MIRA INFORM REPORT

Report Date :

15.07.2014

IDENTIFICATION DETAILS

Name :	EMERSON PROCESS MANAGEMENT (INDIA) PRIVATE LIMITED
Registered Office :	“Delphi” – B Wing, 601 & 602, 6^th Floor, Central Avenue, Hiranandani Business Park, Powai, Mumbai – 400076, Maharashtra
Country :	India
Financials (as on) :	31.03.2013
Date of Incorporation :	25.03.1981
Com. Reg. No.:	11-024115
Capital Investment / Paid-up Capital :	Rs.9.000 millions
CIN No.: [Company Identification No.]	U29196MH1981PTC024115
TAN No.: [Tax Deduction & Collection Account No.]	MUMF00669E
PAN No.: [Permanent Account No.]	AAACF1667M
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturer and Trader of Process Control Instruments, Distributed Control Systems and Related Services.
No. of Employees :	Not Divulged

RATING & COMMENTS

MIRA’s Rating :

Ba (49)

RATING		STATUS	PROPOSED CREDIT LINE
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory

Maximum Credit Limit :	USD 4900000
Status :	Satisfactory
Payment Behaviour :	Usually correct
Litigation :	Exist
Comments :	Subject is an established company having satisfactory track record. General financial position of the company is good. Reserves of the company’s are decent. Trade relations are reported as fair. Business is active. Payment terms are reported to be usually correct. The company can be considered normal for business dealings at usual trade terms and conditions.

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

ECGC Country Risk Classification List – March 31, 2014

Country Name	Previous Rating (31.12.2013)	Current Rating (31.03.2014)
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

The economy grew 4.7 %in 2013/14, marking a second straight year of sub-5 % growth – the worst slowdown in more than a quarter of a century. The data was below an official estimate of 4.9 % annual growth and compared with 4.5 % in the last fiscal year. However, the current account deficit narrowed sharply to $ 32.4 billion at 1.7 % of gross domestic product, in 2013/14 from a record high of $ 98.8 billion or 4.7 %, the year before.A sharp fall in gold imports due to restrictions on overseas purchases and muted import of capital goods helped shrink the current account deficit.

Online retailer Flipkart has acquired fashion portal Myntra as it prepares to battle with the rapidly expanding India arm of the global e-commerce giant Amazon. The company raised $ 210 million from Russian Investment firm DST Global which has also invested in companies like Facebook, Twitter and Alibaba Group.

General Motors will start exporting vehicles from its Talegaon plant near Pune in the second half of 2014. GM was one of the few global carmakers that was using its India plant only for the domestic market.

Google has overtaken Apple as the world’s top brand in terms of value, according to global market research agency Millward Brown. Google’s brand value shot up 40 % in a year to $ 158.84 billion. The top 10 of the 100 slots were dominated by US companies.

Infosys lost another heavy weight when B G Srinivas, a board member put in his papers. He is the third CEO-hopeful to quit after Chairman N R Narayana Murthy’s return to the company – Ashok Vemuri and V Balakrishnan being the other two.While Vemuri went on to lead IGate, Balakrishnan joined politics.

Naresh Goyal – promoted Jet Airways posted biggest quarterly loss – Rs 2153.37 crore – in the three months ended March 31, mainly because it has been offering discounts to passengers to fill planes.

William S Pinckney – Chairman and CEO of Amway India was arrested by the Andhra Pradesh Police in connection with a complaint against the direct selling firm. This is the second time that he has been taken into custody. A year, ago the Kerala Police had arrested Pinckney and two company directors on charges of financial irregularities.

China has told its state-owned enterprises to sever links with American consulting firms after the United States charged five Chinese military officers wih hacking US companies. China’s action which targets consultancies like McKinsey & Co. and the Boston Consulting Group, sterns from fears that the first are providing trade secrets to the US governments.

India has emerged as a country with some of the highest unregistered businesses in the world. Indonesia has the maximum number of shadow businesses, says a study of 68 countries by Imperial College Business School in London.

Pfizer has abandoned its attempt to buy AstraZeneca for nearly $ 118 billion after the latter refused an offer of 55 pounds a share.

