MIRA INFORM REPORT

Report No. :	309876
Report Date :	04.03.2015

IDENTIFICATION DETAILS

Name :	VON ROLL (INDIA) PRIVATE LIMITED (w.e.f. 15.06.2007)
Formerly Known As :	VON ROLL ISOLA (INDIA) HOLDING PRIVATE LIMITED
Registered Office :	505-507, 4^th Phase, 2^nd Stage, Peenya Industrial Area, Bangalore – 560058, Karnataka
Country :	India
Financials (as on) :	31.03.2014
Date of Incorporation :	01.12.1998
Com. Reg. No.:	08-024473
Capital Investment / Paid-up Capital :	Rs.173.500 Million
CIN No.: [Company Identification No.]	U67110KA1998PTC024473
IEC No.:	Not Available
TAN No.: [Tax Deduction & Collection Account No.]	BLRV00956E
PAN No.: [Permanent Account No.]	AAACV9483H
Legal Form :	Private Limited Liability Company
Line of Business :	Trader of Insulations products.
No. of Employees :	150 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

Ba (43)

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

Status :	Satisfactory
Payment Behaviour :	Slow but correct
Litigation :	Clear
Comments :	Subject is an established company having satisfactory track record. The company has been a dip in its revenue and profitability for the year 2013-14. Also reserves seems to be low. However, the company operates on its owned funds. Trade relations are fair. Business is active. Payments are reported to be slow but correct. The company can be considered for business dealings at usual trade terms and conditions.

NOTES :

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

ECGC Country Risk Classification List – December 31, 2014

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

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

EXTERNAL AGENCY RATING

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 PARTED BY (GENERAL DETAILS)

Name :	Mr. Jayanna
Designation :	Purchase Manager
Contact No.:	91-8861057501
Date :	25.02.2015

LOCATIONS

Registered Office / Warehouse :	505-507, 4^th Phase, 2^nd Stage, Peenya Industrial Area, Bangalore – 560058, Karnataka, India
Tel. No.:	91-80-43329200
Mobile No.:	91-8861057501 (Mr. Jayanna)
Fax No.:	Not Available
E-Mail :	umar.urs@vanroll.com
Website :	www.vonroll.com

DIRECTORS

As on 30.09.2014

Name :

Mr. Jagannathan Suri

Designation :

Director

Address :

204, Skyline Appartment, Langford Road, Bangalore – 560001, Karnataka, India

Date of Birth/Age :

17.02.1954

Date of Appointment :

12.09.2005

DIN No.:

00265983

Other Directorship :

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	U85110KA1980PTC004018	SURI CONSULTANTSC PRIVATE LIMITED	Whole-time director	03/12/1980	03/12/1980	-	Active	NO
2	U85110KA1997PTC021878	PEARL METAL PRODUCTS (BANGALORE) PRIVATE LIMITED	Director	18/12/1998	18/12/1998	-	Amalgamated	NO
3	U27109KA1982PTC004795	PEARL INSULATIONS PRIVATE LIMITED	Director	18/12/1998	18/12/1998	-	Active	NO
4	L55101KA1969PLC001795	EASTWEST HOTELS LIMITED	Director	06/05/2000	06/05/2000	-	Active	NO
5	U55101KA2004PTC033245	GOLDEN KITCHENS PRIVATE LIMITED	Director	28/05/2005	28/05/2005	-	Active	NO
6	U67110KA1998PTC024473	VON ROLL (INDIA) PRIVATE LIMITED	Director	12/09/2005	12/09/2005	-	Active	NO
7	L72200KA2001PLC029313	ENCORE SOFTWARE LIMITED	Director	29/01/2008	29/01/2008	27/09/2013	Active	NO
8	U74999KA2012FTC062019	ICMG Consulting India Private Limited	Director	01/10/2012	10/01/2012	-	Active	NO
9	U22212KA2012PTC064775	PHENOMENON CINEMA PRIVATE LIMITED	Director	09/07/2012	09/07/2012	-	Active	NO
10	U72200KA2012PTC065647	CONSILIENT TECHNOLOGIES PRIVATE LIMITED	Director	30/08/2012	30/08/2012	27/09/2013	Active	NO

Name :

Achim Werner Klotz

Designation :

Director

Address :

Konradsweg 28, Wilen BEI Wollerau, Switzerland - 8832

Date of Birth/Age :

28.07.1960

Date of Appointment :

30.09.2013

DIN No.:

06665342

Other Directorship :

