MIRA INFORM REPORT

Report Date :

04.06.2014

IDENTIFICATION DETAILS

Name :	STERLING AND WILSON CO-GEN SOLUTIONS PRIVATE LIMITED

Registered Office :	10^th Floor, Universal Majestic, 9th Floor P.L. Lokhande Marg, Chembur (West) Mumbai - 400 043, Maharashtra

Country :	India

Financials (as on) :	31.03.2013

Date of Incorporation :	27.04.2011

Com. Reg. No.:	11-216749

Capital Investment / Paid-up Capital :	Rs. 50.000 Millions

CIN No.: [Company Identification No.]	U31400MH2011PTC216749

PAN No.: [Permanent Account No.]	AAPCS8231F

Legal Form :	Private Limited Liability Company

Line of Business :	Subject is engaged in the business of undertaking contracts for design, engineering, supply, erection and commissioning of Gas based Power Generation Equipments and accessories.

No. of Employees :	Information declined by management.

RATING & COMMENTS

MIRA’s Rating :

B (27)

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

Maximum Credit Limit :	USD 260000

Status :	Moderate

Payment Behaviour :	Slow but correct

Litigation :	Clear

Comments :	Subject is an established company having moderate track record. Rating reflects moderate financial risk profile risk profile due to low reserves and high working capital intensive nature of business. However, Trade relation are fair. Business is active. Payment terms are slow but correct. The company can be considered for business dealing 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 – March 31, 2014

Country Name

Previous Rating

(31.12.2013)

Current Rating

(31.03.2014)

India

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

INDIAN ECONOMIC OVERVIEW

US investment bank Goldman Sachs has upgraded its outlook on Indian markets as it expects positive impact of the election cycle.

India’s economy may grow 4.7 % in the current financial year, lower than the official estimate of 4.9 %, Fitch Rating said. The global rating agency expects the economy to pick up in the next two financial years.

Global ratings agency Standard & Poor said increasing focus by India Inc on lowering debt is likely to improve their credit profiles.

Singapore (1.1 million Indian tourists in 2012), Thailand (one million), the United Arab Emirates ().98 million) and Malaysia ().82 million) emerged as the preferred holidays hotspots for Indians. The total figure is expected to increase to 1.93 million by 2017, according to the latest Eurmonitor international report.

There is a $29.34 bn outward foreign direct investment by domestic companies between April and January of 2013/14 which has seen some signs of recovery according to a Care Ratings report.

There are 264 number of new companies being set up every day on average during 2014. Most of them are registered in Mumbai. India had 1.38 million registered companies at the end of January, 2014.

Twitter like messaging service Weibo Corporation has filed to raise $ 500 million via a US initial public offering. Alibaba, which owns a stake in Weibo is expected to raise about $ 15 billion New York this year in the highest profile Internet IPO since Facebook’s in 2012.

Bharti Airtel has raised Rs.2,453.2 crore (350 million Swiss Francs) by selling six-year bonds at a coupon rate of three per cent and maturing in 2020. This is the largest ever bond offering by an Indian company in Swiss Francs. Bharat Petroleum Corporation raised 175 million Swiss Francs by selling five year bonds at 2.98 % coupon rate in February.

Indian Oil Corporation plans to invest Rs 7650 crore in setting up a petrochemical complex at its almost complete Paradip refinery in Odhisha in three to four years. The company board is set to consider the setting up of a 700000 tonne per annum polypropylene plant at an estimated cost at Rs.3150 crore.

Global chief information officers at gathering in Bangalore in April to meet Indian startups at an event called Tech50 Watchout for Little Eye Labs-Facebook type deals in the making.

EXTERNAL AGENCY RATING

Rating Agency Name	CRISIL
Rating	Long term rating BB
Rating Explanation	Inadeavate Credit Quality and High Credit Risk
Date	14.05.2014

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 31-03-2012.

INFORMATION DECLINED

Management non co-operative. (91-022-25485300)

LOCATIONS

Registered Office :	10^th Floor, Universal Majestic, 9th Floor P.L. Lokhande Marg, Chembur (West) Mumbai - 400 043, Maharashtra, India
Tel. No.:	91-022-25485300
Fax No.:	91-022-25485331
E-Mail :	mumbai@sterlingwilson.com

DIRECTORS

As on: 26.09.2013

Name :

Mr. Khurshed Yazdi Daruvala

Designation :

Director

Address :

613, Dinshaw Mody Bldg.,Jame Jamsed Road, Parsi Colony, Dadar, Mumbai - 400014. Maharashtra.

