MIRA INFORM REPORT

Report No. :	309772
Report Date :	27.02.2015

IDENTIFICATION DETAILS

Name :	ATCO CONTROLS (INDIA) PRIVATE LIMITED
Registered Office :	38-B, Nariman Bhavan, Nariman Point, Mumbai – 400021, Maharashtra
Country :	India
Financials (as on) :	31.03.2014
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
PAN No.: [Permanent Account No.]	AAACA5120C
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturer of Electrical Goods, Appliance and Light Equipment.
No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

B (28)

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

Maximum Credit Limit :	USD 180000
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 continuous losses incurred by the company from its two years of operation. However, trade relations are reported as fair. Business is active. Payment terms are reported to be slow but correct. The company can be considered for business dealings 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 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

NOT AVAILABLE

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 :	38-B, Nariman Bhavan, Nariman Point, Mumbai – 400021, Maharashtra, India
Tel. No. :	91-22-22025528/ 66325528/ 22022791
Fax No. :	91-22-22022304
E-Mail :	bhavin@atcocontrols.com sales@atcocontrols.com

DIRECTORS

As on 30.09.2014

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	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, 15^th Floor, 32, Narayan Dabholkar Road, Malabar Hill, Mumbai – 400006, Maharashtra, India

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	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 :

Balasubramanian Krishnaswamy

Designation :

Director

Address :

85A (45B Old) Ramnagar V Street, Velachery, Chennai - 600042, Tamilnadu, India

Date of Birth/Age :

16.05.1962

Date of Appointment :

30.09.2014

DIN No.:

06423603

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	Company/ LLP Status	Defaulting status
1	U74210TN1997PTC039266	THORN LIGHTING INDIA PRIVATE LIMITED	Director	29-10-2013	26-10-2012	Active	NO
2	U30000MH1996PTC095760	ATCO CONTROLS (INDIA) PRIVATE LIMITED	Director	30-09-2014	10-10-2013	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

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 30.09.2014

Names of Shareholders	No. of Shares	Percentage of Holding
Bhavin Harish Soonderji	300000	20.00
Jyotsna Harish Soonderji	840000	56.00
Tridonic Holding GmbH, Austria	360000	24.00
Total	1500000	100.00

As on 30.09.2014

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 Goods, Appliance and Light Equipment.
Brand Names :	--
Agencies Held :	--
Exports :	--
Imports :	--
Terms :	--

PRODUCTION STATUS: NOT AVAILABLE

GENERAL INFORMATION

Suppliers :

Reference:	Not Available
Name of the Person (with Designation):	Not Available
Contact Number:	Not Available
Since How Long Known:	Not Available
Maximum Limit Dealt:	Not Available
Experience :	Not Available
Remarks :	Not Available

Customers :

Reference:	Not Available
Name of the Person (with Designation):	Not Available
Contact Number:	Not Available
Since How Long Known:	Not Available
Maximum Limit Dealt:	Not Available
Experience :	Not Available
Remarks :	Not Available

No. of Employees :

Not Available

Bankers :

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

Facilities :

SECURED LOANS	31.03.2014 (Rs. In Millions)	31.03.2013 (Rs. In Millions)
SHORT TERM BORROWINGS
Loans Repayable on demand From Banks (Loans are secured by hypothecation of raw material, work in progress and finished goods and book debts: Euitable mortgage of factory)	31.847	28.566
Total	31.847	28.566

Banking Relations :	--
Auditors :
Name :	N. Varma and Associates Chartered Accountants
Address :	General Insurance Building, 3^rd Floor, D.N. Road, Mumbai – 400001, Maharashtra, India
Income-tax PAN of auditor or auditor's firm :	AAAFN0680P
Memberships :	--
Collaborators :	--
Subsidiary of Parent Company :	Tridonic-Atco Connection Technologies GmbH and Co. Kg Tridonic Atco GmbH and Co. Kg
Related Party :	Atco Controls Pty. Limited, Australia

CAPITAL STRUCTURE

As on 30.09.2014

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	31.03.2014	31.03.2013	31.03.2012
I. EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	15.000	15.000	15.000
(b) Reserves & Surplus	48.191	49.039	49.041
(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)	63.191	64.039	64.041
(3) Non-Current Liabilities
(a) long-term borrowings	2.900	2.900	1.600
(b) Deferred tax liabilities (Net)	0.399	0.385	0.432
(c) Other long term liabilities	19.362	19.362	13.362
(d) long-term provisions	0.000	0.000	0.761
Total Non-current Liabilities (3)	22.661	22.647	16.155
(4) Current Liabilities
(a) Short term borrowings	31.847	28.566	20.072
(b) Trade payables	38.635	17.055	28.521
(c) Other current liabilities	0.940	0.749	1.203
(d) Short-term provisions	0.308	0.150	0.986
Total Current Liabilities (4)	71.730	46.520	50.782
TOTAL	157.582	133.206	130.978
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	20.113	8.095	6.867
(ii) Intangible Assets	0.000	0.000	0.000
(iii) Capital work-in-progress	0.000	11.565	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	8.919	7.730	6.715
(e) Other Non-current assets	0.000	0.000	0.000
Total Non-Current Assets	29.032	27.390	13.732
(2) Current assets
(a) Current investments	0.000	0.000	0.000
(b) Inventories	45.532	42.046	44.750
(c) Trade receivables	79.589	60.419	68.807
(d) Cash and cash equivalents	2.391	2.185	2.464
(e) Short-term loans and advances	0.267	0.255	0.908
(f) Other current assets	0.771	0.911	0.317
Total Current Assets	128.550	105.816	117.246
TOTAL	157.582	133.206	130.978