RBI DEFAULTERS’ LIST STATUS

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

EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS

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

INFORMATION DECLINED

MANAGEMENT NON-COOPERATIVE (Tel. No.: 91-22-66620566)

LOCATIONS

Registered/ Head Office :	“Delphi” – B Wing, 601 & 602, 6^th Floor, Central Avenue, Hiranandani Business Park, Powai, Mumbai – 400076, Maharashtra, India
Tel. No.:	91-22-66620555/ 66620566
Fax No.:	91-22-66620500
E-Mail :	sharad.rane@emerson.com mandar.natekar@emerson.com kiran.gadre@emerson.com marcom@emerson.co.in
Website :	www2.emersonprocess.com
Location :	Owned
Factory 1:	Plot No. A145/4, TTC Industrial Area, Pawane, MIDC, Navi Mumbai - 400705, Maharashtra, India
Tel. No.:	91-22-66736000
Factory 2:	No.147, Rajiv Gandhi Salai, OMR, Karapakkam Village, Chennai – 600097, TamilNadu
Tel. No.:	91-44-49034300
Other Offices :	NORTH REGION Head Office Gurgaon Branch Offices Lucknow Kota Chandigarh CENTRAL REGION Head Office Baroda Branch Offices Surat Bhopal Rajkot WESTERN REGION Head Office Mumbai Pune Branch Offices Nagpur Raipur EAST REGION Head Office Kolkata Branch Office Bhuvaneshwar SOUTH REGION Head Office Chennai Branch Offices Hyderabad Bangalore Vizag
Engg. Centre :	Located at Pune Noida Chennai
Overseas Offices :	Located at Bangladesh Sri Lanka

DIRECTORS

As on 30.09.2013

Name :

Mr. Michael Howard Train

Designation :

Director

Address :

Charles Howard Train, 22, Nassim Road, Singapore, 258452

Date of Birth/Age :

25.01.1962

Date of Appointment :

09.04.2002

DIN No.:

00736644

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	U29196MH1981PTC024115	EMERSON PROCESS MANAGEMENT (INDIA) PRIVATE LIMITED	Director	09-04-2002	09-04-2002	-	Active	NO
2	U93090TN1985PLC024245	EMERSON PROCESS MANAGEMENT CHENNAI LIMITED	Director	30-06-2003	30-06-2003	29-03-2010	Active	NO

Name :

Mr. Pradipta Tirthapati sen

Designation :

Director

Address :

304, Tower-2, Plams, South City 1, Gurgaon – 122001, Haryana, India

Date of Birth/Age :

07.10.1958

Date of Appointment :

30.12.2003

DIN No.:

00051758

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	U29192MH1997PTC107573	HIROSS INDIA PRIVATE LIMITED	Director	27-03-2001	27-03-2001	-	Active	NO
2	U74999MH1993PTC071079	EMERSON NETWORK POWER (INDIA) PRIVATE LIMITED	Director	11-06-2001	11-06-2001	-	Active	NO
3	U30006TN1993PTC025830	CONTROL TECHNIQUES INDIA PRIVATE LIMITED	Director	14-06-2002	14-06-2002	-	Active	NO
4	U31200DL1991PTC043306	LEROY SOMER INDIA PRIVATE LIMITED	Director	15-03-2003	15-03-2003	24-04-2012	Active	NO
5	U29196MH1981PTC024115	EMERSON PROCESS MANAGEMENT (INDIA) PRIVATE LIMITED	Director	30-12-2003	30-12-2003	-	Active	NO
6	U33112GJ1988PTC010464	ADVANCED SYS-TEK PRIVATE LIMITED	Director	22-04-2004	22-04-2004	05-10-2007	Active	NO
7	U40109DL1997FTC085582	EMERSON PROCESS MANAGEMENT POWER AND WATER SOLUTIONS INDIA PRIVATE LIMITED	Director	14-12-2004	14-12-2004	-	Active	NO
8	U29192PN1993PLC071223	EMERSON CLIMATE TECHNOLOGIES (INDIA) LIMITED	Director	26-07-2006	26-07-2006	-	Active	NO
9	U33130PN1999PTC134690	ROSEMOUNT TANK GAUGING INDIA PRIVATE LIMITED	Director	30-09-2008	12-11-2006	05-04-2012	Active	NO
10	U40200GJ2007PTC049905	DANIEL MEASUREMENT SOLUTIONS PRIVATE LIMITED	Director	07-02-2007	07-02-2007	-	Active	NO
11	U31101KA2000PTC026953	EMERSON INDUSTRIAL AUTOMATION ELECTRIC POWER GENERATION PRIVATE LIMITED	Director	11-05-2009	12-02-2009	-	Active	NO
12	U93090TN1985PLC024245	EMERSON PROCESS MANAGEMENT CHENNAI LIMITED	Director	30-09-2011	31-03-2011	-	Active	NO