Date of Birth/Age :

22.03.1969

Date of Appointment :

25.04.2011

DIN No.:

00216905

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	U31200MH1974PLC017538	STERLING AND WILSON LIMITED	Whole-time director	01/04/2013	01/09/1993	-	Active	NO
2	U45200MH1994PTC081493	STERLING AND WILSON SERVICES PRIVATE LIMITED	Director	27/09/1994	27/09/1994	-	Active	NO
3	U70100MH1995PTC088637	STERLING AND WILSON POWERGEN PRIVATE LIMITED	Director	22/05/1995	22/05/1995	-	Active	NO
4	U65993MH1988PTC050015	DELLA ENCLAVE PRIVATE LIMITED	Director	20/09/2004	20/09/2004	28/02/2007	Active	NO
5	U99999MH1995PTC085899	STERLING GENERATORS PRIVATE LIMITED	Whole-time director	01/04/2013	02/05/2005	-	Active	NO
6	U74999DL1996PTC083281	STERLING VIKING POWER PRIVATE LIMITED	Director	01/09/2005	01/09/2005	-	Active	NO
7	U29300MH1992PTC065843	DELSYS INFOTECH PRIVATE LIMITED	Director	21/11/2005	21/11/2005	-	Active	NO
8	U72200DL2002PTC114999	RANGE CONSULTANTS PRIVATE LIMITED	Director	23/04/2007	23/04/2007	-	Active	NO
9	U51504MH2008PTC181253	STERLING AND WILSON ENERGY SYSTEMS PRIVATE LIMITED	Director	17/04/2008	17/04/2008	-	Active	NO
10	U31300WB1989PTC046575	PSC ENGINEERS PVT LTD	Director	11/09/2009	23/04/2009	-	Amalgamated	NO
11	U51395MH1991PTC060681	TRANSTEL SYSTEMS PRIVATE LIMITED	Director	02/04/2010	02/04/2010	-	Active	NO
12	U31400MH2011PTC216749	STERLING AND WILSON CO-GEN SOLUTIONS PRIVATE LIMITED	Director	27/04/2011	27/04/2011	-	Active	NO
13	U40105MH2009PTC191496	IRIS ENERGY PRIVATE LIMITED	Director	24/10/2011	15/06/2011	12/12/2012	Active	NO
14	U31908MH2012PTC233374	STERLING AND WILSON SECURITY SYSTEMS PRIVATE LIMITED	Director	13/07/2012	13/07/2012	-	Active	NO

Name :

Mr.Zarine Yazdi Daruvala

Designation :

Director

Address :

613, Dinshaw Mody Bldg.,Jame Jamsed Road, Parsi Colony, Dadar, Mumbai - 400014. Maharashtra.

Date of Birth/Age :

17.12.1944

Date of Appointment :

25.04.2011

DIN No.:

00190585

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	U31200MH1974PLC017538	STERLING AND WILSON LIMITED	Managing director	01/04/2013	06/03/1980	-	Active	NO
2	U65993MH1988PTC050015	DELLA ENCLAVE PRIVATE LIMITED	Director	06/11/1992	06/11/1992	16/07/2012	Active	NO
3	U45200MH1994PTC081493	STERLING AND WILSON SERVICES PRIVATE LIMITED	Director	27/09/1994	27/09/1994	-	Active	NO
4	U70100MH1995PTC088637	STERLING AND WILSON POWERGEN PRIVATE LIMITED	Director	22/05/1995	22/05/1995	-	Active	NO
5	U29300MH1992PTC065843	DELSYS INFOTECH PRIVATE LIMITED	Director	02/08/2002	02/08/2002	-	Active	NO
6	U99999MH1995PTC085899	STERLING GENERATORS PRIVATE LIMITED	Director	02/05/2005	02/05/2005	-	Active	NO
7	U74999DL1996PTC083281	STERLING VIKING POWER PRIVATE LIMITED	Director	01/09/2005	01/09/2005	-	Active	NO
8	U51395MH1991PTC060681	TRANSTEL SYSTEMS PRIVATE LIMITED	Director	29/12/2006	29/12/2006	-	Active	NO
9	U72200DL2002PTC114999	RANGE CONSULTANTS PRIVATE LIMITED	Director	23/04/2007	23/04/2007	-	Active	NO
10	U51504MH2008PTC181253	STERLING AND WILSON ENERGY SYSTEMS PRIVATE LIMITED	Director	17/04/2008	17/04/2008	-	Active	NO
11	U31300WB1989PTC046575	PSC ENGINEERS PRIVATE LIMITED	Director	11/09/2009	23/04/2009	-	Amalgamated	NO
12	U31400MH2011PTC216749	STERLING AND WILSON CO-GEN SOLUTIONS PRIVATE LIMITED	Director	27/04/2011	27/04/2011	-	Active	NO
13	U31908MH2012PTC233374	STERLING AND WILSON SECURITY SYSTEMS PRIVATE LIMITED	Director	13/07/2012	13/07/2012	-	Active	NO

