MIRA INFORM REPORT

Report Date :

19.10.2013

IDENTIFICATION DETAILS

Name :	TOPACK FITTINGS LIMITED
Formerly Known As :	TOPACK FITTINGS PRIVATE LIMITED
Registered Office :	Level-2, Kalpataru Synergy, Opposite Grand Hyatt, Santacruz (East), Mumbai-400055, Maharashtra
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	08.05.1990
Com. Reg. No.:	11-056461
Capital Investment / Paid-up Capital :	Rs.30.000 Millions
CIN No.: [Company Identification No.]	U99999MH1990PLC056461
Legal Form :	A Closely Held Public Limited Liability Company
Line of Business :	Manufacturer and Exporter of Pipe Fittings.
No. of Employees :	Information declined by the management

RATING & COMMENTS

MIRA’s Rating :

B (30)

RATING		STATUS	PROPOSED CREDIT LINE
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small

Maximum Credit Limit :	USD 2100000
Status :	Moderate
Payment Behaviour :	Unknown
Litigation :	Clear
Comments :	Subject is an established company having moderate track record. Financial for the year 2012, 2013 are not available and also management remain non-cooperative and denied to part any information. As per available financials of the year (2011) the company seems normal for business dealing. Business is active. Payment terms are unknown. The company can be considered for business dealings with some caution.

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

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

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

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

EXTERNAL AGENCY RATING

Rating Agency Name	CRISIL
Rating	BB+ (Long Term Rating)
Rating Explanation	Moderate risk of default.
Date	February 8, 2013

Rating Agency Name	CRISIL
Rating	A4+ (Short Term Rating)
Rating Explanation	Minimal degree of safety. It carry high credit risk.
Date	February 8, 2013

RBI DEFAULTERS’ LIST STATUS

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

EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS

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

INFORMATION DENIED

Management Non-Cooperative (91-265-6545211)

LOCATIONS

Registered Office :	Level-2, Kalpataru Synergy, Opposite Grand Hyatt, Santacruz (East), Mumbai-400055, Maharashtra, India
Tel. No.:	91-22-67973121 91-265-6545211
Fax No.:	91-22-67030206
E-Mail :	tpi@tubeproducts.in topack@usa.net pradeep@tubeproducts.in tpi@technet-online.com
Website :	http://www.tubepro.com

DIRECTORS

AS ON 28.09.2012

Name :	Mr. Janak Jagmohandas Kakatia
Designation :	Director
Address :	23/B, Kunj Society, Alkapuri, Vadodara – 390 007, Gujarat, India
Date of Birth :	09.09.1954
Date of Appointment :	01.04.2006
PAN No.:	AAHPK2212M
DIN No.:	00123935
Name :	Mr. Jagmohandas Kuberdas Katakia
Designation :	Director
Address :	23/B, Kunj Society, Alkapuri, Vadodara – 390 007, Gujarat, India
Date of Appointment :	08.06.2011
DIN No.:	01570591
Name :	Mr. Ravi Ghanshyamdas Lekhrajani
Designation :	Director
Address :	Flat No.B-605, Sagar Shrot, Juhu Varsova, New Link Road, Andheri (West), Mumbai-400053, Maharashtra, India
Date of Appointment :	08.06.2011
DIN No.:	01759409

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 28.09.2012

Names of Shareholders	No. of Shares
Janak J Karatria	2835
Surbhi Janak Karatria	50738
Janak J Karatria (HUF)	11
Jagmohandas K Karatria	8117
Indumati J Karatria	43499
Jagmohandas Karatria (HUF)	316
Priyal J Karatria	10009
Wayzata II Indian Ocean Limited, India	225000
TOTAL	340525

AS ON 28.09.2012

Equity Shares Break Up	Percentage of Holding
Bodies corporate	66.00
Directors or relatives of Directors	34.00
TOTAL	100.00

BUSINESS DETAILS

Line of Business :

Manufacturer and Exporter of Pipe Fittings.

Products :

Product Description	ITC Code No
Butt Welded Pipe Fittings	730793.90

PRODUCTION STATUS (AS ON : 31.03.2010)

Particulars	Unit	Installed Capacity	Actual Production
Butt Welded Pipe Fittings	Nos.	825000	538076

GENERAL INFORMATION

No. of Employees :

Information declined by the management

Bankers :

· Industrial Development Bank of India, IDBI Towers, Colaba, Mumbai-400005, Maharashtra, India

· ICICI Bank Limited, Landmark Race Course Circle, Vadodara – 390 007, Gujarat, India

· State Bank of India, Makarpura Industrial Estate Branch, 1^st Floor, VCCI Building, Makarpura, Vadodara-390010, Gujarat, India