Name :

Mr. Sharad Amrut Rane

Designation :

Alternate director

Address :

Flat No. 4, 4^th Floor, The Residency, Vishweshwar Nagar, Goregaon (East), Mumbai – 400063, Maharashtra, India

Date of Birth/Age :

15.03.1959

Date of Appointment :

23.09.2008

DIN No.:

02368830

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	Company/ LLP Status	Defaulting status
1	U29196MH1981PTC024115	EMERSON PROCESS MANAGEMENT (INDIA) PRIVATE LIMITED	Alternate director	23-09-2008	23-09-2008	Active	NO
2	U93090TN1985PLC024245	EMERSON PROCESS MANAGEMENT CHENNAI LIMITED	Director	30-09-2011	31-03-2011	Active	NO

Name :

Mr. Amit Ashok Paithankar

Designation :

Managing Director

Address :

B-406, Lake Primrose, Phase-4, Lake Homes, Powai, Mumbai - 400076, Maharashtra,India

Date of Birth/Age :

01.04.1971

Qualification :

BE-Electrical Engineer,

VJTI- Mumbai ; Ph. D Technology -VJTI, Mumbai,

Masters Diploma in Business Administration (Finance) – Symbiosis, Pune

Date of Appointment :

28.09.2012

PAN No.:

ACVPP9629H

DIN No.:

02435057

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	U29190MH1995PTC087858	EMERSON ELECTRIC COMPANY (INDIA) PRIVATE LIMITED	Director	29-03-2007	29-03-2007	24-03-2010	Active	NO
2	U29196MH1981PTC024115	EMERSON PROCESS MANAGEMENT (INDIA) PRIVATE LIMITED	Managing director	28-09-2012	29-11-2011	-	Active	NO
3	U40109DL1997FTC085582	EMERSON PROCESS MANAGEMENT POWER AND WATER SOLUTIONS INDIA PRIVATE LIMITED	Director	27-09-2013	01-01-2013	-	Active	NO

Name :

Mr. Sabayachi Subodh Kumar Mitra

Designation :

Director

Address :

16, Verde Crescent, Singapore – 688731

Date of Birth/Age :

06.10.1964

Date of Appointment :

18.12.2008

DIN No.:

00366616

Name :

Mr. Laxmikant Iyengar

Designation :

Additional Director

Address :

Desikachari Iyengar Rosa Villa, 247/A FR Peter Pereira Road, Kurla (West), Mumbai – 400070, Maharashtra, India

Date of Birth/Age :

09.11.1969

Date of Appointment :

30.09.2013

DIN No. :

05309137

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	Company/ LLP Status	Defaulting status
1	U29192MH1997PTC107573	HIROSS INDIA PRIVATE LIMITED	Director	05-04-2012	05-04-2012	Active	NO
2	U31200DL1991PTC043306	LEROY SOMER INDIA PRIVATE LIMITED	Director	08-11-2012	24-04-2012	Active	NO
3	U33130PN1999PTC134690	ROSEMOUNT TANK GAUGING INDIA PRIVATE LIMITED	Director	07-09-2012	26-06-2012	Active	NO
4	U29196MH1981PTC024115	EMERSON PROCESS MANAGEMENT (INDIA) PRIVATE LIMITED	Director	30-09-2013	26-12-2012	Active	NO
5	U40200GJ2007PTC049905	DANIEL MEASUREMENT SOLUTIONS PRIVATE LIMITED	Alternate director	01-06-2013	01-06-2013	Active	NO
6	U31101KA2000PTC026953	EMERSON INDUSTRIAL AUTOMATION ELECTRIC POWER GENERATION PRIVATE LIMITED	Additional director	12-02-2014	12-02-2014	Active	NO

KEY EXECUTIVES

Name :	Mr. Sharad Amrut Rane
Designation :	Secretary
Address :	B-11, Vinay Apartments, Chougle Nagar, Near Nancy Colony, Borivli (East), Mumbai – 400066, Maharashtra, India
Date of Birth/Age :	15.03.1959
Date of Appointment :	25.06.2004
PAN No.:	AAAPR5500L

