MIRA INFORM REPORT

Report Date :

27.06.2008

IDENTIFICATION DETAILS

Name :	TECUMSEH PRODUCTS INDIA PRIVATE LIMITED
Registered Office :	Balanagar Township, [w.e.f. 31-07] Hyderabad – 500 037, Andhra Pradesh
Country :	India
Financials (as on) :	31.12.2006
Date of Incorporation :	30.01.1997
Com. Reg. No.:	55-84760 [Old] 01-35316 [New]
CIN No.: [Company Identification No.]	U31109AP2000PTC035316 / U99999DL1997PLC084760
TAN No.: [Tax Deduction & Collection Account No.]	HYDT00954C / DELT04804C
PAN No.: [Permanent Account No.]	AABCT6893J
Legal Form :	Private limited liability company
Line of Business :	Manufacturer of Refrigerators and other Hermetically Sealed Compressors

RATING & COMMENTS

MIRA’s Rating :

B

RATING		STATUS	PROPOSED CREDIT LINE
26-40	B	Unfavourable & favourable factors carry similar weight in credit consideration. Capability to overcome financial difficulties seems comparatively below average.	Small

Maximum Credit Limit :	USD 6600000
Status :	Moderate
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Mr. Harsh Vardhan part of the company denied business and financial details. Financial position of the company is poor having huge accumulated losses. The company is a subsidiary of Tecumseh Products Company, U.S.A. It’s payments are correct. However the company can be considered for normal business dealings at usual trade terms and conditions with some caution in view of huge losses.

LOCATIONS

Registered Office / Branch Office / Factory :	Balanagar Township, Hyderabad - 500 037, Andhra Pradesh, INDIA
Tel. No.:	91-40-23078103-105 - 109 / 23720837 /23720034
Fax No.:	91-40-23076472 / 23078945 / 23076923
E-Mail :	vivekanand.tadimeti@tecumseh.com tpchakrapani@tecumsehindia.com legal@tecumsehindia.com rajivsawhnet@tecumsehindia.com
Website :	http://www.tecumsehindia.com
Factory :	38km Stone, Delhi-Mathura Road, Ballabgarh - 121 004, Haryana INDIA
Tel. No.:	91-129-2307216 - 220
Fax No.:	91-129-2307221
Corporate Marketing Office :	205-208 (2nd Floor), Tribhuvan Complex, Ishwar Nagar, Opposite New Friends Colony, Mathura Road, New Delhi – 110 065
Tel. No.:	91-11- 26921923, 26921924, 26921925
Fax No.:	91-11-26921781
Regional Sales Offices :	Located at Ahmedabad Bangalore Chandigarh Chennai Delhi Ghaziabad Hyderabad Indore Kolkata Mumbai Pune Silvassa
Branch Office :	41, Amul Estate, Near Sanand - Sarkhej Railway Crossing, Opp: Mariyam Masjid, Sarkhej, Ahmedabad - 382 210, Gujarat, India
Tel. No.:	91-79-26823458
Fax No.:	91-79-26823423
Depots :	Located at Fariadabad Indore Chandigarh Bhubaneshwar Silvassa Pune

DIRECTORS

Name :	Mr. Bonsall J James, USA
Designation :	Director
Date of Birth/Age :	10.01.1953
Date of Appointment :	24.05.2007
Name :	Mr. Nicholson James, USA
Designation :	Director
Address :	4827, Biilmeyer Highway Briton, Tecumseh, Michigan – 49229, USA
Date of Birth/Age :	27.05.1964
Date of Appointment :	05.04.2004
Name :	Mr. R. K. P. Shankardass
Designation :	Director
Address :	B – 12, Maharani Bagh, New Delhi – 110065, India
Date of Birth/Age :	09.06.1930
Date of Appointment :	30.01.1997
Name :	Mr. M. G. Ramachandran
Designation :	Director
Address :	B – 12, Kalindi Colony, New Delhi – 110065, India
Date of Birth/Age :	21.01.1953
Date of Appointment :	30.01.1997
Name :	Mr. K. Prabhakar
Designation :	Managing Director
Address :	CX – 83, Sarita Vihar, Mathura Road, New Delhi – 110078, India Prabhakar.kadapa@tecumseh.com
Date of Birth/Age :	03.07.1956
Date of Appointment :	28.07.2006
Name :	Mr. Sachdeva Kumar Ravinder
Designation :	Whole Time Director
Address :	J – 175, Saket, New Delhi – 110017, India Rk.sachdeva@tecumseh.com
Date of Birth/Age :	11.07.1956
Date of Appointment :	07.11.2005
Date of Resignation :	26.11.2007
Name :	Mr. Herrick W Todd
Designation :	Director
Address :	261, Wildwood Gircle, Tecumseh, Michigan – 49286, USA
Date of Birth/Age :	29.10.1942
Date of Appointment :	30.01.1997
Name :	Mr. Vipin Sondhi
Designation :	Director
Address :	N-43, 1^st Floor, Panchshila Park, New Delhi – 110017, India
Date of Birth/Age :	27.04.1960
Date of Appointment :	19.01.2000
Name :	Mr. Ferguson Hodge John
Designation :	Director
Address :	6878, Colonial, Tecumseh, Michigan – 49288, USA
Date of Birth/Age :	14.01.1947
Date of Appointment :	07.02.1998
Name :	Mr. Curley Francis James
Designation :	Director
Address :	503, Main ST, Manchester, Michigan – 48158, USA
Date of Birth/Age :	17.01.1943
Date of Appointment :	03.12.2002
Name :	Mr. Herrick B. Kent
Designation :	Director
Address :	9693, Wood Bend, Saline, Michigan – 49286, USA
Date of Birth/Age :	16.12.1968
Date of Appointment :	05.04.2004
Name :	Mr. T. P. Chakrapani
Designation :	Director
Address :	I-302 Bhavyas Anandam, Nizampet Road, Kukatpally, Hyderabad, Andhra Pradesh
Date of Birth/Age :	21.05.1975
Date of Appointment :	15.09.2004

