MIRA INFORM REPORT

Report Date :

14.01.2013

IDENTIFICATION DETAILS

Name :	STERLING AND WILSON LIMITED (w.e.f. 08.09.2009)
Formerly Known As :	STERLING AND WILSON PRIVATE LIMITED STERLING AND WILSON ELECTRICALS PRIVATE LIMITED
Registered Office :	9^th Floor, Universal Magnetic, L.P. Lokhande Marg, Chembur, Mumbai – 400043, Maharashtra
Country :	India
Financials (as on) :	31.03.2012
Date of Incorporation :	13.06.1974
Com. Reg. No.:	11-017538
Capital Investment / Paid-up Capital :	Rs. 160.360 Millions
CIN No.: [Company Identification No.]	U31200mh1974ptc017538
TAN No.: [Tax Deduction & Collection Account No.]	Mums48651B
PAN No.: [Permanent Account No.]	AAACS9939D
Legal Form :	A Closely Held Public Limited Liability Company
Line of Business :	The Company is engaged in the business of Mechanical, Electricals and Plumbing and Fire-fighting (collectively known as ‘MEP’ segment).
No. of Employees :	Information declined by management.

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 8570000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a leading Electro-Mechanical Company in India and it is a subsidiary of Shapoorji Pallonji and Company Limited. It is a well established and reputed company having a good track record. There appears some loss during the current year recorded by the company. However, the general financial position of the company seems to be strong. Liquidity position appears to be good. Fundamental are healthy. Subject gets good support from its holding company. Trade relations are reported to be fair. Business is active. Payments are reported to be regular and as per commitments. In view of experience promoter, the company can be considered for normal 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

EXTERNAL AGENCY RATING

Rating Agency Name	ICRA
Rating	Commercial Paper : (ICRA) A1
Rating Explanation	Having very strong degree of safety regarding timely payment of financial obligation. It carry lowest credit risk.
Date	September 2012

RBI DEFAULTERS’ LIST STATUS

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

EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of 31-03-2012.

INFORMATION DECLINED

MANAGEMENT NON CO-OPERATIVE (91-260-2677408)

LOCATIONS

Registered / Head Office :	9^th Floor, Universal Magnetic, L.P. Lokhande Marg, Chembur, Mumbai – 400043, Maharashtra, India
Tel. No.:	91-22-25485300
Fax No.:	91-22-25485331
E-Mail :	mumbai@sterlingwilson.com swilson@vsnl.net info@sterlingwilson.com
Website :	http://www.sterlingandwilson.com
Location :	Owned
Corporate Office :	Kasturi Building, Sanghavi Industrial Estate, Govandi Station Road, Govandi (East), Mumbai - 400088, Maharashtra, India
Tel. No.:	91-22-25485300
Fax No.:	91-22-25485331 / 352
E-Mail :	mumbai@sterlingwilson.com
Area :	5000 Sq.fts
Location :	Owned
Factory :	Survey No. 59, 343/1, Village kala, Kherdi, Khanvel, Silvassa, U.T. of Dadra and Nagar Haveli
Tel. No.:	91-260 - 2677408 / 419
Fax No.:	91-260 - 2677408
E-Mail :	silvassa@sterlinggenerators.com
International Office:	FZE P.O. BOX 54811, DFZA, Dubai
Tel. No.:	009714 6091 050
Fax No.:	007914 6091 051
Branch Office :	Located At: Ahmedabad Bangalore Chennai Goa Hyderabad Kolkata Noida Pune Vadodara Jaipur Cochin

