MIRA INFORM REPORT

Report Date :

15.12.2011

IDENTIFICATION DETAILS

Name :	CLUTCH AUTO LIMITED
Registered Office :	2 – E/14, 1^st Floor, Jhandewallan Extension, New Delhi – 110055
Country :	India
Financials (as on) :	31.03.2010
Date of Incorporation :	13.05.1971
Com. Reg. No.:	55-005634
Capital Investment / Paid-up Capital :	Rs.166.834 Millions
CIN No.: [Company Identification No.]	L34300DL1971PLC005634
TAN No.: [Tax Deduction & Collection Account No.]	DELC05802G
Legal Form :	A Public Limited Liability company. The company’s Shares are Listed on the Stock Exchange.
Line of Business :	Manufacturer and Exporter of Clutch.
No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

Ba (46)

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

Maximum Credit Limit :	USD 6200000
Status :	Satisfactory
Payment Behaviour :	Usually Correct
Litigation :	Clear
Comments :	Subject is an 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

LOCATIONS

Registered Office :	2 – E/14, 1^st Floor, Jhandewallan Extension, New Delhi – 110055, India
Tel. No.:	91-11-23683548
Fax No.:	91-11-23683548
E-Mail :	cs@clutchauto.com
Website :	http://clutchauto.com
Factory :	Plot No. 1A, Sector 27D, 12/4, Mathura Road, Faridabad-121003, Haryana, India
Tel. No.:	91-129-2565000
Fax No.:	91-129-2276039
E-Mail :	vkm@clutchauto.com cal@gisdl01.vsnl.net.in

DIRECTORS

As on 31.03.2010

Name :

Ms. Pooja Kapur

Designation :

Director

Address :

D – 9, Kalindi Colony, New Delhi – 110065, India

Date of Birth/Age :

15.07.1966

Date of Appointment :

24.02.2006

DIN No.:

00047231

Other Directorship :

CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Date of cessation	Company Status	Defaulting status
L34300DL1971PLC005634	Clutch Auto Limited	Director	25/08/2006	24/02/2006	-	Active	NO
U70109DL2011PLC216341	Clutch Developers Limited	Director	22/03/2011	22/03/2011	-	Active	NO

Name :

Mr. Anuj Mehta

Designation :

Whole-time director

Address :

S – 217, Greater Kailash Part – 2, New Delhi – 110048, India

Date of Birth/Age :

01.10.1969

Date of Appointment :

18.01.1999

DIN No.:

00047381

Other Directorship :

CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Date of cessation	Company Status	Defaulting status
U74899DL1983PTC015999	Anuj Holding Private Limited	Director	1/03/1995	1/03/1995	30/03/2009	Active	NO
U34300DL1981PTC012491	Support Automotive Private Limited	Director	26/03/1997	26/03/1997	-	Active	NO
L34300DL1971PLC005634	Clutch Auto Limited	Whole-time director	1/07/2007	18/01/1999	-	Active	NO
U99999DL1959PLC176013	Automotive Component Manufacturers Association of India	Director	3/09/2009	3/09/2009	-	Active	NO
U70109DL2011PLC216341	Clutch Developers Limited	Director	22/03/2011	22/03/2011	-	Active	NO

Name :

Mr. Kewal Krishan Taneja

Designation :

Director

Address :

G – 238, Sarita Vihar, New Delhi – 110076, India

Date of Birth/Age :

23.02.1935

Date of Appointment :

20.08.1997

DIN No.:

00053226

Other Directorship :

CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Date of cessation	Company Status	Defaulting status
L34300DL1971PLC005634	Clutch Auto Limited	Director	20/08/1997	20/08/1997	-	Active	NO
U26994OR1992PLC003132	Orind Exports Limited	Director	17/10/1998	17/10/1998	-	Active	NO

Name :

Mr. Vijay Krishan Mehta

Designation :

Managing director

Address :

S – 217, Greater Kailash Part – 2, New Delhi – 110048, India

Date of Birth/Age :

03.03.1941

Date of Appointment :

