MIRA INFORM REPORT

Report Date :

16.05.2013

IDENTIFICATION DETAILS

Name :	BRY-AIR (ASIA) PRIVATE LIMITED (w.e.f. 30.04.2011)
Formerly Known As :	BRY AIR (ASIA) PRIVATE LIMITED
Registered Office :	20 Rajpur Road, New Delhi– 110054
Country :	India
Financials (as on) :	31.03.2012
Date of Incorporation :	12.10.1981
Com. Reg. No.:	55-012456
Capital Investment / Paid-up Capital :	Rs.6.400 Millions
CIN No.: [Company Identification No.]	U74210DL1981PLC012456
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturer of Dehumidifiers, Dryers and Providing Installation and Other Services
No. of Employees :	1200 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

A (63)

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 5135000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is an established company having fine track record. There appears some dip in net profit during 2012. However financially, the company seems to be strong. Liquidity position is good. Trade relations are reported as fair. Business is active. Payments are reported to be regular and as per commitment. The company can be considered good for normal business dealings at usual trade terms and condition.

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

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 (GENERAL DETAILS)

Name :	Mr. Naresh
Designation :	Sales Executive
Contact No.:	91-9818223589
Date :	14.05.2013

LOCATIONS

Registered Office :	20 Rajpur Road, New Delhi– 110054, Delhi, India
Tel. No.:	91-11-23906666
Mobile No.:	91-9818223589 (Mr. Naresh)
Fax No.:	91-11-23906600
E-Mail :	dpahwa@pahwa.com bryairmarketing@pahwa.com info@pahwa.com nkverma@pahwa.com enquire@pahwa.com
Website :	www.bryair.com
Location :	Owned
Corporate Office/ Factory 1 :	21-C, Sector 18, Gurgaon – 122015, Haryana, India
Tel No.:	91-124-4091111
Fax No.:	91-124-4091100
Factory 2 :	419-420, Udyog Vihar – III, Gorgaon, Haryana, India
Tel No.:	91-124-4184400/4184444
Fax No.:	91-124-4184400
Email :	bryairplant@pahwa.com
Branch Offices :	Located at : Bangalore Chandigarh Chennai Gurgaon Hyderabad Mumbai New Delhi Pune

DIRECTORS

As on : 28.09.2012

Name :	Mr. Deepak Pahwa
Designation :	Managing Director
Address :	20, Rajpur Road, Delhi – 110054, India
Date of Birth/Age :	B.Sc (Electric)
Qualification :	43 Years
Experience :	07.07.1953
Date of Appointment :	12.10.1981
DIN No.:	00176606
Name :	Mrs. Vinita Pahwa
Designation :	Director
Address :	20, Rajpur Road, Delhi – 110054, India
Date of Birth/Age :	28.09.1955
Date of Appointment :	12.10.1981
DIN No.:	00176643
Name :	Mr. Anil Kumar
Designation :	Director
Address :	21-Amrita Shergill Marg, New Delhi, India
Date of Birth/Age :	09.06.1954
Date of Appointment :	02.12.1983
DIN No.:	00531102
Name :	Mr. Rajnish Joshi
Designation :	Director
Address :	36/75, Punjabi Bagh, New Delhi – 110026, Delhi, India
Date of Birth/Age :	03.07.1953
Date of Appointment :	25.11.2000
DIN No.:	00345863
Name :	Mr. Dinesh Gupta
Designation :	Director
Address :	A-77, Malviya Nagar, New Delhi – 110026, Delhi, India
Date of Birth/Age :	21.10.1958
Date of Appointment :	25.11.2000
DIN No.:	00176673
Name :	Mr. Paul D. Griesse
Designation :	Director
Address :	2640, North Street, Granville, OHIO – 43012, USA
Date of Birth/Age :	13.06.1943
Date of Appointment :	11.03.1986
DIN No.:	02170497
Name :	Mr. Prem Sagar
Designation :	Director
Address :	101, First Floor, Silver Springs, Rizvi Complex, Shetty, Rajan Road, Bandra West, Mumbai – 4000650, Maharashtra, India
Date of Birth/Age :	20.08.1935
Date of Appointment :	11.01.2004
DIN No.:	01859762
Name :	Mr. Varun Pahwa
Designation :	Additional Director
Address :	20, Rajpur Road, Delhi – 110054, India
Date of Appointment :	28.09.2012
DIN No.:	01831184
Name :	Mr. Vivek Pahwa
Designation :	Additional Director
Address :	20, Rajpur Road, Delhi – 110054, India
Date of Appointment :	28.09.2012
DIN No.:	01831202

