MIRA INFORM REPORT

Report Date :

09.01.2014

IDENTIFICATION DETAILS

Name :	VSM VENTURE CONTROL SYSTEMS PRIVATE LIMITED
Registered Office :	146, Ras Vihar Apartments, 99A, I.P. Extension, Patparganj, Delhi – 110 092
Country :	India
Financials (as on) :	31.03.2013
Date of Incorporation :	05.11.2003
Com. Reg. No.:	55-122945
Capital Investment / Paid-up Capital :	Rs.0.550 million
CIN No.: [Company Identification No.]	U72900DL2003PTC122945
Legal Form :	Private Limited Liability Company
Line of Business :	Subject is engaged in the business of design, manufacturing, supply, execution and commissioning of automation projects.
No. of Employees :	Not Available

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 35000
Status :	Moderate
Payment Behaviour :	Slow but correct
Litigation :	Clear
Comments :	Subject is an established company having moderate track record. Profit margin of the company appears to be low. However, trade relations are fair. Business is active. Payment terms are slow but correct. 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.

ECGC Country Risk Classification List – September 30, 2013

Country Name	Previous Rating (30.06.2013)	Current Rating (30.09.2013)
India	A1	A1

Risk Category	ECGC Classification
Insignificant	A1
Low	A2
Moderate	B1
High	B2
Very High	C1
Restricted	C2
Off-credit	D

INDIAN ECONOMIC OVERVIEW

India’s current account deficit narrowed in the quarter ended September as government measures to curb imports, especially gold, kicked in.  The current account deficit, the excess of a country’s imports of goods and services over exports, narrowed to $ 5.2 billion from $ 21 billion in the year ago period, according to provisional Reserve Bank of India data. Finance Minister P. Chidambaram said the CAD for the year will be less than $ 60 billion or 3 per cent of GDP and the latest data suggests the government may achieve the target.

India was ranked 94^th among the world’s most corrupt nations list. Denmark and New Zealand topped as the cleanest while Somalia emerged as the most corrupt.

India’s services sector activity witnessed a moderate improvement in November over the previous month, even while indicating the fifth successive monthly contraction, according the HSBC survey.

$53 million estimated losses suffered by India due to phishing attacks during the third quarter, according to a study by RSA. India ranks fourth in the list of nations hit by phishing attacks. The US remained at the top of the charts. Phishing is the process of acquiring information such as user names, passwords and credit card details by sending e-mails disguised as official mails.

Rs.4080 million worth of mobile-phone-based transactions by July 2013 compared to Rs.260 million in September, 2012, according to Deloitte report. The number of transactions has shot up from 94000 to 701000.

India aims to earn Rs.400000 million from the bandwidth auction set for January. The merger and acquisition guidelines, cleared by a group of ministers, will be out before the auction begins so that players can make informed decisions on the auctions.

RBI DEFAILTERS’ LIST STATUS

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

EPF (Employee Provident Fund) DEFAILTERS’ LIST STATUS

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

LOCATIONS

Registered Office :	146, Ras Vihar Apartments, 99A, I.P. Extension, Patparganj, Delhi – 110 092
Tel. No.:	Not Available
Fax No.:	Not Available
E-Mail :	spoddarfca@gmail.com
Website :	http://www.venturecontrolsystems.com
Factory :	G-146, Sector 63, Noida – 201 307, Uttar Pradesh, India
Tel. No.:	91-120-4881000-49
Fax No.:	91-120-4149130

DIRECTORS

AS ON 11.09.2013

Name :

Mr. Munish Sharma

Designation :

Director

Address :

C-266, Surya Nagar, First Floor, Ghaziabad, Uttar Pradesh, India

Date of Birth/Age :

01.05.1963

Date of Appointment :

05.11.2003

DIN No.:

02212063

Other Directorship:

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	U72900DL2003PTC122945	VSM VENTURE CONTROL SYSTEMS PRIVATE LIMITED	Director	05/11/2003	05/11/2003	-	Active	NO
2	U74120DL2008PTC181279	GVM CONSULTING PRIVATE LIMITED	Director	24/07/2008	24/07/2008	-	Active	NO
3	U52100DL2011PTC220476	VENTURE ELECTRIC MACHINES PRIVATE LIMITED	Director	07/06/2011	07/06/2011	-	Active	NO

Name :

Mr. Sandeep Bhat

Designation :

Director

Address :

10/37, Sector-3, Rajendra Nagar, Sahibabad, Uttar Pradesh, India

Date of Birth/Age :

28.09.1971

Date of Appointment :

05.11.2003

DIN No.:

02192882

Other Directorship:

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	U72900DL2003PTC122945	VSM VENTURE CONTROL SYSTEMS PRIVATE LIMITED	Director	05/11/2003	05/11/2003	-	Active	NO
2	U52100DL2011PTC220476	VENTURE ELECTRIC MACHINES PRIVATE LIMITED	Director	07/06/2011	07/06/2011	-	Active	NO