26.05.1971

DIN No.:

00053482

Other Directorship :

CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Date of cessation	Company Status	Defaulting status
L34300DL1971PLC005634	Clutch Auto Limited	Managing director	26/05/1971	26/05/1971	-	Active	NO
U34300DL1981PTC012491	Support Automotive Private Limited	Director	17/10/1981	17/10/1981	-	Active	NO
U74899DL1983PTC015999	Anuj Holding Private Limited	Director	24/06/1983	24/06/1983	25/06/2009	Active	NO
U70109DL2011PLC216341	Clutch Developers Limited	Director	22/03/2011	22/03/2011	-	Active	NO

Name :

Mr. Avinash Parkash Gandhi

Designation :

Director

Address :

C – 2/14, Safdar Jung, Development Area, New Delhi – 110016, India

Date of Birth/Age :

01.10.1938

Date of Appointment :

18.04.2009

DIN No.:

00161107

Other Directorship :

CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Date of cessation	Company Status	Defaulting status
L74899DL1981PLC012804	Lumax Industries Limited	Director	31/07/2002	31/07/2002	-	Active	NO
U45201HR1982PLC014785	Uniproducts (India) Limited	Director	30/10/2003	30/10/2003	-	Active	NO
L34300MH1990PLC055300	Fairfield Atlas Limited	Director	31/10/2003	31/10/2003	-	Active	NO
U74140DL2004PTC127802	Avinar Consulting Private Limited	Director	22/07/2004	22/07/2004	-	Active	NO
U74899DL1994PTC060689	Panalfa Automotive Private Limited	Director	21/10/2004	21/10/2004	-	Active	NO
L31900DL1983PLC016304	Havells India Limited	Director	12/05/2005	12/05/2005	-	Active	NO
U34300DL1996PLC081210	Continental Engines Limited	Director	6/10/2005	6/10/2005	-	Active	NO
L74899DL1985PLC020401	Minda Corporation Limited	Director	28/01/2006	28/01/2006	-	Active	NO
L29130MH1962PLC012340	Fag Bearings India Limited	Director	21/04/2011	20/04/2006	-	Active	NO
L74999DL1979PLC009937	Indo Alusys Industries Limited	Director	25/09/2006	31/07/2006	-	Active	NO
U28920KA1995PLC017793	Alucast Auto Parts Limited	Director	23/01/2007	23/01/2007	1/09/2008	Active	NO
U29221DL2007PLC160549	Panalfa Autoelektrik Limited	Director	19/03/2007	19/03/2007	-	Active	NO
U34300DL2007PTC157344	Minda Valeo Security Systems Private Limited	Director	23/09/2008	31/05/2007	-	Active	NO
U28910PB2001PLC024790	R. N. Gupta and Company Limited	Additional director	6/03/2011	3/05/2008	-	Active	NO
U34102AP1998PLC029977	M.L.R. Motors Limited	Director	30/09/2009	20/02/2009	-	Active	NO
U29253DL2006PTC155275	Minda Furukawa Electric Private Limited	Director	30/09/2009	3/03/2009	-	Active	NO
L34300DL1971PLC005634	Clutch Auto Limited	Director	29/09/2009	18/04/2009	-	Active	NO
U34300DL1988PTC030280	Tech Auto Private Limited	Director	6/03/2010	6/03/2010	-	Active	NO
U31905DL1981PLC127345	Minda Sai Limited	Director	5/08/2011	9/04/2011	-	Active	NO

Name :

Mr. Chandra Shekhar Aggarwal

Designation :

Director

Address :

R – 519, New Rajinder Nagar, New Delhi – 110060, India

Date of Birth/Age :

03.01.1939

Date of Appointment :

26.07.2008

DIN No.:

01539616

Other Directorship :

CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Date of cessation	Company Status	Defaulting status
L92111DL1985PLC021095	Calcom Vision Limited	Director	15/11/1989	15/11/1989	31/07/2007	Active	NO
L34300DL1971PLC005634	Clutch Auto Limited	Director	27/09/2008	26/07/2008	-	Active	NO

