MIRA INFORM REPORT

Report Date :

01.12.2014

IDENTIFICATION DETAILS

Name :	VOLTAS LIMITED
Registered Office :	Voltas House, "A", Dr. Babasaheb Ambedkar Road, Chinchpokli, Mumbai - 400033, Maharashtra
Country :	India
Financials (as on) :	31.03.2014
Date of Incorporation :	06.09.1954
Com. Reg. No.:	11-009371
Capital Investment / Paid-up Capital :	Rs. 330.748 Millions
CIN No.: [Company Identification No.]	L29308MH1954PLC009371
TAN No.: [Tax Deduction & Collection Account No.]	MUMV07842C MUMV07713G NGPV00559G MUMV04539D
PAN No.: [Permanent Account No.]	AAACV2809D
Legal Form :	A Public Limited Liability Company. The Company’s Shares are Listed on the Stock Exchanges.
Line of Business :	Subject is in the business of Air Conditioning, Refrigeration, in the business of Electro-Mechanical Projects as an EPC Contractor both in Domestic and International Geographies (Middle East and Singapore), and also in the business of Engineering Product Services for Mining, Water Management and Treatment, Construction Equipments and Textile Industry.
No. of Employees :	6901 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

A (60)

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 45650000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Exist
Comments :	Subject is a part of TATA Group. It is a well established and reputed company having good track record. The general financial position of the company seems to be strong. Liquidity of the company is good. Performance capacity of the company seems to be high. Subject gets good support from its holding company. Trade relations are reported to be fair. Business is active. Payments terms are reported to be regular and as per commitment. The company can be considered for business dealings 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 1, 2014

Country Name	Previous Rating (31.03.2014)	Current Rating (01.06.2014)
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

N E W S

Verdict Implications : Apex court order may alter coal import dynamics. Traders go slow on talks over coal supply contracts, uncertainty over cancellation of blocks weigh on stocks.

Recent arrest of the Chennai head of the Registrar of Companies, the ministry of corporate affairs arm that ensures that companies file all the information required by the Companies Act is the latest manifestation of a messy fight between a father and his adopted son for the control of Rs 40000 mn business empire. The Central Bureau of Investigation arrested Manumeethi Cholan after he accepted Rs 10 lakhs as bribe from M A M Ramaswamy, a CBI official said.

Central Bureau of Investigation books Electrotherm for cheating Central Bank of Rs 4360 mn.

Infosys maintains revenue guidance. COO Rao says attrition still an area of concern and it would take a few more quarters to bring down levels to 13-15 %.

DHL  to invest Euro 100 mn in India over next 2 years. The firm has chosen India to pilot its e-commerce business model for the Asia-Pacific region.

Blackstone may buy stake in BlueRidge SEZ in line with the fund’s real estate strategy in India.

Kingfisher Airlines Ltd grounded in October 2012 under the weight of heavy debt and accumulated losses, recently approached the Delhi high court for relief in two separate cases. The airline challenged a notice by Punjab & National Bank alleging that It had wilfully defaulted on Rs 7700 mn of loans and sought more time to comply with the requirements under the listing agreements with the Stock Exchanges.

OnMobile likely to sack another 300 employees. The lay-offs follow a spate of senior-level exits over the past two years, starting with of its founder. The overall lay-offs could number around 600 and are driven by the need to cut costs, says a former employee.

EXTERNAL AGENCY RATING

Rating Agency Name	ICRA
Rating	Term Loan: “AA”
Rating Explanation	Have high adequate degree of safety and carry low credit risk.
Date	March, 2014

Rating Agency Name	ICRA
Rating	Short Term Non Fund Based Limits: “”
Rating Explanation	Have very strong degree of safety and carry lowest credit risk.
Date	March, 2014

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 31-03-2014.

INFORMATION DECLINED

MANAGEMENT NON-COOPERATIVE (Tel. No.: 91-22-66656666)

LOCATIONS

Registered Office :	Voltas House, "A", Dr. Babasaheb Ambedkar Road, Chinchpokli, Mumbai - 400033, Maharashtra, India
Tel. No.:	91-22-56656666/ 46102000/ 22618131
Fax No.:	91-22-56656311/ 22/ 46102331/ 22618504
E-Mail :	info@voltasltd.com corporate@voltasltd.com vpmalhotra@voltasltd.com rajeshbhatia@voltas.com
Website :	www.voltasltd.com www.voltas.com
Factory 1 :	Thane Plant: 2^nd Pokhran Road, Thane - 400601, Maharashtra, India
Tel. No.:	91-22-67920111
Fax No.:	91-22-25343258
Factory 2 :	Uttarakhand Plant (EM AND RBG) Plot No.1, Sector 8,, I.I.E. Pant Nagar Industrial Area, District U.S. Nagar, Rudrapur – 263145, Uttarakhand, India
Tel. No.:	91-5944-250006 / 8
Factory 3 :	Dadra Plant (EM AND RBG) Shreenath Industrial Estate, C Building, Survey No.197, Near Dadra Check Post, Dadra – 396230, India
Tel. No.:	91-260-6619999 / 2669648
Fax No.:	91-260-2669647
Factory 4 :	Uttarakhand Plant (UPBG) Plot Nos.1-5, Sector 8 I.I.E. Pantnagar Industrial Area, District Udham Singh Nagar, Rudrapur - 263145, Uttarakhand, India
Tel. No.:	91-5944-250009
Overseas Office 1 :	Tata Limited (UK) 18, Grosvenor Place, London SWIX 7HS
Tel. No.:	44-207-2358281 / 8 (Board Line)
Fax No.:	44-207-2358727
E-Mail :	tata@tata.co.uk
Overseas Office 2 :	Voltas Limited (Abu Dhabi - U.A.E.) P.O. Box 114553, Dhafir Towers, Plot No – C24, Sector 11, 18th and 19th Floor, Najdah Street Abu Dhabi, U. A. E.
Tel. No.:	00971 (0) 2 6504511 (Board Line)
Fax No.:	00971 (0) 2 6504341/ 00971 (0) 2 6504361
E-Mail :	vlauh@emirates.net.ae
Overseas Office 3 :	Saudi Ensas Company for Engineering Services WLL P O Box No. 8292, Salama Centre, Tower 5B, 3rd Floor, Prince Sultan Street, Jeddah 21482 Kingdom of Saudi Arabia
Tel. No.:	9662 6831466, 6165957 / 8 / 9 (Board Line)
Fax No.:	9662 69115400
E-Mail :	ensasj@zajil.net
Overseas Office 4 :	Voltas Limited (KINGDOM OF BAHRAIN) 4th Floor, Zayani House 419, Road 1705, Diplomatic Area, Manama 317, Kingdom of Bahrain.
Tel. No.:	9731-7581979
Fax No.:	9731-7581320
E-Mail :	pnskaranth@voltas.com
Overseas Office 5 :	Voltas Limited (Doha - QATAR) Al Emadi Building, First Floor, Office No. 1, 2 and 3, (Nr. DHL Office), Airport Road, Doha - QATAR
Tel. No.:	974 44569941 / 6 / 7 (Board Line)
Fax No.:	974 44551268
E-Mail :	voltas@qatar.net.qa
Overseas Office 6 :	Voltas Limited (Kingdom of Saudi Arabia) Po Box 48514, Al Salama Center, B - 5, 3rd Floor, Prince Sultan Street, Jeddah – 21482, Kingdom of Saudi Arabia
Tel. No.:	+ 966 2 6831466
Overseas Office 7 :	Voltas Limited (Singapore) 10 Arumugam Road, # 08-00 Lion Building A, Singapore  - 409957
Tel. No.:	65  - 63366778 (Board Line)
Fax No.:	65  - 63366766
E-Mail :	voltassg@voltas.com

DIRECTORS

As on 31.03.2014

Name :	Mr. Ishaat Hussain
Designation :	Chairman
Date of Birth	02.09.1947
Qualification	Chartered Accountant, London
Date of Joining	26.04.1999
Name :	Mr. Sanjay Johri
Designation :	Managing Director
Date of Birth	10.02.1953
Qualification	Masters in Economics – Delhi School of Economics
Date of Joining	23.04.2010
Name :	Mr. Nasser Munjee
Designation :	Director
Date of Birth:	18.11.1952
Qualification:	Masters in Economics – London School of Economics, U.K.
Date of Appointment:	29.12.1997
Name :	Mr. N.N Tata
Designation :	Director
Name :	Mr. Nani Javeri
Designation :	Director
Date of Birth:	04.04.1946
Qualification:	B.A. History (Hons.)
Date of Appointment:	29.10.2009
Name :	Mr. R.N. Mukhija
Designation :	Director
Name :	Mr. Vinayak Deshpande
Designation :	Director
Date of Birth	21.07.1957
Qualification	B.Tech (Chemical Engineering) IIT, Kharagpur
Date of Joining	14.02.2012
Name :	Mr. Thomas T. Mathew
Designation :	Director

