MIRA INFORM REPORT

Report No. :	342074
Report Date :	23.09.2013

IDENTIFICATION DETAILS

Name :	SYSTEMAIR INDIA PRIVATE LIMITED (w.e.f 07.02.2012)

Formerly Known As :	SYSTEMAIR FANS PRIVATE LIMITED

Registered Office :	2, Commercial Complex, Mayfair Garden, New Delhi – 110016
Mobile No.:	91-9910105570 (Mr. Paresh Mishra)

Country :	India

Financials (as on) :	31.03.2014

Date of Incorporation :	29.05.2007

Com. Reg. No.:	55-164074

Capital Investment / Paid-up Capital :	Rs.228.932 Million

CIN No.: [Company Identification No.]	U31908DL2007PTC164074

IEC No.:	0507056264

TAN No.: [Tax Deduction & Collection Account No.]	Not Available

PAN No.: [Permanent Account No.]	AAKCS9465Q

Legal Form :	Private Limited Liability Company

Line of Business :	Manufacturing, Exporting and Importing of Heating, Ventilation, Air conditioning products.

No. of Employees :	400 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

Ba (46)

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

Status :	Satisfactory

Payment Behaviour :	Usually correct

Litigation :	Clear

Comments :	Subject is a subsidiary of Systemair AB, Sweden. It is an old and established company incorporated In the year 2007 having satisfactory track. The company has incurred a loss during FY 2014. However, the rating takes into consideration company sound net worth position with low borrowings recorded and favorable gap between trade payable and trade receivable. The company also receives strong operational and financial support from its holding company. Trade relations are reported as fair. Business is active. Payments terms are reported as usually correct and as per commitment. The company can be considered normal 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 – 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

EXTERNAL AGENCY RATING

Rating Agency Name	CRISIL
Rating	Cash Credit: BBB
Rating Explanation	Moderate degree of safety and carry moderate credit risk.
Date	30.07.2014

Rating Agency Name	CRISIL
Rating	Letter of Credit: A3+
Rating Explanation	Moderate degree of safety and carry higher credit risk.
Date	30.07.2014

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 31-03-2015.

INFORMATION PARTED BY

Name :	Ms. Shilpi Kulshrestra
Designation :	Assistant Manager Legal and Corporate Affairs
Contact No.:	91-120-4763181
Date :	21.09.2015

LOCATIONS

Registered Office :	2, Commercial Complex, Mayfair Garden, New Delhi – 110016, India
Tel. No.:	Not Available
Mobile No.:	91-9910105570 (Mr. Paresh Mishra)
Fax No.:	Not Available
E-Mail :	mahendra.sharma@systemair.in shilpi.kulshrestra@systemair.in Paresh.mishra@systemair.in
Website :	www.systemair.in
Location:	Owned
Locality :	Commercial

Factory 1 :	Plot No.03, ECOTECH I, Sector-31, Site IV, Kasna, Greater Noida – 201308, Uttar Pradesh, India
Tel. No.:	91-120-476318

Factory 2:	Located at Hyderabad

Sales Office:	Located at Mumbai Pune Chennai Kochi Bangalore Kolkata Ahmedabad Noida

DIRECTORS

AS ON 30.09.2014

Name :

Mr. Asokdas Mozhikunnam Damodaran

Designation :

Director

Address :

Shiva Priya, Ghandi Nagar,, Puduppariyaram, Palakkad, 678733, Kerala, India

Date of Birth/Age :

16.11.1977

Date of Appointment :

30.09.2011

DIN No.:

03352522

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	U27203DL1997PTC085499	RAVISTAR INDIA PRIVATE LIMITED	Director	30-09-10	01-08-10	-	Amalgamated	NO
2	U31908DL2007PTC164074	SYSTEMAIR INDIA PRIVATE LIMITED	Director	30-09-11	29-09-11	-	Active	NO
3	U29192DL2006PTC150850	INTERNATIONAL AIRCONDITIONING PRODUCTS PRIVATE LIMITED	Additional director	12-01-12	25-11-11	-	Amalgamated	NO

