MIRA INFORM REPORT

Report Date :

13.02.2007

IDENTIFICATION DETAILS

Name :	BPL SANYO PRIVATE LIMITED
Registered Office :	17^th K.M. Old Madras Road, Valahalli, Bangalore-560049, Karnataka
Country :	India
Financials (as on) :	31.03.2006
Date of Incorporation :	11.03.1983
Com. Reg. No.:	08-52142
CIN No.: [Company Identification No.]	U03220KA1983PTC005214
TAN No.: [Tax Deduction & Collection Account No.]	BLRB03680F
Legal Form :	Private limited liability company
Line of Business :	Manufacturers, Importers, Exporters, Distributors, Representatives and Dealers of all kinds of VCR, VCP, re-chargeable lantern, push button telephones, etc.

RATING & COMMENTS

MIRA’s Rating :

Ba

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

Maximum Credit Limit :	USD 325000
Status :	Satisfactory
Payment Behaviour :	Regular
Litigation :	Unknown
Comments :	Subject is a well-established and reputed company having satisfactory track. Directors are reported as experienced and respectable businessmen. Trade relations are fair. Business is active. Payments are usually correct and as per commitments. The company can be considered normal for business dealings at usual trade terms and conditions.

LOCATIONS

Registered Office :	17^th K.M. Old Madras Road, Valahalli, Bangalore-560049, Karnataka, India
Tel. No.:	91-80-30619382
Fax No.:	91-80-28472111
E-Mail :	bplcorp.sec@bplmail.com
Corporate Office :	Dynamic House, 64, Church Street, Bangalore – 560001, Karnataka, India
Tel. No.:	91-80-5587787/5587785
Fax No.:	91-80-5587787
Factory :	Plot No. 1, KIADB Industrial Area, Doddabalapur, Bangalore – 561203, Karnataka, India
Tel. No.:	91-80-27624562/2345
Fax No.:	91-80-27622345
Area :	25000 sq. ft.
Location :	Owned

DIRECTORS

Name :	Mr. TPG Nambiar
Designation :	Chairman
Address :	4, Ali Asgar Road, Cunningham Road, Crs, Bangalore – 560052, Karnataka
Date of Birth/Age :	25/01/1929
Date of Appointment :	11/03/1983
Name :	Mrs. Anju Chandrasekhar
Designation :	Managing Director
Address :	133, Defence Colony, 4^th Main, 4^th Cross, Indira Nagar, Bangalore – 560038, Karnataka
Date of Birth/Age :	19/05/1967
Date of Appointment :	01/08/1994
Name :	Mr. KPR Nambiar
Designation :	Director
Address :	2993, 12^th Main, HAL, II Stage, Bangalore – 560038, Karnataka
Date of Birth/Age :	15/01/1926
Date of Appointment :	01/11/1983
Name :	Mr. Jayanth K. Kumar
Designation :	Director
Address :	586, IV Block, Koramangala, Bangalore – 560034, Karnataka
Date of Birth/Age :	19/08/1944
Date of Appointment :	23/03/1987
Name :	Mr. Hiroshi Ono
Designation :	Director
Address :	1-28-17, Tsdaminamihiraka, Osaka, Japan
Date of Birth/Age :	06/08/1943
Date of Appointment :	11/09/1997
Name :	Mr. Chettuvetty R. Menon
Designation :	Director
Address :	A2, 1^st Floor, Brunton Court, 5/6, Brunton Cross Road, Bangalore-580025, Karnataka
Date of Birth :	17.05.1944
Date of Appointment :	20/09/2002
Name :	Tsuyoshi Shinokubo
Designation :	Director
Address :	1-18, Hon-Machi 1- Chome Athena-Moriguchi-703, Moriguchi City, Osaka, Japan-5700028
Date of Birth :	15.08.1945
Date of Appointment :	24-09-2003
Name :	Mr. A. C. Poovanna
Designation :	Assistant Company Secretary

