MIRA INFORM REPORT

Report Date :

19.09.2007

IDENTIFICATION DETAILS

Name :	JONAS WOODLEAD AND SONS PRIVATE LIMITED
Registered Office :	59, Thiruneermalai Road, Chrompet, Chennai – 600 044, Tamilnadu
Country :	India
Financials (as on) :	31.03.2006
Date of Incorporation :	08.03.1963
Com. Reg. No.:	004987
CIN No.: [Company Identification No.]	L34103TN1963PLC004987
TAN No.: [Tax Deduction & Collection Account No.]	CHEJ00229F
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturers of parts and accessories for motor vehicles and their engines.

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 230000
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:	No. 119, Thiruneermalai Road, Chrompet, Madras – 600 044, Tamilnadu, India
Tel. No.:	91-44-22211738
Fax No.:	91-44-22417957
E-Mail:	jonas@vsnl.com
Corporate Office :	21, II Floor, Chaitanya Centre, Khader Nawaz Khan Road, Chennai – 600 006, Tamilnadu, India
Tel. No.:	91-44-28333663 /2131
Fax No.:	91-44-28330687
E-Mail :	jonas@woodheadsprings.com manian@woodheadsprings.com
Website :	http://www.woodheadsprings.com

DIRECTORS

Name :	Mr. Purshottam B. Modi
Designation :	Chairman
Address :	303 Modi House, Linking Road, Khar, Mumbai – 400 052, Maharashtra, India
Date of Birth/Age :	01.10.1928
Date of Appointment :	28.05.1987
Name :	Mr. Naresh P. Modi
Designation :	Managing Director
Address :	21, Kasturi Rangan Road, Alwarpet, Chenna – 600 018, Tamilnadu, India
Date of Birth/Age :	24.06.1956
Date of Appointment :	29.02.1984
Name :	Mr. Ramesh P. Modi
Designation :	Director
Address :	303 Modi House, Linking Road, Khar, Mumbai – 400 052, Maharashtra, India
Date of Birth/Age :	03.07.1954
Date of Appointment :	27.09.2001
Name :	Mrs. M S Merchant
Designation :	Director
Address :	1413/1, Woodlands, Pedder Road, Mumbai – 400 026, Maharashtra, India
Date of Appointment :	29.02.1984
Name :	Mr. Babubhai T. Suchede
Designation :	Director
Address :	15 Gee Gee Apartments, Kasturi Estate, Chennai – 600 086, Tamilnadu, India
Date of Birth/Age :	08.03.1930
Date of Appointment :	23.01.1990
Name :	Mr. Kishan Dalmia
Designation :	Director
Address :	20, J C Road, Bangalore – 560 002, Karnataka, India
Date of Birth/Age :	20.07.1948
Date of Appointment :	21.01.1999
Name :	Mr. R N Bansal
Designation :	Director
Address :	9 Birla Flats, Arya Samaj Road, New Delhi – 110 005, India
Date of Birth/Age :	15.07.1930
Date of Appointment :	22.09.1995

KEY EXECUTIVES

Name :	Mr. Yashaprabha
Designation :	Company Secretary
Name :	Mr. A. Venkatesan
Designation :	General Manager – Finance

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

Names of Shareholders	No. of Shares
Government Sponsored Financial Institutions
General Insurance Corporation of India	1100
United India Insurance Company Limited	13900
Bodies Corporate
Jalandhar Motor agency	784
The Investment Trust of India Limited	150
Mayuka Investments Limited	75
Deccan Investment Holdings Limited	50
Kapil Investments Private Limited	350
P B Modi Holdings Limited	529300
Directors Holdings:
Mr. Purshottam Modi	2500
Mr. Naresh Modi	47894
Mr. Babubhai Suchede	1200
Mr. R N Bansal	2500
Others:
Mr. Ramnath Sharma	74000
Mr. Baijnath Sharma	74000
Mrs. Kavita Modi	2700
Mr. S. Lakshman	500
Mr. R. Viswanathan	500
Mr. M. Krishnamoorthy	485

Category	Percentage of Holding
Public Financial Companies	1.00
Nationalized or other Banks	0.01
Bodies corporate (not mentioned above)	76.04
Directors or relatives of directors	4.00
Other top fifty (50) shareholders (other than listed above)	16.36
Others	2.59
Total	100.00

BUSINESS DETAILS

Line of Business :

Manufacturers of parts and accessories for motor vehicles and their engines.