Name :

Mr. Satish Sekhri

Designation :

Director

Address :

R – 6, Sacred Heart Town, Wanowrie, Pune – 411040, Maharashtra, India

Date of Birth/Age :

28.03.1950

Date of Appointment :

01.04.2010

DIN No.:

00211478

Other Directorship :

CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Date of cessation	Company Status	Defaulting status
U25199MH1989PLC050925	Precision Seals Manufacturing Limited	Director	1/04/1995	1/04/1995	31/03/2010	Active	NO
U34300PN1982PLC027224	Bosch Chassis Systems India Limited	Managing director	1/04/1995	1/04/1995	31/03/2010	Active	NO
U34300PN2005PTC021321	Brembo Brake India Private Limited	Director	27/05/2008	14/10/2005	19/11/2008	Active	NO
L34300DL1971PLC005634	Clutch Auto Limited	Director	29/09/2010	1/04/2010	14/05/2011	Active	NO
U29117PN2001PLC018092	Victor Gaskets India Limited	Director	27/07/2010	19/05/2010	-	Active	NO
L34300HR1983PLC023187	Rico Auto Industries Limited	Director	30/09/2010	28/05/2010	-	Active	NO
L74899DL1992PLC050333	Minda Industries Limited	Director	24/12/2010	29/07/2010	-	Active	NO
L51909KA1981PLC004198	Automotive Axles Limited	Director	21/01/2011	18/11/2010	-	Active	NO
U29141MH1979PLC020973	Kalyani Thermal Systems Limited	Director	30/09/2011	11/04/2011	-	Active	NO
U28112PN2009FTC134406	Hirschvogel Kalyani India Private Limited	Director	11/11/2011	11/11/2011	-	Active	NO

KEY EXECUTIVES

Name :	Mr. Sanjay Grover
Designation :	Secretary
Address :	C – 39/A, Kalkaji, New Delhi – 110019, India
Date of Birth/Age :	27.09.1966
Date of Appointment :	15.03.2010
PAN No.:	AALPG8199H

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 30.09.2011

Names of Shareholders	No. of Shares	Percentage of Holding
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Individuals / Hindu Undivided Family	6814318	36.33
Sub Total	6814318	36.33
(2) Foreign
Total shareholding of Promoter and Promoter Group (A)	6814318	36.33
(B) Public Shareholding
(1) Institutions
Mutual Funds / UTI	5350	0.03
Financial Institutions / Banks	3525	0.02
Foreign Institutional Investors	20000	0.11
Sub Total	28875	0.15
(2) Non-Institutions
Bodies Corporate	3812457	20.32
Individuals
Individual shareholders holding nominal share capital up to Rs. 0.100 Million	6190797	33.00
Individual shareholders holding nominal share capital in excess of Rs. 0.100 Million	1422326	7.58
Any Others (Specify)	490110	2.61
NRIs/OCBs	296803	1.58
Clearing Members	183007	0.98
Trusts	300	--
Directors and their Relatives and Friends	10000	0.05
Sub Total	11915687	63.52
Total Public shareholding (B)	11944562	63.67
Total (A)+(B)	18758880	100.00
(C) Shares held by Custodians and against which Depository Receipts have been issued	--	--
Total (A)+(B)+(C)	18758880	100.00

BUSINESS DETAILS

Line of Business :

Manufacturer and Exporter of Clutch.