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 30.09.2013

Names of Shareholders	No. of Shares	Percentage of Holding
Rosemount INC., USA	66600	74.00
Emerson Electric Company (India) Private Limited, India	23400	26.00
Total	90000	100.00

As on 30.09.2013

Equity Share Break up (Percentage of Total Equity)

Category	Percentage of Holding
Foreign holdings( Foreign institutional investor(s), Foreign companie(s) Foreign financial institution(s), Non-resident Indian(s) or Overseas Corporate bodies or Others	74.00
Bodies corporate	26.00
Total	100.00

BUSINESS DETAILS

Line of Business :

Manufacturer and Trader of Process Control Instruments, Distributed Control Systems and Related Services.

Products :

Item Code No. (ITC Code)	Product Description
90262000	Instruments for Measuring, Checking Pressure

GENERAL INFORMATION

No. of Employees :

Not Divulged

Bankers :

Not Divulged

Facilities :

SECURED LOANS	31.03.2013 (Rs. In Millions)	31.03.2012 (Rs. In Millions)
LONG TERM BORROWINGS
Long-term maturities of finance lease Obligations (Secured by the Vehicles acquired under finance lease contracts in relation to vehicles.)	0.033	0.411
Total	0.033	0.411

Banking Relations :	--
Auditors :
Name :	BSR and Company Chartered Accountants
Address :	Lodha Excelus, 5^th Floor, Apollo Mills Compound, N. M. Joshi Marg, Mahalaxmi, Mumbai – 400013, Maharashtra, India
Income-tax PAN of auditor or auditor's firm :	AAAFB9825F
Holding Company :	· Rosemount Inc, United States Emerson Electric Company (India) Private Limited, India CIN No.: U29190MH1995PTC087858
Associates :	· Jasubhai Engineering Private Limited CIN No.: U27109GJ1979PTC003277 Jasubhai Business Services Private Limited CIN No.: U45200MH1995PTC086859 Jasubhai Media Private Limited CIN No.: U72200MH2000PTC123541 Maulik Business Services Private Limited CIN No.: U67120MH1985PTC037968
Fellow Subsidiary Company :	· Emerson Process Management Asia Pacific (Singapore) Pte Limited Micro Motion Inc Daniel Measurement Solutions Private Limited CIN No.: U40200GJ2007PTC049905 Emerson Process Management Flow Technologies Co. Limited Emerson Process Management LLP Emerson Process Management Chennai Limited CIN No.: U93090TN1985PLC024245 Roxar Maximum Reservoir Performance LLC Emerson Process Management Power And Water Solutions India Private Limited CIN No.: U40109DL1997FTC085582 EGS Electrical Group LLC Emerson Network Power (India) Private Limited CIN No.: U74999MH1993PTC071079 Rosemount Analytical Inc OHIO Roxar Flow Measurement SDN BHD Emerson Process Management China Limited Emerson FZE – Dubai Emerson Process Management Emerson Beijing Instrument Co Limited Emerson Network Power (Pune) Private Limited Beijing Rosemount Far East Instrument Co. Instrument and Valve Services Company Roxar Services AS Emerson Industrial Automation now known as Asco Numatics India Private Limited Emerson Process Management Australia PTY Limited Emerson Process Management GmBH & Co OHG Rosemount Tank Gauging India Private Limited CIN No.: U33130PN1999PTC134690 Control Techniques India Private Limited CIN No.: U30006TN1993PTC025830 Daniel Measurement and Control Emerson Process Management GMBH and Company Emerson Process Management Pittsburgh Emerson Process Management Rosemount Tank Radar AB Fisher Sanmar Limited Mobrey Limited P I Components Inc Rosemount Analytical Inc -Irvine Roxar Flow Measurement AS Emerson MMC Emerson Process Management Shanghai Co Ltd Emerson Process Management Korea Limited Emerson Process Management SAS Emerson Climate Technologies (India) Limited CIN No.: U29192PN1993PLC071223 Emerson Process Management St. Louis Metco Services Limited’ Emerson Electric Company St Louis Emerson Process Management Shared Services Emerson Process Management Austin Emerson Process Management AG (Swaziland) Elomatic Valve Actuators F.E. Pte Limited Emerson Process Management Karlstein Emerson Process Management A/S Emerson Process Management Japan Limited Computation System Inc Emerson Process Management Remote Automation Solutions Remote Automation Solutions Emerson Process Management PC&E Inc St. Louis Net Safety Monitoring INC Emerson Process Management SRL