KEY EXECUTIVES

Name :	Mr. V. P. Malhotra
Designation :	General Manager – Taxation and Company Secretary
AUDIT COMMITTEE :	· Nani Javeri (Chairman) · Nasser Munjee · R. N. Mukhija
NOMINATION AND REMUNERATION COMMITTEE :	· Ishaat Hussain · Nasser Munjee · Nani Javeri · N. N. Tata
SHAREHOLDERS/ INVESTORS GRIEVANCE COMMITTEE :	N. N. Tata (Chairman)
CORPORATE MANAGEMENT :	· Sanjay Johri (Managing Director) · Anil George (Presidents) · Pradeep Bakshi · Gavin Appleby (Executive Vice Presidents) · M. Gopi Krishna · Emmanuel David

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 30.09.2014

Names of Shareholders	No. of Shares	Percentage of Holding
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Bodies Corporate	100253480	30.30
Sub Total	100253480	30.30
(2) Foreign
Total shareholding of Promoter and Promoter Group (A)	100253480	30.30
(B) Public Shareholding
(1) Institutions
Mutual Funds / UTI	41997680	12.69
Financial Institutions / Banks	887473	0.27
Insurance Companies	49910240	15.08
Foreign Institutional Investors	65485261	19.79
Sub Total	158280654	47.84
(2) Non-Institutions
Bodies Corporate	15929875	4.81
Individuals
Individual shareholders holding nominal share capital up to Rs. 0.100 Million	50588378	15.29
Individual shareholders holding nominal share capital in excess of Rs. 0.100 Million	884950	0.27
Any Others (Specify)	4947403	1.50
Foreign Corporate Bodies	89850	0.03
Non Resident Indians	2348092	0.71
Trusts	2507678	0.76
Foreign Nationals	1783	0.00
Sub Total	72350606	21.87
Total Public shareholding (B)	230631260	69.70
Total (A)+(B)	330884740	100.00
(C) Shares held by Custodians and against which Depository Receipts have been issued
(1) Promoter and Promoter Group	0	0.00
(2) Public	0	0.00
Sub Total	0	0.00
Total (A)+(B)+(C)	330884740	100.00

BUSINESS DETAILS

Line of Business :	Subject is in the business of Air Conditioning, Refrigeration, in the business of Electro-Mechanical Projects as an EPC Contractor both in Domestic and International Geographies (Middle East and Singapore), and also in the business of Engineering Product Services for Mining, Water Management and Treatment, Construction Equipments and Textile Industry.
Exports :	--
Imports :	--
Terms :
Selling :	--
Purchasing :	--

PRODUCTION STATUS: NOT AVAILABLE

GENERAL INFORMATION

Suppliers :

Reference:	NOT DIVULGED
Name of the Person (with Designation):
Contact Number:
Since How Long Known:
Experience :
Maximum Limit Dealt:

Customers :

Reference:	NOT DIVULGED
Name of the Person (with Designation):
Contact Number:
Since How Long Known:
Experience :
Maximum Limit Dealt:

No. of Employees :

6901 (Approximately)

Bankers :

Bank Name:

Branch:

Name of the Person (with Designation):

Contact Number:

Name of Account Holder:

Account Number:

Account Since (Date/ Year of A/c Opening):

Average Balance Maintained (Optional):

Credit Facilities Enjoyed (CC/OD/Term Loan):

Account Operation:

Remarks:

In India

· State Bank of India

· Bank of India

· Punjab National Bank

· Citibank N. A.

· BNP Paribas

· Export - Import Bank of India

· The Royal Bank of Scotland N.V.

· Credit Agricole Corporate and Investment Bank

Overseas

· Emirates NBD Bank PJSC (UAE)

· Union National Bank (UAE)

· HSBC Bank Middle East Limited (UAE, Qatar, Bahrain)

· The Commercial Bank of Qatar (Qatar)

· First Gulf Bank (UAE)

· Doha Bank (Qatar)

· The Royal Bank of Scotland N. V. (Singapore)

· Credit Agricole Corporate and Investment Bank (Singapore)

Facilities :

SECURED LOANS	31.03.2014 (Rs. In Millions)	31.03.2013 (Rs. In Millions)
SHORT TERM BORROWINGS
Repayable on demand from Banks	1933.763	2119.676
Total	1933.763	2119.676

NOTE:

Secured against assignment of stocks, book debts, contract dues and lien on Term Deposits.

Banking Relations :	--
Auditors :
Name :	Deloitte Haskins and Sells LLP Chartered Accountants
Solicitors :	· Mulla and Mulla and Craigie · Blunt and Caroe
Subsidiaries :	· Simto Investment Company Limited (upto 31-8-2012) · Auto Aircon (India) Limited · Voltas Netherlands B.V. · Lalbuksh Voltas Engineering Services & Trading L.L.C. · Voice Antilles N.V. (upto 14-9-2012) · Weathermaker Limited · Saudi Ensas Company for Engineering Services W.L.L. · Rohini Industrial Electricals Limited · Universal Comfort Products Limited · Voltas Oman L.L.C. · Agro Foods Punjab Limited (Under liquidation) · Westerwork Engineers Limited (Under liquidation)
Associates :	· Brihat Trading Private Limited · Voltas Material Handling Private Limited (w.e.f. 1-5-2011 and upto 2-11-2012)
Joint Ventures :	· Universal Voltas L.L.C. · Naba Diganta Water Management Limited · Olayan Voltas Contracting Company Limited (w.e.f. 8-2-2012) · Universal Weathermaker Factory L.L.C. · Voltas Qatar W.L.L. (w.e.f. 2-4-2012) · AVCO Marine S.a.S. (Under liquidation) · Agrotech Industries Limited (Under closure)
Promoter holding together with its subsidiary more than 20% :	Tata Sons Limited

CAPITAL STRUCTURE

As on 31.03.2014

Authorised Capital :

No. of Shares	Type	Value	Amount
60,00,00,000	Equity Shares	Re.1/- each	Rs. 600.000 Millions
40,00,000	Preference Shares	Rs. 100/- each	Rs. 400.000 Millions
	Total		Rs. 1000.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
33,08,84,740	Equity Shares	Re.1/- each	Rs. 330.885 Millions
1,36,970	Less : Calls-in-Arrears	Re.1/- each	Rs. 0.137 Million
	Total		Rs. 330.748 Millions

NOTE

Equity Shares: The Company has one class of equity shares having a par value of Re. 1 per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders at the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding and are subject to preferential rights of the Preference shares (if issued).

PARTICUALRS	AS AT 31-03-2014 EQUITY SHARES
	NUMBERS	RS. IN MILLIONS
Shares outstanding at the beginning of the year	33,08,84,740	330.885
Shares outstanding at the end of the year	33,08,84,740	330.885

Shares in the Company held by each shareholder holding more than 5 percent shares specifying the number of shares held in the Company:

NAME OF SHAREHOLDERS	AS AT 31-03-2014 EQUITY SHARES
	NUMBERS	% OF HOLDING
Tata Sons Limited	8,81,31,780	26.64
Life Insurance Corporation of India	2,54,11,176	7.68
Government Pension Fund Global	1,67,03,496	5.05

As per of the Company, no calls remained unpaid by the Directors and Officers of the Company as on 31st March, 2014 (31-3-2013: Nil).

