MIRA INFORM REPORT

Report No. :	329351
Report Date :	27.06.2015

IDENTIFICATION DETAILS

Name :	PRODAIR AIR PRODUCTS INDIA PRIVATE LIMITED

Registered Office :	Office # 003/004 Pentagon 2, Magarpatta City, Hadapsar, Pune – 411013, Maharashtra

Country :	India

Financials (as on) :	31.03.2014

Date of Incorporation :	30.03.2009

Com. Reg. No.:	11-133706

Capital Investment / Paid-up Capital :	Rs.42.165 Million

CIN No.: [Company Identification No.]	U24200PN2009PTC133706

IEC No.:	Not Available

TAN No.: [Tax Deduction & Collection Account No.]	PNEP13450D

PAN No.: [Permanent Account No.]	AAFCP0045E

Legal Form :	Private Limited Liability Company

Line of Business :	Subject is engaged in engineering and procurement of materials to support the worldwide supply, construction, commissioning and operation of industrial gases plants for the parent company.

No. of Employees :	Not Divulged

RATING & COMMENTS

MIRA’s Rating :

B (32)

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

Status :	Moderate

Payment Behaviour :	Slow but correct

Litigation :	Clear

Comments :	Subject is an established company having moderate track record. The company has incurred a loss from its operations during 2014. However, trade relations are fair. Business is active. Payment terms are reported to be slow but correct. The company can be considered for business dealings with some cautions.

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 – March 31, 2015

Country Name

Previous Rating

(31.12.2014)

Current Rating

(31.03.2015)

India

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

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 31-03-2013.

INFORMATION DENIED BY

Name :	Mr. Himen
Designation :	Accounts Department
Contact No.:	91-20-30481257
Date :	26.06.2015

LOCATIONS

Registered Office :	Office # 003/004 Pentagon 2, Magarpatta City, Hadapsar, Pune – 411013, Maharashtra, India
Tel. No.:	91-20-30481257 / 30472555 / 30481255
Fax No.:	91-20-30426141
E-Mail :	chowdhnm@airproducts.com sambrom@airproducts.com
Website :	www.airproducts.com

Factory :	BPCL Kochi Refinery Ambalamedu Po Ernakulam, Kochi – 682303, Kerala, India

DIRECTORS

AS ON 29.09.2014

Name :

Mr. William Patrick Desmond

Designation :

Director

Address :

21 Milton Road London SW148JR, United Kingdom

Date of Birth/Age :

20.02.1963

Date of Appointment :

29.09.2014

DIN No.:

06952093

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	U24200PN2009PTC133706	PRODAIR AIR PRODUCTS INDIA PRIVATE LIMITED	Nominee director	29/10/2014	20/08/2014	-	Active	NO

Name :

Mr. Mark Jamie Sambrook

Designation :

Director

Address :

Ground 742, Flham Road, London, United Kingdom, SW65SF

Date of Birth/Age :

19.10.1971

Date of Appointment :

29.09.2014

DIN No.:

02655915

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	U24200PN2009PTC133706	PRODAIR AIR PRODUCTS INDIA PRIVATE LIMITED	Nominee director	29/10/2014	21/05/2009	-	Active	NO

Name :

Mr. Scott Tang

Designation :

Director

Address :

Unit 76, #222, Lane 2489, Hongqiao Road, Changning District, PRC 200335, Shanghai, China

Date of Birth/Age :

07.09.1966

Date of Appointment :

29.09.2014

DIN No.:

05132168

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	U24200PN2009PTC133706	PRODAIR AIR PRODUCTS INDIA PRIVATE LIMITED	Nominee director	29/10/2014	01/11/2011	-	Active	NO
2	U40200KA2005PTC036482	BELLARY OXYGEN COMPANY PRIVATE LIMITED	Additional director	09/04/2012	09/04/2012	-	Active	NO

Name :

Mr. Sadhan Kumar Banerjee

Designation :

Director

Address :

A 062 Orchid Park, Nr. Anjani Tower, Satellite, Ahmedabad 380015 Gujarat, India

Date of Birth/Age :

23.08.1966

Date of Appointment :

29.09.2014

DIN No.:

01724348

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	U65921GJ1994PLC021778	GUJARAT GAS FINANCIAL SERVICES LIMITED	Director	18/04/2008	01/07/2007	09/07/2013	Active	NO
2	U24200PN2009PTC133706	PRODAIR AIR PRODUCTS INDIA PRIVATE LIMITED	Managing director	29/09/2014	22/01/2014	-	Active	NO

Name :

Aidan Lowson

Designation :

Director

Address :

30 Richmond Way Fetcham Leatherhead KT229NR, United Kingdom

Date of Birth/Age :

19.10.1971

Date of Appointment :

29.10.2014

DIN No.:

06788958

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	U24200PN2009PTC133706	PRODAIR AIR PRODUCTS INDIA PRIVATE LIMITED	Nominee director	29/10/2014	20/11/2013	-	Active	NO

KEY EXECUTIVES

Name :	Mr. Himen
Designation :	Accounts Department

MAJOR SHAREHOLDERS

AS ON 29.09.2014

Names of Shareholders	No. of Shares	% of Holding
Prodair Corporation, United States of America	3599640	85.37
Air Products Manufacturing Corporation, United States of America	360	0.01
Air Products Holdings Bv, Netherland	616492	14.62
Total	4216492	100.00

Equity Share Break up (Percentage of Total Equity)

AS ON 29.09.2014

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	100.00
Total	100.00

BUSINESS DETAILS

Line of Business :	Subject is engaged in engineering and procurement of materials to support the worldwide supply, construction, commissioning and operation of industrial gases plants for the parent company.

Products :	Not Available

Brand Names :	Not Available

Agencies Held :	Not Available

Exports :	Not Divulged

Imports :	Not Divulged

Terms :
Selling :	Not Divulged

Purchasing :	Not Divulged

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 :

Not Divulged

Bankers :

Banker Name :	HSBC Bank
Branch Address :	India
Facilities :	Not Divulged
Person Name :	Not Divulged
Contact No.:	Not Divulged
Report :	Not Divulged
Name of Account Holder	Not Divulged
Account Number	Not Divulged
Account Since (Date/Year of Account Opening)	Not Divulged
Average Balance Maintained (If Possible)	Not Divulged
Credit Facilities Enjoyed (If any)	Not Divulged
Account Operation	Not Divulged
Remarks (If any)	Not Divulged

Banker Name :	Bank of America
Branch Address :	Not Divulged
Facilities :	Not Divulged
Person Name :	Not Divulged
Contact No.:	Not Divulged
Report :	Not Divulged
Name of Account Holder	Not Divulged
Account Number	Not Divulged
Account Since (Date/Year of Account Opening)	Not Divulged
Average Balance Maintained (If Possible)	Not Divulged
Credit Facilities Enjoyed (If any)	Not Divulged
Account Operation	Not Divulged
Remarks (If any)	Not Divulged

Facilities :

SECURED LOANS	31.03.2014 Rs. In Million	31.03.2013 Rs. In Million
Short Term Borrowings
Cash Credit Facilities
From Banks
HSBC Bank	0.000	43.865
Bank of America		138.778

Total	0.000	182.643

NOTES:

SHORT TERM BORROWINGS

Cash credit facility from HSBC bank and Bank of America is guaranteed by Air Products and Chemicals Inc., USA, the Ultimate Holding Company.

Auditors :
Name :	T R Chadha and Company Chartered Accountants
Address :	1, Smruti, Ground Floor, Near M V Panlosakar Road, Near Hanuman Cross Road No.2, Vile Parle (East), Mumbai – 400057, Maharashtra, India
Tel. No.:	91-22-26121428
Fax No.:	91-22-26100092
E-Mail :	mumbai@trchadha.com
PAN No.:	AAAFT1655Q

Holding Company :	Prodair Corporation, USA

Holding Company of Prodair Corporation :	Air Products Manufacturing Corporation, USA

Ultimate Holding Company :	Air Products and Chemicals Inc., USA

Enterprises over which the holding company has significant influence :	· Air Products PLC, UK · Air Products Singapore Pte Limited · Air Products LLC, USA · Air Products Korea Co., Limited · Air Products SA/NV · Air Products Malaysia SDN BHD · Air Products and Chemicals (China) Investment Co., Limited · Air Products Nederland and B.V.(UTRECHT) · Air Products SPOL.S.R.O.(DECIN)