DIRECTORS

AS ON 29.09.2012

Name :	Mr. Jimmy Jehangir Parakh
Designation :	Director
Address :	508, Sterling Tower, Harish Chandra, Goregaonkar Marg, Gamdevi, Mumbai – 400007, Maharashtra, India
Date of Birth/Age :	17.12.1949
Qualification :	B. Com
Date of Appointment :	29.09.2008
DIN No.:	00004945
Name :	Zarine Yazdi Daruvala
Designation :	Director
Address :	613, Dinshaw Mody Building, Jame Jamsed Road, Parsi Colony, Dadar, Mumbai – 400014, Maharashtra, India
Date of Birth/Age :	17.12.1944
Qualification :	B. Com
Date of Appointment :	06.03.1980
PAN No.:	AECPD6525K
DIN No.:	00190585
Name :	Khurshed Yazdi Daruvala
Designation :	Director
Address :	613, Dinshaw Mody Building, Jame Jamsed Road, Parsi Colony, Dadar, Mumbai – 400014, Maharashtra, India
Date of Birth/Age :	22.03.1969
Qualification :	B. Com, ACA
Date of Appointment :	01.09.1993
PAN No.:	AACPD7565R
DIN No.:	00216905
Name :	Lakshmiah Balachandra Naidu
Designation :	Director
Address :	A 1302, Pochkanwala Road, Worli, Mumbai – 400018, Maharashtra, India
Date of Birth/Age :	05.10.1973
Qualification :	MBA
Date of Appointment :	13.02.2010
DIN No.:	02183258
Name :	Avik Barat
Designation :	Alternate director
Address :	88, Jelicore, Road, 12-22 Singapore 208747
Date of Birth/Age :	22.03.1992
Qualification :	MBA
Date of Appointment :	30.09.2011
DIN No.:	03521123

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 29.09.2012

Names of Shareholders	No. of Shares
Pallonji S. Mistry	144000
Shapoorji Pallonji Mistry and Company limited, India	8836000
Khurshed Y. Daruvala	5231865
GS Strategic Investments, Mauritius	1824095
Zarir Madan	10
Pervin Z Madan	10
Kainaz K. Daruvala	20
Total	16036000

AS ON 29.09.2012

Equity Share Breakup	Percentage of Holding
Category
Foreign holdings [Foreign institutional investors, Foreign Companies, Foreign Financial Institutions, Non-resident Indian or Overseas corporate bodies or others]	11.00
Bodies corporate	56.00
Directors or relatives of directors	33.00
Total	100.00

BUSINESS DETAILS

Line of Business :

The Company is engaged in the business of Mechanical, Electricals and Plumbing and Fire-fighting (collectively known as ‘MEP’ segment).

Products :

ITC Code	Product Descriptions
85159000	high voltage and low voltage electrical systems, heat ventilation and air-conditioning systems (HVAC), diesel generating sets (DG Sets), structured data cabling , integrated fire alarm systems, sucurity systems.

GENERAL INFORMATION

No. of Employees :

Information declined by management.

Bankers :

Union Bank of India-Lead Bank of Union Bank Consortium, Industrial Finance Branch, 66/80, Mumbai Samachar Marg, Fort, Mumbai – 400023, Maharashtra, India

Facilities :

Secured Loans	31.03.2012	31.03.2011
	(Rs. In Millions)
Term loans from banks	1082.970	554.439
Term loans from others	23.076	0.000
Working capital loans from banks	1000.000	1200.000
Total	2106.046	1754.439
Note: Details of the security and repayment terms : a. Working capital facility from State Bank of India and ICICI Bank is secured by hypothecation of book debts and first charge on fixed assets of the Company carrying an interest ranging from 11% to 12.5% p.a repayable within a period ranging from seven days to three months. b. Cash credit facility from Union Bank of India, Yes Bank and ICICI Bank is secured by hypothecation of book debts and first charge on fixed assets of the Company, ranking pari pasu. Cash credit facility from the banks carries interest rate ranging from 12% to 13.5% p.a., compounded on monthly basis on actual amount utilised, and are repayable on demand. c. Working capital facility from Barclays Bank Plc carrying an interest ranging 11% to 12% from is guaranteed by the Joint Managing director of the Company and is repayable on demand. d. Buyers credit facility is secured by hypothecation of book debts and first charge on fixed assets of the Company, ranking pari pasu carrying an interest ranging from 11% to 13%. e. Unsecured loan from Axis Bank, DBS, Kotak Mahindra and Citibank is repayable within six months to one year with a roll over ranging from one week to three months carrying an interest ranging from 11% to 13% p.a. f. The Company has taken Inter-Corporate deposit from HDFC Bank Limited which carries an interest rate of 13.5% p.a is repayable within 84 days with and eqivalent roll over period. g. Unsecured loan from a director carries an interest rate of 11% p.a and is repayable on demand.

