MIRA INFORM REPORT

Report No. :	301652
Report Date :	07.01.2015

IDENTIFICATION DETAILS

Name :	EMERSON ELECTRIC COMPANY (INDIA) PRIVATE LIMITED EMERSION INNOVATION CENTRE [DIVISION OF EMERSON ELECTRIC COMPANY (INDIA) PRIVATE LIMITED]
Registered Office :	301, Solitaire 151 M.V. Road, Andheri (East), Mumbai – 400093, Maharashtra
Country :	India
Financials (as on) :	31.03.2014
Date of Incorporation :	28.04.1995
Com. Reg. No.:	11-087858
Capital Investment / Paid-up Capital :	Rs. 59.060 Millions
CIN No.: [Company Identification No.]	U29190MH1995PTC087858
IEC No.:	Not Available
TAN No.: [Tax Deduction & Collection Account No.]	Not Available
PAN No.: [Permanent Account No.]	AAACE1260B
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturer of steam vaporizers, cultural bottles, droppers, steam inhalator cum humidifier, primer console, mini super deluxe.
No. of Employees :	Information declined by the management.

RATING & COMMENTS

MIRA’s Rating :

A (67)

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

Status :	Good
Payment Behaviour :	Regular
Litigation :	Exist
Comments :	Subject is a subsidiary of “Emerson Electric (Mauritius) Limited”. It is a well established company having fine track. Trade relations are fair. Business is active. Payment terms are reported as regular and as per commitments. In view of technical financial support from its parent the company can be considered good for business dealings at usual trade terms and condition.

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

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.

INFORMATION DECLINED

MANAGEMENT NON-COOPERATIVE (91-20-42001000/124-4894500)

LOCATIONS

Registered Office :	301, Solitaire 151 M.V. Road, Andheri (East), Mumbai – 400093, Maharashtra, India
Tel. No.:	91-22-67751703/67751700
Fax No.:	91-22-28253437
E-Mail :	A.M.Babu@Emerson.com
Headquarters :	18^th Floor, Towers B and C, DLF Cyber Terraces, DLF Building No.5, DLF Cy Phase – III, Gurgaon – 122 022, Haryana, India
Tel No.:	91-124-4894500
Designing Centre/ Regional Office 1 :	Emerson Innovation Centre Plot No.23, Rajiv Gandhi Infotech Park, Hinjewadi Phase – II, Pune – 411 057, Maharashtra, India
Tel. No.:	91-20-42001000
Regional Office :	Located at: · Punjab · Mumbai · Chennai

DIRECTORS

As on 30.09.2014

Name :	Mr. Yogesh Gajanan Somalwar
Designation :	Director
Address :	A/303, Hill Grange Chs. Hiranandani Estate, Patilpada Ghodbunder Road, Thane West – 400607, Maharashtra, India
Date of Birth/Age :	17.08.2010
Date of Appointment :	09.09.1965
DIN No.:	03184087
Name :	Mr. Rajesh Bhave
Designation :	Director
Address :	Govind Smruti, 53, Shailesh Society, Karve Nagar, Pune – 411052, Maharashtra, India
Date of Birth/Age :	24.10.2011
Date of Appointment :	10.01.1965
DIN No.:	03641674
Name :	Sara Yang Bosco
Designation :	Director
Address :	Flat 6B, Residential No. 3, Chin University of Hong Kong, Shatin New Territories, Na Hong Kong
Date of Birth/Age :	14.12.2011
Date of Appointment :	20.05.1958
DIN No.:	05124113
Name :	Mr. Sanjay Kulkarni
Designation :	Director
Address :	EMP – 72/402, Sector – 1, Evershine Moon Chs. Limited, Thakur Village, Kandivali, Mumbai – 400101, Maharashtra, India
Date of Birth/Age :	30.09.2013
Date of Appointment :	19.04.1970
DIN No.:	05325681
Name :	Anantha Subrahmanyashram Vishalakhsikrishna
Designation :	Director
Address :	Flat # 2P, 8, Kalyani B Building Aditya’s Garden City, Warje, Pune – 411058, Maharashtra, India
Date of Birth/Age :	17.01.2013
Date of Appointment :	18.05.1966
DIN No.:	06476337

MAJOR SHAREHOLDERS

As on 30.09.2014

Names of Shareholders	No. of Shares
Emerson Electric (Mauritius) Limited, Port Louis Mauritius	5905955
Pradipta Sen	10
Dara P. Mehta	10
Total	5905975

As on 30.09.2014

Equity Share Break up (Percentage of Total Equity)

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	99.99
Bodies corporate	0.01
Total	100.00

BUSINESS DETAILS

Line of Business :	Manufacturer of steam vaporizers, cultural bottles, droppers, steam inhalator cum humidifier, primer console, mini super deluxe.
Products :	Not Available
Brand Names :	Not Available
Agencies Held :	Not Available
Exports :	Not Divulged
Imports :	Not Divulged
Terms :	Not Divulged

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

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

No. of Employees :

Information declined by the management.