KEY EXECUTIVES

Name :	Mr. T N Vivek Anand
Designation :	Secretary
Address :	Flat No. 101, F – 1, Varun Enclave, Krishna Nagar Colony, Moulali, Hyderabad – 500040, Andhra Pradesh, India Vivekanand.tadimeti@tecumseh.com
Date of Birth/Age :	29.10.1979
Date of Appointment :	23.04.2007

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 31.03.2007

Names of Shareholders	No. of Shares
Tecumseh Products Company, USA	22018066
R K Sachdeva	1
Total	22018067

AS ON 30.09.2007

Equity Share Breakup	Percentage of Holding
Category
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 :	Manufacturer of Refrigerators and other Hermetically Sealed Compressors
Products :	· Refrigerator Compressors · Commercial Refrigeration Compressors · Air-Conditioning Compressors · Commercial Air-Conditioning Compressors. · Condensing Units.

GENERAL INFORMATION

Suppliers :	Cougar Paints Private Limited Bright Star Rubber Cougar Paints Private Limited Krishna Engineering Enterprise Perfect Packaging Industries Shree Spherotech Private Limited Sonali Castings Private Limited Sudhir Enterprise Suma Engineering Aircon Private Limited Venkateshwara Laminations and Pressings Private Limited Emm Ess Electric Company Khanna Electric Company Virender and Company Burgmann India Private Limited
No. of Employees :	680
Bankers :	Ø Canara Bank Ø State Bank of Hyderabad Ø Allahabad Bank, Industrial Finance Branch, 6-3-850/3, 1^st Floor, Ameerpet Main Road, Hyderabad – 500016, Andhra Pradesh, India Ø Standard Chartered Bank 6-3-1090, Raj Bhavan Road, Somajiguda, Hyderabad – 500 082, Andhra Pradesh Ø State Bank of India, Corporate Accounts Group, Jawahar vyapar Bhawan, 11^th and 12^th Floor, 1 Tolstoy Marg, New Delhi – 110001, India Ø HDFC Bank Ø ICICI Bank

Banking Relations :	Satisfactory
Auditors :
Name :	Price Waterhouse Chartered Accountants
Address :	# 6-3-550, 2^nd Floor, L. B. Bhavan, Somajiguda, Hyderabad – 500082, Andhra Pradesh, India
Associates/Subsidiaries :	Siel Compressors Limited, Hyderabad Tecumseh Euro, Malaysia Tecumseh Do Brazil Limiteda, Brazil Tecumseh Europe, France Manufacturing Data Systems, USA Fasco Motors, USA Vitrus Inc., USA Tecumseh Power Company [Delaware], USA
Parent Company :	Tecumseh Products Company, U.S.A.

