MIRA INFORM REPORT

Report Date :

21.02.2008

IDENTIFICATION DETAILS

Name :	ADITYA AUTO PRODUCTS AND ENGINEERING (INDIA) PRIVATE LIMITED
Registered Office :	Plot No. 13E, KIADB Industrial Area, Doddaballapur, Bangalore 561 203, Karnataka
Country :	India
Financials (as on) :	31.03.2007
Date of Incorporation :	05.07.1996
Com. Reg. No.:	08-20766
CIN No.: [Company Identification No.]	U35204KA1996PTC020766
TAN No.: [Tax Deduction & Collection Account No.]	BLRA04872A
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturers and Suppliers of Automobile Window Regulators, Drum Cable.

RATING & COMMENTS

MIRA’s Rating :

A

RATING		STATUS	PROPOSED CREDIT LINE
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

Maximum Credit Limit :	USD 666000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a well established and reputed company having fine 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/ Door and Access Division/ Manufacturing Division :	Plot No. 13E, KIADB Industrial Area, Doddaballapur, Bangalore 561 203, Karnataka, India
Tel. No.:	91-80-27622707/ 27623329
Fax No.:	91-80-27625040
E-Mail :	mktg@adityaauto.com , sureshs@adityaauto.com , cjayram@vsnl.com
Website :	http://www.adityaauto.com
Wiring Harness and Integrated products Division :	179, Bommasandra Industrial Area, Hosur Road, Bangalore 560 099, Karnataka, India
Tel. No.:	91-80-27832955
Fax No.:	91-80-27831103
E-Mail :	mktg@adityaauto.com
Aditya-Dura Division :	181, Bommasandra Industrial Area, Hosur Road, Bangalore 560 099, Karnataka, India
Tel. No.:	91-80-27835955
Fax No.:	91-80-27831103
E-Mail :	mktg@adityaauto.com

DIRECTORS

Name :	Mr. T Sriram
Designation :	Director
Address :	25/ 1, North Public Sovvare Road, Basavangudi, Bangalore 560 004, Karnataka, India
Date of Birth/Age :	07.04.1948
Date of Appointment :	27.10.2004
Name :	Mr. C Jayaraman
Designation :	Managing Director
Address :	727, 5^th Cross, Yelahanka New Town, Bangalore 560 064, Karnataka, India
Date of Birth/Age :	26.10.1949
Date of Appointment :	03.06.1998
Name :	Mr. Namasivayam Reguraj
Designation :	Director
Address :	539, 2^nd Main, RMV 2^nd Stage, 3^rd Block, Bangalore 560 094, Karnataka, India
Date of Birth/Age :	06.08.1942
Date of Appointment :	17.08.1998
Name :	Mr. N C Srinivasan
Designation :	Director
Address :	7C, Sukhi Apartments, 17, Rhenius Street, Richmond Town, Bangalore 560 025, Karnataka, India
Date of Birth/Age :	28.05.1945
Date of Appointment :	21.08.2004
Name :	Mr. Gisbert George Bluemel
Designation :	Director
Address :	Mozartstrasse 8, Offenburg, Germany 77654
Date of Birth/Age :	15.12.1941
Date of Appointment :	30.09.2006
Name :	Mr. William Robert Bypass
Designation :	Director
Address :	16, Myrnong Crescent, Toorak, Victoria, Australia 3142
Date of Birth/Age :	28.10.1949
Date of Appointment :	30.09.2006

KEY EXECUTIVES

Name :	Mr. Sundaresh A V
Designation :	Company Secretary
Address :	No. 147, (Old No. 150), 1^st Floor, Malleshwaram Arcade, Above Nilgiris, 7^th Cross, Margosa Road, Malleswaram, Bangalore 560 003, Karnataka, India
Tel. No.:	91-80-41281365
Mobile No.:	91-9844007026
Fax No.:	91-80-23362085
E-Mail :	sundareshav@rediffmail.com

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

Names of Shareholders	No. of Shares
Mrs. Uma Jayaraman	150300
Mr. C Jayaraman	566300
Mr. N Reguraj	135300
Mr. Mihir Jayaraman	150000
Mr. Tejas Jayaraman	150000
Mrs. Rajalakshmi Balsubramanian	150000
Mr. R Nagendran	150000
Mr. R Mahesh	150000
Mrs. Sujatha Srinivasan	15000
Mr. Surya Sriram	30000
Mr. Chandra Mani	15000
Mr. Shailendra Aggarwal	7500
Mr. Rajesh Nair	3000
Mr. S Suresh	8500
Mr. Pratap Rajagopal	3000
Mr. K V Praveen	3000
Mr. H K Nandakumar	3000
Mr. Prabhakar Manoli	6000
Mr. M Maheshbabu	3000
Mr. Sathish Kamath	3000
Mr. M Hrishikesh	1500
Mr. Sattar Khan	5000
Mr. G Chandrashekhar	3000
Others	9000
Total	1720400

