MIRA INFORM REPORT

Report Date :

04.01.2011

IDENTIFICATION DETAILS

Name :	TG KIRLOSKAR AUTOMOTIVE PRIVATE LIMITED
Registered Office :	Plot No. 20, Building No. 1, Bidadi Industrial Area, Ramananagaram District, Bangalore – 562109, Karnataka
Country :	India
Financials (as on) :	31.12.2009
Date of Incorporation :	29.09.1998
Com. Reg. No.:	08-024273
CIN No.: [Company Identification No.]	U25111KA1998PTC024273
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturer of plastic parts in the interior and exterior parts and steering wheels for automobiles.

RATING & COMMENTS

MIRA’s Rating :

B (26)

RATING		STATUS	PROPOSED CREDIT LINE
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small

Maximum Credit Limit :	USD 1257908
Status :	Moderate
Payment Behaviour :	Slow
Litigation :	Clear
Comments :	Subject is an established company having moderate track. Profitability of the company appears to be low. However trade relations are reported as fair. Business is active. Payments are reported to be slow. The company can be considered for business dealings with some cautions.

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 – April 1, 2010

Country Name	Previous Rating (31.12.2009)	Current Rating (01.04.2010)
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 (GENERAL DETAILS)

Name :	Mr. Ramkrishna
Designation :	Secretary
Contact No.:	91-80-27287160
Date :	04.01.2011

LOCATIONS

Registered Office :	Plot No. 20, Building No. 1, Bidadi Industrial Area, Ramananagaram District, Bangalore – 562109, Karnataka, India
Tel. No.:	91-80-27287160
Fax No.:	91-80-27287152
E-Mail :	rama.krishna@tgkl.ttp.co.in
Factory :	Toyota Techno Park, Plot No.20, Building No.1, Bidadi Industrial Area, Ramananagaram, Bangalore – 562109, Karnataka, India
Tel. No.:	91-80-27287160
Fax No.:	91-80-27287152
Web Site :	http://www.tgkl.ttp.co.in
Area :	5000 sq. ft. (Approximately)
Location :	Rented

DIRECTORS

AS ON 12.04.2010

Name :	Mr. Hiroshi Mukai
Designation :	Managing Director
Address :	Flat # 501, Brigade, Lakeview Apartments, 4^th Cross, 35^th Main BTM 2^nd Stage, Bangalore – 560068, Karnataka, India
Date of Birth/Age :	16.02.1959
Date of Appointment :	05.02.2009
Name :	Mr. Sundararaman Kalyanaraman
Designation :	Whole-time Director
Address :	# S-31, Kirloskar Colony, 3^rd Stage, Basaveshwara Nagar, Bangalore – 560079, Karnataka, India
Date of Birth/Age :	25.03.1950
Date of Appointment :	22.01.2007
Name :	Mr. Kanji Kumazawa
Designation :	Additional Director
Address :	# 14-1, Kamo Hongo, Chiaki Cho, Ichinomiya, Aichi Pref – 4910801, Japan
Date of Birth/Age :	28.04.1952
Date of Appointment :	12.11.2009
Name :	Mr. Yuichi Shibui
Designation :	Director
Address :	2-6, Takane, Honmachi, Toyota City, Aichi, Japan
Date of Birth/Age :	04.11.1948
Date of Appointment :	29.06.2010

KEY EXECUTIVES

Name :	Mr. Venkata Rama Krishna Devarsetti
Designation :	Secretary
Address :	# 16, 1^st A, Cross Anubhavanagar, Nagar Bhavi Main Road, Bangalore – 560072, Karnataka, India
Date of Birth/Age :	21.05.1976
Date of Appointment :	21.02.2009

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

(AS ON 12.04.2010)

Names of Shareholders	No. of Shares	Percentage of Holding
Toyota Gosei Company Limited, Japan	15180000	69.00
Kirloskar Systems Limited, India	5720000	26.00
Toyota Toyota Tsusho Corporation, Japan	1100000	5.00
Total	22000000	100.00

(AS ON 30.06.2010)

Category	Percentage
Foreign holdings [Foreign institutional investors, Foreign Companies, Foreign Financial Institutions, Non-resident Indian or Overseas corporate bodies or others]	74.00
Bodies corporate	26.00
Total	100.00

BUSINESS DETAILS

Line of Business :	Manufacturer of plastic parts in the interior and exterior parts and steering wheels for automobiles.
Import of
Product :	Raw material
Country :	Japan
Terms :
Purchasing :	L/C, Cash, Credit
Selling :	L/C, Cash

PRODUCTION STATUS [As on 31.12.2009]

Particulars	Licensed Capacity	Installed Capacity (Machine Hours)	Actual Production (Nos.)
Interior and Exterior plastic parts and Steering Wheels for automobiles	Not Applicable	49075	3128260

GENERAL INFORMATION

Customers :	OEM’s
No. of Employees :	150 (In office and In Factory)
Bankers :	Bank of Tokyo – Mitsubishi UFJ Limited, Branch Anna Salai, Chennai

Banking Relations :	--
Auditors :
Name :	Deloitte Haskins and Sells Chartered Accountants
Address :	Deloitte Centre, Anchorage II, # 100/2, Richmond Road, Bangalore – 560025, Karnataka, India
Tel. No.:	91-80-66276000
Fax No.:	91-80-66276011
Holding Company :	Toyoda Gosei Company Limited
Fellow Subsidiary :	Toyoda Gosei (Thailand) Company Limited
Associate :	Kirloskar Oil Engines Limited - Upto 10'" Dec,2009. Kirloskar Systems Limited - From 11" Dec, 2009.