CAPITAL STRUCTURE

AS ON 30.06.2007

Authorised Capital :

No. of Shares	Type	Value	Amount
30000000	Equity Shares	Rs. 100/- each	Rs. 3000.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
22018607	Equity Shares	Rs. 100/- each	Rs. 2201.861 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		2201.861	2201.861	2201.861
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		362.394	362.394	362.394
4] (Accumulated Losses)		[1248.168]	[667.581]	[375.790]
NETWORTH		1316.087	1896.674	2188.465
LOAN FUNDS
1] Secured Loans		367.221	384.509	324.407
2] Unsecured Loans		1171.938	1003.594	549.874
TOTAL BORROWING		1539.159	1388.103	874.281
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		2855.246	3284.777	3062.746
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		2194.831	2253.598	1768.882
Capital work-in-progress		66.706	187.512	87.601
INVESTMENT		0.040	0.040	0.040
DEFERREX TAX ASSETS		52.682	52.682	53.773
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	926.644	1144.247	1250.752
	Sundry Debtors	523.360	316.288	568.707
	Cash & Bank Balances	17.636	58.827	25.034
	Other Current Assets	82.917	192.467	93.380
	Loans & Advances	462.668	437.295	369.731
Total Current Assets		2013.225	2149.124	2307.604
Less : CURRENT LIABILITIES & PROVISIONS
	Current Liabilities	1308.134	1190.012	1001.083
	Provisions	164.104	168.167	154.071
Total Current Liabilities		1472.238	1358.179	1155.154
Net Current Assets		540.987	790.945	1152.450
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		2855.246	3284.777	3062.746

PROFIT & LOSS ACCOUNT

PARTICULARS		31.12.2006	31.12.2005	31.12.2004
Sales Turnover		4417.680	4175.392	4399.859
Other Income		423.690	0.000	0.000
Total Income		4841.370	4175.392	4399.859
Profit/(Loss) Before Tax		[573.230]	[279.735]	[29.974]
Provision for Taxation		7.360	12.056	3.779
Profit/(Loss) After Tax		[580.590]	[291.791]	[33.753]
Earnings in Foreign Currency :
	Export Earnings	2640.409	2030.665	2036.353
	Services and Other Earnings	25.206	19.997
Total Earnings		2665.615	2050.662	2036.353
Import Value :		501.486	916.531	NA
Expenditures :
	Raw Material Consumed	0.000	3024.653	3089.368
	Salaries, Wages, Bonus, etc.	0.000	607.568	663.818
	Managerial Remuneration	0.000	4.899	4.247
	Payment to Auditors	0.000	3.705	3.764
	Interest and Financial Charges	134.000	69.032	36.532
	Insurance Expenses	0.000	11.205	7.922
	Power & Fuel	0.000	149.521	143.476
	Depreciation	292.690	240.220	0.000
	Other Expenditure	4987.910	344.324	480.706
Total Expenditure		5414.600	4455.127	4429.833

KEY RATIOS

PARTICULARS		31.12.2006	31.12.2005	31.12.2004
PAT / Total Income	(%)	[11.99]	[6.99]	[0.77]
Net Profit Margin (PBT/Sales)	(%)	[12.98]	[6.70]	[0.68]
Return on Total Assets (PBT/Total Assets}	(%)	[13.62]	[6.35]	[0.74]
Return on Investment (ROI) (PBT/Networth)		[0.44]	[0.15]	[0.01]
Debt Equity Ratio (Total Liability/Networth)		2.29	1.45	0.93
Current Ratio (Current Asset/Current Liability)		1.37	1.58	2.00

LOCAL AGENCY FURTHER INFORMATION

HISTORY

The company was incorporated on 30^th January, 1997 at New Delhi in India as a private limited liability company under the name and style of Tecumseh India Private Limited having Company Registration Number 84760.

Subsequently, it was converted into public limited liability company and on 12^th October, 1999 the name of the company was changed to the present.

The Company changed its registered office from “906-Chiranjeev Tower” 43, Nehru Palace, New Delhi to Andhra Pradesh w.e.f. 20.09.2000 and a New Company Registration Number 35316, of Hyderabad R.O.C. was obtained.

The company’s global division of providing comfort, health and convenience to millions worldwide, gives an impetus for the company’s steady diversification into frontriers. And today, this cooling giant’s products are available in over a 100 countries across globe.

The company entered into India through a dual acquisition of Siel Compressors Limited – Hyderabad and Compressor Division of Whirlpool India Limited at Ballabgarh in July, 1997.

The company is a fully owned subsidiary of TPC. The company is the largest independent manufacture of compressors in the country.

The company is in trade terms with:

Ø Whirlpool India Limited

Ø Godrej & Boyce

Ø Allwyn, Hyderabad

The company is having two plants in India as under :

Hyderabad [Andhra Pradesh] - Manufacturers compressors for Air-conditioning and Commercial Applications

Ballabgarh [Haryana] – Manufactures compressors for Refrigeration and Commercial Applications

