MIRA INFORM REPORT

Report Date :

07.03.2014

IDENTIFICATION DETAILS

Name :	ATCO CONTROLS (INDIA) PRIVATE LIMITED
Registered Office :	38-B, Nariman Bhavan, Nariman Point, Mumbai – 400021, Maharashtra
Country :	India
Financials (as on) :	31.03.2013
Date of Incorporation :	01.01.1996
Com. Reg. No.:	11-095760
Capital Investment / Paid-up Capital :	Rs.15.000 Millions
CIN No.: [Company Identification No.]	U30000MH1996PTC095760
TAN No.: [Tax Deduction & Collection Account No.]	MUMA09841G
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturer of Electrical Good, Appliance and Light Equipment.
No. of Employees :	Not Divulged

RATING & COMMENTS

MIRA’s Rating :

B (32)

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

Maximum Credit Limit :	USD 256000
Status :	Moderate
Payment Behaviour :	Slow but correct
Litigation :	Clear
Comments :	Subject is an established company having moderate track record. Company has incurred loss from its operation in 2013. 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 – December 1, 2013

Country Name	Previous Rating (30.09.2013)	Current Rating (01.12.2013)
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

The worst is over for India’s economy with gross domestic product likely to expand 5 %to 5.5 % this year and more than 6 % in 2015, according to Moody’s Analytics. Concerns over the rupee and current account deficit are under control, said the agency. Ratings firm Crisil has forecast 6 % growth for 2014/15 up from the estimated 4.8 % for 2013/14.  Total economic growth, infrastructure bottlenecks and lack of transparency and consistency in foreign direct investment policies seem to have taken a toll on India’s attractiveness as an investment destination, says an Ernst & Young survey.  Projects with FDI component fell 16.4 % across the globe in 2012 from the previous year.  The drop in India was steeper at 21 %. State run carrier Air India is doling out free tickets to its 24000 employees, even as it expects to incur a loss of Rs 39000 mn this financial year and has a debt of Rs 350000 mn. 550000 number of jobs generated across India in 2013, a fall of 0.4 % as compared to with a year earlier. The National  Capital Region has a one-fourth share in total jobs created, according to a study by industry lobby group Assochem, Banks, real estate, automobile and telecommunications sectors are showing a rise of job creation. $ 805 mn investments by venture capital firms in India during 2013, registering a drop of about 18 % over the previous year. The Information Technology and IT-Enabled  Services Industry retained its status as the favourable venture capital investors in 2013. Pakistan has temporarily banned gold imports for the second time in six months, as it tries to stem smuggling into India. India’s import duty on gold is 10 % and curbs on purchases have dried up legal imports into what used to be the world’s biggest bullion buyers. The World Gold Council puts the amount smuggled into India at upto 200 tonnes in 2013. The Reserve Bank of India has proposed that unclaimed bank deposits estimated to be about Rs 35000 mn be used for education and awareness among depositors.  According to the plan, deposits that have not been claimed for at least 10 years will be transferred to the scheme.

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. Ajit
Designation :	Account Executive
Contact No.:	91-22-22025528
Date :	04.03.2014

LOCATIONS

Registered Office :	38-B, Nariman Bhavan, Nariman Point, Mumbai – 400021, Maharashtra, India
Tel. No.:	91-22-22025528
Fax No.:	91-22-22022304
E-Mail :	bhavin@atcocontrols.com sales@atcocontrols.com

DIRECTORS

As on 30.09.2013

Name :

Mr. Bhavin Harish Soonderji

Designation :

Managing Director

Address :

1502, Benhur Apartment, 32, Narayan Dabholkar Road, Malabar Hill, Mumbai-400006, Maharashtra, India

Date of Birth/Age :

04.11.1970

Date of Appointment :

24.01.1996

Voter ID No.:

MT-04-024-144783

DIN No.:

01275375

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	U30000MH1996PTC095760	ATCO CONTROLS (INDIA) PRIVATE LIMITED	Managing director	24/01/1996	24/01/1996	-	Active	NO
2	U51900MH1980PTC023558	ABHIJAT IMPEX PRIVATE LIMITED	Director	12/12/1997	12/12/1997	-	Active	NO

Name :

Ms. Jyotsna Harish Soonderji

Designation :

Director

Address :

1502, Benhur Apartment, 32, Narayan Dabholkar Road, Malabar Hill, Mumbai-400006

Date of Birth/Age :

09.08.1938

Date of Appointment :

15.04.2004

DIN No.:

01493021

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	U30000MH1996PTC095760	ATCO CONTROLS (INDIA) PRIVATE LIMITED	Director	15/04/2004	15/04/2004	-	Active	NO
2	U51900MH1980PTC023558	ABHIJAT IMPEX PRIVATE LIMITED	Director	03/10/2005	03/10/2005	-	Active	NO

Name :

Mr. Joseph Harish Kramer

Designation :

Director

Address :

A M Roemerkastell-9,D 73525, Schwaebisch Gmeund, Germany

Date of Birth/Age :

28.07.1953

Date of Appointment :

15.04.2003

Name :

Mr. Savvas Christodoulous

Designation :

Director

Address :

10, Summerhill Road, Brington East, Melbourne, Australia.