Products :

Product Description	ITC Code
Clutch Plate Cover Assembly	87.08
Mettalic Disc	87.10

PRODUCTION STATUS AS ON 30.03.2010

Particulars	Unit	Installed Capacity	Actual Production
Clutch Plates/ Discs		2000000	1432931
Clutch Cover Assemblies		1500000	1067369
Clutch Repair Kits		200000	38532
Metallic Clutch Plates/ Discs		30000	8521
Ceramic Metallic Pad		200000	--

GENERAL INFORMATION

No. of Employees :

Not Available

Bankers :

· Axis Bank Limited, Statesman House, 148, Barakhamba Road, New Delhi – 110001, India

· State Bank of Travancore

· State Bank of Indore

· Central Bank of India

· DBS Bank Limited

· Canara Bank

· Export Import Bank of India

Facilities :

Secured Loan	As on 31.03.2010 (Rs. in Millions)	As on 31.03.2009 (Rs. in Millions)
Term Loans
Term Loan from bank	39.988	80.649
Term Loans from others	586.852	202.320
Working Capital from Banks	1003.851	859.407
Total	1630.691	1142.376
Unsecured Loan	As on 31.03.2010 (Rs. in Millions)	As on 31.03.2009 (Rs. in Millions)
Council of Science and Industrial Research (CSIR)	137.000	106.000
Deffered accrued interest on above	6.907	3.139
Total	143.907	109.139

Financial Institute :

· Rajasthan State Industrial Development and Investment Corporation Limited, Udyog Bhawan, Tilak Marg, Jaipur – 302005, Rajasthan, India

· Religare Finvest Limited, D3, P3B, District Centre, Saket, New Delhi – 110017, Delhi, India

Banking Relations :	--
Auditors :
Name :	B Aggarwal and Company Chartered Accountants
Address :	8/19, GF, Smile Chambers, W.E.A., Karol Bagh, New Delhi – 110005, India
PAN.:	AAAFB3603N
Enterprises over which key management personnel are able to exercise significant influence :	· Macas Brakes Automotive Private Limited · Kanav Engineering · C.A. Ancillary · Sai Print and Pack

CAPITAL STRUCTURE

As on 31.03.2010

Authorised Capital :

No. of Shares	Type	Value	Amount
20000000	Equity Shares	Rs.10/- each	Rs.200.000 Millions

Issued Capital :

No. of Shares	Type	Value	Amount
16688080	Equity Shares	Rs.10/- each	Rs.166.881 Millions

Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
16681880	Equity Shares	Rs.10/- each	Rs.166.819 Millions
6200	Add : Shares Forfeited		Rs.0.015 Million
	Total		Rs.166.834 Millions

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		166.834	163.154	163.154
2] Share Application Money		35.600	0.000	0.000
3] Reserves & Surplus		1347.702	1249.981	1206.358
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		1550.136	1413.135	1369.512
LOAN FUNDS
1] Secured Loans		1630.691	1142.376	834.846
2] Unsecured Loans		143.907	109.139	128.851
TOTAL BORROWING		1774.598	1251.515	963.697
DEFERRED TAX LIABILITIES		27.000	35.900	40.500
TOTAL		3351.734	2700.550	2373.709
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		1590.267	1333.309	723.797
Capital work-in-progress		324.687	179.603	197.859
INVESTMENT		0.000	0.000	0.000
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	556.150	463.105	446.835
	Sundry Debtors	1079.682	967.435	1005.233
	Cash & Bank Balances	108.081	125.686	345.563
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	331.261	246.008	125.517
Total Current Assets		2075.174	1802.234	1923.148
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	487.229	461.468	331.245
	Other Current Liabilities	70.363	73.413	65.130
	Provisions	80.802	80.388	76.065
Total Current Liabilities		638.394	615.269	472.440
Net Current Assets		1436.780	1186.965	1450.708
MISCELLANEOUS EXPENSES		0.000	0.673	1.345
TOTAL		3351.734	2700.550	2373.709

