MIRA INFORM REPORT

Report No. :	308740
Report Date :	19.02.2015

IDENTIFICATION DETAILS

Name :	VIRGO VALVES AND CONTROLS PRIVATE LIMITED (w.e.f. 27.11.2013)
Formerly Known As :	VIRGO VALVES AND CONTROLS LIMITED
Registered Office :	7B, 3^rd Floor, Sambhava Chambers, Sir P.M. Road, Fort, Mumbai – 400001, Maharashtra
Country :	India
Financials (as on) :	31.03.2013
Date of Incorporation :	11.06.2004
Com. Reg. No.:	11-146916
Capital Investment / Paid-up Capital :	Rs.5.278 Millions
CIN No.: [Company Identification No.]	U29120MH2004PTC146916
TIN No.:	Not Available
IEC No.:	Not Available
TAN No.: [Tax Deduction & Collection Account No.]	MUMV11688F
PAN No.: [Permanent Account No.]	AABCV8733H
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturer, Exporter and Importer of Industrial valves and accessories for power, chemical, petrochemical, pharmaceutical, oil and gas industries.
No. of Employees :	1000 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

A (62)

RATING		STATUS	PROPOSED CREDIT LINE
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

Maximum Credit Limit :	USD 12300000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a well-established company having fine track record. As per registrar of companies the date of balance sheet (i.e. financial filed) is shown as 31.03.2014 but the document related to the financial for the year 2014 could not be made available from any source. As per available record of 2013, the rating takes into consideration company’s healthy operational risk profile marked by sound liquidity position and fair profitability margins of the company. Trade relations are reported as fair. Business is active. Payments are reported to be regular and as per commitment. The company can be considered good for normal 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	CRISIL
Rating	Long Term Rating = AA-
Rating Explanation	High degree of safety and very low credit risk.
Date	07.11.2014

Rating Agency Name	CRISIL
Rating	Long Term Rating = AA-
Rating Explanation	High degree of safety and very low credit risk.
Date	07.11.2014

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 31-03-2014.

INFORMATION PARTED BY

Name :	Mr. Sandeep Sawant
Designation :	Finance Manager
Contact No.:	91-20-66744000
Date :	18.02.2015

LOCATIONS

Registered Office :	7B, 3^rd Floor, Sambhava Chambers, Sir P.M. Road, Fort, Mumbai – 400001, Maharashtra, India
Tel. No.:	91-22-32150281
Fax No.:	Not Available
E-Mail :	mkohok@virgoengineers.com Manoj.Kohok@virgoengineers.com
Website :	http://www.virgoengineers.com
Head Office :	S No277, Hinjewadi Phase II, Maan (Mulshi), Pune - 411057, Maharashtra, India
Tel. No.:	91-20-66744000/ 66744021
Fax No.:	91-20-66744021
E-Mail :	bhavesh.manek@virgoengineers.com ketan.desai@virgoengineers.com
Overseas Office :	Located at Dubai – UAE Malaysia South Korea

DIRECTORS

As on 22.09.2014

Name :

Mr. Paresh Jaisinh Rajda

Designation :

Director

Address :

F-6/1, Gera Emerals City, Pancard Club Road, Baner, Pune – 411045, Maharashtra, India

Date of Birth/Age :

18.01.1957

Qualification :

B.E. (Mech.)

Date of Appointment :

29.04.2011

PAN No.:

ABOPR7016G

DIN No.:

00680340

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	U28939PN1987PLC043673	VIRGO ENGINEERS LIMITED	Whole-time director	23/09/2009	10/02/2009	-	Amalgamated	NO
2	U29120MH2004PTC146916	VIRGO VALVES & CONTROLS Private Limited	Whole-time director	30/04/2013	29/04/2011	-	Active	NO

Name :

Mr. Terry Don Buzbee

Designation :

Director

Address :

406, New Salem Road, Marshalltown Iowa, 50158, United States Of America

Date of Birth/Age :

15.07.1955

Date of Appointment :

04.10.2013

DIN No.:

