of the company	U85110KA1961PLC001433
Name of the company	BHARAT FRITZ WERNER LIMITED
Address of the registered office or of the principal place of business in India of the company	Peenya, Yeshwantapur PO, Bangalore – 560 022, Karnataka, India E-Mail: bfw@bfw.co.in
This form is for	Creation of charge
Type of charge	Book Debts Movable Property Floating Charge
Particular of charge holder	Bank of India, Midcorporate branch, 1^st Floor, Bank of India building, No. 11, Kempe Gowda Road, Bangalore – 560 009, Karnataka, India e-mail: mcb.bangalore@bankofindia.co.in
Nature of description of the instrument creating or modifying the charge	Hypothecation cum loan agreement
Date of instrument Creating the charge	23.05.2012
Amount secured by the charge	Rs. 610.000 millions
Brief particulars of the principal terms and conditions and extent and operation of the charge	Rate of Interest DL/CC - 2.25% over base rate effective 12.75% p.a. Other limits as per sanction terms Terms of Repayment CC - Running account repayable on demand Demand Loan of Rs.35.000 Millions is repayable in 35 monthly installments of Rs. 1.000 Millions commencing one month after disbursement. Interest charged on monthly basis to be paid separately. Other limits as per sanction terms Margin DL/CC - 25% BG - 5% Extent and Operation of the charge The charge shall operate to the extent of the entire loan amount interest commission costs expenses and other charges thereon. Others The said amount of Rs.610.000 Millions comprises Demand Loan/Buyer's Credit Rs.35.000 Millions, CC Rs.200.000 Millions (of which FCL Rs.150.000 Millions) LC with buyer's credit 360 days Rs.150.000 Millions and BG Rs.225.000 Millions.
Short particulars of the property charged	Hypothecation of all tangible and movable assets including in particular stock of CNC systems, Ball led screws, L M Guide ways, Automatic tool changers, machine bays, machine columns, splinders, other raw materials, and semi finished and finished goods like CNC machines, machine tools etc, where so ever situate or in transit belong to the borrower. All the present and future book debts, outstandings, money receivables, claims, bills which are now due and owing or which may at any time hereafter during the continuance of this security become due and owing to the borrower in the course of his business by any person, firm, company or body corporate or by the Central Government or any State Government or any Government Department or office or any municipal or local or public or semi-governmental body or authority or anybody corporate or undertaking or project whatsoever. Hypothecation of horizontal boring and milling machines, CNC machines and milling machines manufacturing machines and accessories existing/present/to be acquired in future The charge said above shall rank as under : Pari Passu First Charge On All Movable Fixed Assets With Canara Bank And Axis Bank Limited (Excluding Assets Acquired Out of DL of Rs.350.000 Millions Of BOI, On Which BOI Shall Have Exclusive Charge) Pari Passu First charge on all current assets with canara bank (other than those specifically ceded to axis bank ltd. In respect of order for which BG is issued by them) Pari Passu second charge in favorite. Of axis bank on all current assets

FIXED ASSETS

· Land

· Freehold Land

· Building

· Office Building

· Plant an Machinery

· Equipments

· Vehicles

· Motor Vehicles

· Leasehold Properties

· Computer Software

BOARD OF DIRECTORS:

Mr. A K Kothari - Chairman

Mr. Kothari is also on the boards of Albert David Limited, Bhaktwatsal Investments Limited, Gillanders Arbuthnot and Company Limited, GIS Limited, Indian Glass and Electricals Limited, Kothari Plantations and Industries Limited, Satkriti Investments Limited, Vishnuhari Investments and Properties Limited, Arvind Engineering Works Limited, Claro India Limited, Shree Sitaram Development Company Private Limited, Abhivirdhi Leasing (Private) Limited and Kothari Phytochemicals and Industries Limited.

Mr. S N Mishra -   Vice Chairman

A chartered accountant by qualification, Mr Mishra has been the president of the Indian Machine Tool Manufacturers' Association (IMTMA), the Bangalore Chamber of Industry and Commerce (BCIC), and the North Bangalore Industries Association. Mr Mishra serves the CII National Council, CMTI, and several other institutions as a member.

Mrs. P D Kothari - Director

Mrs. Kothari is also on the boards of Bhaktwatsal Investments Limited, Gillanders Arbuthnot and Company Limited, GIS Limited, Kothari Plantations and Industries Limited, Satkriti Investments Limited, Vishnuhari Investments and Properties Limited, Kothari Phytochemicals and Industries Limited, G Das and Company Private Limited, and MD Kothari and Company Limited

Mr. Shailesh Sheth - Director

An alumni of the Indian Institute of Management, Ahmedabad, Mr Shailesh Sheth has been the president of the Indian Machine Tool Manufacturing Association, and is an independent director at Birla Precision Technologies Limited, Jost Engineering Company Limited, Birla Machining and sToolings Limited, ATE Enterprises Limited, ATE Private Limited and KNF Pumps Limited

Mr. Vivek Joshi - Director

A chemical engineer from the Indian Institute of Technology, Mumbai, Mr. Joshi guides the business and growth strategy in the portfolio of Kotak Private Equity.

Mr. N N Upadhyay - Director

Mr. NN Upadhyay has led the Bangalore Chamber of Industry and Commerce as its President, served as a national executive committee member of the Indian Machine Tool Manufacturers' Association, and has also been a member of the Karnataka state council of the Confederation of Indian Industry.

Mr. Sunil V Diwakar - Director

A production technology postgraduate from the Indian Institute of technology, Chennai, Mr Diwakar is a managing partner at IL and FS (Infrastructure Leasing and Financial Services Limited).

Mr. Ajit Khandelwal - Director

Mr. Khandelwal is a professional on investment advisory, merchant banking, equity research and financial planning.

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. 53.87
UK Pound	1	Rs. 83.59
Euro	1	Rs. 72.38

INFORMATION DETAILS

Report Prepared by :

NIT

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	6
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	6
--PROFITABILIRY	1~10	5
--LIQUIDITY	1~10	5
--LEVERAGE	1~10	8
--RESERVES	1~10	6
--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	YES
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		48

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.