BUSINESS DETAILS

Line of Business :	Manufacturers and Suppliers of Automobile Window Regulators, Drum Cable.
Products :	* Automotive Components * Wiring Harness Assembly * Drum Cable

GENERAL INFORMATION

Customers :	Domestic * Maruti Suzuki * Mahindra and Mahindra Limited * Tata Motors * Ashok Leyland Limited * Eicher Motors * PIAGGIO Overseas * ArvinMeritor * Robert Bosch * Kongsberg Automotive * KRAH-RWI * ESAB
Bankers :	* Kotak Mahindra Bank Limited, 36-38A, Nariman Bhavan, 227, D, Nariman Point, Mumbai 400 021, Maharashtra, India * Standard Chartered Bank, 26/27, Raheja Towers, M G Road, Bangalore 560 001, Karnataka, India
Facilities :	--

Banking Relations :	Satisfactory
Auditors :
Name :	Deloitte Haskins and Sells Chartered Accountants
Address :	100/2, Richmond Road, Bangalore 560 025, Karnataka, India
Subsidiaries :	* Rehans Graphics Private Limited
Enterprises under common control :	* Pranav Eximp Private Limited

CAPITAL STRUCTURE

Authorised Capital :

No. of Shares	Type	Value	Amount
5000000	Equity Shares	Rs. 10/- each	Rs. 50.000 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
2125700	Equity Shares	Rs. 10/- each	Rs. 21.257 millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2007	31.03.2006	31.03.2005
SHAREHOLDERS FUNDS
1] Share Capital		21.257	17.204	13.683
2] Share Application Money		0.502	0.000	0.000
3] Reserves & Surplus		144.753	80.375	56.992
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		166.512	97.579	70.675
LOAN FUNDS
1] Secured Loans		149.388	156.216	88.316
2] Unsecured Loans		29.606	16.428	17.714
TOTAL BORROWING		178.994	172.644	106.030
DEFERRED TAX LIABILITIES		13.059	11.498	6.476
TOTAL		358.565	281.721	183.181
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		146.870	125.111	72.287
Capital work-in-progress		48.804	11.434	29.783
INVESTMENT		2.984	2.984	4.076
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	100.765	70.532	82.322
	Sundry Debtors	119.476	122.484	80.546
	Cash & Bank Balances	6.054	3.116	7.420
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	81.383	47.077	26.815
Total Current Assets		307.678	243.209	197.103
Less : CURRENT LIABILITIES & PROVISIONS
	Current Liabilities	90.685	60.729	99.868
	Provisions	57.086	40.288	20.200
Total Current Liabilities		147.771	101.017	120.068
Net Current Assets		159.907	142.192	77.035
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		358.565	281.721	183.181

PROFIT & LOSS ACCOUNT

PARTICULARS		31.03.2006	31.03.2005
Sales Turnover		537.074	417.355
Other Income		17.379	7.903
Total Income		554.453	425.258
Profit/(Loss) Before Tax		52.600	21.531
Provision for Taxation		23.332	6.893
Profit/(Loss) After Tax		29.268	14.638
Earnings in Foreign Currency :
	Export Earnings	142.677	39.902
	Commission Earnings	NA	NA
	Other Earnings	NA	NA
Total Earnings		172.677	39.902
Imports :
	Raw Materials	168.158	185.301
	Stores & Spares	NA	NA
	Capital Goods	NA	NA
	Others	NA	NA
Total Imports		168.158	185.301
Expenditures :
	Financial Charges	10.652	5.695
	Depreciation & Amortization	11.007	6.352
	Other Expenditure	455.191	379.053
Total Expenditure		476.850	391.100

KEY RATIOS

PARTICULARS		31.03.2007	31.03.2006	31.03.2005
PAT / Total Income	(%)	--	5.27	3.44
Net Profit Margin (PBT/Sales)	(%)	--	9.48	5.06
Return on Total Assets (PBT/Total Assets}	(%)	--	13.74	7.10
Return on Investment (ROI) (PBT/Networth)		--	0.53	0.30
Debt Equity Ratio (Total Liability/Networth)		3.04	3.92	4.29
Current Ratio (Current Asset/Current Liability)		2.08	2.40	1.64