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on : 28.09.2012

Names of Shareholders	No. of Shares
Deepak Pahwa	11500
Vinita Pahwa	42780
Varun Pahwa	4860
Vivek Pahwa	4860
Total	64000

Equity Share Break up (Percentage of Total Equity)

As on : 28.09.2012

Category	Percentage
Directors or relatives of Directors	100.00
Total	100.00

BUSINESS DETAILS

Line of Business :	Manufacturer of Dehumidifiers, Dryers and Providing Installation and Other Services
Exports :
Products :	· Dehumidification · Drying
Countries :	· Middle East · South Africa · Gulf Countries etc
Terms :
Selling :	L/C
Purchasing :	L/C

GENERAL INFORMATION

Customers :

Others (Industries)

No. of Employees :

1200 (Approximately)

Bankers :

· The Royal Bank Of Scotalnd N.V, Hansalya Building, 15, Barkahamba Road, New Delhi -110001, Delhi, India

· ABN Amro Bank N. V., Hansalaya Builiding, 15 Barakhamba Road, New Delhi – 110001, Delhi, India

Facilities :

Rs in Millions

SECURED LOAN	31.03.2012	31.03.2011
Packing Credit in Foreign Currency From Banks	18.544	47.472
Total	18.544	47.472

Note :

Packing credit in foreign currency from bank is secured against hypothecation of the inventories and trade receivables.

Auditors :
Name :	Walker, Chandiok and Company Chartered Accountants
Address :	L-41, Connaught Circus, New Delhi – 110001, India
Tel. No.:	91-11-42787070
Fax No :	91-11-42787071
Pan No :	AAAFW4298E
E-Mail :	newdelhi@wcgt.in
Memberships :	Assochem, CII, EEPC, FICCI, INDIA German Chamber of Commerce, Indo American Chamber of Commerce, India China Chamber of Commerce, Indo US Chamber of Commerce, Ishrae NCR Chamber of Commerce, PHD Gurgaon Chamber of Commerce.
Subsidiary Companies :	· Bry-Air (Malaysia) Sdn Bhd, Malaysia · Bry-Air (Shanghai) Air Treatment, China · Ahlberg + Hennrich GmbH, Germany · Bry-Air Pro-Kon Sagl, Switzerland

CAPITAL STRUCTURE

As on : 28.09.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
98000	Equity Shares	Rs. 100/- each	Rs. 9.800 Millions
2000	Preference Shares	Rs. 100/- each	Rs. 0.200 Millions
	Total		Rs, 10.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
64000	Equity Shares	Rs. 100/-each	Rs. 6.400 Millions

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		6.400	6.400	6.400
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		1277.338	1109.739	916.910
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		1283.738	1116.139	923.310
LOAN FUNDS
1] Secured Loans		18.544	47.472	38.583
2] Unsecured Loans		0.000	0.000	0.000
TOTAL BORROWING		18.544	47.472	38.583
DEFERRED TAX LIABILITIES		0.000	1.120	2.593
TOTAL		1302.282	1164.731	964.486
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		100.125	113.989	115.171
Capital work-in-progress		2.172	0.000	6.866
INVESTMENT		833.067	712.067	506.238
DEFERRED TAX ASSETS		14.984	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	108.086	87.643	64.267
	Sundry Debtors	251.078	215.060	264.217
	Cash & Bank Balances	104.259	65.938	76.470
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	51.605	83.582	40.353
Total Current Assets		515.028	452.223	445.307
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	102.738	59.578	64.683
	Other Current Liabilities	36.245	31.660	21.580
	Provisions	24.111	22.310	22.833
Total Current Liabilities		163.094	113.548	109.096
Net Current Assets		351.934	338.675	336.211
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		1302.282	1164.731	964.486

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2012	31.03.2011	31.03.2010
	SALES
		Revenue from Operation (Gross)	961.827	900.341	848.763
		Other Income	72.099	35.497	57.226
		TOTAL (A)	1033.926	935.838	905.989
Less	EXPENSES
		Office Expenses
		Administrative Expenses
		Advertising Expenses
		TOTAL (B)	773.338	639.638	637.577
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		260.588	296.200	268.412
Less	FINANCIAL EXPENSES (D)		5.681	3.533	5.842
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		254.907	292.667	262.570
Less/ Add	DEPRECIATION/ AMORTISATION (F)		18.513	18.400	17.403
	PROFIT BEFORE TAX (E-F) (G)		236.394	274.267	245.167
Less	TAX (H)		68.796	81.437	80.781
	PROFIT AFTER TAX (G-H) (I)		167.598	192.830	164.386
	EARNINGS IN FOREIGN CURRENCY
		F.O.B Value of Export	279.488	251.903	283.128
		Commission	12.444	1.492	7.926
		Interest	0.400	0.585	0.388
		License Fees	0.051	0.224	0.142
		Royalty	0.000	0.000	0.739
		Other Earnings	0.121	0.380	1.087
	TOTAL EARNINGS		292.505	254.585	293.411
	IMPORTS VALUE		33.992	25.119	18.324
	Earnings Per Share (Rs.)		2618.72	3012.97	2568.51