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.03.2014	31.03.2013	31.03.2012
I. EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	330.748	330.746	330.744
(b) Reserves & Surplus	15648.744	14495.337	13305.944
(c) Money received against share warrants	0.000	0.000	0.000
(2) Share Application money pending allotment	0.000	0.000	0.000
Total Shareholders’ Funds (1) + (2)	15979.492	14826.083	13636.688
(3) Non-Current Liabilities
(a) long-term borrowings	0.000	0.000	0.000
(b) Deferred tax liabilities (Net)	0.000	0.000	0.000
(c) Other long term liabilities	290.654	274.916	191.570
(d) long-term provisions	768.992	774.479	743.538
Total Non-current Liabilities (3)	1059.646	1049.395	935.108
(4) Current Liabilities
(a) Short term borrowings	1933.763	2119.676	1777.941
(b) Trade payables	14610.302	15257.646	13522.275
(c) Other current liabilities	5732.806	5470.330	6119.081
(d) Short-term provisions	1780.205	1749.921	1741.992
Total Current Liabilities (4)	24057.076	24597.573	23161.289
TOTAL	41096.214	40473.051	37733.085
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	1658.474	1682.942	1533.108
(ii) Intangible Assets	88.375	77.975	106.411
(iii) Capital work-in-progress	17.735	0.052	40.330
(iv) Intangible assets under development	0.000	0.000	0.000
(b) Non-current Investments	2986.952	2918.036	2460.749
(c) Deferred tax assets (net)	258.741	244.577	261.463
(d) Long-term Loan and Advances	1462.281	1531.644	1078.015
(e) Other Non-current assets	1183.859	853.135	1035.755
Total Non-Current Assets	7656.417	7308.361	6515.831
(2) Current assets
(a) Current investments	5927.139	2680.389	2213.334
(b) Inventories	7153.267	8327.377	7537.651
(c) Trade receivables	10590.629	11682.619	10073.126
(d) Cash and cash equivalents	2085.079	2585.854	2053.815
(e) Short-term loans and advances	1730.346	1686.299	1971.492
(f) Other current assets	5953.337	6202.152	7367.836
Total Current Assets	33439.797	33164.690	31217.254
TOTAL	41096.214	40473.051	37733.085

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2014	31.03.2013	31.03.2012
	SALES
		Income	51513.568	55654.318	51697.633
		Other Income	1314.558	969.649	1108.064
		TOTAL (A)	52828.126	56623.967	52805.697
Less	EXPENSES
		Consumption of raw materials, cost of jobs and services	19717.055	27056.120	24913.211
		Purchase of traded goods	19526.129	17350.522	14271.714
		(Increase) / Decrease in finished goods, work-in-progress and stock-in-trade	1157.958	(664.849)	(195.270)
		Employee benefits expenses	4837.684	5670.372	5519.692
		Other expenses	4637.487	4380.017	4168.585
		Exceptional Items	34.064	-83.184	1509.527
		TOTAL (B)	49910.377	53708.998	50187.459
	PROFIT/ (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		2917.749	2914.969	2618.238
Less	FINANCIAL EXPENSES (D)		159.851	267.123	259.040
	PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		2757.898	2647.846	2359.198
Less/ Add	DEPRECIATION/ AMORTISATION (F)		189.624	222.101	285.733
	PROFIT/ (LOSS) BEFORE TAX (E-F) (G)		2568.274	2425.745	2073.465
Less	TAX (H)		753.447	625.006	554.759
	PROFIT/ (LOSS) AFTER TAX (G-H) (I)		1814.827	1800.739	1518.706
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		2571.517	1590.168	886.762
Add:	CREDIT ON DIVIDEND DISTRIBUTION TAX		41.074	0.000	0.000
Less	APPROPRIATIONS
		Transfer to General Reserve	200.000	200.000	200.000
		Proposed Dividend	612.137	529.416	529.416
		Dividend Distribution Tax	104.033	89.974	85.884
	BALANCE CARRIED TO THE B/S		3511.248	2571.517	1590.168
	EARNINGS IN FOREIGN CURRENCY
		F.O.B. Value of exports (including amounts invoiced against work-in-progress)	273.224	318.753	264.486
		Service Commission (On Cash basis)	192.593	49.916	71.920
		Other Income	80.172	72.806	98.526
		Foreign Projects Profit (on accrual basis) at Branch Level	85.941	78.053	921.495
		Dividend	303.518	76.263	128.054
		Assignment of Long-term Maintenance Contracts	167.936	0.000	0.000
	TOTAL EARNINGS		1103.384	595.791	1484.481
	IMPORTS
		Raw Materials	131.773	115.522	353.658
		Finished Goods	6110.937	6971.963	7742.867
		Components and Spares	1354.528	1118.246	4632.956
		Capital Goods	5.186	26.709	26.228
	TOTAL IMPORTS		7602.424	8232.440	12755.709
	Earnings / (Loss) Per Share (Rs.)		5.48	5.44	4.59

QUARTERLY RESULTS

PARTICULARS	30.06.2014	30.09.2014
Type	1^stQuarter	2^nd Quarter
Net Sales	1,7393.000	9675.900
Total Expenditure	1,6682.900	9038.400
PBIDT (Excl OI)	710.100	637.500
Other Income	292.700	587.200
Operating Profit	1002.800	1224.700
Interest	70.200	25.700
Exceptional Items	4.600	0.000
PBDT	937.200	1199.000
Depreciation	47.700	55.300
Profit Before Tax	889.500	1143.700
Tax	274.300	324.700
Provisions and contingencies	0.000	0.000
Profit After Tax	615.200	819.000
Extraordinary Items	0.000	0.000
Prior Period Expenses	0.000	0.000
Other Adjustments	0.000	0.000
Net Profit	615.200	819.000

KEY RATIOS

PARTICULARS		31.03.2014	31.03.2013	31.03.2012
Net Profit Margin (PAT/Sales)	(%)	3.52	3.24	2.94
Operating Profit Margin (PBDIT/Sales)	(%)	5.66	5.24	5.06
Return on Total Assets (PBT/Total Assets}	(%)	6.79	6.50	5.93
Return on Investment (ROI) (PBT/Networth)		0.16	0.16	0.15
Debt Equity Ratio (Total Debt/Networth)		0.12	0.14	0.13
Current Ratio (Current Asset/Current Liability)		1.39	1.35	1.35

FINANCIAL ANALYSIS

[all figures are in Rupees Millions]

DEBT EQUITY RATIO

Particular	31.03.2012	31.03.2013	31.03.2014
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Share Capital	330.744	330.746	330.748
Reserves & Surplus	13305.944	14495.337	15648.744
Net worth	13636.688	14826.083	15979.492
long-term borrowings	0.000	0.000	0.000
Short term borrowings	1777.941	2119.676	1933.763
Total borrowings	1777.941	2119.676	1933.763
Debt/Equity ratio	0.130	0.143	0.121

YEAR-ON-YEAR GROWTH

Year on Year Growth	31.03.2012	31.03.2013	31.03.2014
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Sales	51697.633	55654.318	51513.568
		7.654	-7.440

NET PROFIT MARGIN

Net Profit Margin	31.03.2012	31.03.2013	31.03.2014
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Sales	51697.633	55654.318	51513.568
Profit	1518.706	1800.739	1814.827
	2.94%	3.24%	3.52%

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)	No
21]	Market information	-----
22]	Litigations that the firm / promoter involved in	Yes
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	Yes

LITIGATION DETAILS

HIGH COURT OF BOMBAY

CASE DETAILS

BENCH: BOMBAY

Stamp No.:-

NMSL/60/2014

Filing Date:-

10/01/2014

Lodging No.:

SL/287/2013

Reg. No.:

S/863/2013

Petitioner:-	NEW INDIA MOSAIC AND MARBLE COMPANY PRIVATE LIMITED	Respondent:-	VOLTAS LIMITED AND 10 ORS
Petn.Adv.:-	KALPESH JOSHI (I2553)
District:-	Thane

Bench:-	Single
Status:-	Pre-Admission	Category:	Notice of Motion
Last Date:-	17/01/2014	Stage:
Last Coram:-	According to Sitting List