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2010	31.03.2009	31.03.2008
	SALES
		Income	2299.806	1974.488	2169.300
		Other Income	2.636	0.729	0.700
		TOTAL (A)	2302.442	1975.217	2170.000
Less	EXPENSES
		Raw Materials and Components consumed	1354.665	1120.100
		Personal Expenses	221.100	212.837
		Other Expenses	414.745	381.183
		Preliminary and Deferred Revenue expenses written off	0.672	0.673
		Increase / Decrease in Stock	(54.917)	(8.060)
		TOTAL (B)	1936.265	1706.733	1825.200
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		366.177	268.484	344.800
Less	INTEREST (D)		135.192	134.604	125.800
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		230.985	133.880	219.000
Less/ Add	DEPRECIATION/ AMORTISATION (F)		139.749	77.619	58.600
	PROFIT BEFORE TAX (E-F) (G)		91.236	56.261	160.400
Less	TAX (H)		7.264	11.666	25.800
	PROFIT AFTER TAX (G-H) (I)		83.972	44.595	134.600
Add	EXTRAORDINARY ITEMS		0.000	0.000	0.100
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		593.930	549.335	414.700
	BALANCE CARRIED TO THE B/S		677.902	593.930	549.400
	EARNINGS IN FOREIGN CURRENCY
		Export Earnings	257.800	325.581	180.638
	TOTAL EARNINGS		257.800	325.581	180.638
	IMPORTS
		Raw Materials	305.879	136.989	106.750
		Capital Goods	136.566	19.008	7.471
	TOTAL IMPORTS		442.445	155.997	114.221
	Earnings Per Share (Rs.)		5.03	2.73	8.25

QUARTERLY RESULTS

(Rs. In Millions)

PARTICULARS	30.06.2010	30.09.2010	31.12.2010	31.03.2011	30.06.2011	30.09.2011
	1^st Quarter	2^nd Quarter	3^rd Quarter	4^th Quarter	5^th Quarter	6^th Quarter
Net Sales	556.870	599.900	647.970	709.990	538.080	602.770
Total Expenditure	459.980	501.580	537.890	608.940	441.310	495.280
PBIDT (Excl OI)	96.890	98.320	110.080	101.050	96.770	107.490
Other Income	0.000	0.000	0.000	0.000	0.000	0.000
Operating Profit	96.890	98.320	110.080	101.050	96.770	107.490
Interest	39.570	39.480	43.710	44.000	42.770	42.730
Exceptional Items	0.000	0.000	0.000	0.000	0.000	0.000
PBDT	57.320	58.830	66.370	57.050	54.000	64.760
Depreciation	34.500	35.700	36.810	34.990	36.760	44.240
Profit Before Tax	22.820	23.130	29.560	22.050	17.240	20.520
Tax	2.000	2.000	6.000	(2.000)	1.000	2.000
Provisions and contingencies	0.000	0.000	0.000	0.000	0.000	0.000
Profit After Tax	20.820	21.130	23.560	24.050	16.240	18.520
Extraordinary Items	0.000	0.000	0.000	0.000	0.000	0.000
Prior Period Expenses	0.000	0.000	0.000	0.000	0.000	0.000
Other Adjustments	0.000	0.000	0.000	0.000	0.000	0.000
Net Profit	20.820	21.130	23.560	24.050	16.240	18.520

KEY RATIOS

PARTICULARS		31.03.2010	31.03.2009	31.03.2008
PAT / Total Income	(%)	3.65	2.25	6.20
Net Profit Margin (PBT/Sales)	(%)	3.96	2.84	7.39
Return on Total Assets (PBT/Total Assets}	(%)	2.48	1.79	6.06
Return on Investment (ROI) (PBT/Networth)		0.05	0.04	0.12
Debt Equity Ratio (Total Liability/Networth)		1.56	1.32	1.05
Current Ratio (Current Asset/Current Liability)		3.25	2.93	4.07

LOCAL AGENCY FURTHER INFORMATION

Business Performance and Operations

It gives a sense of accomplishment to report that the Company has achieved an overall growth of 17% whereas the Gross Profit before Interest and Depreciation has increased by 36% and PAT by almost 88%.

Expansion

The Company has been undergoing an expansion cummodernization project for quite sometime. The present facility at Faridabad on a 6.55 acre (26,500 Sqm) land area would leave no scope for expansion after implementation of the ongoing expansion and modernization project. Company's project under NMITLI (New Millennium Indian Technology Leadership Initiative) scheme under the aegis of CSIR in association with prestigious partnering Institutions is also under advance stages of crystallization. The outcome of NMITLI project will altogether create a new product segment for the Company and its successful commercialization would require additional space to set up separate manufacturing/ assembly line for this new generation range of Clutches.

