MIRA INFORM REPORT

 

 

Report Date :

04.09.2007

 

IDENTIFICATION DETAILS

 

Name :

COOPER-STANDARD AUTOMOTIVE INDIA PRIVATE LIMITED

 

 

Formerly Known As :

COOPER TIRE AND RUBBER COMPANY INDIA PRIVATE LIMITED

 

 

Registered Office :

Plot No. 3 A, Ford Supplier Park, Kikaranai Village, Melrosapuram Post, Via Singaperumalkoil, Chengalpattu 603204, Tamilnadu

 

 

Country :

India

 

 

Financials (as on) :

31.12.2006

 

 

Date of Incorporation :

26.05.2000

 

 

Com. Reg. No.:

18-45025

 

 

CIN No.:

[Company Identification No.]

U25111TN2000PTC045025

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

CHEC05317E

 

 

PAN No.:

[Permanent Account No.]

AABCC3665P

 

 

Legal Form :

Private Limited Liability Company

 

 

Line of Business :

Manufacturers of Power Steering Hose and Tube Assemblies, Fuel Tube Assemblies, Brake Tube Assemblies.

 

 

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 440000

 

 

Status :

Satisfactory

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Clear

 

 

Comments :

Subject is a well-established and reputed company having satisfactory track. Directors are reported as experienced and respectable businessmen. Trade relations are reported as 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 /

Factory :

Plot No. 3 A, Ford Supplier Park, Kikaranai Village, Melrosapuram Post, Via Singaperumalkoil, Chengalpattu 603204, Tamilnadu, India

Tel. No.:

91-44-27454457

Fax No.:

91-44-27454697

E-Mail :

vallipuram.rajan@csautoint.com

Website :

http://www.cooperstandard.com

 

 

DIRECTORS

 

Name :

Mr. Emmi Jude Joseph

Designation :

Director

Address :

# 912 South Nattes, Birmingham Mi USA – 48009

Date of Birth/Age :

26.12.1960

Date of Appointment :

01.12.2003

 

 

Name :

Mr. Sonam Sinha

Designation :

Director

Address :

Shivani B – 111, A 4 Flat # 40 Eastcoast Road, Thiruvanmiyur, Chennai – 600041, Tamilnadu, India

Date of Birth/Age :

19.03.1968

Date of Appointment :

11.04.2005

 

 

Name :

Mr. V. S. Rajan

Designation :

Director

Address :

C – 3 Srinivasa Apartment 26 Kannaki Street, Korattur, Chennai – 600082, Tamilnadu, India

Date of Birth/Age :

27.04.1967

Date of Appointment :

01.12.2003

 

 

Name :

Mr. K. K. Tiwari

Designation :

Director

Address :

Flat # GA [Shreyas] 4th Seaward Road, Valmiki Nagar, Thiruvanmiyur – 600041, Tamilnadu, India

Date of Birth/Age :

15.05.1969

Date of Appointment :

26.05.2000

 

 

Name :

Mr. Dinesh Panditrao Pawar

Designation :

Director

Address :

H 85, F 4 TNHB First Seaward Road, Valmiki Nagar, Chennai – 600041, Tamilnadu, India

Date of Birth/Age :

10.07.1972

Date of Appointment :

15.07.2000

Date of Ceasing :

06.12.2001

 

 

Name :

Mr. Grieto Lukje

Designation :

Director

Address :

2, Oldham Street, Glenwelg 5045, Australia

Date of Birth/Age :

22.03.1954

Date of Appointment :

06.12.2001

 

 

Name :

Mr. Stephen William Murray

Designation :

Director

Address :

18, Shannon Staffordshire B 77 2 NZ United Kingdom

Date of Birth/Age :

24.02.1960

Date of Appointment :

06.12.2001

 

 

Name :

Mr. Ian Jones

Designation :

Director

Address :

Rosedale Norton Grange, Little Kineton, Warwickshire CV 35 0DP

Date of Birth/Age :

23.02.1961

Date of Appointment :

26.05.2000

Date of Ceasing :

30.11.2003

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

Names of Shareholders

 

No. of Shares

Cooper Standard Automotive Inc.