MAJOR SHAREHOLDERS

Names of Shareholders	No. of Shares
P. T. Nambiar	10
Mr. Rayarappan Nambiar	10
Mr. KK Narayanan Nambiar	3
Mr. Ajit Nambiar	11
Mr. Rajeev Chandrasekhar	1000
Sanyo Electric Company Limited	1420000
Sanyo Sales and Marketing Corporation	1420000
Dynamic Electronics Private Limited	788994
Mr. Sanjeev Sethi	3500000

BUSINESS DETAILS

Line of Business :

Manufacturers, Importers, Exporters, Distributors, Representatives and Dealers of all kinds of VCR, VCP, re-chargeable lantern, push button telephones, etc.

GENERAL INFORMATION

No. of Employees :	200
Bankers :	Ø Canara Bank Ø State Bank of Mysore Ø Citi Bank NA
Banking Relations :	Unknown
Auditors :	Varma and Varma Chartered Accountants No.565, 17^th Cross, 2^nd Stage, Indranagar, Bangalore-560038, Karnataka, India
Associates :	Ø BPL Group, India Ø Sanyo Group, Japan
Collaborations :	Ø Sanyo, Japan

CAPITAL STRUCTURE

Authorised Capital :

No. of Shares	Type	Value	Amount
10000000	Equity Shares	Rs. 10/- each	Rs. 100.000 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
7110080	Equity Shares	Rs. 10/- each	Rs. 71.101 millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2006
SHAREHOLDERS FUNDS
1] Share Capital		71.101
3] Reserves & Surplus		13.988
NETWORTH		85.089
LOAN FUNDS
1] Secured Loans		25.543
TOTAL BORROWING		25.543
DEFERRED TAX LIABILITIES		0.000
TOTAL		110.632
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		20.574
Capital work-in-progress		0.000
INVESTMENT		0.000
DEFERRED TAX ASSETS		2.077
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	98.535
	Sundry Debtors	24.550
	Cash & Bank Balances	27.874
	Other Current Assets	1.053
	Loans & Advances	29.573
Total Current Assets		181.585
Less : CURRENT LIABILITIES & PROVISIONS
	Current Liabilities	76.488
	Provisions	17.116
Total Current Liabilities		93.604
Net Current Assets		87.981
MISCELLANEOUS EXPENSES		0.000
TOTAL		110.632

KEY RATIOS

PARTICULARS		31.03.2006
PAT / Total Income	(%)	NA
Net Profit Margin (PBT/Sales)	(%)	NA
Return on Total Assets (PBT/Total Assets}	(%)	NA
Return on Investment (ROI) (PBT/Networth)		NA
Debt Equity Ratio (Total Liability/Networth)		1.40
Current Ratio (Current Asset/Current Liability)		1.94