CAPITAL STRUCTURE

As on 31.03.2013

Authorised Capital :

No. of Shares	Type	Value	Amount
100000	Equity Shares	Rs.100/- each	Rs.10.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
90000	Equity Shares	Rs.100/- each	Rs.9.000 Millions

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	9.000	9.000	9.000
(b) Reserves & Surplus	1217.469	1087.339	1069.109
(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)	1226.469	1096.339	1078.109
(3) Non-Current Liabilities
(a) long-term borrowings	0.033	0.411	1.036
(b) Deferred tax liabilities (Net)	0.000	0.000	0.000
(c) Other long term liabilities	53.469	36.657	0.000
(d) long-term provisions	45.552	37.346	30.914
Total Non-current Liabilities (3)	99.054	74.414	31.950
(4) Current Liabilities
(a) Short term borrowings	200.000	200.000	0.000
(b) Trade payables	2193.181	1493.259	1461.668
(c) Other current liabilities	595.619	432.471	338.640
(d) Short-term provisions	105.586	93.543	112.287
Total Current Liabilities (4)	3094.386	2219.273	1912.595
TOTAL	4419.909	3390.026	3022.654
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	371.397	362.054	361.320
(ii) Intangible Assets	28.507	0.000	0.000
(iii) Capital work-in-progress	11.487	3.580	6.008
(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)	143.948	104.658	82.439
(d) Long-term Loan and Advances	153.272	118.443	112.600
(e) Other Non-current assets	41.325	30.747	0.000
Total Non-Current Assets	749.936	619.482	562.367
(2) Current assets
(a) Current investments	0.000	0.000	0.000
(b) Inventories	714.815	680.496	592.114
(c) Trade receivables	1993.674	1446.743	1200.546
(d) Cash and cash equivalents	117.138	81.679	76.577
(e) Short-term loans and advances	444.472	317.193	349.482
(f) Other current assets	399.874	244.433	241.568
Total Current Assets	3669.973	2770.544	2460.287
TOTAL	4419.909	3390.026	3022.654

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2013	31.03.2012	31.03.2011
	SALES
		Income
		Other Income
		TOTAL (A)	6704.988	5389.795	4556.415
Less	EXPENSES
		TOTAL (B)	6370.094	5207.347	4315.521
	PROFIT/ (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		334.894	182.448	240.894
Less	FINANCIAL EXPENSES (D)		42.639	5.855	0.299
	PROFIT/ (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		292.255	176.593	240.595
Less/ Add	DEPRECIATION/ AMORTISATION (F)		77.619	68.764	43.045
	PROFIT/ (LOSS) BEFORE TAX (E-F) (G)		214.636	107.829	197.550
Less	TAX (H)		84.506	44.750	64.465
	PROFIT/ (LOSS) AFTER TAX (G-H) (I)		130.130	63.079	133.085
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		721.732	709.810	679.584
Less	APPROPRIATIONS
		Interim Dividend	0.000	38.461	38.461
		Proposed Dividend – Final	0.000	0.000	38.462
		Dividend distribution tax	0.000	6.388	12.627
		Transfer to General Reserve	0.000	6.308	13.309
	BALANCE CARRIED TO THE B/S		851.862	721.732	709.810
	EARNINGS IN FOREIGN CURRENCY		267.774	306.472	171.674
	Earnings Per Share (Rs.)		1446.00	701.00	1478.72

KEY RATIOS

PARTICULARS		31.03.2013	31.03.2012	31.03.2011
PAT / Total Income	(%)	1.94	1.17	2.92
Return on Total Assets (PBT/Total Assets}	(%)	5.03	3.29	6.73
Return on Investment (ROI) (PBT/Networth)		0.18	0.10	0.18
Debt Equity Ratio (Total Debt/Networth)		0.16	0.18	0.00
Current Ratio (Current Asset/Current Liability)		1.19	1.25	1.29

FINANCIAL ANALYSIS

[all figures are in Rupees Millions]