Date of Birth/Age :

19.01.1959

Date of Appointment :

01.08.2007

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 30.09.2013

Names of Shareholders	No. of Shares
Giorgio Sergio Gjergia	10
Bhavin H Soonderji	300000
Atco Controls Pty Limited, Australia	359990
Jyotsna H Soonderji	840000
Total	1500000

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	24.00
Directors or relatives of Directors	76.00
Total	100.00

BUSINESS DETAILS

Line of Business :

Manufacturer of Electrical Good, Appliance and Light Equipment.

GENERAL INFORMATION

No. of Employees :

Not Divulged

Bankers :

· Bank of Baroda, Nariman Point Branch, Nirmal Building, Ground Floor, Nariman Point, Mumbai - 400021, Maharashtra, India

· Bank of Baroda, Nariman Point Branch, Foreshore Building, Gen Bhosale Marg, Near Sachivalaya Gym, Nariman Point, Mumbai - 400021, Maharashtra, India

Facilities :

SECURED LOANS	31.03.2013 (Rs. In Millions)	31.03.2012 (Rs. In Millions)
SHORT TERM BORROWINGS
Loans repayable on demand
From bank (Loans are secured by hypothecation of raw material. Work in progress and finished goods and book debts: equitable mortgage of factory land building and hypothecation of plant and machinery)	28.566	20.072
Total	28.566	20.072

Banking Relations :	--
Auditors :
Name :	N. Varma and Associates Chartered Accountants
Address :	General Insurance Building, 3^rd Floor, D. N. Road, Mumbai – 400001, Maharashtra, India
PAN No. :	AAAFN0680P
Subsidiary of Parent Company :	œ Tri-Atco Connection Technologies GMBH and Company KG œ Tridonic Atco GMBH and Company KG œ Tridonic Atco (Malaysia) SDN. BHD

CAPITAL STRUCTURE

As on 31.03.2013

Authorised Capital :

No. of Shares	Type	Value	Amount
2000000	Equity Shares	Rs.10/- each	Rs.20.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
1500000	Equity Shares	Rs.10/- each	Rs.15.000 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	15.000	15.000	15.000
(b) Reserves & Surplus	49.039	49.041	47.471
(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)	64.039	64.041	62.471
(3) Non-Current Liabilities
(a) long-term borrowings	2.900	1.600	1.600
(b) Deferred tax liabilities (Net)	0.385	0.432	0.526
(c) Other long term liabilities	19.362	13.362	16.389
(d) long-term provisions	0.000	0.761	0.698
Total Non-current Liabilities (3)	22.647	16.155	19.213
(4) Current Liabilities
(a) Short term borrowings	28.566	20.072	13.079
(b) Trade payables	17.055	28.521	57.429
(c) Other current liabilities	0.749	1.203	1.705
(d) Short-term provisions	0.150	0.986	2.589
Total Current Liabilities (4)	46.520	50.782	74.802
TOTAL	133.206	130.978	156.486
II.          ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	8.095	6.867	7.704
(ii) Intangible Assets	0.000	0.000	0.000
(iii) Capital work-in-progress	11.565	0.150	0.150
(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	7.730	6.715	6.533
(e) Other Non-current assets	0.000	0.000	0.000
Total Non-Current Assets	27.390	13.732	14.387
(2) Current assets
(a) Current investments	0.000	0.000	0.000
(b) Inventories	42.046	44.750	60.001
(c) Trade receivables	60.419	68.807	78.968
(d) Cash and cash equivalents	2.185	2.464	2.117
(e) Short-term loans and advances	0.255	0.908	0.816
(f) Other current assets	0.911	0.317	0.197
Total Current Assets	105.816	117.246	142.099
TOTAL	133.206	130.978	156.486

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2013	31.03.2012	31.03.2011
	SALES
		Income	103.550	159.486	172.481
		Other Income	9.559	5.147	4.865
		TOTAL	113.109	164.633	177.346
Less	EXPENSES
		Office Expenses
		Administrative Expenses
		Advertising Expenses
		TOTAL	113.322	161.456	169.839
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION		(0.213)	3.177	7.507
Less/ Add	DEPRECIATION/ AMORTISATION		0.888	0.952	1.211
	PROFIT BEFORE TAX		(1.101)	2.225	6.296
Less	TAX		(1.099)	0.655	2.052
	PROFIT AFTER TAX		(0.002)	1.570	4.244
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		46.341	44.771	40.527
	BALANCE CARRIED TO THE B/S		46.339	46.341	44.771
	EARNINGS IN FOREIGN CURRENCY
		Commission Earnings	6.893	4.994	3.882
	TOTAL EARNINGS		6.893	4.994	3.882
	IMPORTS
		Raw Materials	8.394	13.194	37.238
		Traded Goods	47.520	68.287	86.591
		Machinery	6.734	0.000	0.000
	TOTAL IMPORTS		62.648	81.481	123.829
	Earnings Per Share (Rs.)		(0.00)	1.05	2.83

