MIRA INFORM REPORT

Report No. :	308551
Report Date :	18.02.2015

IDENTIFICATION DETAILS

Name :	PEARL INSULATIONS PRIVATE LIMITED
Registered Office :	Plot No. 505/506/507, IV Phase, Peenya Industrial Area, Bangalore - 560058, Karnataka
Country :	India
Financials (as on) :	31.03.2014
Date of Incorporation :	03.06.1982
Com. Reg. No.:	08-004795
Capital Investment / Paid-up Capital :	Rs. 23.126 Millions
CIN No.: [Company Identification No.]	U27109KA1982PTC004795
IEC No.:	Not Available
TAN No.: [Tax Deduction & Collection Account No.]	BLRP03558C
PAN No.: [Permanent Account No.]	AABCP2365D
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturing insulated copper wires of different type of insulation like enameled, tape covered, fiber glass yarn covered, kapton tape covered wires, coils for windmills
No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

Ba (43)

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

Maximum Credit Limit :	USD 3900000
Status :	Satisfactory
Payment Behaviour :	Slow but correct
Litigation :	Clear
Comments :	Subject is a subsidiary of “Von Roll India Private Limited”. IT is an established company having satisfactory track. The company has incurred operational loss during FY 2013-2014. However the loss for current can be attributed to the merger of Pearl Metal Products Private Limited. Trade relations are reported as fair. Business is active. Payments are reported to be slow but correct. In the view of strong holding company, the company can be considered 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 – December 31, 2014

Country Name	Previous Rating (30.09.2014)	Current Rating (31.12.2014)
India	A1	A1

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

EXTERNAL AGENCY RATING

Rating Agency Name	ICRA
Rating	Long Term Rating = BBB
Rating Explanation	Moderate degree of safety and moderate credit risk.
Date	February 2013

Rating Agency Name	ICRA
Rating	Short Term Rating = A2
Rating Explanation	Strong degree of safety and low credit risk.
Date	February 2013

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 31-03-2014.

LOCATIONS

Registered Office / Factory :	Plot No. 505/506/507, IV Phase, Peenya Industrial Area, Bangalore - 560058, Karnataka, India.
Tel. No.:	91-80-28362722 / 43329227 / 43329200
Fax No.:	91-80-28360153 / 28360156
E-Mail :	jsuri@satyam.net.in amar.urs@vonroll.com
Website :	http://www.vonroll.com
Location :	Owned

DIRECTORS

As on 30.09.2013

Name :

Mr. Jagannathan Suri

Designation :

Director

Address :

Flat No. 204, Skyline Apartments, Langfort Road, Bangalore-560001, Karnataka, India.

Date of Birth/Age :

17.02.1954

Date of Appointment :

18.12.1998

DIN No.:

00265983

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	U85110KA1980PTC004018	SURI CONSULTANTSC PRIVATE LIMITED	Whole-time director	03/12/1980	03/12/1980	-	Active	NO
2	U27109KA1982PTC004795	PEARL INSULATIONS PRIVATE LIMITED	Director	18/12/1998	18/12/1998	-	Active	NO
3	U85110KA1997PTC021878	PEARL METAL PRODUCTS (BANGALORE) PRIVATE LIMITED	Director	18/12/1998	18/12/1998	-	Amalgamated	NO
4	L55101KA1969PLC001795	EASTWEST HOTELS LIMITED	Director	06/05/2000	06/05/2000	-	Active	NO
5	U55101KA2004PTC033245	GOLDEN KITCHENS PRIVATE LIMITED	Director	28/05/2005	28/05/2005	-	Active	NO
6	U67110KA1998PTC024473	VON ROLL (INDIA) PRIVATE LIMITED	Director	12/09/2005	12/09/2005	-	Active	NO
7	L72200KA2001PLC029313	ENCORE SOFTWARE LIMITED	Director	29/01/2008	29/01/2008	27/09/2013	Active	NO
8	U74999KA2012FTC062019	ICMG Consulting India Private Limited	Director	01/10/2012	10/01/2012	-	Active	NO
9	U22212KA2012PTC064775	PHENOMENON CINEMA PRIVATE LIMITED	Director	09/07/2012	09/07/2012	-	Active	NO
10	U72200KA2012PTC065647	CONSILIENT TECHNOLOGIES PRIVATE LIMITED	Director	30/08/2012	30/08/2012	27/09/2013	Active	NO

Name :

Mr. Achim Werner Klotz

Designation :

Director

Address :

Bachwiesenstra SSE – 7, CH-9500 WIL, Switzerland – 9500

Date of Birth/Age :

28.07.1960

Date of Appointment :

30.09.2013

DIN No.:

06665342

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	U27109KA1982PTC004795	PEARL INSULATIONS PRIVATE LIMITED	Director	30/09/2013	30/04/2013	-	Active	NO
2	U67110KA1998PTC024473	VON ROLL (INDIA) PRIVATE LIMITED	Director	30/09/2013	30/04/2013	-	Active	NO
3	U85110KA1997PTC021878	PEARL METAL PRODUCTS (BANGALORE) PRIVATE LIMITED	Director	30/09/2013	30/04/2013	-	Amalgamated	NO