Act :-

Code of Civil Procedure 1908

INDEX OF CHARGES

S.NO.	CHARGE ID	DATE OF CHARGE CREATION/MODIFICATION	CHARGE AMOUNT SECURED	CHARGE HOLDER	ADDRESS	SERVICE REQUEST NUMBER (SRN)
1	90244391	01/04/2005	48,000,000.00	BANK OF BARODA	WALCHAND HIRACHAND MARG, BOMBAY, MAHARASHTRA - 400038, INDIA	-
2	90243287	27/06/1996	5,000,000.00	UNITED BANK OF INDIA	25 SIR P M ROAD FORT, BOMBAY, MAHARASHTRA - 400001, INDIA	-
3	90240235	27/06/1996	21,000,000.00	UNITED BANK OF INDIA	25 SIR P M ROAD FORT, BOMBAY, MAHARASHTRA - 400001, INDIA	-
4	90240223	22/05/1996	143,400,000.00	AMERICAN EXPRESS BANK LTD	DR D N ROAD, BOMBAY, MAHARASHTRA - 400001, INDIA	-
5	90240218	08/05/1996	72,500,000.00	THE STATE BANK OF BIKANER AND JAIPUR	D N ROAD BOSE, BOMBAY, MAHARASHTRA - 400001, INDIA	-
6	90243279	08/05/1996	124,000,000.00	STATE BANK OF BIKANER AND JAIPUR	D N ROAD BOSE, BOMBAY, MAHARASHTRA - 400001, INDIA	-
7	90239689	07/01/1992	650,000.00	INDUSTRIAL DEVELOPMENT BANK OF INDIA	IDBI TOWER CUFFE PARADE, BOMBAY, MAHARASHTRA - 400005, INDIA	-
8	90239556	16/11/1990	8,700,000.00	INDUSTRIAL DEVELOPMENT BANK OF INDIA	IDBI TOWER CUFFE PARADE, BOMBAY, MAHARASHTRA - 400005, INDIA	-
9	90239460	04/01/1990	10,000,000.00	INDUSTRIAL DEVELOPMENT BANK OF INDIA	IDBI TOWER CUFFE PARADE COLABA, BOMBAY, MAHARASHTRA - 400005, INDIA	-
10	90239297	26/04/1988	2,600,000.00	INDUSTRIAL DEVELOPMENT BANK OF INDIA	NARIMAN POINT, BOMBAY, MAHARASHTRA - 400021, INDIA	-
11	90239158	02/09/1986	7,200,000.00	INDUSTRIAL DEVELOPMENT BANK OF INDIA	NARIMAN POINT, BOMBAY, MAHARASHTRA - 400021, INDIA	-
12	90239130	24/06/2011 *	10,970,000,000.00	STATE BANK OF INDIA	CORPORATE ACCOUNTS GROUP - MUMBAI, NEVILLE HOUSE, 3RD FLOOR, J N HEREDIA MARG, MUMBAI, MAHARASHTRA - 400033, INDIA	B15073190
13	90244163	09/12/1985	50,000,000.00	THE INVESTMENT CORPORATION OF INDIA LTD	HOMI MODY STREET, BOMBAY, MAHARASHTRA - 400023, INDIA	-
14	90238210	26/06/1985 *	90,000,000.00	THE INVESTMENT CORPORATION OF INDIA LTD	HOMI MODY STREET, BOMBAY, MAHARASHTRA - 400023, INDIA	-
15	90238209	26/06/1986 *	50,000,000.00	THE INVESTMENT CORPORATION OF INDIA LTD	HOMI MODY STREET, BOMBAY, MAHARASHTRA - 400023, INDIA	-
16	90239114	27/11/1985	35,429,000.00	UNITED BANK OF INDIA	25 SIR P M ROAD, BOMBAY, MAHARASHTRA - 400001, INDIA	-
17	90244141	08/08/1983	30,000,000.00	THE INVESTMENT CORPORATION OF INDIA LTD	ROMI MODY STREET, BOMBAY, MAHARASHTRA - 400023, INDIA	-
18	90241814	28/07/1997 *	50,000,000.00	THE ENTRAL BANK EXECUTOR AND TRUSTEE CO LTD	51 M G ROAD, BOMBAY, MAHARASHTRA - 400001, INDIA	-
19	90244130	10/07/1981	20,000,000.00	THE INVESTMENT CORPORATION OF INDIA LTD	HOMI MODY STREET, BOMBAY, MAHARASHTRA - 400023, INDIA	-
20	90244127	02/01/1981	50,000,000.00	THE INVESTMENT CORPORATION	ROMI MODY STREET, BOMBAY, MAHARASHTRA - 400023, INDIA	-
21	90238820	22/08/1977	2,500,000.00	UNITED BANK OF INDIA	25 P M ROAD, BOMBAY, MAHARASHTRA - 400001, INDIA	-
22	90244072	23/03/1967	10,000,000.00	MR MANI ARDESHIR PALKHIVELA	181 NETAJI SUBHAS ROAD, BOMBAY, MAHARASHTRA - 400001, INDIA	-
23	90238687	10/02/1967	10,000,000.00	STATE BANK OF BIKANER AND JAIPUR	D NOWROJI ROAD, BOMBAY, MAHARASHTRA - 400001, INDIA	-
24	90244068	19/02/1964	10,000,000.00	SHRI NANI ARDESHIR PAIKHIVALA	BOMBAY HOUSE, BOMBAY, MAHARASHTRA, INDIA	-

* Date of charge modification

NATURE OF BUSINESS

Subject is a premier Air-Conditioning and Engineering company was established in the year 1954. It is a Tata Group company in the field of air conditioning, refrigeration, in the business of electro-mechanical projects as an EPC contractor both in domestic and international geographies (Middle East and Singapore), and also in the business of engineering product services for mining, water management and treatment, construction equipments and textile industry.

OPERATIONS

The year gone by was a mixed one, with continued sluggishness in the Indian economy, impacting the topline, offset by the Company’s better margins and profitability. With the long-anticipated economic recovery being further delayed, the Index of Industrial Production (IIP) continued to tread in the negatives. For a major part of the year the Indian Rupee, after plunging to new lows, remained in the Sixties to the US Dollar amid excessive volatility. Despite a change of guard at the Reserve Bank of India, there was little respite in terms of interest rates and inflation. For the projects business in particular, new investments were few and far between, with some reliable sources reporting that capital outlays lingered at the decade’s lowest levels. The pace of execution also posed challenges, leading to both time and cost overruns that contributed to margin dilution in projects. On the other hand, despite the early onset of monsoons as well as dampened consumer sentiment, the Room AC business (Primary Market) reported growth of 6.5% as against industry-wide AC sales de-growth of around 8%, as per internal estimates. In the Secondary Market, the growth was 19% as against industry growth of 11% as per GFK-Nielsen. The Company’s performance in the overall depressed environment demonstrated its resilience. While Consolidated Sales and Income from Operations was Rs. 53030.000 Millions, as compared to Rs. 55840.000 Millions in the previous year, the Profit after Tax and Minority Interest was higher at Rs. 2450.000 Millions as against Rs. 2080.000 Millions last year.

As a direct outcome of adverse macro-economic conditions in India, the Domestic Projects business continued to face headwinds, principally the slow pace of execution and delayed payments, putting a strain on working capital and cash flows. However, due to tight control on costs and various measures taken to improve the margins, the overall profitability improved during 2013-14. The Company has consciously placed emphasis on shoring up its domestic project management skills and has initiated a business efficiency improvement program using external consultants.

While it was a subdued year for the Water business and Rohini Industrial Electricals Limited (RIEL), their integration under Domestic Projects Group (DPG) has been completed. However, RIEL continued to suffer losses on its low-margin ‘legacy’ orders, resulting in a further write-down of Rs. 200.000 Millions in the value of the Company’s investment. Nevertheless, the Company reached a settlement with the erstwhile Promoters, leading to purchase of the residual equity shares of RIEL (16.33% shareholding), thereby making it a 100% subsidiary of the Company.

The International projects business, like much of the construction industry in the Middle East, continued to grapple

with cost-overruns. The Management conducts periodic techno-commercial reviews across projects and in line with the requirements of AS-7, reckons the cost overruns, if any, required for completion of the projects. Revenues from claims are accounted based on their certification. Execution of some on-going overseas projects was delayed, which resulted in further extension of the completion dates and caused certain contractual disputes. Consequently, there were cost overruns which have been accounted for during 2013-14 and claims for additional revenue and extension of time have been raised. Due to significant upward revision in the total estimated costs to complete a major project in Qatar, the Sidra Medical and Research Centre Hospital (Onerous contract), the Company had in the previous years accounted for the cost overruns in accordance with AS-7. Though the Sidra project is over 93% complete, additional costs to come have been estimated for the revised completion date along with possible enhancement of revenue from variations/claims. At the same time, there continue to be uncertainties in the process of approval of variations and complexities in the nature of the project, putting stress on the cash flows of the project. The final completion schedule and other terms are yet to be finalized between the Main Contractor and the end Customer and could revise the Company’s current cost estimates and entitlements. Nevertheless, the Company is pursuing its entitlements vigorously.