00398731

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	U93090TN1985PLC024245	Emerson Process Management Chennai Limited	Director	30/06/2003	30/06/2003	20/01/2015	Active	NO
2	U29120MH2004PTC146916	VIRGO VALVES & CONTROLS Private Limited	Director	04/10/2013	04/10/2013	-	Active	NO

Name :

Mr. Kevin Gerard Meyer

Designation :

Director

Address :

2260, Marshall Town, Blvd, Marshall Town, 1 A 50158, Marshall Town, 50158, United States Of America

Date of Birth/Age :

02.10.1965

Date of Appointment :

04.10.2013

DIN No.:

05199658

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	U93090TN1985PLC024245	Emerson Process Management Chennai Limited	Director	18/09/2012	14/11/2011	-	Active	NO
2	U29120MH2004PTC146916	VIRGO VALVES & CONTROLS Private Limited	Director	04/10/2013	04/10/2013	-	Active	NO

Name :

Mr. John Patrick Wilson

Designation :

Director

Address :

2003 Gethmann Dr, Marshall Town, IA, Marshall Town, 50158, United States Of America

Date of Birth/Age :

09.02.1976

Date of Appointment :

04.10.2013

DIN No.:

06430335

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	U93090TN1985PLC024245	Emerson Process Management Chennai Limited	Director	30/09/2013	19/11/2012	-	Active	NO
2	U29120MH2004PTC146916	VIRGO VALVES & CONTROLS Private Limited	Director	04/10/2013	04/10/2013	-	Active	NO

Name :

Mr. Daniel Glen Button

Designation :

Director

Address :

552 Autumn Oaks Drive, Ellisville, Missouri, 63021, United States Of America

Date of Birth/Age :

07.03.1954

Date of Appointment :

04.10.2013

DIN No.:

00928557

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	U29299PN1989PTC054181	EL-O-MATIC (INDIA) PRIVATE LIMITED	Nominee director	29/09/2003	29/09/2003	07/11/2012	Active	NO
2	U29120MH2004PTC146916	VIRGO VALVES & CONTROLS Private Limited	Director	04/10/2013	04/10/2013	-	Active	NO

Name :

Mr. Christopher Guild Scales

Designation :

Director

Address :

7 Cragmere Heights Road, Exeter, Nh, 038334515, United States Of America

Date of Birth/Age :

08.11.1962

Date of Appointment :

04.10.2013

DIN No.:

03008344

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	U93090TN1985PLC024245	Emerson Process Management Chennai Limited	Whole-time director	30/09/2011	29/03/2010	-	Active	NO
2	U29120MH2004PTC146916	VIRGO VALVES & CONTROLS Private Limited	Director	04/10/2013	04/10/2013	-	Active	NO

Name :

Mr. Jagdish Shivanand Desai

Designation :

Director

Address :

F/2, Shanti Co-Operative Hsg. Society, Mogal Lane, Mahim, Mumbai - 400016, Maharashtra, India

Date of Birth/Age :

21.01.1959

Date of Appointment :

29.07.2005

DIN No.:

00335436

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	U99999PN1991PTC063298	VIRGO CONTROL SYSTEMS PRIVATE LIMITED	Director	04/09/1991	04/09/1991	-	Strike off	NO
2	U28939PN1987PLC043673	VIRGO ENGINEERS LIMITED	Director	01/07/1995	01/07/1995	-	Amalgamated	NO
3	U29299PN2004PLC019901	VINTROL INDIA LIMITED	Director	17/01/2005	17/01/2005	-	Amalgamated	NO
4	U29120MH2004PTC146916	VIRGO VALVES & CONTROLS Private Limited	Director	29/07/2005	29/07/2005	-	Active	NO
5	U29120TN2003PLC082465	STAFFORD CONTROLS LIMITED	Director	02/02/2006	02/02/2006	15/11/2008	Active	NO

KEY EXECUTIVES

Name :	Mr. Manoj Kishore Kohak
Designation :	Secretary
Address :	Shree Ramkunj, 43/73, Nav Sahyadri, Housing Society, Karvenagar, Pune – 411052, Maharashtra, India
Date of Birth/Age :	28.08.1967
Date of Appointment :	30.04.2013
PAN No.:	ABJPK9557C