S. No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	U27109KA1982PTC004795	PEARL INSULATIONS PRIVATE LIMITED	Director	30/09/2013	30/04/2013	-	Active	NO
2	U85110KA1997PTC021878	PEARL METAL PRODUCTS (BANGALORE) PRIVATE LIMITED	Director	30/09/2013	30/04/2013	-	Amalgamated	NO
3	U67110KA1998PTC024473	VON ROLL (INDIA) PRIVATE LIMITED	Director	30/09/2013	30/04/2013	-	Active	NO

Name :

Mr. Sandip Ghosh

Designation :

Director

Address :

Hazel No.2 Flat 504, St. Johns Woods, Tavarekere Main Road, Dharmaram College, Bangalore – 560029, Karnataka, India

Date of Birth/Age :

11.11.1960

Date of Appointment :

30.09.2014

DIN No.:

00427987

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	U24110MH1982PTC026499	ISOVOLTA (INDIA) PRIVATE LIMITED	Director	01/04/2004	01/04/2004	20/01/2012	Active	NO
2	U32109MH1966PTC013516	SAHNEY KIRKWOOD PRIVATE LIMITED	Director	01/04/2004	01/04/2004	20/01/2012	Active	NO
3	U27109KA1982PTC004795	PEARL INSULATIONS PRIVATE LIMITED	Managing director	17/07/2014	20/03/2014	-	Active	NO
4	U85110KA1997PTC021878	PEARL METAL PRODUCTS (BANGALORE) PRIVATE LIMITED	Additional director	20/03/2014	20/03/2014	-	Amalgamated	NO
5	U67110KA1998PTC024473	VON ROLL (INDIA) PRIVATE LIMITED	Director	30/09/2014	20/03/2014	-	Active	NO

KEY EXECUTIVES

Name :	Mr. Jayanna
Designation :	Purchase Manager

MAJOR SHAREHOLDERS

As on 30.09.2014

Names of Shareholders (Equity Shares)	No. of Shares
Von Roll Schweiz AG, Switzerland	5499999
Von Roll Holding Limited, Switzerland	1
Total	5500000

Names of Shareholders (Preference Shares)	No. of Shares
Von Roll Schweiz AG, Switzerland	1185000
Total	1185000

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	100.00
Total	100.00

BUSINESS DETAILS

Line of Business :

Trader of Insulations products.

Products :

Item Code No. (ITC Code)	Product Description
68141090	Mica
39191080	Composites

Brand Names :

Not Available

Agencies Held :

Not Available

Exports :

Not Available

Imports :

Not Available

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

Customers :

• Wholesalers
• Retailers
• End Users

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 :

150 (Approximately)

Bankers :

Banker Name	State Bank of India
Branch Address	Peenya, Bangalore, Karnataka, India
Person Name (With Designation)	Not Divulged
Contact Number	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

Auditors :
Name :	Deloitte Haskins and Sells Chartered Accountants
Address :	Deloitte Centre, Anchorage II, 100/2 Richmond Road, Bangalore – 560025, Karnataka, India
PAN No.:	AACFD3771D
Memberships :	Not Available
Collaborators :	Not Available
Holding company :	Von Roll Schweiz AG Switzerland, Switzerland
Fellow Subsidiaries :	Pearl Insulations Private Limited, India Pearl Metal Products (Bangalore) Private Limited, India Von Roll Shanghai Company Limited, China Von Roll Italia SPA, Italy Von Roll Deutschland GMBH, Germany Von Roll Management AG, Switzerland Von Roll France SA, France

CAPITAL STRUCTURE

As on 31.03.2014

Authorised Capital :

No. of Shares	Type	Value	Amount
6000000	Equity Shares	Rs.10/-each	Rs.60.000 Million
1250000	Preference Shares	Rs.100/-each	Rs.125.000 Million
	Total		Rs.185.000 Million

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
5500000	Equity Shares	Rs.10/-each	Rs.55.000 Million
1185000	Preference Shares	Rs.100/-each	Rs.118.500 Million
	Total		Rs.173.500 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	173.500	173.500	173.500
(b) Reserves & Surplus	103.073	95.598	79.785
(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)	276.573	269.098	253.285
(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	0.000	0.000	0.000
(d) long-term provisions	0.000	0.000	0.000
Total Non-current Liabilities (3)	0.000	0.000	0.000
(4) Current Liabilities
(a) Short term borrowings	0.000	0.000	0.000
(b) Trade payables	9.351	10.650	7.834
(c) Other current liabilities	0.922	0.322	1.668
(d) Short-term provisions	2.556	3.301	1.288
Total Current Liabilities (4)	12.829	14.273	10.790
TOTAL	289.402	283.371	264.075
II.          ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	0.000	0.000	0.000
(ii) Intangible Assets	0.000	0.000	0.000
(iii) Capital work-in-progress	0.000	0.000	0.000
(iv) Intangible assets under development	0.000	0.000	0.000
(b) Non-current Investments	195.343	195.343	195.343
(c) Deferred tax assets (net)	0.000	0.000	0.000
(d) Long-term Loan and Advances	0.003	0.003	0.003
(e) Other Non-current assets	0.000	0.000	0.000
Total Non-Current Assets	195.346	195.346	195.346
(2) Current assets
(a) Current investments	0.000	0.000	0.000
(b) Inventories	15.550	17.015	24.949
(c) Trade receivables	16.853	17.062	19.473
(d) Cash and cash equivalents	54.554	47.907	19.249
(e) Short-term loans and advances	5.555	5.057	5.058
(f) Other current assets	1.544	0.984	0.000
Total Current Assets	94.056	88.025	68.729
TOTAL	289.402	283.371	264.075