MAJOR SHAREHOLDERS

As on 30.09.2013

Names of Shareholders	No. of Shares
Vonroll India Private Limited, India	153318
Von Roll Holding AG, Switzerland	77946
Total	231264

Equity Share Break up (Percentage of Total Equity)

As on 30.09.2013

Category	Percentage
Foreign holdings( Foreign institutional investor(s), Foreign companie(s) Foreign financial institution(s), Non-resident Indian(s) or Overseas Corporate bodies or Others	33.70
Bodies corporate	66.30
Total	100.00

BUSINESS DETAILS

Line of Business :

Manufacturing insulated copper wires of different type of insulation like enameled, tape covered, fiber glass yarn covered, kapton tape covered wires, coils for windmills

Products :

Product Description	Item Code No. (ITC Code)
Copper Insulated wires , Conductors and Coils	8544

Brand Names :

Not Available

Agencies Held :

Not Available

Exports :

Not Available

Imports :

Not Available

Terms :

Not Available

PRODUCTION STATUS = NOT AVAILABLE

GENERAL INFORMATION

Suppliers :

Reference :	Not Available
Name of the Person :	Not Available
Contact No.:	Not Available
Since How Long Known :	Not Available
Experience :	Not Available
Maximum Limit Dealt :	Not Available

Customers :

Reference :	Not Available
Name of the Person :	Not Available
Contact No.:	Not Available
Since How Long Known :	Not Available
Experience :	Not Available
Maximum Limit Dealt :	Not Available

No. of Employees :

Not Available

Bankers :

• State Bank of India, Industrial Finance Branch, Residency Plaza, Residency Road, Bangalore-560025, Karnataka, India.

Auditors :
Name :	Deloitte Haskins and Sells Chartered Accountants
Address :	Deloitte Centre, Anchorage II, 100/2, Richmond Road 56002
PAN No.:	AACFD3771D
Memberships :	--
Collaborators :	--
Fellow Subsidiaries:	· Pear Metal Products (Bangalore) Private Limited (PMPBPL), India CIN : U85110KA1997PTC021878 · Von Roll Asia Pte Limited, Singapore (Von Roll Singapore) · Von Roll Shanghai Company Limited (Von Roll Shanghai) · Von Roll France SA (Von Roll France) · Von Roll Management AG (Von Roll Management), Switzerland · Von Roll Holding AG (Von Roll Holding) , Switzerland · Von Roll Italia S.p.A (Von Roll Italia) · Von Roll do Brasil Ltda (Von Roll Brasil) · Von Roll UK Limited (Von Roll UK)
Holding Company:	Von Roll India Private Limited (Von Roll – India) CIN : U67110KA1998PTC024473
Ultimate Holding Company:	Von Roll Schweiz AG, Switzerland (Von Roll – Switzerland)

CAPITAL STRUCTURE

As on 30.09.2013

Authorised Capital :

No. of Shares	Type	Value	Amount
250000	Equity Shares	Rs.100/- each	Rs. 25.000 Millions
200000	Preferences Shares	Rs.100/- each	Rs. 20.000 Millions
	Total		Rs. 45.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
231264	Equity Shares	Rs.100/- each	Rs. 23.126 Millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.03.2014	31.03.2013	31.03.2012
I.              EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	23.126	23.126	23.126
(b) Reserves & Surplus	1358.856	1160.765	1085.995
(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)	1381.982	1183.891	1109.121
(3) Non-Current Liabilities
(a) long-term borrowings	0.000	0.000	0.000
(b) Deferred tax liabilities (Net)	0.000	0.000	0.000
(c) Other long term liabilities	21.189	11.843	10.252
(d) long-term provisions	4.920	3.753	2.753
Total Non-current Liabilities (3)	26.109	15.596	13.005
(4) Current Liabilities
(a) Short term borrowings	0.000	0.000	0.000
(b) Trade payables	76.939	86.758	90.992
(c) Other current liabilities	37.539	46.267	104.349
(d) Short-term provisions	0.384	0.278	0.197
Total Current Liabilities (4)	114.862	133.303	195.538
TOTAL	1522.953	1332.790	1317.664
II.          ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	257.272	202.159	187.104
(ii) Intangible Assets	0.000	0.000	0.000
(iii) Capital work-in-progress	58.448	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)	43.000	12.600	10.300
(d) Long-term Loan and Advances	35.944	39.514	51.856
(e) Other Non-current assets	4.998	4.624	2.390
Total Non-Current Assets	399.662	258.897	251.650
(2) Current assets
(a) Current investments	0.000	0.000	0.000
(b) Inventories	333.278	218.947	173.707
(c) Trade receivables	497.715	526.299	535.068
(d) Cash and cash equivalents	165.519	263.533	262.124
(e) Short-term loans and advances	121.780	56.906	83.849
(f) Other current assets	4.999	8.208	11.266
Total Current Assets	1123.291	1073.893	1066.014
TOTAL	1522.953	1332.790	1317.664