KEY RATIOS

PARTICULARS		31.03.2013	31.03.2012	31.03.2011
PAT / Total Income	(%)	(0.00)	0.95	2.39
Net Profit Margin (PBT/Sales)	(%)	(1.06)	1.39	3.65
Return on Total Assets (PBT/Total Assets}	(%)	(0.90)	1.70	4.03
Return on Investment (ROI) (PBT/Networth)		(0.02)	0.03	0.10
Debt Equity Ratio (Total Debt/Networth)		0.49	0.34	0.23
Current Ratio (Current Asset/Current Liability)		2.27	2.31	1.90

FINANCIAL ANALYSIS

[all figures are in Rupees Millions]

DEBT EQUITY RATIO

Particular	31.03.2011	31.03.2012	31.03.2013
	(INR in Mlns.)	(INR in Mlns.)	(INR in Mlns.)
Share Capital	15.000	15.000	15.000
Reserves & Surplus	47.471	49.041	49.039
Net worth	62.471	64.041	64.039
long-term borrowings	1.600	1.600	2.900
Short term borrowings	13.079	20.072	28.566
Total borrowings	14.679	21.672	31.466
Debt/Equity ratio	0.235	0.338	0.491

YEAR-ON-YEAR GROWTH

Year on Year Growth	31.03.2011	31.03.2012	31.03.2013
	(INR in Mlns)	(INR in Mlns)	(INR in Mlns)
Sales	172.481	159.486	103.550
		(7.534)	(35.073)

NET PROFIT MARGIN

Net Profit Margin	31.03.2011	31.03.2012	31.03.2013
	(INR in Mlns)	(INR in Mlns)	(INR in Mlns)
Sales	172.481	159.486	103.550
Profit	4.244	1.570	(0.002)
	2.46%	0.98%	0.00%

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	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	Yes
34]	External Agency Rating, if available	No

UNSECURED LOANS

PARTICULAR	31.03.2013 (Rs. In Millions)	31.03.2012 (Rs. In Millions)
LONG TERM BORROWINGS
From Directors
Bhavin Harish Soonderji	2.400	1.600
Jyotsna Harish Soonderji	0.500	0.000
Total	2.900	1.600

INDEX OF CHARGES

S.No.	Charge ID	Date of Charge Creation/Modification	Charge amount secured	Charge Holder	Address	Service Request Number (SRN)
1	90149707	25/10/2011 *	40,000,000.00	BANK OF BARODA	NARIMAN POINT BRANCH, FORESHORE BUILDING, GEN BHOSALE MRG, NR.SACHIVALAYA GYM, NARIMAN POINT, MUMBAI - 400021, Maharashtra, INDIA	B27929041
2	90150487	25/10/2011 *	40,000,000.00	BANK OF BARODA	NARIMAN POINT BRANCH, FORESHORE BUILDING, GEN BHOSALE MRG, NR.SACHIVALAYA GYM, NARIMAN POINT, MUMBAI - 400021, Maharashtra, INDIA	B28006583
3	90150377	12/06/1996	8,000,000.00	BANK OF INDIA	NARIMAN POINT BRANCH, MUMBAI, Maharashtra - 400021, INDIA	-

* Date of charge modification

REVIEW OF OPERATIONS

The Sales for the year has been Rs.103.550 against Rs.159.486 I in the previous year. The Company as incurred loss after tax of Rs.0.002 during the year as against profit of Rs.1.570 in the previous year. The year was a challenging year with a general slowdown, which led to number of projects where products were approved and specified to be deferred or cancelled all together. Nonetheless the efforts were continued at previous year’s levels in order to ensure that we would be present in the existing tenders as well as new tenders.

FIXED ASSETS

¨ Land

¨ Building

¨ Bore Well

¨ Plant and Machinery

¨ Computers

¨ Electrical Equipment

¨ Furniture

¨ Motor Car

¨ Office Equipments

¨ Electrical Installation

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.61.32
UK Pound	1	Rs.102.54
Euro	1	Rs.84.19

INFORMATION DETAILS

Information Gathered by :	PLK
Report Prepared by :	ANK

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	4
PAID-UP CAPITAL	1~10	3
OPERATING SCALE	1~10	3
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	4
--PROFITABILIRY	1~10	3
--LIQUIDITY	1~10	4
--LEVERAGE	1~10	3
--RESERVES	1~10	4
--CREDIT LINES	1~10	4
--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		32

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.