Name :

Mr. Mats Olov Lund

Designation :

Director

Address :

Karrbo 10, Skinnskatteberg, Skinnskatteberg Sweden, 73991

Date of Birth/Age :

13.05.1957

Date of Appointment :

30.09.2011

DIN No.:

03489857

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	U27203DL1997PTC085499	RAVISTAR INDIA PRIVATE LIMITED	Director	30-09-11	01-04-11	-	Amalgamated	NO
2	U31908DL2007PTC164074	SYSTEMAIR INDIA PRIVATE LIMITED	Director	30-09-11	25-09-11	-	Active	NO
3	U29192DL2006PTC150850	INTERNATIONAL AIRCONDITIONING PRODUCTS PRIVATE LIMITED	Additional director	12-01-12	25-11-11	-	Amalgamated	NO

KEY EXECUTIVES

Name :	Kamini Gupta
Designation :	Secretary
Address :	#86H, Pocket- IV, Mayur Vihar, Phase-I, New Delhi - 110091, INDIA
Date of Birth/Age :	08.04.1988
Date of Appointment :	15.09.2014
PAN No.:	ALSPG2552N

Name :	Ms. Shilpi Kulshrestra
Designation :	Assistant Manager Legal and Corporate Affairs

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 30.09.2014

Names of Shareholders		No. of Shares
Systemair AB, Sweden		22893079
Engstrome Gerald, Sweden		100
Systemair GmBH, Germany		12
Total		22893191

Equity Share Break up (Percentage of Total Equity)

AS ON 30.09.2014

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 :	Manufacturing, Exporting and Importing of Heating, Ventilation, Air conditioning products.

Products :	Heating Ventilation Air conditioning products

Brand Names :	Not Available

Agencies Held :	Not Available

Exports :
Products :	Heating Ventilation Air conditioning products
Countries :	Malaysia Sweden

Imports :
Products :	Raw Material
Countries :	Malaysia Germany

Terms :
Selling :	Cash and Credit, Cheque

Purchasing :	Cash and Credit, Cheque

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
Maximum Limit Dealt :	Not Divulged
Experience :	Not Divulged
Remark:	Not Divulged

Customers :

Retailers, End Users

Blue Star
Voltas
ETS Engineering
DMRJ

No. of Employees :

400 (Approximately)

Bankers :

Corporation Bank, S.S.I. Branch, G-28/29; Sector-18, Noida, Uttar Pradesh, India

Banker Name	Canara Bank
Branch Address	Maharani Bagh Branch, 4 Siddarth Enclave, Commercial, Complex, New Delhi - 110014, Delhi, 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)	Fund + Non Fund: Rs. 120.000 Million
Account Operation	Not Divulged
Remarks (If any)	Not Divulged

Facilities :

(Rs. In Million)

SECURED LOAN	As on 31.03.2014	As on 31.03.2013
LONG TERM BORROWING
Rupee term loans from banks	0.361	0.635
SHORT TERM BORROWING
Other loans and advances, others	64.387	51.174
Total	64.748	51.809

Auditors :
Name :	T. R. Chadha and Company Chartered Accountant
Address :	B-30, Connaught Place, Kuthiala Building,
PAN N Income-tax PAN of auditor or auditor's firm :	AAAFT1655Q

Memberships :	--

Collaborators :	--

Holding Company:	Systemair AB, Sweden.

Fellow Subsidiaries:	Systemair A/s Systemair Chile Spa-Americo Systemair D.O.O. Systemair Germany Systemair HSK Systemair Hellas S.A. - Greece Systemair Holland Heating B.V. Systemair Hvac Spain S.L.U Systemair -IMOS S.R.O., Systemair Middle East FZE Systemair Middle East LLC, Qatar Systemair Oy, Finland Systemair Peru SAC (PE) Systemair (Pty) Limited (South Africa) Systemair S.A., Purtugal Systemair SdnBhd( Malaysia ) Systemair Sea Pte Limited Systemair Trading LLC Systemair SRL SocietalUnipersonale Systemair ZA Johannesburg Whs Mathew & Yates Systemair Havalandrma San. Ve Tic. Limited. ti-TURKEY Systemair S.P.A. A Socio Unico- Italy Frico AB Systemair Antilia AG