PROFIT & LOSS ACCOUNT

	PARTICULARS	31.03.2014	31.03.2013	31.03.2012
	SALES
	Income	2238.097	2270.876	2592.400
	Other Income	NA	NA	NA
	TOTAL	NA	NA	NA
Less	EXPENSES	NA	NA	NA
	NET PROFIT/ (LOSS)	(29.173)	73.270	138.200
	EARNINGS IN FOREIGN CURRENCY
	F.O.B. Value of Exports	73.963	32.402	38.933
	TOTAL EARNINGS	73.963	32.402	38.933
	Earnings / (Loss) Per Share (Rs.)	(126.15)	316.82	597.59

KEY RATIOS

PARTICULARS		31.03.2014	31.03.2013	31.03.2012
Net Profit Margin (PAT/Sales)	(%)	(1.30)	3.23	5.33
Current Ratio (Current Asset/Current Liability)		9.78	8.06	5.45

FINANCIAL ANALYSIS

[all figures are in Rupees Millions]

DEBT EQUITY RATIO

Particular	31.03.2012	31.03.2013	31.03.2014
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Share Capital	23.126	23.126	23.126
Reserves & Surplus	1085.995	1160.765	1358.856
Net worth	1109.121	1183.891	1381.982
long-term borrowings	0.000	0.000	0.000
Short term borrowings	0.000	0.000	0.000
Total borrowings	0.000	0.000	0.000
Debt/Equity ratio	0.000	0.000	0.000

YEAR-ON-YEAR GROWTH

Year on Year Growth	31.03.2012	31.03.2013	31.03.2014
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Sales	2592.400	2270.876	2238.097
		(12.403)	(1.443)

NET PROFIT MARGIN

Net Profit Margin	31.03.2012	31.03.2013	31.03.2014
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Sales	2592.400	2270.876	2238.097
Profit	138.200	73.270	(29.173)
	5.33%	3.23%	(1.30%)

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	----------------------
23]	Banking Details	Yes
24]	Banking facility details	No
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

AMALGAMATION OF Pearl Metal Products (Bangalore) Private Limited

Amalgamation of Pearl Metal Products (Bangalore) Private Limited with Pearl Insulation Private Limited was approved by the Honorable High Court of Karnataka on 9th October 2014, with effect from financial year beginning from 1st April 2013. Accordingly the merged accounts have been prepared for the financial year ended 31st March 2014.

CORPORATION INFORMATION

Subject was incorporated in the year 1982. PIPL is in the business of manufacturing insulated copper wires of different type of insulation like enameled, tape covered, fiber glass yarn covered, kapton tape covered wires, coils for windmills, having manufacturing facilities at Peenya and Nelamangala in Bangalore and Bhopal. The company is wholly owned by Von Roll Schweiz AG, Switzerland.

In the current year, Pearl Metal Products (Bangalore) Private Limited (PMPBPL), a fellow subsidiary of the Company and subsidiary of Von Roll Schweiz AG, has been merged with the Company with effective from April 01, 2013. Refer Note 41 for more information on merger of PMPBPL with the Company.

FINANCIAL RESULTS

During the year under review the Company earned an income of Rs. 22,38.097 Millions when compared to Rs. 22,70.876 Millions during the previous year. The operations of the Company resulted in a net loss of Rs. 29.173 Millions when compared to net profit of Rs. 73.270 Millions during the previous year. The loss for the current year can be attributed to the merger of Pearl Metal Products (Bangalore) Private Limited this Company with effect from 1st April 2013 and also Voluntary Retirement Scheme to workers to the extent of 81.553 Millions.

INDEX OF CHARGES

S.No.	Charge ID	Date of Charge Creation/Modification	Charge amount secured	Charge Holder	Address	Service Request Number (SRN)
1	10116392	18/08/2011 *	73,700,000.00	STATE BANK OF INDIA	INDUSTRIAL FINANCE BRANCH, 61,, RESIDENCY PLAZA,  RESIDENCY ROAD,, BANGALORE, Karnataka - 560025, INDIA	B23003395
2	80046575	26/03/1998	13,100,000,000.00	STATE BANK OF INDIA	INDUSTRIAL FINANCE BRANCH, BANGALORE, Karnataka -  560025, INDIA	-

* Date of charge modification

FIXED ASSETS:

• Land Free Hold
• Buildings
• Plant and Machinery
• Computers
• Furniture
• Other Equipments
• Motor Vehicles

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.62.20
UK Pound	1	Rs.95.99
Euro	1	Rs.77.00

INFORMATION DETAILS

Analysis Done by :	SUM
Report Prepared by :	ART

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	6
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	5
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	5
--PROFITABILITY	1~10	3
--LIQUIDITY	1~10	4
--LEVERAGE	1~10	5
--RESERVES	1~10	5
--CREDIT LINES	1~10	5
--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		43

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.