DEBT EQUITY RATIO

Particular	31.03.2011	31.03.2012	31.03.2013
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Share Capital	9.000	9.000	9.000
Reserves & Surplus	1069.109	1087.339	1217.469
Net worth	1078.109	1096.339	1226.469
long-term borrowings	1.036	0.411	0.033
Short term borrowings	0.000	200.000	200.000
Total borrowings	1.036	200.411	200.033
Debt/Equity ratio	0.001	0.183	0.163

YEAR-ON-YEAR GROWTH

Year on Year Growth	31.03.2011	31.03.2012	31.03.2013
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Total Income	4556.415	5389.795	6704.988
		18.290	24.402

NET PROFIT MARGIN

Net Profit Margin	31.03.2011	31.03.2012	31.03.2013
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Total Income	4556.415	5389.795	6704.988
Profit	133.085	63.079	130.130
	2.92%	1.17%	1.94%

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	No
9]	Name of person contacted	No
10]	Designation of contact person	No
11]	Turnover of firm for last three years	Yes
12]	Profitability for last three years	Yes
13]	Reasons for variation <> 20%	-----
14]	Estimation for coming financial year	No
15]	Capital in the business	Yes
16]	Details of sister concerns	Yes
17]	Major suppliers	No
18]	Major customers	No
19]	Payments terms	No
20]	Export / Import details (if applicable)	No
21]	Market information	-----
22]	Litigations that the firm / promoter involved in	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	Yes
33]	Voter ID No of Proprietor/Partner/Director, if available	No
34]	External Agency Rating, if available	No

LITIGATION DETAILS

HIGH COURT OF BOMBAY
CASE DETAILS
BENCH:- BOMBAY
LODGING NO:- ITXAL/2072/2012		FILING DATE:- 26/12/2012		REG. NO.: ITXA/1288/2013		REG. DATE: 10/07/2013
PETITIONER:-	THE COMMISSIONER OF INCOME TAX -3		RESPONDENT:-		M/X. EMERSON PROCESS MANAGEMENT (INDIA) PRIVATE LIMITED
PETN.ADV:-	PADMA DIVAKAR (0)		RESP. ADV:		ATUL K. JASANI (0)
DISTRICT:-	MUMBAI
BENCH:-	DIVISION
STATUS:-	PRE-ADMISSION		CATEGORY:-		TAX APPEALS
NEXT DATE:-	21/08/2014		STAGE:-		FOR REJECTION [ORIGINAL SIDE MATTERS]
CORAM:	ACCODING TO SITTING LIST ACCODING TO SITTING LIST
LAST DATE :	19/03/2013		STAGE :		FOR DIRECTION
LAST CORAM :	HON’BLE SHRI JUSTICE J.P. DEVADHAR HON’BLE SHRI JUSTICE M.S. SANKLECHA
ACT:-	INCOME TAX ACT, 1961
UNDER SECTION:-	260A