LOCAL AGENCY FURTHER INFORMATION

FORM 8

This form is for	Modification of charge
Whether charge is modified in favour of asset reconstruction company (ARC) of assignee	No
Charge Identification (ID) number of the charge to be modified	10010644
Corporation identity number (CIN) or foreign company registrations number of the company	U35204KA1996PTC020766
Name of the company	ADITYA AUTO PRODUCTS AND ENGINEERING (INDIA) PRIVATE LIMITED
Address	Plot No. 13E, KIADB Industrial Area, Doddaballapur, Bangalore 561 203, Karnataka
Type of Charges	Immovable property, book debts, movable property
Whether consortium finance is involved	No
Whether joint charge involved	Yes
Number of charge holder(s)	2
Particular of the charge holder	Kotak Mahindra Bank Limited 36-38A, Nariman Bhavan, 227, D, Nariman Point, Mumbai 400 021, Maharashtra, India
Nature or description of the instrument creating or modifying the charge	Composite deed of hypothecation Affidavit cum indemnity by mortgagor
Date of the instrument creating charge	06.11.2007
Whether charge created or modified outside India	No
Amount Secure by the charge	Rs. 176.200 millions
Brief particulars of the principal terms and conditions and extent and operation of the charge	Rate of Interest: as stipulated by the bank from time to time Terms of repayment: as stipulated by the bank from time to time Margin: as stipulated by the bank from time to time Extent and operation of the charge: as mentioned in the “Agreement” and “Attachment”
Short particulars of the Property charged	As mentioned in the attachment
Whether any of the property or interest therein under reference is not registered in the name of the company	No
Particulars of the present modification	By the present modification the overall limit has been enhanced to Rs. 176.200 millions and the existing charge on the current assets and the immovable properties belonging to the company shall secure by way of pari passu charge with Standard Chartered Bank to cover the enhanced limit and the details of which are given by way “Attachemnt” to field no. 14 of this form.

Name of the company	ADITYA AUTO PRODUCTS AND ENGINEERING (INDIA) PRIVATE LIMITED
Presented By	ADITYA AUTO PRODUCTS AND ENGINEERING (INDIA) PRIVATE LIMITED
1) Date and description of instrument creating the change	Agreement of hypothecation of stocks and book debts dated 23.03.2005 executed by Aditya Auto Products and Engineering (India) Private Limited, in favour of Standard Chartered Bank (hereinafter called “the Bank”)
2) Amount secured by the charge/amount owing on the securities of charge	Credit facilities or accommodation upto a maximum principal amount of Rs. 30.000 millions by way of working capital to Aditya Auto Products and Engineering (India) Private Limited
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	i) hypothecation of all the stock in trade both present and future consisting of raw materials, finished goods, goods in process of manufacturing at 13D, KIADB Industrial Area, Doddaballapur, Bangalore other merchandise whatsoever, being movable properties now or at any time hereafter belonging to the borrower or at the borrower disposal and now or at any time and from time to time hereafter stored or to be stored or brought into or upon or in course of transit to the borrower facility or premises or at any other place whatsoever and whatsoever in the borrower possession or occupation or at any other premises or place and ii) all the present and future book debts, outstandings monies receivable, claims and bills which are now due and owing or which may at any time hereafter during the continuance of this security become due or owing to the borrower I the course if its business by any person, firm, company or body corporate or by the government department or office or any municipal or local or public or semi government body or authority or any body corporate or undertaking or project whatever in the public sector
4) Gist of the terms and conditions and extent and operation of the charge.	First and sole charge on stock and book debts at 13D, KIADB Industrial Area, Doddaballapur, Bangalore 561023, as security under the agreement of hypothecation of stocks and book debts dated 23.03.2005 provided by the company to the bank for the working capital facilities of Rs. 30.000 millions availed by Aditya Auto Products and Engineering (India) Private Limited, from the bank
5) Name and Address and description of the person entitled to the charge.	Standard Chartered Bank 26/27, Raheja Towers, M G Road, Bangalore 560 001, Karnataka, India
6) Date and brief description of instrument modifying the charge	Supplemental hypothecation agreement of stock and book debts dated 05.12.2005 for Rs. 60.000 millions in favour of Standard Chartered Bank.
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.	First and sole charge on stock and book debts at 13D, KIADB Industrial Area, Doddaballapur, Bangalore 561023, as security under the supplemental hypothecation agreement of stock and book debts provided by the company to the bank for the working capital facilites of Rs. 60.000 millions availed by Aditya Auto Products and Engineering (India) Private Limited, from the bank

AS PER WEB:

Profile

Subject is a privately owned and professionally managed organization, engaged in the business of design & manufacture of system & sub system to meet the requirements of the growing automobile industry.