Overall, as part of a conscious emphasis to reduce capital employed, the Projects businesses have sustained their focus on pursuing commercial entitlements and closing existing projects. The forward strategy is to remain selective in the choice of new Project undertakings, with due consideration of risk-related parameters. Any push for new orders will largely focus on identified areas of opportunity. The year saw some success in the form of good orders being won, both overseas and in India. The consolidated order book for the Electro-Mechanical Projects business was Rs. 36120.000 Millions, per end March 2014, yielding healthy visibility for the coming year. The Company continues to deal objectively with the challenges faced and has framed an appropriate business strategy to seize future growth opportunities.

Despite various hurdles, the Engineering Products business had an eventful year marked by exceptional performance. The Mining and Construction Equipment business continued to face several policy constraints, with mining activities still frozen in some States. As a consequence of global consolidation in the mining industry, the Company had transferred dealership rights for certain products which resulted in an exceptional income of Rs. 17 crores. The transfer also brought about a one-time reversal of certain cost provisions earlier made in compliance with conservative accounting practices, thereby resulting in an improvement in the bottom line. Meanwhile, operations largely continued to build on existing client relationships, while focusing on greener pastures overseas. The ongoing Mozambique venture remains lucrative, providing a natural hedge against difficulties faced in India.

The revised and restructured Textile Upgradation Fund (TUF) scheme is yet to have the desired impact in boosting the demand and reviving the fortunes of the Textile industry. The prevailing uncertainties and subdued investment climate, coupled with Rupee devaluation and volatility, weakened sentiments and led to postponement of equipment orders. However, there was some respite in cotton and yarn pricing, boosting exports of textiles from India and helping the industry show signs of revival. Meanwhile, the Textile Machinery business continued to ramp up capabilities in its post-spinning segment by adding principals and products. Overall, the Textile Machinery business was able to sustain its performance and strengthen its offerings.

The Company’s Unitary Cooling business sustained its hard-won leadership position and its performance was commendable, given the background of unfavorable climate and poor consumer sentiment. Responding to the increased demand in tier 2 and tier 3 towns, as well as the rise in rural demand driven by good monsoons, the business enhanced its penetration, with the number of touch points now exceeding 6500 outlets. The success is also owed to conscious brand development and communication initiatives, which are based on extensive market research. Along with substantial growth in both volume and market share of Room ACs, the business enjoyed the benefits of better traction in Commercial Refrigeration products through sizable OEM orders. Overall, the performance of the business exceeded expectations and ended the year with a substantial improvement vis-a-vis last year in all financial parameters.

FINANCE

The Indian economic environment remained lackluster for most part of the year, with key indicators showing a declining trend. From a solid 7 - 8 percent annual increase in gross domestic product (GDP) in recent years, growth slowed down to about 5 percent by the end of the year. Inflation rates also remained high, due to the inability to contain supply side issues and boost production. There has been some respite in the Current Account Deficit, which moderated from a high of 4.7% of GDP in 2012-13 to just 1.7% in 2013-14. The Central bank has maintained high interest rates and tight liquidity conditions with a strong determination to lower inflation.

Having realized the critical importance of cash in these difficult times, the Domestic businesses have responded with renewed strategies for cash conservation, despite several challenges. The Unitary Cooling business continues to fare well primarily due to tight control on working capital.

The International Projects business continued to remain in the grip of recession, marked by widespread delays in

settlements and release of payments. In response, projectspecific task forces have been constituted, with clear roles and responsibilities directed towards faster completion and quick settlement of commercial entitlements. The drive towards speedy closure of projects has yielded some results, but there is still much to be done. Some on-going projects like the Sidra hospital at Qatar and other large projects in UAE, continue to impact the cash flows of the Company.

Overall, the cash situation has been appropriately managed with a satisfactory liquidity position largely comprising investments in Liquid and Liquid Plus Mutual Funds of Rs. 6430.000 Millions (2012-13: Rs. 3180.000 Millions). Borrowings specific to overseas projects have also been contained at a level of Rs. 193 crores as compared to Rs. 2120.000 Millions last year. The Management continues to focus on cash flow, including inventories and receivables. Furthermore, the surplus funds remain invested in low-risk Debt Mutual Funds and are periodically monitored by the Investment Committee of the Board so as to maximize returns with minimal risk.

MANAGEMENT DISCUSSION AND ANALYSIS

OVERVIEW

The Company continued to face the adverse consequences of the economic downturn, especially in domestic markets. The long-anticipated recovery has yet to happen in spite of some apparently encouraging signs. As a result, the market remains beset by a liquidity crunch along with high inflation and the Rupee remained depreciated against the US Dollar for most part of the year. Both investor and consumer sentiment remained poor and cautious in making financial commitments. Capital outlays, in particular, were at their lowest levels in a decade, directly impacting investment across industry and infrastructure as a whole.

Overseas, there have been definite signs of an upward trend in the US economy, while Europe continues to lag behind in its recovery. The developing Asian economies – particularly China, Indonesia, the Philippines and Thailand – appear to be losing some of their earlier momentum. In the GCC countries in which the Company operates, high oil prices combined with positive market sentiment have stimulated growing investment in the economy and infrastructure. This is most evident in the Kingdom of Saudi Arabia, Qatar, Oman and Dubai, which are cautiously investing in social and infrastructural works. An added stimulus to investment has been the preparation for the scheduled FIFA events in Qatar, as well as the selection of Dubai to host the prestigious Expo 2020.

Notwithstanding the depressed domestic climate, the Company’s Unitary Cooling Products business performed much better than expected and outperformed its competitors by registering growth in a declining market and increased its turnover and profit, despite the early onset of the monsoons. The Room AC brand continued its No. 1 market position during the year and widened its lead over the competition. The ‘All-Weather’ platform proved to be a clear success in both urban and rural markets, winning multiple awards while demonstrating its potential as an enduring brand property. The Commercial Refrigeration business also witnessed a healthy growth in volume as compared to the previous year.

The Company also scored significant successes in sales of HVAC products, with the choice of its Variable Refrigerant Flow (VRF) units for two high-rise residential complexes in South India, as well as the deployment of its indigenously manufactured energy-efficient Vapour Absorption Machines (VAM) for a large HVAC project undertaken in the Kingdom of Saudi Arabia.

The Engineering Products segment delivered 49% increase in profitability, including certain one-time credits. Within the segment, the Mining and Construction Equipment business managed to sustain its performance against the challenges of the domestic economy, largely by shifting focus to its growing African operations and strengthening both its standing and its relationships there. The Textile Machinery business began to see some traction in the execution of long-deferred orders, while pursuing downstream expansion into post-spinning areas, as well. The business also continued to expand its portfolio through new principals and products, apart from other strategic tie-ups to cater to the varied needs of more diverse customers.

The Domestic Projects business, while suffering the adverse consequences of the investment slowdown, seized

the opportunity to institute operational improvement towards better cost control, more efficient execution and increased profitability.

Several landmark awards, including the Delhi Metro HVAC project and a large-scale high-value project for industrial water treatment reaffirmed the Company’s credentials in this segment. At the same time, execution of an Agreement with the Dow Group for a joint venture in the Water space offers good future potential.

The International Projects business successfully secured around Rs. 10000.000 Millions worth of new business on acceptable terms and conditions. Simultaneously, the Company devoted considerable time and energy for closure of pending legacy projects along with revamping of internal systems towards greater productivity, efficiency and cost-control.

In pursuit of its vision of ‘Engineering solutions for a greener tomorrow’, notable triumphs included an award for ‘Sustainable project of the year’ in the Middle East. The Company also made certain breakthroughs such as entry into residential high-rise market through energy efficient VRF products, successful development of ‘green’ HVAC products (high co-efficient performance VAM) and Delhi’s landmark net-zero energy Paryawaran Bhavan project.

ELECTRO-MECHANICAL PROJECTS AND SERVICES

INTERNATIONAL

The GCC countries appear to be heading towards another period of construction growth, most evident in UAE, Saudi Arabia and Oman. The Gulf States have almost exceeded the previous year’s commitment of funds in terms of electro-mechanical contracts awarded, particularly large-scale and complex government funded infrastructure projects.