Products :

Product Code	Product Description
732010	Leaf Springs

Exports :

Countries :

Australia, Asia and Europe

PRODUCTION STATUS

Particulars	Unit	Actual Production
Multi leaf and Parabolic springs for Trucks, Trailers, Buses, Light Commercial and Passenger Vehicles	MT	1000

GENERAL INFORMATION

Suppliers :

v Sarda Agro Engineering Products

v Sri Saai Tools and Dies

v Sri Sakthi Fasteners Manufacturers and Exporters

v Sri Durga Indstries

v Industrial Engineers (India)

v Blaze Enterprises

v Sooriya Industries

v Abilac Paints and Chemicals Private Limited

No. of Employees :

250

Bankers :

Canara Bank

787, Mount Road, Chennai – 600 002, Tamilnadu, India

Facilities :

Particulars	As on 31.03.2005 Rs. in Millions
Secured Loans
From Bankers:
Term Loan (Secured by Hypothecation of Land, Buildings, Plant and machinery, tools and accessories, existing, acquired and to be acquired out of this loan and guaranteed by Managing Director)	9.286
Cash Credit (Secured by Hypothecation of Raw Materials, Semi-Finished and Finished Goods, Book Debts and charge on Land and Buildings and guaranteed by Managing director)	6.963
From Others:
Hire Purchase Credit	1.080
Repayable within one year
Term Loan	5.600
HP Credit	0.657
Total	23.586
Unsecured Loans
From Promoters and their group	54.548
From Companies	13.662
Total	68.210

Banking Relations :	Satisfactory
Auditors :
Name :	R. Thiagarajan Chartered Accountants
Address :	III Block, Ground Floor, Kences Enclave, No. 1, Ramkrishna Street, T Nagar, Chennai – 600 017, Tamilnadu, India
Membership:	v Federation of Indian Export Organizations (FIEO) v Indo-German Chamber of Commerce (IGCC) v The Confederation of Indian Industries (CII) v Assocham v Madras Management Association (MMA)
Associates/Subsidiaries :	v Abhishek International Services Private Limited v Akshay Properties Private Limited v P B Modi Investments Limited v Rajwant Properties Private Limited v Reliance Tobacco Limited v P B Modi and Sons Private Limited

CAPITAL STRUCTURE

Authorized Capital:

No. of Shares	Type	Value	Amount
3900000	Equity Shares	Rs. 10.00 each	Rs. 39.000 millions
100000	Preference Shares	Rs. 10.00 each	Rs. 1.000 million
	Total		Rs. 40.000 millions

Issued, Subscribed & Paid-up Capital:

No. of Shares	Type	Value	Amount
1504800	Equity Shares (Of the above, 46600 Equity shares have been allotted as fully paid pursuant to a contract without payment being received in cash)	Rs. 10.00 each	Rs. 15.048 millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2006	31.03.2005	31.03.2004
SHAREHOLDERS FUNDS
1] Share Capital		15.048	15.048	15.048
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		44.149	44.999	45.142
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		59.197	60.047	60.190
LOAN FUNDS
1] Secured Loans		36.769	18.059	17.104
2] Unsecured Loans		66.832	68.210	61.611
TOTAL BORROWING		103.601	86.269	78.715
DEFERRED TAX LIABILITIES		7.536	7.390	7.583
TOTAL		170.334	153.706	146.489
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		112.270	102.532	105.052
Capital work-in-progress		3.446	9.759	4.409
INVESTMENT		0.234	0.234	0.234
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	24.034	21.049	26.822
	Sundry Debtors	57.193	57.994	48.773
	Cash & Bank Balances	5.318	3.610	3.445
	Other Current Assets	0.000	0.000	5.544
	Loans & Advances	2.914	5.866	84.584
Total Current Assets		89.459	88.519	169.168
Less : CURRENT LIABILITIES & PROVISIONS
	Current Liabilities	34.652	47.089	47.622
	Provisions	0.423	0.250	0.170
Total Current Liabilities		35.075	47.339	47.792
Net Current Assets		54.384	41.180	36.793
MISCELLANEOUS EXPENSES		0.000	0.001	0.001
TOTAL		170.334	153.706	146.489