CAPITAL STRUCTURE

AS ON 31.03.2014

Authorised Capital :

No. of Shares	Type	Value	Amount

23000000	Equity Shares	Rs.10/- each	Rs. 230.000 Million

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount

22893191	Equity Shares	Rs.10/- each	Rs. 228.932 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	228.932	130.533	130.533
(b) Reserves & Surplus	296.023	298.219	102.847
(c) Money received against share warrants	0.000	0.000	0.000

(2) Share Application money pending allotment	0.000	98.399	0.000
Total Shareholders’ Funds (1) + (2)	524.955	527.151	233.380

(3) Non-Current Liabilities
(a) long-term borrowings	277.030	165.698	9.396
(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	11.433	9.453	7.604
Total Non-current Liabilities (3)	288.463	175.151	17.000

(4) Current Liabilities
(a) Short term borrowings	64.388	51.173	0.000
(b) Trade payables	307.738	191.138	126.303
(c) Other current liabilities	43.213	39.520	10.122
(d) Short-term provisions	10.667	9.322	1.680
Total Current Liabilities (4)	426.006	291.153	138.105

TOTAL	1239.424	993.455	388.485

II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	442.127	349.344	27.847
(ii) Intangible Assets	1.693	2.247	0.601
(iii) Capital work-in-progress	2.860	0.080	0.000
(iv) Intangible assets under development	0.000	0.000	0.000
(b) Non-current Investments	0.750	0.750	0.750
(c) Deferred tax assets (net)	15.406	7.089	8.759
(d) Long-term Loan and Advances	6.391	14.331	13.467
(e) Other Non-current assets	0.000	0.000	0.000
Total Non-Current Assets	469.227	373.841	51.424

(2) Current assets
(a) Current investments	0.000	0.000	0.000
(b) Inventories	202.544	131.842	87.431
(c) Trade receivables	442.644	387.485	185.907
(d) Cash and cash equivalents	90.300	79.172	60.336
(e) Short-term loans and advances	34.074	20.768	3.387
(f) Other current assets	0.635	0.347	0.000
Total Current Assets	770.197	619.614	337.061

TOTAL	1239.424	993.455	388.485

PROFIT & LOSS ACCOUNT

	PARTICULARS	31.03.2014	31.03.2013	31.03.2012
	SALES
	Income	937.835	797.041	451.707
	Other Income	2.879	1.086	0.003
	TOTAL	940.714	798.127	451.710

Less	EXPENSES	941.805	767.746	472.737

	PROFIT/ (LOSS) BEFORE TAX	(1.091)	30.381	(21.027)

Less	TAX	(0.317)	7.993	(1.853)

	PROFIT/ (LOSS) AFTER TAX	(0.774)	22.388	(19.174)

	EARNINGS IN FOREIGN CURRENCY
	Exports	81.590	23.251	NA
	Commission and Other Income	7.801	12.649	NA
	TOTAL EARNINGS	89.391	35.900	NA

	IMPORTS
	Raw Material/Stock in Trade	89.799	63.696	NA
	Capital goods	11.438	0.000	NA
	TOTAL IMPORTS	101.237	63.696	NA

	Earnings / (Loss) Per Share (Rs.)	0.03	NA	NA

Particulars

31.03.2015

Sales Turnover (Approximately)

800.000

(due to market Fluctuation)

Expected Sales (2015-2016) : Rs.1100.000 Million

The above information has been parted by Ms. Shilpi Kulshrestra

CURRENT MATURITIES OF LONG TERM DEBT DETAILS

Particulars	31.03.2014	31.03.2013	31.03.2012
Current Maturities of Long term debt	0.307	0.274	0.535
Cash generated from operations	NA	NA	NA
Net cash flows from (used in) operations	30.084	(57.488)	(10.829)