LOCAL AGENCY FURTHER INFORMATION

Form 8 Particular for creation or modification of charges

Name of the company	BPL Sanyo Limited
Presented By	Brig. S. C. Sethi, VSM (Retired), Director
1) Date and description of instrument creating the change	13.04.1987. Deed of hypothecation executed by the company in favour of Industrial Finance Corporation of India (hereinafter referred to as the lenders). A certified copy of the said deed of hypothecation ids enclosed.
2) Amount secured by the charge/amount owing on the securities of charge	The bridging loan of Rs.8.190 millions agreed to be lend and advanced by IFCI to the company together with interest, additional interest, liquidated damages, commitment charges, premia on prepayment or on redemption, costs, charges, expenses and all other moneys payable by the company to IFCI in terms of the bridging loan agreement dared 13.04.1987 between the lenders of the other part.
3) Short particular of the property charged. If the property acquired is subject to charge, date of the acquired of the property should be given	The whole of the movable of the properties of the company including its movable plant and machinery spares, tools and accessories and other movables, both present and future whether installed or not and whether now lying loose or in cases or which are now lying or stored or about or shall hereafter from time to time during the continuance of the security be brought into or upon or be stored or to be in or about the company’s factories, premises and godowns or wherever else the same may be or be held by any party to the order or disposition of the company or in the course of transit or on high seas or on order, or delivery howsoever and where soever in the possession of the company and either by way of substitution of addition.
4) Gist of the terms and conditions and extent and operation of the charge.	The charge operates as security, liquidated damages, premia on prepayment of costs, charges, expenses and moneys payable by the company in terms of said loan agreement The charge in favour of IFCI under the said deed of hypothecation is subject to the charges created and or to be created by the company in faovur of its bankers on the company’s stocks finished goods and consumable stores and book eddebts and such other movable as may be specifically permitted to secure its working capital requirements in the ordinary course of business. The company has undertake to keep the goods hypothecated in marketable and good condition at its own costs and to insure the same in the joint names of the company and the lender. All the goods hypothecated and all the realizations and insurance proceeds thereof and all document sin respect of the said security are to be kept distinguishable and held as the exclusive property of the lenders. The security created under the said deed of hypothecation is to be a continuing security.
5) Name and Address and description of the person entitled to the charge.	Industrial Finance Corporation of India Bank of Baroda Building, 16, Sand Marg, Post Box No.363, New Delhi-110001 and IFC Bhavan, No.3, Cubbonpet Main Road, N R Square, Bangalore-560002
6) Date and brief description of instrument modifying the charge	Not Applicable
7) Particulars of modifications specifying the terms and conditions or the extent of operations of the charge in which modification is made and the details of the modification.	Not Applicable

Name of the company	BPL Sanyo Limited
Presented By	Mr. TPG Nambiar
1) Date and description of instrument creating the change	07.02.1987 – Agreement open cash credit
2) Amount secured by the charge/amount owing on the securities of charge	Rs.20.000 millions
3) Short particular of the property charged. If the property acquired is subject to charge, date of the acquired of the property should be given	Against hypothecation of raw materials, stock in process, finished goods, spares and components and such other goods acceptable to the bank belonging to the company and located at the factory No.17^th KM, Old Madras Road, Bangalore-49 and hypothecation genuine bill s drawn on Government / Semi Government Departments and first rate joint stock companies of not older than 45 days
4) Gist of the terms and conditions and extent and operation of the charge.	Rate of Interest at 7.50% per annum above the RBI rate with a minimum of 17.5% p.a.
5) Name and Address and description of the person entitled to the charge.	Canara Bank, Cantonment Branch, No.88, M. G. Road, Bangalore-560001
6) Date and brief description of instrument modifying the charge	F.900 dated 28.07.1987, Agreement for discounting of supply bills. F.928 dated 28.07.1987, Agreement of hypothecation of book debts (both the agreements relate to single charge) .
7) Particulars of modifications specifying the terms and conditions or the extent of operations of the charge in which modification is made and the details of the modification.	Supply Bills and book debts to an extent of Rs.5.000 millions are taken as security to amount mentioned at Item 2 above. Hence we are filling this charge.

Generic names of the principal products of the company are:

· Closed Circuit Television System

· Push Button Telephones

· Re-chargeable Lantern

· Video Cassette Player

It is in trade terms with:

v Giri Packaging

v Innova Printing and Packaging Private Limited

v Sanyo, Japan

v Priti Industries

v Power Electronics

The company’s fixed assets of important value include land, building, plant & machinery, furniture & fixtures and development expenses.

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 records 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.44.16
UK Pound	1	Rs.86.00
Euro	1	Rs.57.56

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	6
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	5
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	7
--PROFITABILIRY	1~10	4
--LIQUIDITY	1~10	6
--LEVERAGE	1~10	6
--RESERVES	1~10	5
--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
TOTAL		49

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		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	Unfavourable & favourable factors carry similar weight in credit consideration. Capability to overcome financial difficulties seems comparatively below average/normal.	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

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