 

4863375

Cooper Standard Automotive Services Inc.

 

20

Total

 

4863395

 

 

 

Equity Share Breakup

 

 

Category

 

Percentage of Holding

Foreign holdings [Foreign institutional investors, Foreign Companies, Foreign Financial Institutions, Non-resident Indian or Overseas corporate bodies or others]

 

100.00

 

 

BUSINESS DETAILS

 

Line of Business :

Manufacturers of Power Steering Hose and Tube Assemblies, Fuel Tube Assemblies, Brake Tube Assemblies.

 

 

Products :

  • Power Steering Hose and Tube Assemblies
  • Fuel Tube Assemblies
  • Brake Tube Assemblies

 

 

GENERAL INFORMATION

 

Bankers :

Not Available

 

 

 

Banking Relations :

--

 

 

Auditors :

 

Name :

S R Batliboi and Associates

Chartered Accountants

Address :

TPL House, Second Floor, 3, Cenotaph Road, Chennai – 600018, Tamilnadu, India

 

 

Associates/Subsidiaries :

Cooper Standard Automotive Inc.,

39550 Orchard Hill Place, Novi Michigan, USA 48375

 

 

CAPITAL STRUCTURE

 

Authorised Capital :

No. of Shares

Type

Value

Amount

5,000,000

Equity Shares

Rs. 10/- each

Rs. 50.000 Millions

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

4,863,395

Equity Shares

Rs. 10/- each

Rs. 48.634 Millions

 


 

FINANCIAL DATA

[all figures are in Rupees Millions]

 

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

31.12.2006

31.12.2005

31.12.2004

SHAREHOLDERS FUNDS

 

 

 

1] Share Capital

48.634

48.634

48.634

2] Share Application Money

0.000

0.000

0.000

3] Reserves & Surplus

62.325

48.235

49.883

4] (Accumulated Losses)

0.000

0.000

0.000

NETWORTH

110.959

96.869

98.517

LOAN FUNDS

 

 

 

1] Secured Loans

28.182

25.548

25.660

2] Unsecured Loans

1.666

1.444

1.007

TOTAL BORROWING

29.848

26.992

26.667

DEFERRED TAX LIABILITIES

0.000

3.067

4.627

 

 

 

 

TOTAL

140.807

126.928

129.811

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

50.597

51.831

54.270

Capital work-in-progress

0.552

2.231

0.833

 

 

 

 

INVESTMENT

1.055

0.000

0.000

DEFERREX TAX ASSETS

0.000

0.000

0.000

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

55.199

27.067

26.784

 

Sundry Debtors

39.964

36.081

25.064

 

Cash & Bank Balances

19.851

38.500

34.389

 

Other Current Assets

0.000

0.000

0.000

 

Loans & Advances

9.002

4.819

1.685

Total Current Assets

124.016

106.467

87.922

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

 

Current Liabilities

29.519

17.714

9.871

 

Provisions

5.894

15.887

3.343

Total Current Liabilities

35.413

33.601

13.214

Net Current Assets

88.603

72.866

74.708

 

 

 

 

MISCELLANEOUS EXPENSES

0.000

0.000

0.000

 

 

 

 

TOTAL

140.807

126.928

129.811

 

PROFIT & LOSS ACCOUNT

 

PARTICULARS

 

31.12.2006

31.12.2005

31.12.2004

Sales Turnover

240.084

146.778

175.807

Other Income

1.279

1.771

8.891

Total Income

241.363

148.549

184.698

 

 

 

 

Profit/(Loss) Before Tax

26.694

21.056

36.698

Provision for Taxation

9.854

6.089

13.496

Profit/(Loss) After Tax

16.840

14.967

23.202

 

 

 

 

Earnings in Foreign Currency :

 

 

 

 

Export Earnings

0.032

5.316

1.071

 

Other Earnings

0.000

0.103

0.000

Total Earnings

0.032

5.419

1.071

 

 

 

 

Imports :

 

 

 

 

Raw Materials

95.637

43.770

54.855

 

Capital Goods

4.036

4.361

0.000

Total Imports

99.673

48.131

54.855

 