Banking Relations :	--
Auditors :
Name :	BSR and Company Chartered Accountants
Address :	Lodha Excelus, 1^st Floor, Apollo Mills Compound, N M Joshi Marg, Mahalakshmi, Mumbai - 400011
Income-tax PAN of auditor or auditor's firm :	AAIFB7355D
Holding Company :	Shapoorji Pallonji and Company Limited [U45200MH1943PLC003812]
Subsidiaries :	Ø Sterling and Wilson International FZE Ø Range Consultants Private Limited [U72200DL2002PTC114999]
Fellow Subsidiary company :	Ø Sterling Generators Private Limited [U99999MH1995PTC085899] Ø Sterling and Wilson Powergen Private Limited [U70100MH1995PTC088637] Ø S D Corporation Private Limited [U70109MH1998PTC116091] Ø Bengal Shapoorji Housing Development Private Limited [U65990MH1988PTC049619] Ø Manjri Horse Breeders Farm Private Limited

CAPITAL STRUCTURE

AS ON 31.03.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
18,000,000	Equity Shares	Rs. 10/- each	Rs. 180.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
16,036,000	Equity Shares	Rs. 10/- each	Rs. 160.360 Millions

A] Reconciliation of shares outstanding at the beginning and at the end of reporting year:

Equity shares	31.03.2012
	Number	Amount in Millions
Balance as at the beginning of the year	16,036,000	160.360
Balance as at the end of the year	16,036,000	160.360

B] Rights, preferences and restrictions attached to equity shares

"The company has a single class of equity shares. Accordingly, all equity shares rank equally with regard to dividends and share in the company’s residual assets. The equity shares are entitled to receive dividend as declared from time to time. The voting rights of an equity shareholder on a poll (not on show of hands) are in proportion to its share of the paid-up equity capital of the Company. Voting rights cannot be exercised in respect of shares on which any call or other sums presently payable have not been paid. Failure to pay any amount called up on shares may lead to forfeiture of the shares. On winding up of the Company, the holders of equity shares will be entitled to receive the residual assets of the company."

C] Shares held by holding company

Name of Shareholder	31.03.2012
	Number	Amount in Millions
Shapoorji Pallonji and Company Limited, the holding company	8,836,00	88.360

E] Shares allotted as fully paid up by way of bonus shares (during the five period ended March 31, 2012 (31 March 2011) during the period of five years immediately preceding the reporting date:

Equity shares 13,200,000 (FY 2011: 13,200,000) fully paid up have been allotted as bonus shares by capitalisation of general reserve

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		160.360	160.360	160.360
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		1983.465	2316.656	2129.631
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		2143.825	2477.016	2289.991
LOAN FUNDS
1] Secured Loans		2106.046	1754.439	905.388
2] Unsecured Loans		950.003	649.743	448.000
TOTAL BORROWING		3056.049	2404.182	1353.388
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		5199.874	4881.198	3643.379
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		503.052	353.258	289.630
Capital work-in-progress		0.000	20.801	0.000
INVESTMENT		61.029	61.029	113.844
DEFERRED TAX ASSETS		0.000	22.110	16.350
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	945.047	957.544	588.368
	Sundry Debtors	7106.687	4224.553	6217.543
	Cash & Bank Balances	47.855	195.066	99.812
	Other Current Assets	2803.998	3858.553	0.000
	Loans & Advances	1295.470	802.644	561.128
Total Current Assets		12199.057	10038.360	7466.851
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	5354.021	4097.421	3344.815
	Other Current Liabilities	2056.542	1350.564	757.105
	Provisions	152.701	166.375	141.376
Total Current Liabilities		7563.264	5614.360	4243.296
Net Current Assets		4635.793	4424.000	3223.555
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		5199.874	4881.198	3643.379