Bankers :

ICICI Bank Limited, Landmarkrace Cource Circle, Alkapuri, Baroda - 390015, Gujarat, India

Auditors :
Name :	B B S R and Company Chartered Accountants
Address :	703, 7^th Floor, Godrej Castlemaine, Next to Ruby Hall Clinic Bund Garden Road, Pune, Maharashtra, India
PAN No.:	AAKFB4397F
Associates :	EGS Private Limited Dani E L Measurement And Control, Incorporation, United States Control Techniques Limited Control Techniques India Private Limited Emerson Electric Company (India) Private Limited, India Emerson Fze, United Arab Emirates Clive Samuels and Associates. , Incorporation, United States Emr (Asia) Limited, China Emerson Electric Company. Brasil Limited, Brazil Leroy Somer India Private Limited, India Emerson Network Power (Pune) Private Limited, India Emerson Argentina S. A., Argentina Emerson Elecric Company, United States Al Pre T Control Specialists – A Division Of A V E N G (Africa) Limited, South Africa ASCO Controls B. V., Netherlands
Subsidiaries :	Emerson Climate Technologies Incorporation., United Status Emerson Climate Technologies Gmbh, Germany Emerson Electric (Thailand) Limited, Thailand Fusite Division Emerson Electric (Asia) Limited, Hong Kong Emerson Climate Technologies (Suzhou) Company Limited, China

CAPITAL STRUCTURE

As on 30.09.2014

Authorised Capital :

No. of Shares	Type	Value	Amount
7500000	Equity Shares	Rs.10/- each	Rs. 75.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
5905975	Equity Shares	Rs.10/- each	Rs. 59.060 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	59.060	59.060	59.060
(b) Reserves & Surplus	4596.350	3665.906	3034.844
(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)	4655.410	3724.966	3093.904
(3) Non-Current Liabilities
(a) long-term borrowings	0.000	0.000	0.294
(b) Deferred tax liabilities (Net)	0.000	0.000	0.000
(c) Other long term liabilities	67.817	57.587	48.605
(d) long-term provisions	207.726	173.285	136.163
Total Non-current Liabilities (3)	275.543	230.872	185.062
(4) Current Liabilities
(a) Short term borrowings	0.000	0.000	0.000
(b) Trade payables	220.343	322.955	172.868
(c) Other current liabilities	280.421	194.324	218.493
(d) Short-term provisions	84.900	146.120	59.176
Total Current Liabilities (4)	585.664	663.399	450.537
TOTAL	5516.617	4619.237	3729.503
II.          ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	904.382	763.985	673.735
(ii) Intangible Assets	70.123	76.821	68.264
(iii) Capital work-in-progress	4.339	15.815	11.443
(iv) Intangible assets under development	0.550	0.200	4.547
(b) Non-current Investments	751.875	751.875	751.875
(c) Deferred tax assets (net)	176.476	163.738	128.930
(d) Long-term Loan and Advances	656.032	678.114	697.978
(e) Other Non-current assets	3.315	3.250	3.250
Total Non-Current Assets	2567.092	2453.798	2340.022
(2) Current assets
(a) Current investments	0.000	0.000	0.000
(b) Inventories	43.958	51.129	23.057
(c) Trade receivables	831.994	692.940	527.505
(d) Cash and cash equivalents	1549.904	973.688	527.891
(e) Short-term loans and advances	270.237	278.499	189.930
(f) Other current assets	253.432	169.183	121.098
Total Current Assets	2949.525	2165.439	1389.481
TOTAL	5516.617	4619.237	3729.503

PROFIT & LOSS ACCOUNT

PARTICULARS	31.03.2014	31.03.2013	31.03.2012
SALES
Income	6456.631	5430.028	4224.819
Other Income	NA	NA	NA
TOTAL	NA	NA	NA
TOTAL EXPENSES	4808.567	4264.045	3287.452
PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION	1648.064	1165.983	937.367
DEPRECIATION/ AMORTISATION	203.549	183.500	151.885
PROFIT/ (LOSS) BEFORE TAX	1444.515	982.483	785.482
Provision for tax (Incl. for prior years)	(526.810)	(386.229)	(297.167)
Deferred tax credit	12.739	34.807	26.829
PROFIT/ (LOSS) AFTER TAX	930.444	631.062	515.144
Earnings / (Loss) Per Share (Rs.)	157.54	NA	NA