MAJOR SHAREHOLDERS

As on:26.09.2013

Names of Shareholders		No. of Shares
Zarine Yazdi Daruvala		5000
Khurshed. Yazdi Daruvala		1225000
Shapoorji Pallonji And Company Limited		2550000
Kainaz Khurashed Daruvala		1220000
Total		5000000

Equity Share Break up (Percentage of Total Equity)

Category	Percentage
Bodies corporate	51.00
Directors or relatives of Directors	49.00
Total	100.00

BUSINESS DETAILS

Line of Business :

Subject is engaged in the business of undertaking contracts for design, engineering, supply, erection and commissioning of Gas based Power Generation Equipments and accessories.

GENERAL INFORMATION

No. of Employees :

Information declined by management.

Bankers :

DBS Bank Limited, 221, Fort House, 3^rd Floor, D.N. Road, Fort Mumbai – 400001, Maharashtra, India

Facilities :

(Rs. In Millions)

Secured Loan	As on 31.03.2013	As on 31.03.2012
Short Term Borrowing
Working Capital Loan from Bank	70.000	0.000
Other loans and advances	104.599	0.000
Total	224.599	0.000


Banking Relations :	---

Auditors :
Name :	Kalyaniwalla and Mistry Chartered Accountants
Address :	Kalpataru Heritage, 127 Mahatma Gandhi Road, Mumbai – 400023, Maharashtra, Mumbai
PAN No.:	AAAFK7554R

Related Party:	Delsys Infortech Private Limited (CIN NO:U29300MH1992PTC065843) Shapoorji Pallonji and Company Limited. (CIN NO: U45200MH1943PLC003812) Sterling Generators Private Limited. (CIN NO:U99999MH1995PTC085899) Sterling and Wilson services private limited (CIN NO:U45200MH1994PTC081493) Sterling and Wilson limited. (CIN NO:U31200MH1974PLC017538)

CAPITAL STRUCTURE

As on: 31.03.2013

Authorised Capital :

No. of Shares	Type	Value	Amount

11000000	Equity Shares	Rs.10/- each	Rs.110.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount

5000000	Equity Shares	Rs.10/- each	Rs.50.000 Millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.03.2013	31.03.2012
I. EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	50.000	0.100
(b) Reserves & Surplus	16.631	(14.533)
(c) Money received against share warrants	0.000	0.000

(2) Share Application money pending allotment	0.000	0.000
Total Shareholders’ Funds (1) + (2)	66.631	(14.433)

(3) Non-Current Liabilities
(a) long-term borrowings	0.000	0.000
(b) Deferred tax liabilities (Net)	0.000	0.000
(c) Other long term liabilities	2.591	0.155
(d) long-term provisions	0.000	0.000
Total Non-current Liabilities (3)	2.591	0.155

(4) Current Liabilities
(a) Short term borrowings	224.599	14.600
(b) Trade payables	34.874	15.462
(c) Other current liabilities	31.413	4.084
(d) Short-term provisions	0.402	0.540
Total Current Liabilities (4)	291.288	34.686

TOTAL	360.510	20.408

II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	1.871	0.851
(ii) Intangible Assets	0.044	0.000
(iii) Capital work-in-progress	0.000	0.000
(iv) Intangible assets under development	0.000	0.000
(b) Non-current Investments	0.000	0.000
(c) Deferred tax assets (net)	1.043	0.000
(d) Long-term Loan and Advances	30.025	0.035
(e) Other Non-current assets	0.000	0.000
Total Non-Current Assets	32.983	0.886