Bankers Charges Report as per Registry

This form is for	Modification of charge
Charge identification number of the modified	10027933
Corporate identity number of the company	U31109AP2000PTC035316
Name of the company	TECUMSEH PRODUCTS INDIA LIMITED
Address of the registered office or of the principal place of business in India of the company	Balanagar Township, [w.e.f. 31-07] Hyderabad – 500 037, Andhra Pradesh
Type of charge	Immovable Property
Particular of charge holder	State Bank of India, Corporate Accounts Group, Jawahar vyapar Bhawan, 11^th and 12^th Floor, 1 Tolstoy Marg, New Delhi – 110001, India ibcagdel@sbi.co.in
Nature of description of the instrument creating or modifying the charge	Letter ceding pari passu charge
Date of instrument Creating the charge	11.04.2008
Amount secured by the charge	Rs. 250.000 Millions
Brief particulars of the principal terms an conditions and extent and operation of the charge	Rate of Interest Interest will be charged by the banker at such rate as may be determined from time to time Terms of Repayment The door to door maturity of the loan would be 4 years. This includes a moratorium period of 18 months. The entire loan would be repaid in 6 HY installments with 1^st installment falling due on 15.12.2007 and 6^th installment falling due on 15.06.2010 Extent and Operation of the charge First Pari passu charge by way of equitable mortgage of factory land and building at Ballabagarh plant with the working capital consortium lenders First Pari Pasu charge by way of Hypothecation fo all present and future machineries at Ballabgarh plant with the working capital consortium lenders Others The entire loan amount would be draw in 2-3 tranches with three months from the date of first draw down The minimum size of each tranche would be Rs. 50.000 Millions
Short particulars of the property charged	First Pari passu charge by way of equitable mortgage of factory land and building at Ballabagarh plant with the working capital consortium lenders
Particulars of the present modification	The initial charge created in favour of State Bank of India by way of first charge on land and building and plant and machinery at Ballabgarh unit is now modified as First Pari passu charge by way of equitable mortgage of factory land and building at Ballabagarh unit in favour of State Bank of India for availing corporate loan of Rs. 250 Millions and working capital consortium lenders for an amount of Rs. 1062.50 Millions

AS PER WEBSITE

Since acquisition, TPC has invested about US$ 85 million into its facilities in India for capacity and quality infrastructure improvement.

India's No 1

Today TPIPL is the largest independent manufacturer of both Air Conditioner and Refrigerator compressors in India.

Testimonials to Excellence

The superior products and services offered by TPIPL have made it the first choice of leading multinational brands in the Air Conditioning and Refrigeration business in India. TPIPL has also begun exports to Middle East, U.S.A, Pakistan, Bangladesh, Nepal, Sri Lanka and other countries.

Just the Right Compressor

Covering the entire gamut of cooling needs, Tecumseh's range of compressors is widely used in Air Conditioners, Refrigerators, and Commercial Refrigeration Applications.

Hyderabad Facility

This is the first compressor manufacturing facility in India. Built on 55 acres of land, the manufacturing facility at Hyderabad, Andhra Pradesh caters to Air-conditioning and Commercial Refrigeration Applications. The facility is both ISO 9001 and 14001 certified.

One of the four global Technology Development Centers (TDC) of TPC is located in this facility.

The in-house Application Engineering Testing facility is well equipped to optimize and ensure performance improvement of the appliance.

Ballabgarh Facility

Compressors for Refrigeration Appliances come from the most advanced, ozone-friendly plant at Ballabgarh, Haryana.

This totally integrated manufacturing facility has a production capacity of 1.5 Million units per annum. Built to international standards, this first-of-its-kind plant manufactures a world-class range of compressors.

This facility is ISO 9001 certified by Underwriters Laboratories Inc.(UL).

Export

The products are made to be on par with the international standards. TPIPL Hyderabad facility is certified to ISO 9001 for quality management system by BVQI and ISO 14001 for environment management system by UL.

Tecumseh's AW series of Air Conditioning Compressor is extensively used in Japan, China, Pakistan, Thailand, Middle East and USA besides a host of other countries. Little wonder that this silent high performance, high EER product finds easy acceptance in many leading brands. The Indian built AW compressors which are approved by UL & VDE (Annex AA ) and also meet SASO standards, are widely exported to Saudi Arabia, UAE, Pakistan, Qatar, Bangladesh and Nepal. In the coming months it will find its way into several more countries including Europe.

MLA series for Refrigeration Compressors is used by leading multinationals in India and is designed to meet the most stringent conditions, built in OZONE friendly environment.

Most of the Coke and Pepsi vendors use the commercial refrigeration compressors for their glass door merchandiser and chest type coolers.

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.42.73
UK Pound	1	Rs.84.38
Euro	1	Rs.66.97

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	7
PAID-UP CAPITAL	1~10	4
OPERATING SCALE	1~10	6
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	6
--PROFITABILIRY	1~10	-
--LIQUIDITY	1~10	4
--LEVERAGE	1~10	5
--RESERVES	1~10	-
--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		38

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