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2012	31.03.2011	31.03.2010
	SALES
		Revenue from operations	15603.381	12200.899	10825.695
		Other Income	124.363	68.609	13.480
		TOTAL (A)	15727.744	12269.508	10839.175
Less	EXPENSES
		Cost of materials consumed	11182.328	8744.154
		Changes in inventories of finished goods, work-in-progress and stock-in-trade	(2.096)	(260.149)
		Employee benefit expense	1145.550	977.579
		Other expenses	3208.346	2193.977
		TOTAL (B)	15534.128	11655.561	10219.860
Less	PROFIT/ (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		193.616	613.947	619.315
Less	FINANCIAL EXPENSES (D)		408.537	239.529	141.420
	PROFIT/ (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		(214.921)	374.418	477.895
Less/ Add	DEPRECIATION/ AMORTISATION (F)		100.298	72.656	56.447
	PROFIT/ (LOSS) BEFORE TAX (E-F) (G)		(315.219)	301.762	421.448
Less	TAX (H)		17.972	105.388	148.676
	PROFIT/ (LOSS) AFTER TAX (G-H) (I)		(333.191)	196.374	272.772
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		1448.960	1283.986	1057.413
Less	APPROPRIATIONS
		Transfer to General Reserve	0.000	22.000	27.500
		Dividend	0.000	8.000	16.036
		Tax on Dividend	0.000	1.400	2.663
	BALANCE CARRIED TO THE B/S		1115.769	1448.960	1283.986
	EARNINGS IN FOREIGN CURRENCY
		Export Earnings	46.976	377.977	0.000
	IMPORTS
		Raw Materials	595.128	1250.097	0.000
	Earnings/ (Loss) Per Share (Rs.)		(20.78)	12.25	17.01

KEY RATIOS

PARTICULARS		31.03.2012	31.03.2011	31.03.2010
PAT / Total Income	(%)	(2.12)	1.60	2.52
Net Profit Margin (PBT/Sales)	(%)	(2.02)	2.47	3.89
Return on Total Assets (PBT/Total Assets}	(%)	(2.48)	2.90	5.43
Return on Investment (ROI) (PBT/Networth)		(0.15)	0.12	0.18
Debt Equity Ratio (Total Liability/Networth)		4.95	3.24	2.44
Current Ratio (Current Asset/Current Liability)		1.61	1.79	1.76

LOCAL AGENCY FURTHER INFORMATION

SUNDRY CREDITORS DETAILS:

Particulars	31.03.2012	31.03.2011	31.03.2010
	(Rs. In Millions)
Trade payables	5354.021	4097.421	3344.815

Sr. No.	Check List by Info Agents	Available in Report (Yes / No)
1]	Year of Establishment	Yes
2]	Locality of the firm	Yes
3]	Constitutions of the firm	Yes
4]	Premises details	No
5]	Type of Business	Yes
6]	Line of Business	Yes
7]	Promoter's background	Yes
8]	No. of employees	No
9]	Name of person contacted	No
10]	Designation of contact person	No
11]	Turnover of firm for last three years	Yes
12]	Profitability for last three years	Yes
13]	Reasons for variation <> 20%	--
14]	Estimation for coming financial year	No
15]	Capital in the business	Yes
16]	Details of sister concerns	Yes
17]	Major suppliers	No
18]	Major customers	No
19]	Payments terms	No
20]	Export / Import details (if applicable)	No
21]	Market information	--
22]	Litigations that the firm / promoter involved in	--
23]	Banking Details	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	Yes
33]	Voter ID No of Proprietor/Partner/Director, if available	No
34]	External Agency Rating, if available	Yes

UNSECURED LOANS

Unsecured Loans	31.03.2012	31.03.2011
	(Rs. In Millions)
Term loans from banks	600.003	0.243
Term loans from others	350.000	249.500
Deposits	0.000	400.000
Total	950.003	649.743

BACKGROUND

Subject is one of India’s electro-mechanical engineering companies. Its range of activities cover high voltage and low voltage electrical systems, heat ventilation and air-conditioning systems (HVAC), diesel generating sets (DG sets), structured data cabling, integrated fire alarm systems, security systems, etc.

Subject primarily provides turnkey solutions for electrical, HVAC and DG sets to clients across industry segments. It also provides electrical maintenance services to select clients.