The Company has already purchased plot admeasuring ~ 50,340 Sq. Mtr., at Kahrani (Bhiwadi Extn.) Distt. Alwar, Rajasthan, for setting up an additional facility which will enable the Company to accommodate its present line of business with double capacity and also to manufacture new range products under NMITLI project.

MANAGEMENT DISCUSSION AND ANALYSIS

Industry Structure and Opportunities

Economy

During the last financial year Indian Economy has registered a tremendous growth. A huge Increase in demand of Commodities both necessities and luxury by Indian middle class people is evidencing the growth of Indian Economy. In the last fiscal the purchasing power of the middle class people has increased to a great extent. RBI has also endorsed the growth of Indian Economy by increasing growth, 'projection from 8% to 8.5% for the financial year 2011. IIP has recorded a year on year growth of 14%. Indian economic growth recovered strongly and relatively faster from the effects of the global financial crisis. The Government responded quickly to the crisis with a large stimulus package including reduction in the indirect taxes and other fiscal and monetary measures to boost demand. As a result, industrial growth made rapid strides, registering a double digit increase in the second half of Financial Year 2010, as compared to nearly zero growth in the comparable period of Financial Year 2009. However given the poor monsoon and rise in global commodity prices, inflation has risen sharply since November 2009. Containing inflation is likely to remain a key challenge for the Government and policymakers in the near term.

Indian Automotive Sector

The global Automobile Industry was one of the worst affected by the financial crises. Global Automobile Production declined by about 13% in financial year 2009. Recognizing the importance of the Automobile Industry to their economic and employment growth, many countries in developed and emerging markets responded with measures to boost demand for Automobiles, especially through providing incentives for scrapping old vehicles and by reducing taxes. Helped by the Indian Government's stimulus package primarily comprising a 6% point reduction in excise duty and multiple new product launches by manufacturers, the Indian Automobile Industry registered a healthy growth of about 30% in Financial Year 2010 as compared to a decline of 4.8% in Financial Year 2009.

In the race to be a superpower, India is making frequent and astounding advancements in all fields. From power generation to constructing modern roads, every sector has a huge impetus. Rising above all in a very distinct and appreciable way is the Automobile Sector of India. The automobile sector forms one of the fastest growing sectors in the Indian economy and so is the popularity of automobiles in India. A number of cars and other automobiles are imported and exported every year. Indian Automobile market witnesses a large scale manufacturing of cars, bikes, vans, buses and tractors.

Indian automobile industry is the tenth largest in the world. Every year new and advanced model of cars, bikes and other vehicles are launched by various leading manufacturers suiting the consumer needs. Occupied by various major automobile manufacturers like Tata Motors, Ford Motors, Volkswagen, Maruti Udyog, Hero Honda, Bajaj Auto, Yamaha Motor etc, Indian Automobile industry has become a battlefield of technology, performance and styling. Automobile industry in India is one of the fastest growing automobile industries and has made its position in the world market.

Within the overall Automobile Industry, performance of different segments varied significantly during the year, with commercial vehicle industry registered a growth of about 39%, LCV showed an increase of about 42% and passenger car segment should a healthy growth of about 25% indicating the rising income levels, wealth and aspirations of the Indian consumer. The Indian Tractor Industry, the world's largest grew by about 32% this year, despite a weak monsoon and a badly affected Kharif crop this year.

Sales of multi-axle trucks and trailers are one of the best indicators to gauge the momentum of economic activity in the country. Data from SIAM s lows that trailers with capacities of 16 to 35 tones and 35 to 49 tones have reported a sales growth of 77% and 73 % respectively over the previous year. Similarly sales of multiaxle trucks in the 25-31 tone capacity range have registered growth rate of 158% from 2008-09 to 2009-10. These are used to transport materials used in construction, infrastructure and heavy engineering industries. Overall, truck sales across all categories doubled in March this year, as compared to the same month last year. However, it should be noted that overall sales figures for M and HCV are still lower than the pre-recession sales figures. Doubtless, the segment is witnessing a turnaround but needs to grow even more to achieve the targets laid down in the Automotive Mission Plan. For the upcoming year, it is expected that the LCV segment will continue to grow at a rapid pace.