KEY RATIOS

PARTICULARS		31.03.2014	31.03.2013	31.03.2012
Net Profit Margin (PAT / Sales)	(%)	(0.08)	2.81	(4.24)

Return on Total Assets (PBT/Total Assets}	(%)	(0.09)	3.08	(5.55)

Return on Investment (ROI) (PBT/Networth)		0.00	0.06	(0.09)

Debt Equity Ratio (Total Debt /Networth)		0.65	0.41	0.04

Current Ratio (Current Asset/Current Liability)		1.81	2.13	2.44

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	130.533	130.533	228.932
Reserves & Surplus	102.847	298.219	296.023
Money received against share warrants	0.000	0.000	0.000
Share Application money pending allotment	0.000	98.399	0.000
Net worth	233.380	527.151	524.955

long-term borrowings	9.396	165.698	277.030
Short term borrowings	0.000	51.173	64.388
Current maturities of long-term debts	0.535	0.274	0.307
Total borrowings	9.931	217.145	341.725
Debt/Equity ratio	0.043	0.412	0.651

YEAR-ON-YEAR GROWTH

Year on Year Growth	31.03.2012	31.03.2013	31.03.2014
	(Rs. In Million)	(Rs. In Million)	(Rs. In Million)
Sales	451.707	797.041	937.835
		76.451	17.665

NET PROFIT MARGIN

Net Profit Margin	31.03.2012	31.03.2013	31.03.2014
	(Rs. In Million)	(Rs. In Million)	(Rs. In Million)
Sales	451.707	797.041	937.835
Profit	(19.174)	22.388	(0.774)
	(4.24%)	2.81%	(0.08%)

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)	Yes
16	No. of employees	Yes
17	Details of sister concerns	Yes
18	Major suppliers	No
19	Major customers	Yes
20	Banking Details	Yes
21	Banking facility details	Yes
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 four years	Yes
27	Reasons for variation <> 20%	Yes
28	Estimation for coming financial year	Yes
29	Profitability for last three years	Yes
30	Major shareholders, if available	Yes
31	External Agency Rating, if available	Yes
32	Litigations that the firm/promoter involved in	--
33	Market information	--
34	Payments terms	Yes
35	Negative Reporting by Auditors in the Annual Report	No

RESULTS OF OPERATION

During the Financial year, the Company has earned the gross income of Rs. 940.714 Million as against income of Rs. 798.127 Million earned in previous financial year. The Company ended the financial year with a net loss of Rs. 0.774 Million.

UNSECURED LOAN

Particulars	31.03.2014 (Rs. in Million)	31.03.2013 (Rs. in Million)
LONG TERM BORROWING
Rupee term loans from banks	266.676	156.636
Loans and advances from others	10.300	8.700
Other loans and advances, others	(0.306)	(0.274)
Total	276.670	165.062

INDEX OF CHARGES

S.NO.	CHARGE ID	DATE OF CHARGE CREATION/MODIFICATION	CHARGE AMOUNT SECURED	CHARGE HOLDER	ADDRESS	SERVICE REQUEST NUMBER (SRN)
1	10050368	24/07/2014 *	120,000,000.00	CANARA BANK	MAHARANI BAGH BRANCH, ASHRAM CHOWK, NEW DELHI, DE LHI - 110014, INDIA	C16431330

* Date of charge modification

FIXED ASSETS

Tangible assets

Land
Furniture and fixtures
Plant and equipment
Office equipment
Vehicles

Intangible assets

Computer software

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.65.63
UK Pound	1	Rs.101.73
Euro	1	Rs.73.26

INFORMATION DETAILS

Information Gathered by :	KAM

Analysis Done by :	DIV

Report Prepared by :	KVT

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	6
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	5
--PROFITABILITY	1~10	4
--LIQUIDITY	1~10	5
--LEVERAGE	1~10	5
--RESERVES	1~10	6
--CREDIT LINES	1~10	5
--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	YES
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		46

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.

MIRA INFORM REPORT

INDEX OF CHARGES

Unit