Name :

Mr. Vijay Kumar Bandha

Designation :

Director

Address :

Flat S-6, Shama Apartments, 11/155, Sector-3, Rajendra Nagar, Sahibabad, Uttar Pradesh, India

Date of Birth/Age :

08.11.1968

Date of Appointment :

05.11.2003

DIN No.:

02420015

Other Directorship:

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	U72900DL2003PTC122945	VSM VENTURE CONTROL SYSTEMS PRIVATE LIMITED	Director	05/11/2003	05/11/2003	-	Active	NO
2	U52100DL2011PTC220476	VENTURE ELECTRIC MACHINES PRIVATE LIMITED	Director	07/06/2011	07/06/2011	-	Active	NO

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 11.09.2013

Names of Shareholders	No. of Shares	Percentage of Holding
Munish Sharma	18334	33.34
Sandeep Bhat	18333	33.33
Vijay Kumar Bandha	18333	33.33
Total	55000	100.00

AS ON 11.09.2013

Equity Share Breakup	Percentage of Holding
Category
Directors or relatives of directors	100.00

BUSINESS DETAILS

Line of Business :	Subject is engaged in the business of design, manufacturing, supply, execution and commissioning of automation projects.
Products/ Services :	· Drives · PLC · Industrial Motors · SCADA · Human Machine Interface · Panel Assembly · Communication Protocol Services: · Turnkey Project · Engineering · Installation and Commissioning · Revamping/ Retrofit Job · Training

GENERAL INFORMATION

Customers :

· Esmech Equipment Private Limited

· Essar Steel Limited

· Bhushan Steel Limited

· Gallant Ispat

· Magadh Precision

· United Metal Coating LLC

· National Steel Industries Limited

· Jindal India

· Real Strips Limited

· Millenium Paper

· Ruby Macons Limited

· Malu Paper Mill Limited

· Murli Agro Products Limited

· Anand Triplex

· GMDC

· Pfeiffer India Limited

· TRF Limited A/C Kakatia Thermal Power Plant

· TRF Limited A/C TATA Power

· Pfeiffer India Limited

· Ganpati Oil

· Murli Cement

No. of Employees :

Not Available

Bankers :

Punjab National Bank, Sahibabad Branch, Ghaziabad – 201 001, Uttar Pradesh, India

Facilities :

Secured Loans	31.03.2013 (Rs. in Millions)	31.03.2012 (Rs. in Millions)
LONG TERM BORROWINGS
Vehicle Loans from Banks (Vehicle loans from Banks are secured against hypothecation of vehicle)	4.567	3.045
SHORT TERM BORROWINGS
Working Capital Loans from Banks (Working capital facilities are secured against hypothecation of stock of raw material, stock-in-progress, finished stock, stock-in-transit, receivables and personal guarantees of Directors)	15.622	14.201
Total	20.189	17.246

Banking Relations :	--
Auditors :
Name :	Sushil Poddar and Company Chartered Accountants
Address :	A-84, Street No.15, Madhu Vihar, I.P. Extension, Patparganj, Delhi – 110 092, India
Tel. No.:	91-11-22235713/ 43023202
Mobile No.:	91-9811282879
E-Mail :	spoddarco@yahoo.co.in
PAN No.:	ACFFS3908L

CAPITAL STRUCTURE

AS ON 11.09.2013

Authorised Capital :

No. of Shares	Type	Value	Amount
100000	Equity Shares	Rs.10/- each	Rs.1.000 million

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
55000	Equity Shares	Rs.10/- each	Rs.0.550 million

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.03.2013	31.03.2012	31.03.2011
I. EQUITY AND LIABILITIES
(1) Shareholders' Funds
(a) Share Capital	0.550	0.550	0.550
(b) Reserves & Surplus	8.162	6.932	6.320
(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)	8.712	7.482	6.870
(3) Non-Current Liabilities
(a) Long-term borrowings	4.653	5.082	7.538
(b) Deferred tax liabilities (Net)	0.000	0.000	0.000
(c) Other long term liabilities	0.000	0.000	0.000
(d) Long-term provisions	0.000	0.000	0.000
Total Non-current Liabilities (3)	4.653	5.082	7.538
(4) Current Liabilities
(a) Short term borrowings	21.752	16.774	4.815
(b) Trade payables	49.727	46.931	27.739
(c) Other current liabilities	12.819	22.522	7.129
(d) Short-term provisions	1.145	0.929	1.628
Total Current Liabilities (4)	85.443	87.156	41.311
TOTAL	98.808	99.720	55.719
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	7.477	6.150	5.149
(ii) Intangible Assets	0.078	0.130	0.217
(iii) Capital work-in-progress	0.000	0.000	0.000
(iv) Intangible assets under development	0.000	0.000	0.000
(b) Non-current Investments	0.000	0.000	0.000
(c) Deferred tax assets (net)	0.678	0.541	0.422
(d) Long-term Loan and Advances	0.000	0.000	0.000
(e) Other Non-current assets	0.000	0.000	0.000
Total Non-Current Assets	8.233	6.821	5.788
(2) Current assets
(a) Current investments	0.508	0.000	0.000
(b) Inventories	14.667	29.653	8.090
(c) Trade receivables	53.315	33.093	27.980
(d) Cash and cash equivalents	11.911	24.125	7.967
(e) Short-term loans and advances	10.174	6.026	5.891
(f) Other current assets	0.000	0.002	0.003
Total Current Assets	90.575	92.899	49.931
TOTAL	98.808	99.720	55.719