(2) Current assets
(a) Current investments	0.000	0.000
(b) Inventories	0.564	17.875
(c) Trade receivables	160.812	0.000
(d) Cash and cash equivalents	14.965	1.329
(e) Short-term loans and advances	151.186	0.318
(f) Other current assets	0.000	0.000
Total Current Assets	327.527	19.522

TOTAL	360.510	20.408

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2013	31.03.2012
	SALES
		Turnover	840.000
		Other Income	NA
		TOTAL	NA	NA

Less	EXPENSES
		Office Expenses
		Administrative Expenses
		Advertising Expenses
		TOTAL	NA	NA

	PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION		38.602	(14.470)

Less/ Add	DEPRECIATION/ AMORTISATION		0.680	0.063

	PROFIT / (LOSS) BEFORE TAX		37.922	(14.533)

Less	TAX		6.757	0.000

	PROFIT / (LOSS) AFTER TAX		31.165	(14.533)

Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		(14.533)	0.000

	Balance Carried Forward		16.632	0.000

	Earnings / (Loss) Per Share (Rs.)		6.23	(14.533)

KEY RATIOS

PARTICULARS		31.03.2013	31.03.2012
Return on Total Assets (PBT/Total Assets}	(%)	10.55	(71.21)

Return on Investment (ROI) (PBT/Networth)		0.57	1.01

Debt Equity Ratio (Total Debt /Networth)		3.37	(1.01)

Current Ratio (Current Asset/Current Liability)		1.12	0.56

FINANCIAL ANALYSIS

[all figures are in Rupees Millions]

DEBT EQUITY RATIO

Particular	31.03.2012	31.03.2013
	(Rs. In Millions)	(Rs. In Millions)
Share Capital	0.100	50.000
Reserves & Surplus	(14.533)	16.631
Net worth	(14.433)	66.631

long-term borrowings	0.000	0.000
Short term borrowings	14.600	224.599
Total borrowings	14.600	224.599
Debt/Equity ratio	(1.012)	3.371

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 one year	Yes
12]	Profitability for last two years	Yes
13]	Reasons for variation <> 20%	----------------------
14]	Estimation for coming financial year	No
15]	Capital in the business	Yes
16]	Details of sister concerns	Yes
17]	Major suppliers	No
18]	Major customers	No
19]	Payments terms	No
20]	Export / Import details (if applicable)	No
21]	Market information	----------------------
22]	Litigations that the firm / promoter involved in	----------------------
23]	Banking Details	Yes
24]	Banking facility details	Yes
25]	Conduct of the banking account	----------------------
26]	Buyer visit details	----------------------
27]	Financials, if provided	Yes
28]	Incorporation details, if applicable	Yes
29]	Last accounts filed at ROC	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

Note:

The registered office of the company has been shifted from bussa udyog bhavan indspremises dco-op society 175 grd floor tokersey jivraj road sewri (west) Mumbai - 400015 to present address w.e.f.20.01.2012

PERFORMANCE

In the otherwise lackluster domestic business environment the company strategic to foray into the export market has paid dividends as the company could secure export orders and also successfully executer them, thereby achieving a turnover of Rs. 840.000 Millions and PAT of Rs.31.200 Millions. With no sign of any improvement in the domestic market for gas based plants due to non/ inadequate availability of natural gas in the country, the focus is on export markets, particularly Africa and middle east.

UNSECURED LOAN

Rs. In Millions

Particular	As on 31.03.2013	As on 31.03.2012
Short Term Borrowing
Loans and advances form related parties	50.000	14.600
Total	50.000	14.600

INDEX OF CHARGES

S.No.

Charge ID

Date of Charge Creation/Modification

Charge amount secured

Charge Holder

Address

Service Request Number (SRN)

10395886

03/09/2013 *

950,000,000.00

DBS Bank Ltd.

221, Fort House, 3rd Floor, D.N.Road, Fort, Mumba
i, Maharashtra - 400001, INDIA

B87753570

* Date of charge modification

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.59.21
UK Pound	1	Rs.99.17
Euro	1	Rs.80.56

INFORMATION DETAILS

Information Gathered by :	GYT

Analysis Done by :	SMT

Report Prepared by :	YOG

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	3
PAID-UP CAPITAL	1~10	4
OPERATING SCALE	1~10	3
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	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		29

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.