Beginning as Autarky Auto in April 1989 and established as Subject in February 1999, the company has its headquarters in Bangalore, India, and works closely with leading Automotive OEMs & Global tier 1 industry, both in India and the rest of the world.

At Aditya Auto, core competencies lie in the design and manufacture of a wide range of products and crucial components for leading automobile brands across a large spectrum of vehicles, crafting design prototypes, engineering turnkey solutions besides providing testing & validation services.

India is fast emerging as an alliance and outsourcing destination of choice for global automobile majors across the value chain with Contract Manufacturing of auto components constituting a huge and potent revenue model for Indian companies.

Subject has been proactive in utilizing this opportunity, thanks to the formidable strength the company enjoys in terms of skilled human resource. At Aditya Auto, people constitute a vital ingredient in enabling the company to provide the best in products and services, ensuring value for money while maintaining the highest levels of quality.

At Aditya Auto, core business is the design, development & manufacture of Door & Access products, Wiring Harness, Engineered Assemblies & Integrated products for the automobile industry.

Today, subject has emerged as one of the preferred source for Contract Manufacturing for several leading names in the Automobile sector, thanks to proven capabilities in product design, tool design, prototype development, testing and validation.

Backed by state-of-the-art manufacturing facilities and managed by a team of qualified and highly skilled professionals, subject has an impeccable track record of providing international quality at competitive costs with a history of delivery on time, every time.

With three manufacturing units, five logistics support facilities (two in India and one each in the US, UK and France) and strategic technology partnerships with global leaders, subject is among the preferred OEMs for the best brands in India and the Tier 1 supplier of choice to OEMs for global auto majors.

Infrastructure

The division located in the Doddaballapur Industrial Area on the outskirts of Bangalore, deals with the design and manufacture of Window Regulators and Door Latches for various vehicles with customers located across India. Spread over a floor area of 3450 sq m in a 6032 sq m campus, this unit has a full complement of facilities like Welding facility and Manufacturing lines along with testing facilities.

The primary manufacturing hubs of subject are located at two sites on the outskirts of Bangalore. While the Door & Access Division and Contract Manufacturing Division are located at the Doddaballapura Industrial Area, the Wiring Harness Division and the Aditya - Dura Division are located at the Bommasandra Industrial Area.

In keeping with the tradition of working closely with customers and to service our customers in western & central India, subject will soon have its facility in Haryana, in close proximity to the Maruti Suzuki & Honda plants. Similarly, subject will soon have a facility at Pune, close to our western India customers Mahindra’s, Tata Motors, Piaggio, M&M ITEC & Skoda /VW plants.

Door and Access

* Arm and sector Window Regulator line with computerized end of line tester along with traceability feature

* Drum and Cable Window Regulator line with computerized end of line tester

* Automated Compact Latch assembly line with PLC controlled end of line tester

* Manual Latch Assembly line

* Welding facilities with state of the art process controls

Wiring Harness

* Komax Gamma 333PC, Megomat ASM3002 C and Schleuniger 9300 & 9400 automatic wire cutting, stripping & crimping machines

* Tombow mid stripping machine

* AMP and KET semi automatic crimping machines with applicators & crimp force monitors

* Windsor 15 ton and Multiplas 55 ton vertical injection molding machines for insert molding – with auto shuttle, rotary facility for precise over molding

* Harness checker boards are micro processor based with capacity to check 640 points within 5-6 seconds

* Harness laying boards

* Imada push/pull gauges to check crimp force of terminals and related measuring instruments and receiver gauges

* Computerized test rig for PCB assembly checking with traceability feature

* Manual and dip soldering

Contract Manufacturing

* Injection Molding

* Insert Molding

* Mechanical Plating

* Zinc Tin, Macdermid Chemistry

* Hex Chrome Free

* Eddy Current Check to Verify Hardness of Heat Treated Parts

* Assembly & Testing

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.39.98
UK Pound	1	Rs.78.57
Euro	1	Rs.59.20

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	7
PAID-UP CAPITAL	1~10	7
OPERATING SCALE	1~10	7
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	8
--PROFITABILIRY	1~10	6
--LIQUIDITY	1~10	7
--LEVERAGE	1~10	7
--RESERVES	1~10	7
--CREDIT LINES	1~10	7
--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		63

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