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2013	31.03.2012	31.03.2011
	SALES
		Revenue from Operations	224.166	156.588	155.545
		Other Income		2.186	2.899
		TOTAL (A)	224.166	158.774	158.444
Less	EXPENSES
		Cost of raw material consumed	220.305	82.720	103.785
		Purchase of stock-in-trade		45.891	22.400
		Employee Benefits Expenses		13.729	14.073
		Other Expenses		10.277	11.996
		TOTAL (B)	220.305 (Including Depreciation)	152.617	152.254
Less	PROFIT / (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)			6.157	6.190
Less	FINANCIAL EXPENSES (D)			3.273	0.922
	PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		3.861	2.884	5.268
Less/ Add	DEPRECIATION/ AMORTISATION (F)		1.911	1.472	1.710
	PROFIT / (LOSS) BEFORE TAX (E-F) (G)		1.950	1.412	3.558
Less	TAX (H)		0.720	0.801	1.099
	PROFIT / (LOSS) AFTER TAX (G-H) (I)		1.230	0.611	2.459
	EARNINGS IN FOREIGN CURRENCY
		FOB Value of Sales	11.211	5.306	4.257
	TOTAL EARNINGS		11.211	5.306	4.257
	IMPORTS
		Raw Material	7.817	0.602	0.062
	TOTAL IMPORTS		7.817	0.602	0.062
	Earnings / (Loss) Per Share (Rs.)		22.37	11.11	44.70

KEY RATIOS

PARTICULARS		31.03.2013	31.03.2012	31.03.2011
PAT / Total Income	(%)	0.55	0.38	1.55
Net Profit Margin (PBT/Sales)	(%)	NA	0.90	2.29
Return on Total Assets (PBT/Total Assets}	(%)	1.99	1.42	6.43
Return on Investment (ROI) (PBT/Networth)		0.22	0.19	0.52
Debt Equity Ratio (Total Debt/Networth)		3.03	2.92	1.80
Current Ratio (Current Asset/Current Liability)		1.06	1.07	1.21

LOCAL AGENCY FURTHER INFORMATION

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	No
17) Major suppliers	No
18) Major customers	Yes
19) Payments terms	No
20) Export / Import details (if applicable)	No
21) Market information	--
22) Litigations that the firm / promoter involved in	--
23) Banking Details	Yes
24) Banking facility details	Yes
25) Conduct of the banking account	--
26) Buyer visit details	--
27) Financials, if provided	Yes
28) Incorporation details, if applicable	Yes
29) Last accounts filed at ROC	Yes
30) Major Shareholders, if available	Yes
31) Date of Birth of Proprietor/Partner/Director, if available	Yes
32) PAN of Proprietor/Partner/Director, if available	No
33) Voter ID No of Proprietor/Partner/Director, if available	No
34) External Agency Rating, if available	No

INDEX OF CHARGES:

S. No.	Charge ID	Date of Charge Creation/Modification	Charge amount secured	Charge Holder	Address	Service Request Number (SRN)
1	10225667	18/06/2010 *	5,000,000.00	PUNJAB NATIONAL BANK	SAHIBABAD BRANCH, GHAZIABAD, UTTAR PRADESH - 201001, INDIA	A89333884

* Date of charge modification

Unsecured Loans	31.03.2013 (Rs. in Millions)	31.03.2012 (Rs. in Millions)
LONG TERM BORROWINGS
Term Loans from Banks	0.086	2.037
SHORT TERM BORROWINGS
Loans from Related Parties	6.130	2.573
Total	6.216	4.610

CONTINGENT LIABILITY (AS ON 31.03.2013):

· Bank Guarantees given by Bank: Rs.9.659 millions

FIXED ASSETS:

Tangible Assets:

· Vehicles

· Furniture

· Office Equipments

· Plant and Machinery

· Computers

Intangible Assets:

· Computer 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 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.62.24
UK Pound	1	Rs.102.17
Euro	1	Rs.84.82

INFORMATION DETAILS

Report Prepared by :

SMN

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	4
PAID-UP CAPITAL	1~10	3
OPERATING SCALE	1~10	4
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	4
--PROFITABILIRY	1~10	3
--LIQUIDITY	1~10	3
--LEVERAGE	1~10	3
--RESERVES	1~10	3
--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	NO
--AFFILIATION	YES/NO	NO
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
DEFAULTERS
--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.