KEY RATIOS

PARTICULARS		31.03.2014	31.03.2013	31.03.2012
Net Profit Margin (PAT/Sales)	(%)	8.52	9.11	7.20
Return on Total Assets (PBT/Total Assets}	(%)	18.27	24.93	12.92
Return on Investment (ROI) (PBT/Networth)		0.18	0.25	0.12
Current Ratio (Current Asset/Current Liability)		5.04	3.26	3.08

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	59.060	59.060	59.060
Reserves & Surplus	3034.844	3665.906	4596.350
Net worth	3093.904	3724.966	4655.410
long-term borrowings	0.294	0.000	0.000
Short term borrowings	0.000	0.000	0.000
Total borrowings	0.294	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	4224.819	5430.028	6456.631
		28.527	18.906

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	4224.819	5430.028	6456.631
Profit	515.144	631.062	930.444
	12.19%	11.62%	14.41%

LOCAL AGENCY FURTHER INFORMATION

CURRENT MATURITY OF LONG TERM DEBT = NOT AVAILABLE

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	Yes
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	No

LITIGATION DETAILS
Bench:- Bombay
Lodging No. :	ITXAL/1477/2011	Failing Date:-	02/02/2011	Reg. No. :	ITXA/566/2011	Reg. Date :	04/03/2011
Petitioner:-	THE COMMISSIONER OF INCOME TAX		Respondent:-	EMERSON ELECTRIC COMPANY PVT. LTD.
Petn.Adv:-	VIMAL GUPTA		Resp. Adv.:	ATUL K. JASANI (0)
District:-	MUMBAI
Bench:-	DIVISION		Category:-	TAX APPEALS
Status:-	Admitted (Unready)		Stage:-	FOR ADMISSION - FRESH
Last Date:-	20/11/2012
Last Coram:-	HON’BLE SHRI JUSTICE J.P. DEVADHAR HON’BLE SHRI JUSTICES M.S. SANKLECHA
Act. :	Income Tax Act,1961			Under Section 260A

INDEX OF CHARGES: NO CHARGES EXIST FOR THE COMPANY

BACKGROUND

Subject is a subsidiary of Emerson Electric (Mauritius) Limited (‘the holding company’), which holds the entire share capital of the Company along with its nominees. The holding company is a subsidiary of Emerson Electric Co., USA (‘the ultimate parent company’)

EECIL is divided into the following seven divisions with the head office located at Mumbai:

N Emerson Engineering Export Centre (‘EEEC’), a 100% export oriented unit, registered with STPI Pune, set up in 1997, is engaged in development and export of software and IT enables services and is located in Pune;

n Branson Ultrasonic (‘Branson’) is engaged in importing ultrasonic welding and cleaning equipment and accessories from group companies and selling them in the local market and manufacture of horns produced from imported aluminium/titanium blocks;

n Emerson Innovation Centre (‘EIC’), Pune a 100% export oriented unit (EOU) set up in 2003, caters to the designing and other engineering development needs, with respect to software products of the Emerson group;

n Fisher Chennai Engineering Centre (‘FCEC’), a 100% export oriented unit set up in 2006, provides extensive, detailed and thorough engineering support for construction and start up of control valves in high capex projects to Emerson Process Management companies worldwide;

n Leroy Somer Motors (LSM) set up in 2008 (Noida) is engaged in the production of special motors for Elevator applications and trading of tools which are used in elevator applications;

n Emerson Information Technology Solutions (‘EITS’), Mohali a 100% EOU set up in 2008 in Mohali is engaged in IT support services including database administration and management, operating systems and network administration, email server administration and management, implementation and maintenance of Enterprise Resource Planning (ERP) Applications and Product Lifecycle Management (PLM) Applications etc; and

n Emerson Network Power- Embedded Computing division (ENPECD), a 100% EOU set up in 2008 in Hyderabad is engaged in development of software products. The Board of Directors in their meeting held on 11 September 2013 had approved and resolved to transfer entire business of Embedded Computing division (ENPECD) of the Company on a 'going concern' basis to Embedded Computing & Power (India) Private Limited

OPERATIONS

All the Company’s business Divisions have performed well during the year and the Company’s brand name continues to be in high demand on account of excellence of products and services. As a result, profits have increased substantially. The Board of Directors had approved the transfer of entire business of Embedded Computing division (ENPECD) on a ‘going concern’ basis to Embedded Computing & Power

(India) Private Limited with effect from 1 st November 2013.

FIXED ASSETS

• Building
• Plant and Equipment
• Factory Building
• Furniture and Fixture
• Vehicle

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.63.38
UK Pound	1	Rs.96.72
Euro	1	Rs.75.79

INFORMATION DETAILS

Information Gathered by :	PRT
Analysis Done by :	SUB
Report Prepared by :	ART

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	8
--PROFITABILITY	1~10	8
--LIQUIDITY	1~10	8
--LEVERAGE	1~10	8
--RESERVES	1~10	8
--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		67

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	--

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This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.