MIRA INFORM REPORT

Report Date :

09.06.2014

IDENTIFICATION DETAILS

Name :	AMBIENT CONTROLS PRIVATE LIMITED
Registered Office :	81, Charles Camp Bell Road, Cox Town, Bangalore – 560005, Karnataka
Country :	India
Financials (as on) :	31.03.2013
Date of Incorporation :	08.08.1990
Com. Reg. No.:	08-011116
Capital Investment / Paid-up Capital :	Rs.5.449 Millions
CIN No.: [Company Identification No.]	U45302KA1990PTC011116
TAN No.: [Tax Deduction & Collection Account No.]	BLRA01101C
PAN No.: [Permanent Account No.]	AACCA6740Q
Legal Form :	Private Limited Liability Company
Line of Business :	Subject is engaged in Working on Solutions for Roofing’s, Ceilings, Blinds Signage’s and Pre Fab Buildings.
No. of Employees :	Not Divulged

RATING & COMMENTS

MIRA’s Rating :

B (34)

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

Maximum Credit Limit :	USD 140000
Status :	Moderate
Payment Behaviour :	Slow but correct
Litigation :	Clear
Comments :	Subject is an established company having moderate track record. The rating is constrained on account of ACPL’s moderate scale of operation marked by its vulnerability of profitability margins to raw materials volatility. However, trade relations 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	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

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	Inadequate credit quality and high credit risk
Date	May 30, 2014

Rating Agency Name	CRISIL
Rating	Short Term Rating “A4+”
Rating Explanation	Minimal degree of safety and very high credit risk
Date	May 30, 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 DENIED BY

Name :	Mr. Satyan
Designation :	Accounts Department
Contact No.:	91-80-43233233
Date :	04.06.2014

LOCATIONS

Registered Office :	81, Charles Camp Bell Road, Cox Town, Bangalore – 560005, Karnataka, India
Tel. No.:	91-80-25484381 / 43233233 / 25487996
Mobile No.:	91-9845011022 (Mr. Anil Kumar)
Fax No.:	91-80-25490149 / 25485619
E-Mail :	ambient@satyam.net.in anil@ambientcontrols.com shanoj@ambientcontrols.com ankit@ambientcontrols.com
Website :	http://www.ambientcontrols.com

DIRECTORS

As on: 27.09.2013

Name :

Mr. Anil Kumar

Designation :

Director

Address :

962, 3^rd A Cross, 1^st Block, HRBR Layout, Kalyanagar, Bangalore – 560043, Karnataka, India

Date of Birth/Age :

21.06.1961

Experience :

30 Years

Date of Appointment :

08.08.1990

DIN No.:

00470795

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	U45302KA1990PTC011116	AMBIENT CONTROLS PRIVATE LIMITED	Director	08/08/1990	08/08/1990	-	Active	NO
2	U04530KA2005PTC036690	LITMUS BUILDING SOLUTIONS PRIVATE LIMITED	Director	01/07/2005	01/07/2005	-	Active	NO
3	U45402KA2006PTC040453	LITMUS BUILDING SYSTEMS PRIVATE LIMITED	Director	08/09/2006	08/09/2006	27/09/2012	Active	NO

Name :

Mrs. Malti Kumar

Designation :

Director

Address :

962, 3^rd A Cross, 1^st Block, HRBR Layout, Kalyanagar, Bangalore – 560043, Karnataka, India

Date of Birth/Age :

28.09.1960

Date of Appointment :

08.08.1990

DIN No.:

00470773

KEY EXECUTIVES

Name :	Mr. Satyan
Designation :	Accounts Department

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on: 27.09.2013

Names of Shareholders	No. of Shares
Anil Kumar	32100
Malti Kumar	18606
Ankit Kumar Singh	2580
Akash Kumar Singh	1200
Total	54486

Equity Share Break up (Percentage of Total Equity)

As on: 27.09.2013

Category	Percentage
Directors or relatives of directors	93.06
Other top fifty shareholders	6.94
Total	100.00

BUSINESS DETAILS

Line of Business :

Subject is engaged in Working on Solutions for Roofing’s, Ceilings, Blinds Signage’s and Pre Fab Buildings.