Overall, the industry has been back to good shape and there is a positive feeling about the current fiscal (2010-11). Automotive Components Manufacturers' Association in its vision 20:20:1 forecast that the Indian auto component industry will achieve domestic turnover of US$20 billion, export turnover of US$20 billion and in the process create additional one million jobs by 2016. These figures reflected significant potential of growth in auto components industry both for the domestic market and exports from India. Growth of auto component industry also depends largely on the growth of automobile sector in India.

It has taken a long time for India's components industry to reach a point where it is being taken seriously. An influx of overseas technology and know-how has provided the impetus for improvements in quality and productivity, to a point where many global companies now view India more favorably than China as a source point for components.

Visually, the clutch has not changed much, but there have been some significant technical advances during the last decade. New environmental and fuel efficiency legislation, combined with major advances in electronics and manufacturing techniques have paved the way for a flood of new automated transmission technologies, including high-performance AMTs (Automated Manual Transmissions), dual-clutch transmissions (DCTs), CVTs (Continuously Variable Transmissions), and highly innovative new technologies such as Torotrak's IVT (Infinitely Variable Transmission) and Antonov's Automatic Drive Transmission. So although automatic transmissions are gaining a greater market share, in Northern Europe over three-quarters of passenger cars are still sold with manual transmission - and with consumer resistance to automatic transmissions remaining strong, can Europe's sceptical consumers be persuaded to change to new dual-clutch transmissions is the question needs to be seen.

FINANCIAL PERFORMANCE OF THE COMPANY

The overall commercial vehicle segment witnessed a growth of 39%, LCV 42%, passenger Cars 25% and Tractor Industry 32% despite a weak monsoon and a badly affected kharif crop during this financial year. However, Company has registered a 16% growth in Sales Turnover in 2009-10 over the previous year declined by 19% over the previous year, the domestic front has grown by 24%.

With spare part business and Emission IV norms vehicle growth of Tata Motors, current year's outlook is very promising Company has launched various new products in the replacement market which are giving overwhelming response. Company will be able to get a good business against these products.

Turnover, net of excise duties, at Rs.2299.800 Millions vs. Rs.1974.500 Millions in 2009-10 was increased by 16% due to increase in demand in Replacement market segment in India and also slight improvement in OEM segment.

OUTLOOK

Company has entered into a Long-Term Supply Agreement with US major Heavy Duty Truck Manufacturer 'Navistar'. This supply agreement includes Clutches for new Vehicles and spares requirements including all makes Trucks. Final Engineering Sign-Off on 14" and 151/2" have been awarded after enough field tests on US Roads. With this achievement, there is an annual business of US$ 30 Mn. Special Generation "B" Clutches suiting OE requirements has been designed, developed and tested under this agreement. These Clutches will be sold under proprietory 'MAXXPOWER' Drivetrain brand. With this breakthrough, Company is targeting to break the five decades monopoly of a single largest Clutch supplier in US.

Haldex is a leading Commercial Vehicles' Brake Manufacturer in US and has a very strong Sales network both in OE as well as in spares channels. They have a countrywide presence and caters to practically every market segment / point of sale. CAL has developed understanding with Haldex to sell Clutches under their "New Clutch Program". These Clutches are sold under Haldex name on the box with Clutch Auto Trade Marks on the products. It has been proved to be a win-win situation, CAL being strong in product, service and technical support, Haldex strong in market presence and distribution channels.

