MIRA INFORM REPORT

Report Date :

02.12.2011

IDENTIFICATION DETAILS

Name :	SEW-EURODRIVE INDIA PRIVATE LIMITED
Registered Office :	Plot No.4, GIDC Industrial Estate, Por-Ramangamdi, Vadodara – 391243, Gujarat
Country :	India
Financials (as on) :	31.03.2010
Date of Incorporation :	03.02.1997
Com. Reg. No.:	04-37646
Capital Investment / Paid-up Capital :	Rs.99.281 Millions
CIN No.: [Company Identification No.]	U34300GJ1997PTC037646
TAN No.: [Tax Deduction & Collection Account No.]	BRDS00751C
Legal Form :	Private Limited Liability Company
Line of Business :	Assembling and Dealing of Electric Motors and Accessories, Parts.
No. of Employees :	250 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

Ba (48)

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

Maximum Credit Limit :	USD 2000000
Status :	Satisfactory
Payment Behaviour :	Usually Correct
Litigation :	Clear
Comments :	Subject is a well established company having satisfactory track. Trade relations are reported as fair. Business is active. Payments are reported to be usually correct and as per commitments. The company can be considered normal for business dealings at usual trade terms and conditions.

NOTES:

Any query related to this report can be made on e-mail: infodept@mirainform.com while quoting report number, name and date.

ECGC Country Risk Classification List – September 30, 2011

Country Name	Previous Rating (30.06.2011)	Current Rating (30.09.2011)
India	A1	A1

Risk Category	ECGC Classification
Insignificant	A1
Low	A2
Moderate	B1
High	B2
Very High	C1
Restricted	C2
Off-credit	D

INFORMATION PARTED BY

Name :	Mr. Sachin
Designation :	Finance Department
Date :	01.12.2011

LOCATIONS

Registered Office :	Plot No.4, GIDC Industrial Estate, Porramangamdi, Vadodara – 391243, Gujarat, India
Tel. No.:	91-265-3045200/ 2830492/ 2830493/ 2830494/ 2831021/ 2831086
Fax No.:	91-265-3045300/ 2831087
E-Mail :	sachin.pandit@seweurodriveindia.com sales@seweurodriveindia.com info@seweurodriveindia.com vipin.verma@seweuridriveindia.com vikas.johri@seweurodriveindia.com rajendra.singh@seweurodriveindia.com
Website :	http://www.seweurodriveindia.com
Location :	Owned
Branch Office :	Plot No.K3/1, SIPCOT Industrial Park, Phase- Mambakkam, Sriperumdur, Kanchipuram, Chennai – 602105, Tamilnadu, India
Technical Offices :	Located at: v Ahmedabad v Bangladesh v Bengaluru v Chennai v Coimbatore v Cuttack v Hyderabad v Jamshedpur v Kolkata v Lucknow v Mumbai v Nashik v New Delhi v Pune v Raipur v Ranchi v Tiruchirappalli v Vadodara v Vijayawada

DIRECTORS

(AS ON 27.09.2011)

Name :	Mr. Rainer Blickle
Designation :	Director (Foreigner)
Address :	Am Mjhlweg – 18, Kraichtal – 76703, Germany
Date of Birth/Age :	16.07.1947
Date of Appointment :	03.02.1997
DIN No.:	00105567
Name :	Mr. Hans Sondermann
Designation :	Director (Foreigner)
Address :	Fum Roetig 19 A, Bruchsal, Germany
Date of Birth/Age :	17.04.1959
Date of Appointment :	28.06.2000
DIN No.:	00105512
Name :	Mr. Sameer Oberoi
Designation :	Director
Address :	A – 18, Chittaranjan Park, New Delhi – 110 019, India
Date of Birth/Age :	16.10.1968
Date of Appointment :	20.06.2005
DIN No.:	00105414
Name :	Mr. Abraham J. Mazuanchary
Designation :	Managing Director
Address :	23, Second Floor, Haritage Shankara Apartment, 64, Spurtank Road, Chennai – 600 024, Tamilnadu, India
Date of Birth/Age :	07.11.1965
Date of Appointment :	01.11.2010
DIN No.:	03393668

KEY EXECUTIVES

Name :	Mr. Sachin
Designation :	Finance Department
Name :	Mr. Vikas Damodarlal Johri
Designation :	Company Secretary
Address :	201, Shourya Residence, Kalyan Nagar, Society - II, Vadodara – 390018, Gujarat, India
Date of Birth/Age :	10.01.1975
Date of Appointment :	08.04.2008
PAN No.:	AIFPJ5593E

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

(AS ON 27.09.2011)

Names of Shareholders	No. of Shares
Sew Industriebeteiligungs GmbH, Germany	9928140
Sew Eurodrive GmbH and Company, Germany	1
Total	9928141

(AS ON 30.09.2011)