The Company was established in 1927 as Wilson Electric Works. The Company was renamed as Sterling and Wilson Electricals Private Limited in 1974 and subsequently as Sterling and Wilson Private Limited in Financial Year 2007. The name has been changed to Sterling and Wilson Limited on 24 June 2009. Sterling and Wilson Limited is a subsidiary of Shapoorji Pallonji and Company Limited, effective from 17 April 2008.

OVERVIEW OF PERFORMANCE

The Indian economy has been decelerating in the wake of global uncertainties, slowing the process of investments in all segments of the market. The fiscal and tight monetary measures initiated by the Government to contain the unabated inflationary pressures and the consequent severe liquidity crunch, have shifted gears of growth in all segments of the market.

The slowing down has impacted the order inflows except for the EPC and Green Energy fields with very few new investments in the traditional segments, Though the Company has been able to notch up a growth of xx% in turnover over the last fiscal, the operating profit is substantially lower due to procrastinated implementation of projects by customers, ending in cost overruns due to additional overheads at site, volatile commodity prices, inflationary push coupled, with initial competitive margins. Higher interest rates and consequent stretched dependence on borrowings because of inordinate delays in customer payments resulted in a considerable increase in the cost of borrowings.

Further due to the delays in execution, the margins on jobs have been lower than what had been anticipated in the previous years and hence there has been a bigger impact in the current year. In view of all these, the year ended with a net loss of Rs.333.100 against profit after tax of Rs. 196.400 last year.

OUTLOOK FOR 2012-13

Whilst the focus in the current year is to bag orders at better margins and with better terms of payment, the full impact of this decision will be felt in the year 2013-14. In the year 2012, we expect that the jobs bagged in the previous years will continue to drag on and affect both profitability and the working capital cycle.

In an ambiguous and uncertain environment, the company expects to maintain a modest growth in turnover during the current year and try to mitigate the pressures on margins through better utilization of resources, planning for commodity procurement and cash flow management.

SCHEME FOR MERGER OF WHOLLY OWNED SUBSIDIARY WITH THE COMPANY

The Board of Directors of the Company in their meeting held on 29 September 2010 approved the Scheme of Amalgamation (‘Amalgamation Scheme’) of the Company with its wholly owned subsidiary PSC Engineers Private Limited (‘PSC’). PSC was in the business of undertaking electrical contracts. The Scheme was approved by the Hon’ble High Court of Judicature at Kolkata vide its order dated 18 April 2011 and filed with the Registrar of Companies (‘ROC’) on 29 May 2011, as required under Section 391(3) of the Act.

As per the Scheme, PSC amalgamated with the Company with effect from 1 April 2010, the Appointed Date and the Scheme has been given effect to on 28 July 2011, being the Effective Date and the accounting treatment prescribed by the Scheme has been given effect to in the financial statements for the year ended 31 March 2011.

The amalgamation has been recorded for under the ‘pooling of interests’ method as prescribed by Accounting Standard – 14 on “Accounting for Amalgamations” issued by the Central Government. Accordingly, all assets, liabilities and reserves of the erstwhile PSC as at 1 April 2010 have been taken over at their respective book values. Investments in the equity shares of PSC as appearing in the books of the Company as at 31 March 2011 have been cancelled. Pursuant to the provisions of the Amalgamation Scheme the excess of cost of investment in PSC over the book value of net assets of PSC, aggregating to Rs. 38.673 Millions has been debited to Goodwill in the books and amortized over five years.