MAJOR SHAREHOLDERS

As on 22.09.2014

Names of Shareholders	No. of Shares
Emerson Process Management (India) Private Limited, India	5310911
Laxmikant R. Iyengar	1
Sunil Khanna	1
Chandramauli Balan	1
Pradipta Sen	1
Sharad Rane	1
Amit Paithankar	1
Total	5310917

Equity Share Break up (Percentage of Total Equity)

As on 22.09.2014

Category	Percentage
Directors or relatives of Directors	100.00
Total	100.00

BUSINESS DETAILS

Line of Business :

Manufacturer, Exporter and Importer of Industrial valves and accessories for power, chemical, petrochemical, pharmaceutical, oil and gas industries.

Products :

Products description	ITC Code
Industrial Values and Accessories	84818030

Brand Names :

--

Agencies Held :

--

Exports :

Products :

Finished Goods

Countries :

• Middle East
• European Countries

Imports :

Products :

Raw Material

Countries :

• Italy
• USA

Terms :

Selling :

Cash, L/C and Credit

Purchasing :

Cash, L/C and Credit

PRODUCTION STATUS – NOT AVAILABLE

GENERAL INFORMATION

Suppliers :

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

Customers :

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

No. of Employees :

100 (Approximately)

Bankers :

• DBS Bank Limited, Upper Ground Floor, Birla Tower, 25, Barakhamba Road, New Delhi - 110001, India
• Kotak Mahindra Bank Limited, 36-38A, Nariman Bhavan, 227,D, Nariman Point, Mumbai - 400021, Maharashtra, India

Facilities :

SECURED LOANS	31.03.2013 Rs. In Millions	31.03.2012 Rs. In Millions
LONG TERM BORROWINGS
Rupee term loans from banks	178.259	0.000
Foreign currency term loans from banks	358.314	203.520
Long-term maturities of finance lease	0.141	1.035
Loans taken for fixed assets	0.346	0.361
SHORT TERM BORROWINGS
Working capital loans from banks	1563.467	730.876
Total	2100.527	935.792

Auditors :
Name :	S.R. Batliboli and Associates Chartered Accountants
Address :	C-401, Fourth Floor, Panchshil Tech Park, Pune – 411006, Maharashtra, India
PAN No.:	AABFS3421N
Memberships :	--
Collaborators :	--
Holding Company (As on 31.03.2013) :	Virgo Engineers Limited
Subsidiary Companies (As on 31.03.2013) :	Virgo Engineers Inc, USA Virgo Europe S.p.A , Italy Vintrol Inc. USA Virgo Valves and Controls (ME) FZE Virgo Valves and Controls (UK) Limited Shanghai Virgo Valves Technology Consulting Company Limited Virgo Valves and Controls Korea Limited Virgo Valves and Controls SDN BHD

CAPITAL STRUCTURE

As on 22.09.2014

Authorised Capital :

No. of Shares	Type	Value	Amount
620000000	Equity Shares	Re.1/- each	Rs.620.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
5310917	Equity Shares	Re.1/- each	Rs.5.311 Millions

As on 31.03.2013

Authorised Capital :