GENERAL INFORMATION

Customers :

• Ashok Leyland
• Nissin
• Agastya International Foundation
• EMC2
• IBP
• Prestige Group

No. of Employees :

Not Divulged

Bankers :

• Axis Bank Limited, Trishul 3^rd Floor, Opposite Samarthehwar Temple, Low Garden Ellisbridge, Ahmedabad – 380006, Gujarat, India
• HDFC Bank Limited
• State Bank of Travancore, Cox Town Branch, Bangalore, Karnataka, India

Facilities :

(Rs. In Millions)

Secured Loan	As on 31.03.2013	As on 31.03.2012
Long Term Borrowings
Security Deposit Received	0.450	4.548
Term loan from State Bank of Travancore	2.664	5.990
HDFC Bank Car Loan (Secured by Hypothecation)	0.160	1.182
Axis Bank Limited Car Loan (Secured by Hypothecation)	0.975	0.614
ICICI Home Finance Company Limited Loan (Secured by Hypothication of Building at Mantri Splendor, Geddalahali, K.R. Puram Hobli, Bangalore East)	3.346	3.668
Loan from Directors and Shareholders	3.110	5.009
Short Term Borrowings
State Bank of Travancore, Cox Town Branch, Bangalore (Secured by hypothecation of Stock and Debtors)	21.908	16.046
Total	32.613	37.057

Banking Relations :

--

Financial Institute :

ICICI Home Finance Company Limited

Auditors :

Name :

V K Haridas and Company

Chartered Accountants

Address :

Sri Lakshmi Venkateshwara Nilaya, No. 1123, 2^nd Floor, 9^th Cross Road, Ashoknagar, BSK 1^st Stage, Bangalore – 560050, Karnataka, India

Tel. No.:

91-80-22429408

Mobile No.:

91-9448845493

PAN No.:

AAPPH4767G

CAPITAL STRUCTURE

As on: 27.09.2013

Authorised Capital:

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

Issued, Subscribed & Paid-up Capital:

No. of Shares	Type	Value	Amount
54486	Equity Shares	Rs.100/- each	Rs.5.449 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	5.449	0.908	0.908
(b) Reserves & Surplus	30.131	28.882	23.391
(c) Money received against share warrants	0.000	0.000	0.000
(2) Share Application money pending allotment	0.000	0.065	0.065
Total Shareholders’ Funds (1) + (2)	35.580	29.855	24.364
(3) Non-Current Liabilities
(a) long-term borrowings	10.705	22.057	26.744
(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)	10.705	22.057	26.744
(4) Current Liabilities
(a) Short term borrowings	21.908	16.046	13.276
(b) Trade payables	12.192	38.831	28.423
(c) Other current liabilities	17.623	18.277	11.787
(d) Short-term provisions	8.081	10.300	9.765
Total Current Liabilities (4)	59.804	83.454	63.251
TOTAL	106.089	135.366	114.359
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	20.941	30.686	32.996
(ii) Intangible Assets	0.000	0.000	0.000
(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)	0.000	0.000	0.000
(d) Long-term Loan and Advances	9.141	8.256	8.458
(e) Other Non-current assets	0.000	0.000	0.000
Total Non-Current Assets	30.082	38.942	41.454
(2) Current assets
(a) Current investments	0.000	0.000	0.000
(b) Inventories	28.416	40.952	27.523
(c) Trade receivables	16.342	38.277	28.723
(d) Cash and cash equivalents	5.671	1.199	0.593
(e) Short-term loans and advances	25.578	15.996	16.066
(f) Other current assets	0.000	0.000	0.000
Total Current Assets	76.007	96.424	72.905
TOTAL	106.089	135.366	114.359