BANKERS CHARGES REPORT AS PER REGISTRY

Corporate identity number of the company	U31200MH1974PLC017538
Name of the company	STERLING AND WILSON LIMITED
Address of the registered office or of the principal place of business in India of the company	9^th Floor, Universal Magnetic, L.P. Lokhande Marg, Chembur, Mumbai – 400043, Maharashtra, India Email: mumbai@sterlingwilson.com
This form is for	Modification of charge
Charge identification number of the modified	10181814
Type of charge	Immovable property
Particular of charge holder	Union Bank of India-Lead Bank of Union Bank Consortium, Industrial Finance Branch, 66/80, Mumbai Samachar Marg, Fort, Mumbai – 400023, Maharashtra, India Email: cbsifbmsmarg@unionbankofindia.com
Nature of description of the instrument creating or modifying the charge	Supplemental memorandum of entry (constructive delivery)
Date of instrument Creating the charge	26.11.2012
Amount secured by the charge	11500.000 Millions
Brief particulars of the principal terms an conditions and extent and operation of the charge	Rate of interest Interest at the rate or rates as may be stipulated in the relevant sanction letters of each bank of union bank consortium. Terms of repayment On demand Margin As per sanction terms of each bank of union bank consortium. Extent and operation of the charge To secure an aggregate limit of Rs.11500.000 Millions granted by union bank consortium as under :- Name of the bank fund based limit non fund based limit Union Bank of India rs.900.000 Millions rs.3250.000 Millions State Bank of India rs.560.000 Millions rs.1710.000 Millions ICICI Bank Limited rs.300.000 Millions rs.2250.000 Millions Yes Bank Limited rs.100.000 Millions rs.400.000 Millions Axis Bank Limited rs.340.000 Millions rs.1390.000 Millions HSBC * rs.300.000 Millions (rs.300.000 Millions) Total rs.2500.000 Millions rs.9000.000 Millions * The fund based limits and non fund based limits of HSBC are fungible. Union bank consortium comprises of Union Bank of India, State Bank of India, ICICI Bank Limited, Yes Bank Limited, Axis Bank Limited and HSBC as members of the consortium.
Short particulars of the property charged	Extension of joint equitable mortgage in favour of union bank consortium in respect of the company's immovable porperty being commercial property comprising of building consisting of ground and three upper floors constructed on property bearing Municipal No.4a/14; 4/3 7 5-6/1, Survey No.88/1b, Site No.4, 4a, 5, 6 - Tavarekere Main Road, Division 58, 4th A Main, Chikka Adugodi New Extension, Bmp Ward No.66, Madiwala, Bangalore City - 560029 bounded by east - private property, west - remaining portion of Property No.4, South - Private Property, North - Road, totally admeasuring 5205 sq. Ft. Together with all the buildings and structures thereon, fixtures, fittings and all plant and machinery attached to the earth or permanently fastened to anything attached to the earth, both present and future.
Date of Modification	10.11.2012
Particulars of the present modification	Extension of joint equitable mortgage in favour of union bank consortium in respect of building Consisting of ground and 3 upper floors constructed on property bearing Municipal No. 4A/14, 4/3 7 5-6/1, Survey No.88/1b, Site No.4, 4a, 5, 6 - Tavarekere Main Road, Division 58, 4th A Main, Chikka Adugodi New Extension, Bmp Ward No.66, Madiwala, Bangalore City - 560029 as security for an aggregate amount of Rs.11500.000 Millions granted by the said consortium.

fixed assets:

Ø Plant and Machinery

Ø Computers

Ø Vehicles

Ø Furniture and Fixtures

Ø Premises

CMT REPORT (Corruption, Money Laundering & Terrorism]

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

1] INFORMATION ON DESIGNATED PARTY

No exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

2] Court Declaration :

No exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

3] Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

4] Record on Financial Crime :

Charges or conviction registered against subject: None

5] Records on Violation of Anti-Corruption Laws :

Charges or investigation registered against subject: None

6] Records on Int’l Anti-Money Laundering Laws/Standards :

Charges or investigation registered against subject: None

7] Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

8] Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

9] Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

10] Press Report :

No press reports / filings exists on the subject.

CORPORATE GOVERNANCE

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

CONTRAVENTION

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

FOREIGN EXCHANGE RATES

Currency	Unit	Indian Rupees
US Dollar	1	Rs. 54.54
UK Pound	1	Rs. 88.05
Euro	1	Rs. 72.29

INFORMATION DETAILS

Information Gathered by :	SVA
Report Prepared by :	BVA

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	7
PAID-UP CAPITAL	1~10	7
OPERATING SCALE	1~10	6
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	6
--PROFITABILIRY	1~10	6
--LIQUIDITY	1~10	6
--LEVERAGE	1~10	6
--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	NO
--OTHER MERIT FACTORS	YES/NO	YES
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	-

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.