However, this growth cycle is still in its infancy and the overall private sector sentiment remains one of caution and reluctance vis-a-vis new undertakings and deferral of new project enquiries. In this highly competitive environment, the Company’s International Operations business succeeded in securing new orders, such as the Workers’ Hospital and Integrated Health Centre at Qatar; the Qatar Handball Association Complex and Muscat’s new Kempinski Hotel, its first 5-star luxury hotel in twenty years, being executed by the Company’s local subsidiary.

In its quest for greater efficiency, productivity and profitability, the Company tightened and streamlined its own operations. The areas of focus included completing the legacy projects that are in progress, pursuing commercial and contractual entitlements, being selective in negotiating new project undertakings and following revised personnel hiring policies aligned to the needs of its targeted business segments.

The delayed Sidra Project is 93% complete and Testing and Commissioning has commenced across several portions of the project though uncertainties in the process of approval of variations/claims and complexities in the nature of the project continue.

Compared to last year, the Company’s existing joint venture in Abu Dhabi, Universal Voltas L.L.C., has delivered an improved operating profit of AED 25 million. In Saudi Arabia, the Olayan Voltas joint venture has reported profit of around SR 10 million and in Qatar, the joint venture Voltas Qatar W.L.L. has reported profit of QAR 5 million, as compared to a loss situation in the previous year.

DOMESTIC PROJECTS

The addressable market for domestic HVAC projects remained subdued, with fewer finalizations of large-sizedorders. The climate of risk-aversion and caution in investment continued, deferring new project enquiries and extending time-lines on projects already under way.

Although new business opportunities were scarce, the Domestic projects business adhered to its adopted criteria of selection, pursuing only mid-sized and large projects with definite timelines. The Company also focused on projects with good margin thresholds and sound credit ratings, across areas such as urban infrastructure and IT/ITes among others.

Nevertheless, the Company’s Domestic Projects business showed improvement over the previous year, largely due to better performance of Customer Care and Products businesses along with control on costs which helped to improve the margins.

The Company was awarded several new jobs, more importantly:

 Rs. 2500.000 Millions order from Delhi Metro Rail Corporation for Environmental Control Systems and tunnel ventilation for 8 stations;

 HVAC orders in the IT/ITeS segment, including 2 new TCS facilities at Hyderabad and Nagpur and the upcoming Infosys campus at Bhubaneshwar;

 HVAC orders for Delhi’s Parliament House, as well as Tata Steel’s integrated steel plant at Kalinganagar;

 Orders for VRF systems covering entire residential high-rise buildings, namely the Mantri Group’s Pinnacle and Tata Housing’s Primanti.

In the Water business, orders included Zero Liquid Discharge project for a Paper and Pulp Mill at Mysore and a large design-and-build water systems job for the steel melt shop for Tata Steel’s Kalinganagar works. When completed, the Kalinganagar project (along with the ongoing Chennai Metro Rail EandM project) will be further testimony to the Company’s reliability in delivering large-value complex projects.

To bolster its portfolio of water related offerings, the Company has entered into a joint venture agreement with the

globally renowned Dow group of companies, for marketing and distribution of standardized packaged water and waste water treatment systems. These will be suitable for residential, commercial and industrial application and meet the Indian subcontinent’s need for appropriate water treatment solutions.

To make the Company more resilient in the sluggish environment, internal initiatives were undertaken to protect the Company’s profitability against volatility in input costs and other cost overruns caused by stretched project timelines. In addition, emphasis was laid on speedy completion of legacy jobs so as to ensure quick realizations, while pursuing the collection of receivables and contractual entitlements.

The Company’s strong advocacy of ‘green’ values and energy-efficient offerings also resulted in several new product developments. These included inverter-driven ductable split units and a new range of packaged units, with R410a refrigerant; high co-efficient performance VAM; low-temperature VAM rated for (-)5°C; and water-cooled centrifugal chillers. The Company also obtained certification from Air conditioning, Heating and Refrigeration Institute (AHRI) for its test bed, now accommodating the extended range of screw chiller packages.

The Company purchased the balance shareholding (16.33%) of Rohini Industrial Electricals Limited (RIEL) from

the Promoters thereby making it a wholly-owned subsidiary of the Company. RIEL has since been fully integrated with the larger Domestic Projects business. However, it continues to face challenges in cash flow and profitability and needs to speedily execute and close the carry-forward legacy orders.

The Segment’s total carry forward order book as of 31st March, 2014 was Rs. 3612 crores.

ENGINEERING PRODUCTS AND SERVICES

TEXTILE MACHINERY

The Textile industry witnessed a healthy increase in Indian yarn exports from 1050 million kgs to 1260 million kgs,

coupled with higher demand for yarn in domestic markets as well. This has resulted in improved operating performance in the Spinning industry, despite challenges in Andhra Pradesh and power supply difficulties in Tamil Nadu.

The Company’s Textile Machinery business enjoys a healthy relationship with its Principals, especially the Lakshmi Group and has maintained its leadership position in spinning machinery, while registering sizeable revenue growth from accessories and allied machinery. It also pursued its expansion into post-spinning areas, procuring orders for Dilo (Germany) and Benninger (Switzerland) and adding Airjet Weaving machinery to its existing Rapier Weaving lines.

The Company further expanded its portfolio by concluding partnership agreements with Elgi Equipments (Coimbatore) and Jinlong (China), so as to offer Air Compressor solutions and Flat knitting machinery, respectively.

Overall, the Textile Machinery business notched a reasonable growth in revenue and profitability. Mining and Construction Equipment

For the Mining and Construction industry, the year commenced with the challenges posed by a weaker Rupee, significantly pushing up costs and rendering the business of imported equipment unremunerative against local competition, notwithstanding any consideration of superior technology.

The Company’s Mining and Construction business responded to domestic setbacks by shifting focus to opportunities in Africa, supported by good responses from other Indian customers also pursuing Africa-based projects. There has been encouraging growth in the established business in Mozambique, along with a promising start in the Ivory Coast. Successful performance and maintenance of Powerscreen crushing and screening machines, have resulted in further orders for equipment and possibilty of more service contracts.

New products were also added to the Company’s portfolio from Terex and Leeboy (USA) as well as from Sensocrete and Reimer Alliance International of Canada.

Meanwhile, domestic business is largely focused on tenders for Rope Shovels for Coal India. In this endeavour, the Company has the advantage of the alliance finalized in July 2013 with Taiyuan Heavy Industries of China (TZ), a well known and credible rope shovel manufacturer.

UNITARY COOLING PRODUCTS

The room air conditioner industry remained stagnant due to the continuing macro-economic uncertainties. The situation was aggravated by the early onset of monsoons, resulting in a shorter buying season. Despite these adversities, the Company notched 6.5% growth in sales volumes over the previous year. Profitability was also bettered through improvement in the product mix with a larger share of higher-margin Split ACs, coupled with judicious management of costs.

Further, the Company increased its own market share from 18.4% to 19.8% (as per GFK Nielsen) YTD 2013-14 and consolidated its No. 1 position in the AC market.

The growing popular sentiment in favour of greater energy-efficiency continued to drive the market, with more consumers upgrading to higher Star rated products. The Company remained the leader in this category with the widest range of 5 Star products. In parallel, it continued to advocate and promote greater awareness and usage of energy-saving appliances and won the Ministry of Power’s National Energy Conservation Award 2013, presented by the President of India.

Responding to market feedback, the Company launched its updated range of models for 2014-15, in both Window

and Split categories. Consumers are offered a wide variety of options in terms of features, energy rating, pricing and cooling capacities. There are also strong product differentiators such as Insta-Cool compressors, Multi-stage purifiers, Smart De-humidifiers and Intelligent Heating, along with features better designed to deal with extreme weather patterns. The Company widened its successful ‘All-Weather’ platform by including comfort solutions through distinct product differentiators.

Backed by a strong communication campaign and media presence, the Brand Equity Index jumped to 3.9, the highest amongst all consumer durable brands. The Company’s marketing communications received several awards, including the World Advertising Research Council Award, Croma’s Consumer Choice Award, TATA Brand Communication Award and the Readers’ Digest Gold Award in the consumer durables category.

In order to shorten its time-to-market in more geographies, the Company extended its successful flexible business model by engaging larger numbers of contract manufacturers for outsourced assembly across the country, to supplement its own in-house manufacturing. An additional benefit has been a reduction in the Company’s carbon footprint.