INDEX OF CHARGES

S.NO.	CHARGE ID	DATE OF CHARGE CREATION/MODIFICATION	CHARGE AMOUNT SECURED	CHARGE HOLDER	ADDRESS	SERVICE REQUEST NUMBER (SRN)
1	90242527	31/05/2004	522,000.00	FORD CREDIT KOTAK MAHINDRA LIMITED	36-38 ANARIMAN BHAVAN 227 NARIMAN POINT, MUMBAI, MAHARASHTRA - 400021, INDIA	-
2	90163642	20/04/1998 *	62,500,000.00	CORPORATION BANK	INDUSTRIAL FINANCE BRANCH, BHARAT HOUSE 104 S B MARG, MUMBAI, MAHARASHTRA - 400001, INDIA	-
3	90160910	09/01/1997	14,700.00	CORPORATION BANK	VEENA CHABERS DALAL STREET FORT, BOMBAY, MAHARASHTRA - 400023, INDIA	-
4	90166367	20/04/1998 *	442,700,000.00	STATE BANK OF INDIA	VATWA INDUSTRIAL ESTATE, AHMEDABAD, GUJARAT - 382445, INDIA	-
5	90160863	07/03/1995	32,500,000.00	CORPORAITON BANK	INDUSTRIAL FINANCE BRANCH, 104 BHARAT HOUSE, BOMBAY, MAHARASHTRA - 400001, INDIA	-
6	90165115	07/05/1995 *	32,500,000.00	CORPORATION BANK	INDUSTRIAL FINANCE BRANCH, BHARAT HOUSE GROUND FLOOR NO 104 B S MARG, BOMBAY, MAHARASHTRA - 400001, INDIA	-
7	90166259	16/08/1994 *	205,200,000.00	STATE BANK OF INDIA	P B NO 10, VATAWA INDUSTRIAL ESTATE, AHMEDABAD, GUJARAT - 382445, INDIA	-
8	90166243	27/10/1993	205,200,000.00	STATE BANK OF INDIA	P B NO 10 VATWA INDUSTRIAL ESTATE, AHMEDABAD, GUJARAT - 382445, INDIA	-
9	90160797	09/01/1992	3,750.00	CORPORATION BANK	VEENA CHABERS DALAL STREET FORT, BOMBAY, MAHARASHTRA - 400023, INDIA	-
10	90166113	06/09/1993 *	141,500,000.00	STATE BANK OF INDIA	P B NO 10 VATWA INDUSTRIAL ESTATE, AHMEDABAD, GUJARAT - 382445, INDIA	-
11	90166100	28/11/1990	14,000,000.00	THE HONKONG AND SHANGHAI BANKING CORPORAITON LIMITED	BOMBAY MAIN BRANCH, BOMBAY, MAHARASHTRA - 400001, INDIA	-
12	90166018	07/09/1990 *	7,300,000.00	STATE BANK OF INDIA	VATAWA INDUSTRIAL ESTATE, AHMEDABAD, GUJARAT - 382445, INDIA	-
13	90162222	02/01/1989	4,500,000.00	GUJRAT STATE FINANCIAL CORPORATION	JALDARSHAN BUILDING, ASHRAM ROAD, AHMEDABAD, GUJARAT, INDIA	-
14	90164822	07/09/1990 *	28,500,000.00	STATE BANK OF INDIA	VATVA INDUSTRIAL ESTATE BRANCH, AHMEDABAD, GUJARAT - 382445, INDIA	-
15	90165991	22/03/1991 *	28,500,000.00	STATE BANK OF INDIA	VATWA INDUSTRIAL ESTATE, AHMEDABAD, GUJARAT - 382445, INDIA	-
16	90160752	09/01/1987	37,410.00	CORPORATION BANK	VEENA CHABERS DALAL STREET FORT, BOMBAY, MAHARASHTRA - 400023, INDIA	-
17	90160748	30/10/1986	120,000.00	CORPORATION BANK	VEENA CHAMBERS DALAL STREET FORT, BOMBAY, MAHARASHTRA - 400023, INDIA	-
18	90160747	21/10/1986	61,000.00	CORPORATION BANK	VEENA CHAMBERS DALAL STREET FORT, BOMBAY, MAHARASHTRA - 400023, INDIA	-
19	90164700	23/02/2004 *	5,000,000.00	STATE BANK OF INDIA	VATVA INDUSTRIAL ESTATE BRANCH, AHMEDABAD, GUJARAT - 382445, INDIA	-
20	90164695	19/11/1983	400,000.00	STATE BANK OF INDIA	VATVA INDUSTRIAL ESTATE BRANCH, AHMEDABAD, GUJARAT - 382445, INDIA	-
21	90165811	16/02/1985 *	5,600,000.00	STATE BANK OF INDIA	VATVA INDUSTRIAL ESTATE BRANCH, AHMEDABAD, GUJARAT - 382445, INDIA	-
22	90165792	25/05/1983 *	949,290.00	STATE BANK OF INDIA	VATVA INDUSTRIAL ESTATE BRANCH, AHMEDABAD, GUJARAT - 382445, INDIA	-
23	90164682	08/09/1983 *	2,770,976.00	STATE BANK OF INDIA	VATVA INDUSTRIAL ESTATE BRANCH, AHMEDABAD, GUJARAT - 382445, INDIA	-
24	90164661	09/02/1982	67,000.00	STATE BANK OF INDIA	VATVA INDUSTRIAL ESTATE BRANCH, AHMEDABAD, GUJARAT - 382445, INDIA	-
25	90164656	19/12/1981	400,000.00	STATE BANK OF INDIA	VATVA INDUSTRIAL ESTATE BRANCH, AHMEDABAD, GUJARAT - 382445, INDIA	-
26	90164655	05/12/1981	100,000.00	STATE BANK OF INDIA	VATVA INDUSTRIAL ESTATE BRANCH, AHMEDABAD, GUJARAT - 382445, INDIA	-