FORM 8

Corporate identity number of the company	L34300DL1971PLC005634
Name of the company	CLUTCH AUTO LIMITED
Address of the registered office or of the principal place of business in India of the company	2-E/14, 1^st Floor, Jhandewallan Extension, New Delhi – 110055, Delhi, India Email Id : cs@clutchauto.com
This form is for	Modification of charge
Charge identification (ID) number of the charge to be modified	10241673
Type of charge	Immovable property Movable property (not being pledge)
Particular of charge holder	Rajasthan State Industrial Development and Investment Corporation Limited, Udyog Bhawan, Tilak Marg, Jaipur – 302005, Rajasthan, India Email Id : ashokmathur@riico.co.in
Nature of instrument creating charge	Memorandum of Entry dated 8.3.2011
Date of instrument Creating the charge	08.03.2011
Amount secured by the charge	Rs.380.000 Millions
Brief of the principal terms an conditions and extent and operation of the charge	Rate of Interest 12.50% per annum on quarterly compounding basis. In case of default additional interest @2%p.a. over and above normal interest on the amount in default for the period of default Terms of repayment 24 Quarterly Installments (i.e.23 Quarterly Installments of Rs.15.800 Millions each and 24th installment of Rs.16.600 Millions) commencing from 15.11.2012 Margin N.A. Extent and operation of the charge First pari-passu charge with DEG, Germany on all the existing fixed assets of the company and assets to be acquired at 12/4, Mathura Road, Faridabad and the fixed assets acquired at SP173-174 RIICO, Industrial Area, Kaharani, Bhiwadi, Distt. Alwar, Rajasthan, India
Short particulars of the property or asset(s) charged (including complete address and location of the property)	First pari passu charge over the borrower's immovable and movable properties including its movable machinery, spares, tools and accessories, present and future including current assets subject to prior charges created and/to be created in favour of the Borrower's banks on the current assets for their working capital limits
Date of instrument modifying the charge	27.10.2010
Particulars of the present modification	The Loan is further secured by way of First charge/Mortgage (on pari passu basis with DEG) by deposit of title deeds (i.e.,Original Lease Deed dated 03.02.2011 executed between Rajasthan State Industrial Development and Investment Corporation Limited and Clutch Auto Limited) of Plot No.SP2-173 and 174, RIICO Industrial Area, Kaharani, Bhiwadi Extension, Distt. Alwar, Rajasthan with Rajasthan State Industrial Development and Investment Corporation Limited

CONTINGENT LIABILITIES

(Rs. In Millions)

Particulars	31.03.2010
i) Claims against the company not acknowledged as debts.	2.249
ii) Disputed Excise duty (including penalty of Rs.21.568 Millions), under appeal before Central Excise and Service Tax Appellate Tribunal Rs.5.000 Millions paid as deposit and shown under loans and advances)	42.136
iii) Income Tax Demand notice issued by ACIT. Company not acknowledge as debts, appeal pending before the CIT	2.345
iv) Cheques discounted with Banks	15.835
v) Guarantees given by Banks (excluding liabilities provided)	10.076
vi) Technology Development Board (TDB) – unreconciled balance of outstanding interest overdue of short Term Loan from TDB However the company has requested waiver for the same on 04.05.2009	1.945
vii) The company is contingently liable for payment of interest on delayed payments made beyond the appointed day during the financial year as well as on outstanding amount at the year end to Micro, Small, and Medium Enterprises under the provisions of Section 16 of The Micro, Small, and Medium Enterprises Development Act, 2006.	6.989

Fixed Assets

· Lord Statue

· Land Freehold

· Building

· Plant and Machinery

· Building

· Fixture and Fittings

· Tools and Implements

· Dies for Clutch Cover and Disc

· Vehicles

· Generator Sets

· Office Equipments

· Testing Equipments

· Air Conditioner and Coolers

· Electrical Installations

· Water Supply System

· Fire Fighting Equipments

· Computer Equipments

· Effluent Treatment Plant

· Intangible Assets

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.53.58
UK Pound	1	Rs.82.97
Euro	1	Rs.69.89

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	6
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	5
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	5
--PROFITABILIRY	1~10	5
--LIQUIDITY	1~10	5
--LEVERAGE	1~10	5
--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	NO
--LISTED	YES/NO	YES
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		46

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.