PROFIT & LOSS ACCOUNT

	PARTICULARS	31.03.2014	31.03.2013	31.03.2012
	SALES
	Income	66.455	72.827	131.674
	Other Income	NA	NA	NA
	TOTAL	NA	NA	NA
	EXPENSES	NA	NA	NA
	PROFIT/ (LOSS) BEFORE TAX	NA	NA	NA
Less	TAX	NA	NA	NA
	PROFIT/ (LOSS) AFTER TAX	7.475	15.814	21.524
	Earnings / (Loss) Per Share (Rs.)	1.36	2.88	3.91

KEY RATIOS

PARTICULARS	31.03.2014	31.03.2013	31.03.2012
Debt Equity Ratio (Total Debts/Networth)	0.00	0.00	0.00
Current Ratio (Current Asset/Current Liability)	7.33	6.17	6.37

FINANCIAL ANALYSIS

[all figures are in Rupees Million]

DEBT EQUITY RATIO

Particular	31.03.2012	31.03.2013	31.03.2014
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Share Capital	173.500	173.500	173.500
Reserves & Surplus	79.785	95.598	103.073
Net worth	253.285	269.098	276.573
long-term borrowings	0.000	0.000	0.000
Short term borrowings	0.000	0.000	0.000
Total borrowings	0.000	0.000	0.000
Debt/Equity ratio	0.000	0.000	0.000

YEAR-ON-YEAR GROWTH

Year on Year Growth	31.03.2012	31.03.2013	31.03.2014
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Sales	131.674	72.827	66.455
		(44.691)	(8.750)

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	131.674	72.827	66.455
Profit	21.524	15.814	7.475
	16.35%	21.71%	11.25%

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 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	Yes
20]	Export / Import details (if applicable)	No
21]	Market information	----------------------
22]	Litigations that the firm / promoter involved in	----------------------
23]	Banking Details	Yes
24]	Banking facility details	No
25]	Conduct of the banking account	----------------------
26]	Buyer visit details	----------------------
27]	Financials, if provided	Yes
28]	Incorporation details, if applicable	Yes
29]	Last accounts filed at ROC	Yes
30]	Major Shareholders, if available	Yes
31]	Date of Birth of Proprietor/Partner/Director, if available	Yes
32]	PAN of Proprietor/Partner/Director, if available	No
33]	Voter ID No of Proprietor/Partner/Director, if available	No
34]	External Agency Rating, if available	No

FINANCIAL RESULTS

During the year the Company earned an income of Rs.66.455 Million when compared to Rs. 72.827 Million during the previous year. The operations of the Company resulted in a net profit after of Rs. 7.475 Million when compared to Rs. 15.814 Million during the previous year.

AMALGAMATION OF SUBSIDIARY COMPANIES

Amalgamation of subsidiaries i.e. Pearl Metal Products (Bangalore) Private Limited with Pearl Insulation Private Limited is under progress and pending for final orders from Honorable High Court of Karnataka, Bangalore.

In this context, both the subsidiary companies have obtained extension of time for holding annual general meeting and the financials are yet to be finalized.

INDEX OF CHARGES

NO CHARGES EXIST FOR COMPANY

FIXED ASSETS

• Computers
• Other equipments

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.61.79
UK Pound	1	Rs.95.42
Euro	1	Rs.69.28

INFORMATION DETAILS

Information Gathered by :	DIP
Analysis Done by :	SUC
Report Prepared by :	PNM

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
PAID-UP CAPITAL	1~10	4
OPERATING SCALE	1~10	6
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	5
--PROFITABILITY	1~10	4
--LIQUIDITY	1~10	6
--LEVERAGE	1~10	5
--RESERVES	1~10	3
--CREDIT LINES	1~10	5
--MARGINS	-5~5	---
DEMERIT POINTS
--BANK CHARGES	YES/NO	NO
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		43

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

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

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

RATING EXPLANATIONS

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

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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.