PROFIT & LOSS ACCOUNT

PARTICULARS		31.03.2006	31.03.2005	31.03.2004
Sales Turnover		166.642	187.975	164.317
Other Income		2.800	2.248	4.027
Total Income		169.442	190.223	199.574
Profit/(Loss) Before Tax		0.433	0.818	0.497
Provision for Taxation		0.358	(0.192)	0.221
Profit/(Loss) After Tax		0.075	1.010	0.276
Export Value		NA	28.564	10.449
Expenditures :
	Raw Materials Consumed and Expenses	88.927	94.120	164.490
	Increase or decrease in finished goods, work-in-progress	1.109	(1.865)	0.000
	Salaries, wages and bonus	7.571	7.833	0.000
	Managerial Remuneration	0.165	0.050	0.000
	Payment of Auditors	0.087	0.062	0.000
	Interest	0.650	0.471	2.877
	Insurance Expenses	0.213	0.374	0.000
	Power and Fuel	10.752	8.418	0.000
	Depreciation and amortization	8.402	7.771	5.687
	Other Expenditure	51.133	53.791	0.000
Total Expenditure		169.009	189.405	173.054

KEY RATIOS

PARTICULARS		31.03.2006	31.03.2005	31.03.2004
PAT / Total Income	(%)	0.04	0.53	0.14
Net Profit Margin (PBT/Sales)	(%)	0.26	0.44	0.30
Return on Total Assets (PBT/Total Assets}	(%)	0.21	0.43	0.18
Return on Investment (ROI) (PBT/Networth)		0.01	0.01	0.01
Debt Equity Ratio (Total Liability/Networth)		2.34	2.23	2.10
Current Ratio (Current Asset/Current Liability)		2.55	1.87	3.54

LOCAL AGENCY FURTHER INFORMATION

Fixed Assets

Land

Buildings

Machinery

Computers

Furniture and Fixtures

Vehicles

Contingent Liabilities as on 31.03.2005

a) Guarantees issued by Bank – Rs. 0.100 millions

b) Bills Discounted - -

c) No Provision is considered necessary for the disputed sales tax demand of Rs. 1.119 millions as the company has gone on appeal against the order of the Assessing Officer.

d) Claims against the Company not acknowledged as debt – Rs. 4.830 millions

Form 8

Name of the company	JONAS WOODLEAD AND SONS PRIVATE LIMITED
Presented By	Mr. Naresh Modi, Managing Director
1) Date and description of instrument creating the change	Deed of Hypothecation of Machinery dated 18.07.2000
2) Amount secured by the charge/amount owing on the securities of charge	Rs. 29.500 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	Plant and Machinery procured / to be procured and installed / to be installed at the Company’s new plant and for the Company’s modernization / expansion of project at 82, Thinmeermalai Road, Chrompet, Chennai – 600 044
4) Gist of the terms and conditions and extent and operation of the charge.	Interest shall be 16% per annum charges will be in operation till the Company’s Liability under term loan is settled in full.
5) Name and Address and description of the person entitled to the charge.	Canara bank 787, Mount Road, Chennai – 600 002
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

Website details attached:

Subject Established in 1963 manufacturing Multi Leaf Springs and Spring Assemblies for Heavy/Light Commercial Vehicles, Trucks, Trailers, Jeeps and Cars. Over the past 4 decades, they have earned the patronage and trust of Original Equipment Manufacturers (OEMs), Trailer Manufacturers, Defence Establishments; State Transport Undertakings (State Government Supplies) besides a wide network of distributors and dealers catering to aftermarket needs in domestic and international markets.

Evolving with time and adapting latest technology, JONAS WOODHEAD & SONS (INDIA) LTD., is supplying MULTI LEAF SPRINGS* and PARABOLIC SPRINGS* for a wide range of applications in domestic and global markets. Their certification for ISO / TS 16949:2002 reflects their team’s consistency to meet stringent quality standards, delivery schedules and commitment to ensure customer delight.

Backed by half century of industry knowledge and rich R&D experience, their team of motivated, young graduate engineers and skilled professionals are constantly innovating and value engineering to deliver them with true quality products at competitive price.

Products & Application:

Their Standard product range comprises of over 10,000 part numbers to cater to Heavy and Light Commercial vehicles, Trailers, Cars, Jeeps, Stationary Vehicles, Mining Trucks, and Multi Utility Vehicles and Oil Tankers.

They are capable of producing customized multi and parabolic spring leaves to the specifications falling within the range given below.

	Dimension Range
	Minimum	Maximum
Width	45 mm	120 mm
Thickness	5 mm	35 mm
Length	260 mm	2000 mm

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. 39.82
UK Pound	1	Rs. 80.85
Euro	1	Rs. 56.22

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	8
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	5
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	6
--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		50

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