In order to cater to rising demand in tier 2 and tier 3 towns, the Company increased its penetration accordingly, achieving a channel footprint of over 6500 outlets. In fact, around 50% of the Company’s AC sales were in smaller cities and towns.

To enhance the brand’s popular appeal, the Company improved its after-sales service by launching a new CRM addressing the consumer experience at all critical touch points.

Increased focus on institutional sales resulted in securing a large order for 10000 units, serving ATM locations nationwide for a major bank – a clear indication of the brand’s appeal in this demanding market.

The Commercial Refrigeration business witnessed robust growth in volume, due to strengthened relationships with key customers and a more diversified customer base. The Company’s market leadership has grown to 40% share, according to internal estimates.

Universal Comfort Products Limited (UCPL), the Company’s wholly-owned manufacturing subsidiary, ramped up its production capacity to 650,000 units, in response to rising consumer demand for the Voltas air conditioners.

OPPORTUNITIES AND OUTLOOK

ELECTRO-MECHANICAL PROJECTS AND SERVICES

DOMESTIC

The external environment is expected to improve in the sectors of manufacturing and urban infrastructure and project finalizations are expected to pick up during the second half of 2014-15. Projects in water and waste water management, which are dependent on Government policy and funding, are expected to gain momentum from Q3 (2014-15) onwards.

Energy Performance Assessment of equipment remains a future opportunity for customer care, given the prohibitive cost of energy and penalties for excessive consumption.

INTERNATIONAL

The rapidly rising populations of Middle Eastern countries are a constant stimulus to sustained economic growth, for the maintenance of living standards, especially the Kingdom of Saudi Arabia, Qatar and Oman. The most dramatic spending rise will probably be seen in Qatar, where the GDP per capita could double in the coming decade thanks to the low costs of producing natural gas, along with Qatar’s hosting of the 2022 World Cup. Dubai is also likely to invest substantially in its preparations for hosting the Expo 2020. These represent opportunities that the Company is well placed to exploit.

With the shortening of project timelines, there has been a push in UAE favouring the use of pre-fabricated modules guided by 3D modelling. The Company is exploring various options to address such needs.

The GCC countries are investing in new modes of transportation to overcome the impact of rapidly growing populations on their road networks. With Saudi Arabia, UAE, Qatar and Oman establishing metros and rail networks, the Company is examining the possibility of diversifying into these segments in the international markets.

ENGINEERING PRODUCTS AND SERVICES

TEXTILE MACHINERY

The good operating performance turned in by many textile mills in 2013-14 augurs well for improved investor sentiment in the years ahead. The reinstatement of the Textile Upgradation Fund should provide positive impetus

for investment in the Textile Industry. The demand for yarn is expected to be sustained, both in export and domestic markets, encouraging capacity expansion of spinning mills, which should result in new order booking.

The anticipated growth in exports of garments to US and the European Union is also expected to provide good business opportunities for the Company’s Textile Machinery business, subject to clearances by the Indian Government. Mining and Construction Equipment

The Company has made a beginning in mineral beneficiation, to meet the possibility of emerging demand for magnetic separators, washing separators, silo thickeners and automatic filter presses, to improve mineral grades as well as recycle and conserve water.

There is also a good amount of potential business with Coal India, which plans to procure around 15 units of 10m3 rope shovels in 2014-15, for which the Company with its TZ alliance will be a strong contender.

In Africa, attendance at the BAUMA International Trade Fair in Johannesburg has brought some promising enquiries. These could provide an impetus for an expanded footprint across some parts of the African continent, where the Company has forged a good reputation for its products and support services.

UNITARY COOLING PRODUCTS

The changing social environment with its trend of increasing urbanization, a growing middle-class and rising income levels offers healthy long-term potential for growth. While more than 77% of urban households own a TV, 33% own a refrigerator and 13% own a washing machine, only 3% have an air conditioner, pointing to a vacuum that can be profitably addressed.

Notwithstanding the low penetration rates of domestic ACs, moderate growth is expected for the industry in the next fiscal year, mainly due to macro-economic as well as climatic uncertainties. However, improved consumer sentiment is likely to trigger some demand in the second ownership and replacement segments, which will drive sales of Split ACs.

High electricity tariffs and greater consumer consciousness of energy efficiency will probably stimulate demand for higher Star rated products, with 3 Star and 5 Star lines as well as Inverter ACs commanding more than 75% of

the total offtake.

Commercial Refrigeration business is expected to be focused on growing segments such as frozen foods and non-alcoholic beverages. The Company is well-placed to consolidate its leadership position, due to good relationships in its targeted segments, especially modern retail channels, which may see a spurt in growth.

CONTINGENT LIABILITIES:

(a) Guarantees on behalf of other companies :

Limits Rs. 2698.972 Millions (31-3-2013: Rs. 2282.948 Millions) against which amount outstanding was Rs. 1658.998 Millions (31-3-2013: Rs. 14995.39 Lakhs).

(b) Claims against the Company not acknowledged as debts :

In respect of various matters aggregating Rs. 2147.041 Millions (31-3-2013: Rs. 2359.238 Millions), net of tax Rs. 1417.262 Millions (31-3-2013: Rs. 1593.783 Millions) against which a provision has been made for contingencies Rs. 112.500 Millions (31-3-2013: Rs. 112.500 Millions). In respect of a contingent liability of Rs. 188.993 Millions (31-3-2013: Rs. 184.162 Millions), the Company has a right to recover from third party.

PARTICULARS	31.03.2014 (Rs. In Millions)	31.03.2013 (Rs. In Millions)
Taxes, Cess and Duties (other than income tax)	1811.049	1703.417
Contractual matters in the course of business	275.695	583.174
Ex-employees matters	24.863	37.213
Others	35.434	35.434
Total	2147.041	2359.238

(c) Contractual matters under arbitration : Amount indeterminate.

(d) Income tax demands :

In respect of matters decided in Company’s favour by appellate authorities where the department is in further appeal Rs. 156.842 Millions (31-3-2013: Rs. 111.573 Millions).

In respect of matters decided against the Company and where Company has appealed amounted to Rs. 156.404 Millions ( 31-3-2013: Rs. 201.797 Millions).

(e) Staff demands under adjudication : Amount indeterminate.

(f) Liquidated damages, except to the extent provided, for delay in delivery of goods / execution of projects : Amount indeterminate.

STATEMENT OF UNAUDITED STANDALONE FINANCIAL RESULTS FOR THE QUARTER AND SIX MONTHS ENDED 30^TH SEPTEMBER, 2014

(Rs. In Millions)

		Particulars		Quarter Ended		Six Months Ended
				30.09.2014	30.06.2014	30.09.2014
				(Unaudited)	(Unaudited)	(Unaudited)
1		Income from Operations
		a. Net Sales/ Income from Operations(Net of excise duty)		9523.200	17363.700	26886.900
		b. Other Operating Income		152.700	29.300	182.000
		Total Income from Operations (Net) (a+b)		9675.900	17393.000	27068.900
2		Expenses
		a. Cost of Materials Consumed		3825.600	5126.900	8952.500
		b. Purchase of Stock-in-Trade		4300.700	7188.300	11489.000
		c. Changes in Inventories of Finished Goods & Stock in trade		(1287.300)	1307.100	19.800
		d. Employee Benefits Expenses		1168.100	1231.200	2399.300
		e. Depreciation and amortisation Expense		55.300	47.700	44.600
		f. Other Expenses		1031.300	1829.400	2860.700
		Total Expenses		9093.700	16730.600	25824.300
3		Profit from Operations before Other Income, Finance Costs & Exceptional Items (1-2)		582.200	662.400	1244.600
4		Other Income		587.200	292.700	879.900
5		Profit from ordinary activities Before Finance Costs & Exceptional Items (3+4)		1169.400	955.100	2124.500
6		Finance Costs		25.700	70.200	95.900
7		Profit from ordinary activities after Finance Cost but before exceptional items (5-6)		1143.700	884.900	2028.600
8		Exceptional Items		--	4.600	4.600
9		Profit from ordinary activities before Tax (7+8)		1143.700	889.500	2028.600
10		Tax Expense		324.700	274.300	599.000
11		Net Profit from ordinary activities after tax (9-10)		819.000	615.200	1434.200
12		Paid up Equity Share Capital (Face Value of Re.1/- Each)		330.700	330.700	330.700
13		Reserves excluding Revaluation Reserves (as )		--	--	--
14		Basic and Diluted Earnings Per Share (Rs.) (Not Annualised)		2.48	1.86	4.33
PART - II SELECT INFORMATION FOR THE QUARTER 30TH SEPTEMBER 2014
	A	PARTICULARS OF SHAREHOLDING
	1	Public shareholding
		a. Number of shares		23063160	230631260	230631260
		b. Percentage of shareholding		69.70	69.70	69.70
	2	Promoters and promoter group shareholding
		a.	Pledged/Encumbered
		Number of shares		Nil	Nil	Nil
			Percentage of shares (as a % of the total shareholding of promoter and promoter group)	Nil	Nil	Nil
			Percentage of shares (as a % of the total share capital of the Company)	Nil	Nil	Nil
		b.	Non-encumbered
		Number of shares		100253480	100253480	100253480
			Percentage of shares (as a % of the total shareholding of promoter and promoter group)	100.00	100.00	100.00
			Percentage of shares (as a % of the total share capital of the Company)	30.30	30.30	30.30