CAPITAL STRUCTURE

AS ON 29.09.2014

Authorised Capital :

No. of Shares	Type	Value	Amount

4350000	Equity Shares	Rs.10/- each	Rs.43.500 Million

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount

4216492	Equity Shares	Rs.10/- each	Rs.42.165 Million

FINANCIAL DATA

[all figures are in Rupees Million]

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	42.165	36.000	36.000
(b) Reserves & Surplus	880.492	(289.170)	(188.228)
(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)	922.657	(253.170)	(152.228)

(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	243.528	0.000	0.000
(d) long-term provisions	5.017	2.900	1.281
Total Non-current Liabilities (3)	248.545	2.900	1.281

(4) Current Liabilities
(a) Short term borrowings	0.000	182.643	101.789
(b) Trade payables	253.109	165.515	111.420
(c) Other current liabilities	267.216	12.579	6.012
(d) Short-term provisions	0.593	0.412	0.207
Total Current Liabilities (4)	520.918	361.149	219.428

TOTAL	1692.120	110.879	68.481

II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	15.694	16.860	18.409
(ii) Intangible Assets	0.000	0.000	0.000
(iii) Capital work-in-progress	406.688	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)	0.000	0.000	0.000
(d) Long-term Loan and Advances	181.218	10.000	10.000
(e) Other Non-current assets	0.000	0.000	0.000
Total Non-Current Assets	603.600	26.860	28.409

(2) Current assets
(a) Current investments	0.000	0.000	0.000
(b) Inventories	33.957	62.520	20.481
(c) Trade receivables	13.142	13.732	12.497
(d) Cash and cash equivalents	992.080	0.052	0.031
(e) Short-term loans and advances	0.000	0.000	0.000
(f) Other current assets	49.341	7.715	7.063
Total Current Assets	1088.520	84.019	40.072

TOTAL	1692.120	110.879	68.481

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2014	31.03.2013	31.03.2012
	SALES
		Income	100.439
		Other Income	0.005
		TOTAL	100.444	48.735	35.815

Less	EXPENSES
		(Increase)/Decrease In Inventories	29.987	(42.039)
		Purchases of Stock-in-Trade	0.486	0.000
		Employees benefits expense	75.038	54.436
		Reimbursement of expatriate employees salary and expenses	60.958	70.239
		Interest on cash credit Facilities	11.058	14.150
		TOTAL	140.992	96.786	118.151

Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		(40.548)	(48.051)

Less	FINANCIAL EXPENSES (D)		93.230	49.189
					N.A
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		(133.778)	(97.240)

Less/ Add	DEPRECIATION/ AMORTISATION (F)		3.972	3.702

	PROFIT BEFORE TAX (E-F) (G)		(137.750)	(100.942)	(82.336)

Less	TAX (H)		0.000	0.000	0.000

	PROFIT AFTER TAX (G-H) (I)		(137.750)	(100.942)	(82.336)

	Earnings/(Loss) Per Share (Rs.)		(37.30)	(28.04)	(22.87)

CURRENT MATURITIES OF LONG TERM DEBT DETAILS

Particulars

31.03.2014

31.03.2013

31.03.2012

Current Maturities of Long term debt

Cash generated from operations

KEY RATIOS

PARTICULARS		31.03.2014	31.03.2013	31.03.2012
Net Profit Margin (PAT / Sales)	(%)	(137.15)	(207.12)	N.A

Operating Profit Margin (PBDIT/Sales)	(%)	(40.37)	(98.60)	N.A

Return on Total Assets (PBT/Total Assets}	(%)	(10.72)	(91.04)	N.A

Return on Investment (ROI) (PBT/Networth)		(0.15)	0.40	N.A

Debt Equity Ratio (Total Debt /Networth)		0.00	(0.72)	(0.67)

Current Ratio (Current Asset/Current Liability)		2.09	0.23	0.18

FINANCIAL ANALYSIS

[all figures are in Rupees Million]

DEBT EQUITY RATIO

Particular	31.03.2012	31.03.2013	31.03.2014
	(Rs. In Million)	(Rs. In Million)	(Rs. In Million)
Share Capital	36.000	36.000	42.165
Reserves & Surplus	(188.228)	(289.170)	880.492
Net worth	(152.228)	(253.170)	922.657

long-term borrowings	0.000	0.000	0.000
Short term borrowings	101.789	182.643	0.000
Total borrowings	101.789	182.643	0.000
Debt/Equity ratio	(0.669)	(0.721)	0.000