Equity Shares Break – Up

Category	Percentage
Foreign holdings [Foreign institutional investors, Foreign Companies, Foreign Financial Institutions, Non-resident Indian or Overseas corporate bodies or others]	100.00
Total	100.00

BUSINESS DETAILS

Line of Business :	Assembling and Dealing of Electric Motors and Accessories, Parts.
Products :	· Geared and Brake Motors · Electronically – controlled drives · Industrial Gear Units · Mechanical Control drives · Drive Applications · Energy efficient motors
Terms :
Selling :	Cash and Credit (30-60 days)
Purchasing :	Cash and Credit (30-60 days)

PRODUCTION STATUS (AS ON 31.03.2009)

Particulars	Unit	Licensed Capacity	Installed Capacity	Actual Production
Gear Motors	Nos.	NA	40,200	14,968
I.G.	Nos.	NA	100	1
Invertors	Nos.	NA	4,800	476

NOTES:

i) The installed capacity on single shift basis is an estimated figure and will vary according to product-mix, as the installed facilities are multipurpose.

ii) The installed capacity is as certified by the management for both Baroda as well as Chennai facilities and relied upon by the auditors, being a technical matter.

GENERAL INFORMATION

Customers :

End Users, OEM’s and Industries

No. of Employees :

250 (Approximately)

Bankers :

· Corporation Bank,

Alkapuri Branch, National Plaza, R.C. Dutt Road, Alkapuri, Vadodara – 390007, Gujarat, India

Facilities :

Unsecured Loans	31.03.2010	31.03.2009
	(Rs. In Millions)
Short Term Loans and Advances
- From Bank	--	--
- From Holding Company	45.989	160.882
(Including interests accrued and due)
Others – From Bank (Against corporate guarantee by the Holding Company)	440.000	440.000
Total	485.989	600.682

Banking Relations :	--
Auditors :
Name :	Deloitte Haskins and Sells Chartered Accountant
Address :	13, Nutan Bharat Society, Alkapuri, Vadodara – 390007, Gujarat, India
PAN No.:	AADFD2337G
Holding Company:	· Sew Industriebeteiligungs GmbH, Germany

CAPITAL STRUCTURE

(AS ON 31.03.2010)

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
9928141	Equity Shares	Rs.10/- each	Rs.99.281 millions

NOTE:

9928140 Equity Shares are held by the holding company SEW- Industriebeteiligungs GmbH, Germany and their nominee of which the BV Beteiligungs GmbH and Company KG, Germany is the Ultimate Holding Company.

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2010	31.03.2009	31.03.2008
SHAREHOLDERS FUNDS
1] Share Capital		99.281	99.281	99.281
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		388.254	339.763	325.495
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		487.535	439.044	424.776
LOAN FUNDS
1] Secured Loans		0.000	0.000	0.000
2] Unsecured Loans		485.989	600.682	0.000
TOTAL BORROWING		485.989	600.682	0.000
DEFERRED TAX LIABILITIES		13.312	15.193	4.384
TOTAL		986.836	1054.919	429.160
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		493.722	533.268	170.990
Capital work-in-progress		0.091	0.323	79.400
INVESTMENT		0.000	0.000	0.000
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	411.170	432.275	427.412
	Sundry Debtors	313.418	200.646	247.291
	Cash & Bank Balances	96.026	256.067	203.570
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	100.002	123.313	138.396
Total Current Assets		920.616	1012.301	1016.669
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditor	362.667	456.337	737.926
	Other Current Liabilities	35.780	25.057	35.492
	Provisions	29.146	9.579	64.481
Total Current Liabilities		427.593	490.973	837.899
Net Current Assets		493.023	521.328	178.770
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		986.836	1054.919	429.160

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2010	31.03.2009	31.03.2008
	SALES
		Sales and Other Income	1094.030	1023.080	1076.690
		TOTAL (A)	1094.030	1023.080	1076.690
Less	EXPENSES
		TOTAL (B)	898.460	915.610	877.390
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		195.570	107.470	199.300
Less	FINANCIAL EXPENSES (D)		52.180	27.030	0.000
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		143.390	80.440	199.300
Less/ Add	DEPRECIATION/ AMORTISATION (F)		68.530	49.030	11.440
	PROFIT BEFORE TAX (E-F) (G)		74.860	31.410	187.900
Less	TAX (H)		26.370	17.140	65.360
	PROFIT AFTER TAX (G-H) (I)		48.490	14.270	122.540
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		339.760	325.490	202.950
	BALANCE CARRIED TO THE B/S		388.250	339.760	325.490
	EARNINGS IN FOREIGN CURRENCY		NA	2.751	3.930
	IMPORTS
		Components / Trade Items	NA	654.428	791.145
		Capital Goods	NA	26.578	19.400
	TOTAL IMPORTS		NA	681.006	810.545
	Earnings Per Share (Rs.)		4.88	1.44	12.34

Expected Sales (2011-12): Rs.2000.000 Millions

The above information has been parted by Mr. Sachin.