 

 

 

Expenditures :

 

 

 

 

Raw Material Consumed

0.000

87.068

106.383

 

Personnel Expenses

0.000

10.760

9.794

 

Operating and Other Expenses

0.000

19.256

23.521

 

Increase/(Decrease) in Finished Goods

0.000

2.160

0.989

 

Interest

0.372

0.263

0.282

 

Depreciation & Amortization

8.592

7.988

7.032

 

Other Expenditure

207.642

0.000

0.000

Total Expenditure

216.606

127.495

148.001

 

 

KEY RATIOS

 

PARTICULARS

 

 

31.12.2006

31.12.2005

31.12.2004

PAT / Total Income

(%)

6.98

10.08

12.56

 

 

 

 

 

Net Profit Margin

(PBT/Sales)

(%)

11.12

14.35

20.87

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

15.29

13.30

25.81

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

0.24

0.22

0.37

 

 

 

 

 

Debt Equity Ratio

(Total Liability/Networth)

 

0.59

0.63

0.40

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

3.50

3.17

6.65

 

 

LOCAL AGENCY FURTHER INFORMATION

 

 

Fixed Assets

 

  • Leasehold Improvements
  • Plant and Machinery
  • Furniture and Fittings
  • Office Equipments
  • Computer
  • Vehicles

 

Bankers Charges Report as per Registry

 

Name of the company

COOPER-STANDARD AUTOMOTIVE INDIA PRIVATE LIMITED

Presented By

Mr. K. K. Tiwari

1) Date and description of instrument creating the change

Agreement for hypothecation of Tools to secure Trade Advance dated 20.12.2004

2) Amount secured by the charge/amount owing on the securities of charge

Trade Advance Rs. 3.370 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

Hypothecation of Tools proposed to be purchased

4) Gist of the terms and conditions and extent and operation of the charge.

Trade Advance

5) Name and Address and description of the person entitled to the charge.

Ford India Private Limited

S. P. Koil, Chengleput – 603204, Kancheepuram District, Tamilnadu, India

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

 

AS PER WEBSITE

 

Profile

 

It is the mission of Cooper-Standard Automotive to be the leading manufacturer of sealing system products, fluid systems, vibration control applications and other related products while focusing on innovative, continuously improved solutions to their customers' problems with world-class quality, leading edge technologies, service and competitive pricing. Their pledge to ethical, honest principles driven by the spirit, pride and dedication of their people will drive them toward their vision of market leadership and success.

 

Cooper-Standard Automotive News

 

Cooper-Standard Automotive Signs Definitive Purchase Agreement to Acquire Certain Operations of Metzeler Automotive Profile Systems in Europe and Asia

Novi, Mich., June 14, 2007 - Cooper-Standard Automotive Inc. today announced it has signed a definitive sale and purchase agreement with Automotive Sealing Systems S.A. providing for the acquisition by Cooper-Standard of Metzeler Automotive Profile Systems (MAPS) sealing systems operations in Germany, Italy, Poland and Belgium, including joint venture interests in India and China, in accordance with the previously announced Memorandum of Understanding between the parties. The transaction, which is valued at approximately 100 million euros, is subject to certain conditions including regulatory approvals, and is expected to close in the third quarter of 2007. Cooper-Standard’s principal shareholders, Goldman Sachs Capital Partners and The Cypress Group will invest a total of 20 million euros of new equity in Cooper-Standard as part of the financing of the acquisition.

The MAPS operations to be acquired include eight manufacturing facilities in Europe and participations in joint ventures in India and China. The consolidated annual sales of these businesses were approximately US $400 million in 2006. Fiat, BMW, Daimler and Volkswagen Group are among the largest customers of the businesses being acquired.

Cooper-Standard Automotive is a global leader in each of its product lines, which include body & chassis systems and fluid handling systems. The addition of the MAPS businesses will strongly complement Cooper-Standard’s current business in terms of customer base and geographic footprint, with limited overlap. MAPS is a leader in Europe in the development and manufacture of complete automotive weathersealing systems, and the MAPS businesses to be acquired also produce rubber compounds and sheeting products for various industries.