YEAR-ON-YEAR GROWTH

Year on Year Growth	31.03.2013	31.03.2014
	(Rs. In Million)	(Rs. In Million)
Sales	48.735	100.439
	0.000	106.092

NET PROFIT MARGIN

Net Profit Margin	31.03.2013	31.03.2014
	(Rs. In Million)	(Rs. In Million)
Sales	48.735	100.439
Profit	(100.942)	(137.750)
	(207.12%)	(137.15%)

LOCAL AGENCY FURTHER INFORMATION

Sr. No.	Check List by Info Agents	Available in Report (Yes / No)
1]	Year of establishment	Yes
2]	Constitution of the entity -Incorporation details	Yes
3]	Locality of the entity	Yes
4]	Premises details	No
5]	Buyer visit details	--
6]	Contact numbers	Yes
7]	Name of the person contacted	Yes
8]	Designation of contact person	Yes
9]	Promoter’s background	Yes
10]	Date of Birth of Proprietor / Partners / Directors	Yes
11]	Pan Card No. of Proprietor / Partners	No
12]	Voter Id Card No. of Proprietor / Partners	No
13]	Type of business	Yes
14]	Line of Business	Yes
15]	Export/import details (if applicable)	No
16]	No. of employees	No
17]	Details of sister concerns	Yes
18]	Major suppliers	No
19]	Major customers	No
20]	Banking Details	Yes
21]	Banking facility details	No
22]	Conduct of the banking account	--
23]	Financials, if provided	Yes
24]	Capital in the business	Yes
25]	Last accounts filed at ROC, if applicable	Yes
26]	Turnover of firm for last three years	Yes
27]	Reasons for variation <> 20%	--
28]	Estimation for coming financial year	No
29]	Profitability for last three years	Yes
30]	Major shareholders, if available	Yes
31]	External Agency Rating, if available	No
32]	Litigations that the firm/promoter involved in	--
33]	Market information	--
34]	Payments terms	No
35]	Negative Reporting by Auditors in the Annual Report	No

PERFORMANCE AND OPERATIONS:

Prodair AP India continue to be engaged in engineering and procurement of materials to support the worldwide supply, construction, commissioning and operation of industrial gases plants for the parent company, APCI. In addition to Prodair AP India is now actively pursing air separation equipment sale in country. The Hydrogen Energy Systems market continues to develop in the telecommunications and auto sector and Performance Materials Division is building up capability within region and continues to prosper in spite of difficult trading conditions. The company is investing Rs.23000.000 Million towards setting up of world scale industrial (hydrogen) manufacturing plant on BOO (built, own and operate) model for Bharat Petroleum Corporation Limited Refinery at Kochi, Kerela. This plant is under construction and expected to get commissioned in Q1 2016. This marked new ground for APCI in India.

NO CHARGES EXIST FOR COMPANY.

FIXED ASSETS:

· Leasehold Improvements

· Office Equipment

· Computers

· Furniture and Fixtures

· Motor Car

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.63.60
UK Pound	1	Rs.100.09
Euro	1	Rs.71.23

INFORMATION DETAILS

Information Gathered by :	PRT

Analysis Done by :	RAS

Report Prepared by :	JYTK

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	4
PAID-UP CAPITAL	1~10	4
OPERATING SCALE	1~10	3
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	3
--PROFITABILIRY	1~10	2
--LIQUIDITY	1~10	3
--LEVERAGE	1~10	5
--RESERVES	1~10	4
--CREDIT LINES	1~10	4
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO

TOTAL		32

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

Financial condition (40%) Ownership background (20%) Payment record (10%)

Credit history (10%) Market trend (10%) Operational size (10%)

RATING EXPLANATIONS

RATING		STATUS	PROPOSED CREDIT LINE
>86	Aaa	Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums	Unlimited
71-85	Aa	Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums	Large
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small
11-25	Ca	Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity	Limited with full security
<10	C	Absolute credit risk exists. Caution needed to be exercised	Credit not recommended
NB		NEW BUSINESS

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions

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