KEY RATIOS

PARTICULARS		31.03.2012	31.03.2011	31.03.2010
PAT / Total Income	(%)	16.21	20.61	18.14
Net Profit Margin (PBT/Sales)	(%)	24.58	30.46	28.89
Return on Total Assets (PBT/Total Assets}	(%)	38.41	48.44	43.74
Return on Investment (ROI) (PBT/Networth)		0.18	0.24	0.26
Debt Equity Ratio (Total Debt /Networth)		0.01	0.04	0.04
Current Ratio (Current Asset/Current Liability)		3.16	3.98	4.08

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	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	No
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)	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

PERFORMANCE HIGHLIGHTS :

Profit before exceptional items and tax has increased by 9.91% from Rs. 274.267 Millions to Rs. 301.456 Millions

And profit after tax and exceptional items adjustments decreased by 13.08% from Rs. 192.830 Millions to Rs. 65.062 Millions made for diminution in value of investments and loans provided to A+H

SUBSIDARY COMPANIES :

(i) Bry-Air (Malaysia) Sdn Bhd, Malaysia, for the year ended March31, 2011 (ii)Bry-Air (Shanghai) Air Treatment, China and (III) Bry-Air ProKon SAGL, Switzerland For the year ended December 31, 2010 are appended. It is reported that in the case of subsidiary company A+H, Germany, the insolvency proceedings were started in October 2011

BANKERS CHARGES REPORT AS PER REGISTRY

Corporate identity number of the company	U74210DL1981PTC012456
Name of the company	BRY AIR (ASIA) PRIVATE LIMITED
Address of the registered office or of the principal place of business in India of the company	20 Rajpur Road, Delhi – 110054, India Email: dpahwa@pahwa.com
This form is for	Modification of charge
Charge identification (ID) number of the charge to be modified	80013718
Type of charge	· Book debts · Movable Property · Floating Charge
Particular of charge holder	The Royal Bank of Scotalnd, 4, North Avenue, Level 3, Maker Maxity, Bandra Kurla Complex, Bandra East, Mumbai – 400051, Maharashtra, India Email: GBMIncadelhidocumentation@rbs.com
Nature of instrument creating charge	Supplementary Deed of Hypothecation of Movable Assets
Date of instrument Creating the charge	20.12.2012
Amount secured by the charge	Rs. 350.000 Millions
Brief of the principal terms an conditions and extent and operation of the charge	Rate of interest : As agreed by and with the Bank from time to time. Terms of repayment : As agreed by and with the Bank from time to time. Margin : As applicable if any. Extent and operation of the charge : The Royal Bank of Scotland N.V. Bank is having first and exclusive charge on the security given by the Company
Short particulars of the property charged	First and exclusive charge on a) all the present and future stock in trade, raw materials, spares, consumable stores, semi finished goods, goods in process of manufacturing, finished and manufactured goods and all the other merchandise.. b) all the present and future current assets including but not limited to book debts, o/s monies, receivables, claims, bills, cash in hand, cash at bank, investments, securities, contract, choses in action, rights.
Date of last modification prior to the present modification	21.05.2011
Particulars of the present modification	The existing charge amt of Rs.230.000 Millions enhanced to Rs.350.000 Millions and is also secured as first and exclusive charge on a) all the present and future stock in trade, raw materials, spares, consumable stores, semi finished goods, goods in process of manufacturing, finished and manufactured goods and all the other merchandise...... b) all the present and future current assets including but not limited to book debts, o/s monies, receivables, claims, bills.

FIXED ASSETS :

• Land
• Freehold
• Leasehold
• Buildings
• Leasehold Improvement
• Furniture, Fixtures and Air Conditioners
• Office Equipments
• Motor Vehicles
• Computer Software
• Goodwill
• Trade mark

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. 54.78
UK Pound	1	Rs. 83.38
Euro	1	Rs. 70.72

INFORMATION DETAILS

Information Gathered by :	HTL
Report Prepared by :	NIS

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	7
PAID-UP CAPITAL	1~10	6
OPERATING SCALE	1~10	7
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	7
--PROFITABILIRY	1~10	7
--LIQUIDITY	1~10	7
--LEVERAGE	1~10	8
--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	YES
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		63

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.