· The Lakshmi Vilas Bank Limited, Alkapuri, Baroda-390007, Gujarat, India

Facilities :

Secured Loan	Rs. In Millions 31.03.2011	Rs. In Millions 31.03.2010
Rupee term loans secured
Rupee term loans banks secured	26.464	36.883
Rupee term loans financial institutions secured	18.900	0.000
Foreign currency loans secured
Foreign currency loans banks secured	13.230	20.062
Working capital loans secured
Working capital loans banks secured	242.853	231.235
Loans taken for fixed assets secured
Loans taken for vehicles secured	5.420	0.347
Interest accrued due secured loans
Interest accrued due other debt secured	0.582	0.380
TOTAL	307.449	288.907

Banking Relations :	--
Auditors :
Name :	J M Pabari and Associates Chartered Accountants
Address :	302, Helix Complex, Opposite Surya Hotel, Sayajigunj, Vadodara – 390005, Gujarat, India
Tel. No.:	91-265-2225171 / 2225172 / 6625172
Mobile No.:	91-9825670560
E-Mail :	jmpabari@yahoo.co.in
PAN No.:	ACPPP2581C
Associates :	Topack Industries India Limited CIN No.: U99999MH1987PLC044364
Other Related Parties :	· Rohit Mohit Construction Corporation · Prasham Engineers Private Limited · Pratik Engineering Private Limited

CAPITAL STRUCTURE

AS ON 28.09.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
500000	Equity Shares	Rs.100/- each	Rs. 50.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
340525	Equity Shares	Rs.100/- each	Rs.34.053 Millions

AS ON 31.03.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
500000	Equity Shares	Rs.100/- each	Rs. 50.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
300000	Equity Shares	Rs.100/- each	Rs.30.000 Millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2011	31.03.2010	31.03.2009
SHAREHOLDERS FUNDS
1] Share Capital		30.000	30.000	30.000
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		512.423	424.877	328.615
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		542.423	454.877	358.615
LOAN FUNDS
1] Secured Loans		307.449	288.907	253.861
2] Unsecured Loans		31.643	0.000	0.000
TOTAL BORROWING		339.092	288.907	253.861
DEFERRED TAX LIABILITIES		38.398	37.543	36.287
TOTAL		919.913	781.327	648.763
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		263.054	255.281	260.455
Capital work-in-progress		15.534	5.405	6.061
INVESTMENT		0.000	0.000	0.000
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	457.948	285.522	151.390
	Sundry Debtors	467.989	367.960	384.365
	Cash & Bank Balances	54.940	44.893	35.377
	Other Current Assets	0.000	0.000	2.407
	Loans & Advances	186.034	152.873	145.132
Total Current Assets		1166.911	851.248	718.671
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	324.531	167.172	150.747
	Other Current Liabilities	20.519	11.815	20.615
	Provisions	180.536	151.620	165.062
Total Current Liabilities		525.586	330.607	336.424
Net Current Assets		641.325	520.641	382.247
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		919.913	781.327	648.763

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		Income	1155.331	1299.730	1351.538
		Other Income	26.516	48.521	49.134
		TOTAL (A)	1181.847	1348.251	1400.672
Less	EXPENSES
		Consumption materials changes inventories	635.931	766.771
		Manufacturing service costs	104.930	92.530
		Contract cost	96.582	117.177	1112.153
		Employee related expenses	49.641	38.759
		Administrative selling other expenses	80.961	66.921
		Exceptional Income Expenses	0.058	0.631
		TOTAL (B)	968.103	1082.789	1112.153
Less	PROFIT / (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		213.744	265.462	288.519
Less	FINANCIAL EXPENSES (D)		57.636	46.508	72.453
	PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		156.108	218.954	216.066
Less/ Add	DEPRECIATION/ AMORTISATION (F)		23.206	21.519	20.292
	PROFIT / (LOSS) BEFORE TAX (E-F) (G)		132.902	197.435	195.774
Less	TAX (H)		45.356	66.103	80.033
	PROFIT / (LOSS) AFTER TAX (G-H) (I)		87.546	131.332	115.741
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		56.872	60.609	36.966
Less	APPROPRIATIONS
		Transfer to General Reserve	100.000	100.000	57.000
		Dividend	0.000	30.000	30.000
		Tax on Dividend	0.000	5.069	5.098
	BALANCE CARRIED TO THE B/S		44.418	56.872	60.609
	EARNINGS IN FOREIGN CURRENCY
		Export Earnings	11.796	42.813	54.684
	TOTAL EARNINGS		11.796	42.813	54.684
	IMPORTS
		Raw Materials	88.573	142.630	92.300
		Capital Goods	10.545	0.000	0.000
	TOTAL IMPORTS		99.118	142.630	92.300
	Earnings Per Share (Rs.)		291.82	437.77	418.61