Particulars	Quarter ended 30.09.2014
B INVESTOR COMPLAINTS (Nos.)
Pending at the beginning of the quarter	1
Received during the quarter	1
Disposed of during the quarter	2
Remaining unresolved at the end of the quarter	Nil

STANDALONE SEGMENT INFORMATION FOR THE QUARTER AND SIX MONTHS ENDED 30^TH SEPTEMBER, 2014

	Particulars	Quarter Ended		Six Months Ended
		30.09.2014	30.06.2014	30.09.2014
		(Unaudited)	(Unaudited)	(Unaudited)
1	Segment Revenue
	a) Segment – A (Electro – Mechanical Projects and Services)	4243.800	5328.700	9572.500
	b) Segment – B (Engineering Products and Services)	871.700	1108.900	1980.600
	c) Segment – C (Unitary Cooling Products for Comfort and Commercial use)	4408.900	10929.200	15338.100
	Less: Inter Segment Revenue	1.200	3.100	4.300
	Net Sales/ Income from Operations	9523.200	17363.700	26886.900
2.	Segment Results before exceptional items
	a) Segment – A (Electro – Mechanical Projects and Services)	1.700	11.300	13.000
	b) Segment – B (Engineering Products and Services)	319.400	240.000	559.400
	c) Segment – C (Unitary Cooling Products for Comfort and Commercial use)	351.300	718.000	1069.300
	Total	672.400	969.300	1641.700
	Less: I. Interest	25.700	70.200	95.900
	II. Other Unallocable Expenditure net of unallocable Income	(497.000)	14.200	(482.800)
	Profit before Exceptional Items and Tax	1143.700	884.900	2028.600
	Exceptional Items – Net	--	4.600	4.600
	Profit from Ordinary Activities Before Tax	1143.700	889.500	2033.200
3.	Capital Employed
	a) Segment – A (Electro – Mechanical Projects and Services)	5676.600	4828.600	5676.600
	b) Segment – B (Engineering Products and Services)	846.400	895.300	846.400
	c) Segment – C (Unitary Cooling Products for Comfort and Commercial use)	1105.200	(2494.000)	1105.200
	d) Others	(5.500)	(5.500)	(5.500)
	e) Unallocated	9779.600	13315.300	9360.800
	Total	17402.300	16539.700	17402.3000
NOTES 1. Segment ‘C’ is seasonal in nature with sales being highest in the first quarter. 2. Segment Results after exceptional Items
	Segment – A	1.700	11.300	13.000
	Segment – b	319.500	239.300	558.800
	Segment - C	351.200	718.000	1069.200
	Unallocated Income/ (Expenses) - Net	497.000	(8.900)	488.100
	Interest	(25.700)	(70.200)	(95.900)
	Total	1143.700	889.500	2033.200

STANDALONE STATEMENT OF ASSETS AND LIABILITIES

(Rs. In Millions)

	Particular	30.09.2014
A	EQUITY AND LIABILITIES
1	Shareholders’ funds
	(a) Share capital	330.700
	(b) Reserves and surplus	17071.600
	Sub-total - Shareholders' funds	17402.300
2	Non-current liabilities
	(a) Other long-term liabilities	380.900
	(b) Long-term provisions	943.400
	Sub-total - Non-current liabilities	1324.300
3	Current liabilities
	(a) Short-term borrowings	1300.800
	(b) Trade payables	12707.800
	(c) Other current liabilities	5634.900
	(d) Short-term provision	925.900
	Sub-total - Current liabilities	20569.400
	TOTAL - EQUITY AND LIABILITIES	39296.000
B	ASSETS
1	Non-current assets
	(a) Fixed assets	1709.500
	(b) Non-current investments	2489.300
	(c) Deferred tax assets (net)	391.000
	(c) Long-term loans and advances	1024.600
	(d) Other non-current assets	1456.300
	Sub-total - Non-current assets	7070.700
2	Current assets
	(a) Current Investments	6498.200
	(b) Inventories	7120.900
	(c) Trade receivables	8952.800
	(d) Cash and cash equivalents	1364.400
	(e) Short-term loans and advances	1616.200
	(f) Other current assets	6672.800
	Sub-total - Current assets	32225.300
	TOTAL - ASSETS	39296.000

NOTES

1. These results have been reviewed by the Board Audit Committee and approved by the Board of Directors at its Meeting held on November 13, 2014.

2. In the previous years, due to significant upward revision in estimated cost of a major project in Qatar. Sidra Medical and Research Centre, the Company accounted for cost overrun in accordance with the requirement of Accounting Standard (AS) 7. In July-2014, the Main Contractor was terminated by the end customer (Qatar Foundation) and a new main contractor was appointed. As provided in the original contract, Qatar Foundation has asked for the assignment of contracts of select subcontractors to the new main contractor. However, a formal understanding to that effect is yet to be reached. Uncertainties in the completion schedule, assignment of the sub-contracts and approval of variations/ claims continue, which could modify the Company's current estimates of cost and entitlements. Nevertheless, the Company continues to pursue its entitlements vigorously.

3. Effective April 1, 2014, the Company has, realigned the depredation policy on furniture and fixtures from Written Down Value method to Straight Line Method as well as the useful lives of all fixed assets, as per Schedule II to the Companies Act, 2013, on a straight line basis. Accordingly, the depreciation charge is higher by Rs. 15.800 Millions for the quarter ended September 30, 2014 and higher by Rs. 15.700 Millions for the half year ended September 30, 2014 (net of Rs. 29.700 Millions write back of depreciation upto 31st March, 2014 on account of change in method) and an amount of Rs. 54.600 Millions (net of deferred tax of Rs. 28.100 Millions) representing the carrying amount of assets with revised useful lives as Nil as at March 31, 2014 has been adjusted against the opening balance of reserves as permitted under the Companies Act, 2013.

4. Exceptional – Net

Exceptional Income/ (Expenses)	Quarter Ended		Six Months Ended
	30.09.2014	30.06.2014	30.09.2014
	(Unaudited)	(Unaudited)	(Unaudited)
Assignment of Long Term Maintenance Contracts	--	--	--
Profit on Sale of Properties	--	5.300	5.300
Provision for diminution in value of investments	--	--	--
Change of voluntary retirement Scheme/ Early Separation Scheme	--	(0.700)	(0.700)
Total Exceptional Items	--	4.600	4.600

5. The Statutory Auditors of the Company have conducted a "Limited Review" of the aforesaid financial results.

6. Figures for previous period / year have been regrouped, wherever necessary.

FIXED ASSETS

Tangible Assets

· Freehold Land

· Leasehold Land

· Buildings

· Plant and Equipments

· Office and EDP Equipments

· Furniture and Fixtures

· Vehicles

· Transferred to Investment Property

· Transferred to ‘Assets held for Sale’

Intangible Assets

· Manufacturing Rights and Technical Know-how

· Software

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 records 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.61.97
UK Pound	1	Rs.97.37
Euro	1	Rs.77.16

INFORMATION DETAILS

Information Gathered by :	HTL
Analysis Done by :	RAS
Report Prepared by :	MRI

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	7
--LIQUIDITY	1~10	7
--LEVERAGE	1~10	7
--RESERVES	1~10	7
--CREDIT LINES	1~10	6
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	YES
--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	YES
--OTHER MERIT FACTORS	YES/NO	YES
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		60

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.