No. of Shares	Type	Value	Amount
620000000	Equity Shares	Re.1/- each	Rs.620.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
5278492	Equity Shares	Re.1/- each	Rs.5.278 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	5.278	10.000
(b) Reserves & Surplus	4,309.509	2,627.918
(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)	4,314.787	2,637.918
(3) Non-Current Liabilities
(a) long-term borrowings	537.060	204.916
(b) Deferred tax liabilities (Net)	68.671	0.000
(c) Other long term liabilities	0.000	0.000
(d) long-term provisions	28.551	5.914
Total Non-current Liabilities (3)	634.282	210.830
(4) Current Liabilities
(a) Short term borrowings	1,563.467	730.876
(b) Trade payables	1,861.108	1,133.631
(c) Other current liabilities	543.042	131.822
(d) Short-term provisions	13.392	4.537
Total Current Liabilities (4)	3,981.009	2,000.866
TOTAL	8,930.078	4,849.614
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	1,913.910	515.699
(ii) Intangible Assets	22.307	17.421
(iii) Capital work-in-progress	27.759	0.000
(iv) Intangible assets under development	4.791	0.000
(b) Non-current Investments	519.703	716.388
(c) Deferred tax assets (net)	0.000	10.577
(d) Long-term Loan and Advances	81.318	198.279
(e) Other Non-current assets	33.237	3.742
Total Non-Current Assets	2,603.025	1,462.106
(2) Current assets
(a) Current investments	0.000	0.000
(b) Inventories	2,073.903	889.243
(c) Trade receivables	2,729.865	1,574.399
(d) Cash and cash equivalents	133.036	75.317
(e) Short-term loans and advances	1,067.952	767.397
(f) Other current assets	322.297	81.152
Total Current Assets	6,327.053	3,387.508
TOTAL	8,930.078	4,849.614

SOURCES OF FUNDS		31.03.2011
SHAREHOLDERS FUNDS
1] Share Capital		10.000
2] Share Application Money		0.000
3] Reserves & Surplus		2346.987
4] (Accumulated Losses)		0.000
NETWORTH		2356.987
LOAN FUNDS
1] Secured Loans		385.392
2] Unsecured Loans		0.000
TOTAL BORROWING		385.392
DEFERRED TAX LIABILITIES		9.049
TOTAL		2751.428
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		264.942
Capital work-in-progress		119.208
INVESTMENT		817.216
DEFERRED TAX ASSETS		0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	1016.954
	Sundry Debtors	1184.753
	Cash & Bank Balances	55.093
	Other Current Assets	25.613
	Loans & Advances	631.541
Total Current Assets		2913.954
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	553.381
	Other Current Liabilities	716.388
	Provisions	94.123
Total Current Liabilities		1363.892
Net Current Assets		1550.062
MISCELLANEOUS EXPENSES		0.000
TOTAL		2751.428

PROFIT & LOSS ACCOUNT

	PARTICULARS			31.03.2013	31.03.2012	31.03.2011
	SALES
		Income			3825.988	2216.121
		Other Income			122.025	26.311
		TOTAL (A)		8805.594	3948.013	2242.432
Less	EXPENSES
		Cost of Materials Consumed			2142.726	1162.552
		Purchase of Stock-in-trade			277.979	483.805
		Changes in Inventories of finished goods, work-in-progress and stock-in-trade			128.160	(237.488)
		Employee Benefits Expenses			189.335	141.502
		Other Expenses			522.732	235.463
		TOTAL (B)		7030.781	3260.932	1785.834
Less	PROFIT/(LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)			1774.813	687.081	456.598
Less	FINANCIAL EXPENSES (D)			346.145	119.393	46.876
	PROFIT/(LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)			1428.668	567.688	409.722
Less	DEPRECIATION/ AMORTISATION (F)			185.476	43.497	29.913
	PROFIT/(LOSS) BEFORE TAX (E-F) (G)			1243.192	524.191	379.809
Less	TAX (H)			401.446	169.574	16.210
	PROFIT/(LOSS) AFTER TAX (G-H) (I)			841.746	354.617	363.599
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD			2303.352	2057.882	1878.450
	Additions to Profit and Loss by virtue of Merger of Virgo Engineers Limited			500.136	0.000	0.000
Less	APPROPRIATIONS
			Proposed final dividend on equity shares	232.253	63.400	74.000
			Interim dividend on equity shares	0.000	0.000	53.000
			Tax on dividend	37.685	10.285	20.807
			Transfer to General Reserve	84.175	35.462	36.360
	BALANCE CARRIED TO THE B/S			3291.121	2303.352	2057.882
	EARNINGS IN FOREIGN CURRENCY
			FOB value of exports		3501.287	1671.614
			Sale of traded goods		299.082	517.054
			Interest received		14.658	6.126
	TOTAL EARNINGS			2728.486	3815.027	2194.794
	IMPORTS
			Raw materials and components		1078.671	937.215
			Capital assets		9.770	1.156
	TOTAL IMPORTS			NA	1088.441	938.371
	Earnings Per Share (Rs.)			159467	3546.17	3636.00