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2014	31.03.2013	31.03.2012
	SALES
		Income	136.760	103.550	159.486
		Other Income	13.569	9.559	5.147
		TOTAL	150.329	113.109	164.633
Less	EXPENSES
		TOTAL	149.714	113.322	161.456
	PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION		0.615	(0.213)	3.177
Less/ Add	DEPRECIATION/ AMORTISATION		1.567	0.888	0.952
	PROFIT/ (LOSS) BEFORE TAX		(0.952)	(1.101)	2.225
Less	TAX		(0.104)	(1.099)	0.655
	PROFIT/ (LOSS) AFTER TAX		(0.848)	(0.002)	1.570
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		46.339	46.341	44.771
	BALANCE CARRIED TO THE B/S		45.491	46.339	46.341
	EARNINGS IN FOREIGN CURRENCY
		Commission	8.735	6.893	4.994
	TOTAL EARNINGS		8.735	6.893	4.994
	IMPORTS
		Raw Materials	9.158	8.394	13.194
		Trader Goods	58.383	47.520	68.287
		Machinery	0.000	6.734	0.000
	TOTAL IMPORTS		67.541	62.648	81.481
	Earnings / (Loss) Per Share (Rs.)		(0.57)	0.00	1.05

KEY RATIOS

PARTICULARS		31.03.2014	31.03.2013	31.03.2012
Net Profit Margin (PAT/Sales)	(%)	(0.62)	0.00	0.98
Operating Profit Margin (PBDIT/Sales)	(%)	0.45	(0.21)	1.99
Return on Total Assets (PBT/Total Assets}	(%)	(0.60)	(0.91)	1.70
Return on Investment (ROI) (PBT/Networth)		(0.02)	(0.02)	0.03
Debt Equity Ratio (Total Debt/Networth)		0.55	0.49	0.34
Current Ratio (Current Asset/Current Liability)		1.79	2.27	2.31

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	15.000	15.000	15.000
Reserves & Surplus	49.041	49.039	48.191
Net worth	64.041	64.039	63.191
long-term borrowings	1.600	2.900	2.900
Short term borrowings	20.072	28.566	31.847
Total borrowings	21.672	31.466	34.747
Debt/Equity ratio	0.338	0.491	0.550

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	159.486	103.550	136.760
		(35.073)	32.071

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	159.486	103.550	136.760
Profit	1.570	-0.002	(0.848)
	0.98%	0.00%	(0.62%)

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	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	No

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 MARG, NR.SACHIVALAYA GYM, NARIMAN POINT, MUMBAI, MAHARASHTRA - 400021, INDIA	B27929041
2	90150487	25/10/2011 *	40,000,000.00	BANK OF BARODA	NARIMAN POINT BRANCH, FORESHORE BUILDING, GEN BHOSALE MARG, NR. SACHIVALAYA GYM, NARIMAN POINT, MUMBAI, MAHARASHTRA - 400021, 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

UNSECURED LOANS

PARTICULAR	31.03.2014 (Rs. In Millions)	31.03.2013 (Rs. In Millions)
LONG TERM BORROWINGS
From Directors
Bhavin Harish Soonderji	2.400	2.400
Jyotsna Harish Soonderji	0.500	0.500
Total	2.900	2.900

REVIEW OF OPERATIONS

The Sales for the year has been Rs.136.760 Millions as against Rs.103.550 Millions in the previous year. The Company has incurred loss after tax of Rs.0.848 Million during the year as against loss of Rs.2,225/-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. In addition to this the of Manufacturing line was commission towards the end of the year and sales started cloiser to the end of the financial year as orders came in after products were approved. This also lead to an increase in the depreciation. Nonetheless the efforts were continued at previous years levels in order to ensure that we would be present in the existing tenders as well as new tenders.

CONTINGENT LIABILITIES:

PARTICULARS	31.03.2014 (Rs. In Millions)	31.03.2013 (Rs. In Millions)
Income Tax Demands in Dispute	8.476	8.476

FIXED ASSETS

· Land

· Building

· Bore Well

· Plant and Machinery

· Computers

· Electrical Fittings

· Furniture

· Motor Car

· Office Equipment

· 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.61.94
UK Pound	1	Rs.96.24
Euro	1	Rs.70.39

INFORMATION DETAILS

Analysis Done by :	DIV
Report Prepared by :	MRI

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	3
PAID-UP CAPITAL	1~10	3
OPERATING SCALE	1~10	3
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	3
--PROFITABILITY	1~10	2
--LIQUIDITY	1~10	3
--LEVERAGE	1~10	3
--RESERVES	1~10	5
--CREDIT LINES	1~10	3
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		28

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.