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	7.41	9.74	8.26
Net Profit Margin (PBT/Sales)	(%)	11.50	15.19	14.49
Return on Total Assets (PBT/Total Assets}	(%)	9.29	17.84	19.99
Return on Investment (ROI) (PBT/Networth)		0.25	0.43	0.55
Debt Equity Ratio (Total Debt/Networth)		0.63	0.64	0.71
Current Ratio (Current Asset/Current Liability)		2.22	2.57	2.14

LOCAL AGENCY FURTHER INFORMATION

CURRENT MATURITIES OF LONG-TERM DEBT DETAILS – NOT AVAILABLE

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	No
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	Yes

NOTE :

Registered office has been shifted from 415, Swastik Chamber, Sion Trombay Road, Mumbai – 400071, Maharashtra, India to the present address w.e.f. 01.06.2012.

UNSECURED LOAN

(Rs. In Millions)

Particular	31.03.2011	31.03.2010
Rupee term loans unsecured
Rupee term loans banks unsecured	28.643	0.000
Loans directors unsecured	3.000	0.000
TOTAL	31.643	0.000

INDEX OF CHARGES

S.No.	Charge ID	Date of Charge Creation/Modification	Charge amount secured	Charge Holder	Address	Service Request Number (SRN)
1	10312185	11/10/2011	80,000,000.00	ICICI BANK LIMITED	LANDMARK, RACE COURSE CIRCLE, VADODARA, GUJARAT - 390007, INDIA	B23254980
2	10311947	11/10/2011	350,000,000.00	ICICI BANK LIMITED	LANDMARK, RACE COURSE CIRCLE, VADODARA, GUJARAT - 390007, INDIA	B23201494
3	80027799	07/02/2011 *	907,300,000.00	STATE BANK OF INDIA	MAKARPURA INDUSTRIAL ESTATE BRANCH, 1ST FLOOR, VCCI BUILDING, MAKARPURA, VADODARA, GUJARAT - 390010  , INDIA	B06119507
4	80027800	07/02/2011 *	907,300,000.00	STATE BANK OF INDIA	MAKARPURA INDUSTRIAL ESTATE BRANCH, 1ST FLOOR, VCCI BUILDING, MAKARPURA, VADODARA, GUJARAT - 390010 , INDIA	B06119564
5	80022154	24/10/1996	2,000,000.00	THE SWAMINARAYAN CO OPERATIVE BANK LTD	MADANZAMPA ROAD, BARODA, GUJARAT - 390001, INDIA	-

* Date of charge modification

OVERALL REVIEW OF OPERATIONS:

During the year, Sales turnover decreased to Rs.1155.331 Millions as compared to Rs. 1299.730 Millions in the previous year. Net profit for the year decreased to Rs. 87.546 Millions from Rs.131.331 Millions in the previous year. The decrease in the turnover was around 11% was due to overall recession and the Power/Oil/Gas sector’s new projects/its expansion were temporarily kept on hold. However the profitability has not been materially affected as compared with the previous year.

With the achievement of the GDP growth in the country of 8.5% (against the target of 9%) and targeted around the same, there is thrust by the Government on the development for infrastructure projects viz. Roads, bridges, Ports, Refineries, pipe and Gas supply and electricity generation, they have a great potential to achieve the higher sales in the coming years as we are supplying mainly to refineries and Pipe/Gas supply companies.

EXPORTS

During the year, they could achieve export of their products amounting to Rs.121.641 Millions which mainly comprises deemed exports as compared to Rs. 42.813 Millions of previous year. With the world-wide recession, the demand for the power and fuel remained low resulted into lower exports. However with the expected improvement, they may still achieve the higher figures of exports in the coming years.

FIXED ASSETS

· Land

· Free Hold Factory Land

· Factory Building

· Machinery

· Industrial X Ray Machine and Spectrum

· Dies and Tools

· Tools and Equipment

· Electrical Installation

· Furniture and Fixtures

· Vehicle

· Office Equipments

· Computers

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. 61.28
UK Pound	1	Rs. 99.03
Euro	1	Rs. 83.80

INFORMATION DETAILS

Information Gathered by :	JML
Report Prepared by :	VRN

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
PAID-UP CAPITAL	1~10	3
OPERATING SCALE	1~10	3
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	3
--PROFITABILIRY	1~10	3
--LIQUIDITY	1~10	3
--LEVERAGE	1~10	3
--RESERVES	1~10	4
--CREDIT LINES	1~10	3
--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		30

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.