Particulars	31.03.2014
Sales Turnover (Approximately)	7390.000

Expected Sales (2014-2015): Rs.9250.000 Millions

The above information has been parted by Mr. Sandeep Sawant

KEY RATIOS

PARTICULARS		31.03.2013	31.03.2012	31.03.2011
PAT / Total Income	(%)	9.56	8.98	16.21
Net Profit Margin (PBT/Sales)	(%)	NA	13.70	17.14
Return on Total Assets (PBT/Total Assets}	(%)	14.84	12.71	11.95
Return on Investment (ROI) (PBT/Networth)		0.29	0.20	0.16
Debt Equity Ratio (Total Debt /Networth)		0.49	0.35	0.16
Current Ratio (Current Asset/Current Liability)		1.59	1.69	2.14

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	10.000	10.000	5.278
Reserves & Surplus	2346.987	2627.918	4309.509
Share Application money pending allotment	0.000	0.000	0.000
Net worth	2356.987	2637.918	4314.787
Long Term borrowings	385.392	204.916	537.060
Short Term borrowings	0.000	730.876	1563.467
Total borrowings	385.392	935.792	2100.527
Debt/Equity ratio	0.164	0.355	0.487

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
Sales	2,242.432	3,948.013	8,805.594
		76.059	123.039

NET PROFIT MARGIN

Net Profit Margin	31.03.2011	31.03.2012	31.03.2013
	Rs. In Millions	Rs. In Millions	Rs. In Millions
Sales	2,242.432	3,948.013	8,805.594
Profit	363.599	354.617	841.746
	16.21%	8.98%	9.56%

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	Yes
9]	Name of person contacted	Yes
10]	Designation of contact person	Yes
11]	Turnover of firm for last four years	Yes
12]	Profitability for last three years	Yes
13]	Reasons for variation <> 20%	-----------
14]	Estimation for coming financial year	Yes
15]	Capital in the business	Yes
16]	Details of sister concerns	Yes
17]	Major suppliers	No
18]	Major customers	No
19]	Payments terms	Yes
20]	Export / Import details (if applicable)	Yes
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	No
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

GENERAL INFORMATION ABOUT COMPANY

The Company is a public company domiciled in India, incorporated under the provisions of the Companies Act, 1956. The company is primarily engaged in the manufacture of Industrial valves and accessories for power, chemical, petrochemical, pharmaceutical, oil and gas industries.

FINANCIAL HIGHLIGHTS

During the year the Company’s total revenue stood at Rs.8806.000 Millions as against Rs.3948.000 Millions in the previous year.

Earnings before interest, tax, depreciation and amortization (EBITDA) stood at Rs.1775.000 Millions as against Rs.687.000 Millions. Profit after tax (PAT) stood at Rs.842.000 Millions as against Rs.355.000 Millions in the previous year on standalone basis.

AMALGAMATION OF VIRGO ENGINEERS LIMITED WITH VIRGO VALVES and CONTROLS LIMITED

Virgo Engineers Limited was merged with its subsidiary company Virgo Valves and Controls Limited.

The directors believe that the merger would achieve economies of scale, and other operational synergies which would result in the optimization of operation and capital expenditure and lead to increased competitive strength, cost reduction and efficiencies, productivity gains by pooling the financial, managerial and technical resources, personnel capabilities, skill expertise etc.

Pursuant to the Scheme of Amalgamation: -

1. The Appointed Date of the amalgamation was April 1, 2012. The entire business and whole of the undertaking of the said transferor companies stood transferred to and vested in the Company.