KEY RATIOS

PARTICULARS		31.03.2010	31.03.2009	31.03.2008
PAT / Total Income	(%)	4.43	1.39	11.38
Return on Total Assets (PBT/Total Assets}	(%)	5.29	2.03	15.82
Return on Investment (ROI) (PBT/Networth)		0.15	0.07	0.44
Debt Equity Ratio (Total Liability/Networth)		1.87	2.49	1.97
Current Ratio (Current Asset/Current Liability)		2.15	2.06	1.21

LOCAL AGENCY FURTHER INFORMATION

Check list by info Agents	Available in Report (Yes/ No)
Year of Establishment	Yes
Locality of the Firm	Yes
Constitution of the Firm	Yes
Premises details	Yes
Type of Business	Yes
Line of Business	Yes
Promoter’s Background	-------
No. of Employees	Yes
Name of Person Contacted	Yes
Designation of Contact person	Yes
Turnover of Firm for last three years	Yes
Profitability for last three years	No
Reasons for variation <> 20%	Yes
Estimation for coming financial year	Yes
Capital in the business	No
Details of sister concerns	-------
Major Suppliers	No
Major Customers	No
Payments Terms	Yes
Export/ Imports Details (If applicable)	-------
Market Information	-------
Litigations that the firm/ Promoters Involved in	-------
Banking details	Yes
Banking Facility Details	-------
Conduct of the Banking Account	-------
Buyer visit details	-------
Financials, if provided	No
Incorporation details is applicable	-------
Last Accounts filed at ROC	-------
Major Shareholders, if available	-------

OPERATIONS:

Financial year 2009/10 has been a year of two different halves. The credit crisis that originated in US gradually morphed into a global recession. This has severely impacted the capital investment in the Indian economy during the first half of the financial year resulting in further reduction in orders from their large OEM customers in construction, textile, building materials and metal working industries which had started in the second half of 2008-09. However industrial growth recovered in the second half of the year helped by the government monetary and fiscal stimulus measured leading to a recovery of the capital goods industry which the company’s main sources of sales.

During the year the company registered marginal sale growth of 3.60% as compared to the year 2008-09.

Euro depreciation against the rupee, significant control on operations costs and their ability to hold on to existing price levels lead to a better net profit in spite of higher depreciation and interests costs. They forever that 2010-11 will be a good year for growth barring any recurrence of global crisis event.

Sales during the current fiscal stood at Rs.1044.550 Millions as compared to the previous year of Rs.1007.450 Millions and net profit tax stood at Rs.48.490 Millions as compared to Rs.14.260 Millions in the previous year, key financials are as under.

CONTINGENT LIABILITIES

Particulars	31.03.2010	31.03.2009
	(Rs. In Millions)
Bank Guarantees given to various parties and government authorities.	NA	5.057
Claims against the Company not acknowledged as debts in respect of Income Tax matter for AY 2005-06 pending before appellate authorities in respect of which the Company is in appeal and expects to succeed based on decisions in earlier year assessments.	NA	0.618

FORM: 8

This form is for	Creation of charge
Corporate identity number of the company	U34300GJ1997PTC037646
Name of the company	SEW-EURODRIVE INDIA PRIVATE LIMITED
Address of the registered office or of the principal place of business in India of the company	Plot No. 4, G I D C, Industrial Estate, Por-Ramangamdi, Vadodara – 391 243, Gujarat, India
Type of charge	Movable property (not being pledge)
Particular of charge holder	Corporation Bank, Alkapuri Branch, National Plaza, R.C. Dutt Road, Alkapuri, Vadodara – 390 007, Gujarat, India E-Mail: cb336@corpbank.co.in
Nature of instrument creating charge	Common deed of hypothecation of movable assets dated 17.12.2007
Date of instrument Creating the charge	17.12.2007
Amount secured by the charge	Rs.31.000 Millions
Brief of the principal terms an conditions and extent and operation of the charge	Rate of interest Commission as per banks prescribed rates Terms of repayment Repayable on due date against lodgement of prescribed document Margin 25% Extent and operation of the charge First hypothecation charge on the assets procured under letter of credit. The LC limit has been sanctioned for the purpose of acquiring per engineered steel building from M/s. Kirbi Building systems India Limited
Particulars of the property charged	Hypothecation of Assets to be purchased under LC

FIXED ASSETS:

v Leasehold Land

v Buildings

v Plant and Machinery

v Electrical Installment

v Furniture and Fixtures

v Office Equipment

v Computers

v Vehicles

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.51.65
UK Pound	1	Rs.81.06
Euro	1	Rs.69.51

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
PAID-UP CAPITAL	1~10	6
OPERATING SCALE	1~10	5
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	6
--PROFITABILIRY	1~10	5
--LIQUIDITY	1~10	5
--LEVERAGE	1~10	5
--RESERVES	1~10	6
--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	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		48

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	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
-	NB	New Business	-

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

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.