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2013	31.03.2012	31.03.2011
	SALES
		Income	202.524	204.039
		Other Income	4.389	6.480
		TOTAL	206.913	210.519	147.058
Less	EXPENSES
		Office Expenses
		Administrative Expenses
		Advertising Expenses
		TOTAL	195.671	198.429	139.501
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION		11.242	12.090	7.557
Less/ Add	DEPRECIATION/ AMORTISATION		2.452	3.750	3.038
	PROFIT BEFORE TAX		8.790	8.340	4.519
Less	TAX		3.000	2.849	1.435
	PROFIT AFTER TAX		5.790	5.491	3.084
	IMPORTS
		Raw Materials	0.000	3.524	0.074
	Earnings Per Share (Rs.)		106.27	100.78	56.60

KEY RATIOS

PARTICULARS		31.03.2013	31.03.2012	31.03.2011
PAT / Total Income	(%)	2.80	2.61	2.10
Net Profit Margin (PBT/Sales)	(%)	4.34	4.09	NA
Return on Total Assets (PBT/Total Assets}	(%)	8.29	6.16	3.95
Return on Investment (ROI) (PBT/Networth)		0.25	0.28	0.19
Debt Equity Ratio (Total Debt/Networth)		0.92	1.28	1.64
Current Ratio (Current Asset/Current Liability)		1.27	1.16	1.15

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	0.908	0.908	5.449
Reserves & Surplus	23.391	28.882	30.131
Share Application money pending allotment	0.065	0.065	0.000
Net worth	24.365	29.855	35.580
long-term borrowings	26.744	22.057	10.705
Short term borrowings	13.276	16.046	21.908
Total borrowings	40.020	38.103	32.613
Debt/Equity ratio	1.643	1.276	0.917

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	147.058	210.519	206.913
		43.154	(1.713)

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	147.058	210.519	206.913
Profit	3.084	5.491	5.790
	2.10%	2.61%	2.80%

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	Yes
10]	Designation of contact person	Yes
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	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

UNSECURED LOAN

(Rs. In Millions)

Particulars	As on 31.03.2013	As on 31.03.2012
Long Term Borrowings
Term loan from Barclays Bank Limited	0.000	0.558
Term loan from ABN Amro Bank Limited	0.000	0.488
Total	0.000	1.046

INDEX OF CHARGES

S.No.	Charge ID	Date of Charge Creation/Modification	Charge amount secured	Charge Holder	Address	Service Request Number (SRN)
1	10389031	19/11/2012	313,000.00	Axis Bank Limited	TRISHUL 3RD FLOOR OPP SAMARTHESHWAR TEMPLE, LAW GARDEN ELLISBRIDGE, AHMEDABAD- 380006, Gujarat, INDIA	B62980826
2	90191688	02/05/2012 *	82,000,000.00	STATE BANK OF TRAVANCORE	P B NO. 560, 8/ 1, GROVER ROAD, COX TOWN, BANGALORE - 560005, Karnataka, INDIA	B39909759
3	90194031	10/09/1999 *	1,000,000.00	STATE BANK OF TRAVANCORE	COX TOWN BRANCH, BANGALORE - 560005, Karnataka, INDIA	-
4	90193855	15/12/1994	8,500.00	STATE BANK OF TRAVANCORE	COX TOWN BRANCH, BANGALORE - 560005, Karnataka, INDIA	-

* Date of charge modification

FIXED ASSETS

• Plant and Machinery
• Furniture and Fixture
• Vehicles
• Computers
• Office Equipment
• Building
• Land
• Building (Factory Shed)

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 anyprohibited 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.59.20
UK Pound	1	Rs.99.52
Euro	1	Rs.80.83

INFORMATION DETAILS

Information Gathered by :	PDT
Analysis Done by :	KAR
Report Prepared by :	VNK

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	4
--LIQUIDITY	1~10	4
--LEVERAGE	1~10	4
--RESERVES	1~10	4
--CREDIT LINES	1~10	3
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	NO
--AFFILIATION	YES/NO	NO
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		34

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.