Cooper-Standard Automotive to Acquire Certain Operations of Metzeler Automotive Profile Systems in Europe and Asia


Novi, Mich., June 6, 2007 - Cooper-Standard Automotive Inc. today announced it has signed a Memorandum of Understanding with Automotive Sealing Systems S.A. providing for the acquisition by Cooper-Standard of Metzeler Automotive Profile Systems (MAPS) sealing systems operations in Germany, Italy, Poland and Belgium, including joint venture interests in India and China. The transaction, which is subject to the execution of a definitive purchase agreement and other conditions including regulatory approvals, is expected to close in the third quarter of 2007. Cooper-Standard's principal shareholders, Goldman Sachs Capital Partners and The Cypress Group will invest new equity in Cooper-Standard as part of the financing of the acquisition.

The MAPS operations to be acquired include eight manufacturing facilities in Europe and participations in joint ventures in India and China. The consolidated annual sales of these businesses were approximately $400 million in 2006. Fiat, BMW, Daimler and Volkswagen Group are among the largest customers of the businesses being acquired.

Cooper-Standard Automotive is a global leader in each of its product lines, which include body & chassis systems and fluid handling systems. The addition of the MAPS businesses will strongly complement Cooper-Standard's current business in terms of customer base and geographic footprint, with limited overlap. MAPS is a leader in Europe in the development and manufacture of complete automotive weathersealing systems, and the MAPS businesses to be acquired also produce rubber compounds and sheeting products for various industries.

Jim McElya, Chairman and CEO of Cooper-Standard Automotive, said: "This will be a very positive acquisition for Cooper-Standard. The addition of these Metzeler businesses will significantly expand Cooper-Standard's manufacturing footprint outside of North America and supports our strategy of diversifying our customer base. The share of our direct sales attributable to our traditional North American original equipment customers will be reduced from approximately 62% to 54%. This will further establish Cooper-Standard Automotive as a major supplier in the global automotive supply market.


Ed Hasler, President and COO of Cooper-Standard, said: "Both Cooper-Standard and the MAPS operations we are acquiring have a legacy of technical excellence in the design and manufacture of innovative sealing products. Combining this technical strength with our excellent customer service and global support will help us remain the leader in sealing products for worldwide automotive applications."


About Cooper-Standard Automotive

 

Cooper-Standard Automotive Inc., headquartered in Novi, Mich., specializes in the manufacture and marketing of systems and components for the global automotive industry. Its primary businesses include Body and Chassis Systems, consisting of sealing, noise, vibration, and harshness control parts, and Fluid Handling Systems, consisting of subsystems and components that direct, control, measure, and transport fluids and vapors throughout a vehicle. Cooper-Standard Automotive Inc. employs more than 16,000 across 62 facilities in 15 countries.

Since 1986, Goldman Sachs has raised thirteen private equity and mezzanine investment funds aggregating $56 billion of capital commitments. GS Capital Partners is the private equity vehicle through which The Goldman Sachs Group, Inc., conducts its privately negotiated corporate equity investment activities. GS Capital Partners is currently investing its GS Capital Partners VI fund. GS Capital Partners is a global private equity group with a focus on large, sophisticated business opportunities in which value can be created through leveraging the resources of Goldman Sachs.


The Cypress Group is a private equity investment firm managing more than $3.5 billion of capital. Cypress has an extensive track record of making growth-oriented investments in targeted industry sectors and building equity value alongside proven management teams.

 


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.40.85

UK Pound

1

Rs.82.54

Euro

1

Rs.55.76

 

 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

6

PAID-UP CAPITAL

1~10

6

OPERATING SCALE

1~10

6

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

7

--PROFITABILIRY

1~10

5

--LIQUIDITY

1~10

6

--LEVERAGE

1~10

6

--RESERVES

1~10

6

--CREDIT LINES

1~10

6

--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

 

54

 

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

Unfavourable & favourable factors carry similar weight in credit consideration. 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

NR

In view of the lack of information, we have no basis upon which to recommend credit dealings

No Rating

 

 

 

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