2. The shareholders of erstwhile VEL were issued and allotted in aggregate 52,78,492 Equity Shares of Re.1/- each fully paid-up in the Company in the ratio of 1 equity share of Re.1/- each fully paid-up in the Company for every 8 equity shares of Rs.10/- each fully paid-up of VEL;

3. The Equity Shares held by VEL in VVCL were cancelled.

4. Pursuant to the scheme of amalgamation and arrangement, the Authorized Capital of the company has increased to Rs.620.000 Millions divided into 620,000,000 equity shares of Re. 1 /- each (Rupee One)

5. All the ESOP Schemes of VEL has been adopted by the company on same terms and conditions.

SUBSIDIARY COMPANIES

During the year, the company formed its wholly owned subsidiary Shanghai Virgo Valves Technology Consulting Company Limited in China.

Consequently the Company has seven subsidiaries, viz. Vintrol Inc., USA, Virgo Engineers Inc., U.S.A., Virgo Europe SpA., Italy, Virgo Valves and Controls (ME) FZE, Dubai, Virgo Valves and Controls Korea Limited, Korea, Virgo Valves and Controls SDN.BHD., Malaysia and Shanghai Virgo Valves Technology Consulting Company Limited China.

· Vintrol Inc., U.S.A. (VI)

VI is based in Oklahoma City, USA and is in the business of distributing product in the Oil and Gas industry and trades in wellhead components, gate valves, gas storage systems and ball valves. Total revenue of VI increased by 13.05% from US$ 46.58 Million to US$ 52.66 Million. EBIDTA stood at US$ 8.77 Million as against US$ 6.43 Million during the previous year. PAT increased by 36.71% from US$ 3.71 Million to US$ 5.07 Million during the eighth year of its operations.

· Virgo Engineers Inc., U.S.A. (VEI)

VEI is based in Houston, USA and is engaged in distribution of our valves and manufacturing of Severe Service (EVS) Ball Valve range of the company. Total revenue of VEI decreased by 13.51% from US$ 27.44 Million to US$ 23.74 Million. The PAT decreased by 31.38% from US$1.68 Million to US$ 1.15 Million.

· Virgo Europe S.p.A., Italy

Virgo Europe S.p.A is incorporated in Italy, Milan primarily to manufacture large size ball and triple offset valves. The Company achieved total revenue of 36.630 Millions and registered a loss of 1.660 Millions.

· Virgo Valves and Controls (ME) FZE, Dubai

Virgo Valves and Controls (ME) FZE operates in Jebel Ali Free Zone in Dubai and is engaged in distribution of our valves and valve automation systems. Virgo Valves and Controls (ME) FZE achieved total revenue of US$ 6.43 Million and registered a profit of US$ 2.24 Million in its third year of operation.

Virgo Valves and Controls Korea Limited, Korea

Virgo Valves and Controls Korea Limited is engaged in promoting our products in Far Eastern region.

During the year it has achieved total revenue of US$ 0.20 Million and registered profit of US$ 0.02 Million.

· Virgo Valves and Controls SDN. BHD.,

Malaysia Virgo Valves and Controls SDN.BHD. Is engaged in trading activities and deals in the products manufactured by our company.

During the year it has achieved total revenue of US$ 1.21 Million and registered profit of US$ 0.19 Million.

· Shanghai Virgo Valves Technology Consulting Company Limited China.

Shanghai Virgo Valves Technology Consulting Company Limited China, was incorporated on July 2, 2012 as a wholly owned Subsidiary company of Virgo Valves and Controls Limited. The company is engaged in providing procurement related services to the group.

During the year it has achieved total revenue of CNY 1.26 Million and registered profit of CNY 0.54 Million.

INDEX OF CHARGE:

Sr. No.	Charge ID	Date of Charge Creation/Modification	Charge amount secured	Charge Holder	Address	Service Request Number (SRN)
1	10398114	14/12/2012	120,000,000.00	Kotak Mahindra Bank Limited	36-38a, Nariman Bhavan, 227,D, Nariman Point, Mumbai, Maharashtra - 400021, India	B66252131
2	10398120	27/11/2012	240,000,000.00	Kotak Mahindra Bank Limited	36-38 A, Nariman Bhavan, 227,D, Nariman Point, Mumbai, Maharashtra - 400021, India	B66252735
3	10349265	09/11/2012 *	300,000,000.00	DBS Bank Limited	Elbee House, Siddharth Path, Off Dhole Patil Road, Pune, Maharashtra - 411001, India	B64493513
4	10349625	09/11/2012 *	200,000,000.00	DBS Bank Limited	Elbee House, Siddharth Path, Off Dhole Patil Road, Pune, Maharashtra - 411001, India	B64203854
5	10351641	23/11/2012 *	299,922,000.00	DBS Bank Limited	Upper Ground Floor, Birla Tower, 25, Barakhamba Road, New Delhi, Delhi - 110001, India	B64076904
6	10351639	07/03/2013 *	249,935,000.00	DBS Bank Limited	Upper Ground Floor, Birla Tower, 25, Barakhamba Road, New Delhi, Delhi - 110001, India	B70589759
7	10268515	06/02/2012 *	200,000,000.00	Kotak Mahindra Bank Limited	36-38a, Nariman Bhavan, 227,D, Nariman Point, Mumbai, Maharashtra - 400021, India	B33582917
8	10147429	06/02/2012 *	190,000,000.00	The Hongkong and Shanghai Banking Corporation Limited	52/60 Mahatma Gandhi Road, Fort, Fort, Mumbai, Maharashtra - 400001, India	B32119778
9	10147431	29/06/2010 *	198,000,000.00	The Hongkong and Shanghai Banking Corporation Limited	52/60 Mahatma Gandhi Road, Fort, Fort, Mumbai, Maharashtra - 400001, India	A91139733
10	10147873	26/04/2012 *	280,000,000.00	The Hongkong and Shanghai Banking Corporation Limited	52/60 Mahatma Gandhi Road, Fort, Fort, Mumbai, Maharashtra - 400001, India	B38767224
11	10103796	06/02/2012 *	420,000,000.00	Kotak Mahindra Bank Limited	36-38a, Nariman Bhavan, 227,D, Nariman Point, Mumbai, Maharashtra - 400021, India	B33383126
12	10081984	06/07/2012 *	900,000,000.00	State Bank Of India	Industrial Finance Branch Near Mariaai Police Chowky, Tara Chambers, 2nd Floor, Wakdewadi, Pune, Maharashtra - 411003, India	B44836161
13	10080918	29/06/2010 *	550,000,000.00	Canara Bank	Industrial Finance Branch, M. G. Road, Pune, Maharashtra - 411001, India	A91138602
14	10082411	29/06/2010 *	150,000,000.00	Union Bank Of India	Industrial Finance Branch, Camp, Pune, Maharashtra - 411001, India	A96051289
15	10064319	29/06/2010 *	200,000,000.00	Kotak Mahindra Bank Limited	36-38a, Nariman Bhavan, 227,D, Nariman Point, Mumbai, Maharashtra - 400021, India	A89833107
16	90148904	24/07/2012 *	2,490,000,000.00	State Bank Of India Industrial Finance Branch	Tara Chambers 2nd Floor, Near Mariaaipolice Chowky, Old Pune Mumbai Highway, Wakdewadi, Pune, Maharashtra - 411003, India	B56303431
17	90092710	28/07/2004	35,000,000.00	SBI Factors and Commercial Services Private Limited	Tara Chambers;2nd Floor; Mumbai-Pune Road, Wakd Ewadi, Pune, Maharashtra - 411003, India	-

*Date of modification Charges

FIXED ASSETS:

· Land

· Building

· Plant and Machinery

· Computer

· Vehicles

· Furniture and Fixture

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.62.25
UK Pound	1	Rs.95.57
Euro	1	Rs.71.01

INFORMATION DETAILS

Information Gathered by :	DIP
Analysis Done by :	KAR
Report Prepared by :	VNT

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	7
PAID-UP CAPITAL	1~10	6
OPERATING SCALE	1~10	7
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	7
--PROFITABILITY	1~10	7
--LIQUIDITY	1~10	7
--LEVERAGE	1~10	7
--RESERVES	1~10	7
--CREDIT LINES	1~10	7
--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		62

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.