* Date of charge modification

UNSECURED LOANS

PARTICULAR	31.03.2013 (Rs. In Millions)	31.03.2012 (Rs. In Millions)
SHORT TERM BORROWINGS
Loans and advances from others (Payable within one year. Inetrest is to be paid @ MIBOR + 0.50% at quarterly intervals.)	200.000	200.000
Total	200.000	200.000

BACKGROUND

The Company was incorporated on 25 March 1981 as a joint venture between Rosemount Inc., USA (‘Rosemount’) and the Jasu Shah Group (‘JS Group’). On 8 August 2000, the joint venture partners entered into a share purchase and shareholders agreement to restructure their relationship, whereby the J S Group agreed to sell 30,600 equity shares to Rosemount resulting in an increase in shareholding of Rosemount from 40% to 74% and thereby making the Company a subsidiary of Rosemount. On 1 October 2011 J S Group sold off the balance 26% stake in the Company to Emerson Electric Co. (India) Private Limited, an Emerson group company. The Company is engaged in the manufacture and trading of process control instruments, distributed control systems and related services

ACQUISITION OF ROSEMOUNT TANK GUAGING

As per the Business Transfer Agreement approved by the Board, the company acquired Rosemount Tank Gauging India Private Limited (Emerson Group Company) (RTGI) on 1^st October, 2012 as a whole and as a going concern on a slump sale basis. Thus the operating results of the Company for the year include results of RTG for the period from 2^nd Oct, 2012 to 31^st March, 2013.

OPERATIONS

The Company has posted a decent year on year Bookings growth of 14% during the year (From Rs 6,372mn in FY2011-12 to Rs 7,256mn in FY2012-13. Major orders received during the year includes – GAIL PATA Rs 371mn, VATECH – Rs 219mn; HOSPIRA Healthcare Rs 193mn, Tata Project (NMDC) Rs 102mnetc. The Company had healthy order back log position as at end of March, 13 of Rs 4,749mn as against Rs 4,528mn mn a year ago.

The Company’s total income increased significantly by 24% and Profit before tax by 99% over last year. USD / INR rate appreciated from Rs 50 level last year to Rs 54-55 level in the current year which impacted the PandL by Rs 60mn due to exchange rate difference on conversion of foreign currency liabilities. Employee cost increased by 11% due to increased in headcounts along with effect of increment / variable pay etc. Finance costs increased from Rs 5.8mn to Rs 42.6mn due to interest on short term borrowing for full year and higher interest to MSME vendors. Despite this, Profit before tax improved mainly due to increase in sales, efforts made to increase price and reduce costs and substantial credit note support received from Emerson inter- company vendors.

Inventories increased by only 5% (from Rs 680mn to Rs 715mn) compared to the previous year. Trade Receivable level increased by 38% (from Rs 1,447mn to Rs 1994mn). This was mainly due to continued delayed payments from most of the customers due to tight monetary conditions and rising interest rates as well as due to Power project delays which affected payments from their major customers. The Company has taken several actions to improve execution process and increase involvement of operational and sales force as well to outsource collection activities in the pursuit of improving inventory and sunder debtors’ levels.

The company expects that its growth and profitability during the current year (2013-14) would be adversely affected due to slow down in Indian economy and exorbitant appreciation in USD Vs INR from Rs 53-54 level in April – June Quarter to current level of Rs 62-63.

FIXED ASSETS

Tangible Assets

Land

Buildings

Plant and Equipment

Furniture and Fixtures

Vehicles

Motor Vehicles

Office Equipment

Computer Equipments

Other Equipments

Leasehold Improvements

Intangible assets

Goodwill

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.60.22
UK Pound	1	Rs.102.79
Euro	1	Rs.81.95

INFORMATION DETAILS

Information Gathered by :	JML
Analysis Done by :	DIV
Report Prepared by :	MRI

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	6
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	6
--PROFITABILIRY	1~10	5
--LIQUIDITY	1~10	5
--LEVERAGE	1~10	5
--RESERVES	1~10	7
--CREDIT LINES	1~10	5
--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	NO
--OTHER MERIT FACTORS	YES/NO	YES
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		49

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.