CAPITAL STRUCTURE

Authorised Capital :

No. of Shares	Type	Value	Amount
22,000,000	Equity Share	Rs.10/- each	Rs. 220.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
22,000,000	Equity Share	Rs.10/- each	Rs. 220.000 Millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.12.2009	31.12.2008	31.12.2007
SHAREHOLDERS FUNDS
1] Share Capital		220.000	220.000	220.000
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		94.477	46.239	37.911
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		314.477	266.239	257.911
LOAN FUNDS
1] Secured Loans		0.000	0.000	0.029
2] Unsecured Loans		0.000	0.000	0.000
TOTAL BORROWING		0.000	0.000	0.029
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		314.477	266.239	257.940
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		109.320	141.835	87.279
Capital work-in-progress		18.328	1.501	16.683
INVESTMENT		0.050	0.050	0.050
DEFERREX TAX ASSETS		19.500	20.700	18.700
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	26.801	201.611	26.903
	Sundry Debtors	97.664	40.086	60.156
	Cash & Bank Balances	178.346	106.717	162.369
	Other Current Assets	4.886	1.330	6.903
	Loans & Advances	35.573	47.474	20.164
Total Current Assets		343.270	397.218	276.495
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	109.804	250.312	84.564
	Other Current Liabilities	14.261	24.574	13.367
	Provisions	51.926	20.179	43.336
Total Current Liabilities		175.991	295.065	141.267
Net Current Assets		167.279	102.153	135.228
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		314.477	266.239	257.940

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.12.2009	31.12.2008	31.12.2007
	SALES
		Income	827.662	766.756	518.830
		Other Income	18.685	20.126	NA
		TOTAL (A)	846.347	786.882	NA
Less	EXPENSES
		Material Consumed	540.74	522.391	NA
		Manufacturing and Other Expenses	153.267	214.379	NA
		Amortisation Technical Know How	13.255	4.116	NA
		TOTAL (B)	707.262	740.886	NA
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		139.085	45.996	NA
Less	FINANCIAL EXPENSES (D)		0.105	0.127	NA
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		138.980	45.869	NA
Less/ Add	DEPRECIATION/ AMORTISATION (F)		29.744	28.902	NA
	PROFIT BEFORE TAX (E-F) (G)		109.236	16.967	86.240
Less	TAX (I)		32.189	6.451	NA
	PROFIT AFTER TAX (G-I) (J)		72.047	10.516	NA
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		44.839	36.511	NA
Less	APPROPRIATIONS
		Proposed Dividend on Equity Shares	20.350	1.870	NA
		Tax on Proposed Dividend	3.458	0.318	NA
	BALANCE CARRIED TO THE B/S		93.078	44.839	NA
	IMPORTS
		Raw Materials	1.277	6.232	NA
		Stores & Spares	2.579	1.720	NA
		Capital Goods	3.826	11.162	NA
		Others	5.007	228.387	NA
	TOTAL IMPORTS		12.689	247.501	NA
	Earnings Per Share (Rs.)		3.27	0.48	NA

KEY RATIOS

PARTICULARS		31.12.2009	31.12.2008	31.12.2007
PAT / Total Income	(%)	8.51	1.34	--
Net Profit Margin (PBT/Sales)	(%)	13.20	2.21	16.62
Return on Total Assets (PBT/Total Assets}	(%)	24.14	3.15	23.70
Return on Investment (ROI) (PBT/Networth)		0.35	0.06	0.33
Debt Equity Ratio (Total Liability/Networth)		0.56	1.11	0.55
Current Ratio (Current Asset/Current Liability)		1.95	1.35	1.96

LOCAL AGENCY FURTHER INFORMATION

Sundry Creditors Details :

Particulars	31.12.2009	31.12.2008	31.12.2007
Sundry Creditors
Dues to Micro and Small Enterprises	0.038	0.164	0.064
Others	109.766	250.147	84.500
Total	109.804	250.311	84.564

FINANCIAL RESULTS :

The Turnover has reached to Rs. 827.66 Millions with an increase of 8 % in comparison with year 2008. The Profit before Tax is RS. 109.24 Millions @ 13.20 % of Turnover. The Net profit after Tax is RS. 72.05 Millions which is @ 8.70 % of Turnover. The total additions to Fixed Assets block is RS. 9.28 Millions and Intangible Asset is RS. 1.79 Millions. The Depreciation to Fixed Assets block is RS. 29.74 Millions and Amortisation to Intangible Asset is RS. 13.25 Millions. The Shareholders Fund stood at RS. 314.48 Millions.

They have lot of challenges during the year 2010 because of two new projects 800L (Toyota EFC Car) and Nissan.

PERFORMANCE :

During the year 2009, the company has achieved 100% on the delivery front. The PPM level of Quality was less than 3. As regards to the cost is concerned we were able to achieve by way of indigenization. We also took action in process improvement with suppliers. The aim was to be cost competitive. Coming to the year 2010, they have a great challenge ahead to get prepared for the small car project. This involves new technique to be implemented. The Nissan project will start in middle of this year and we are fully geared up for the same.

INDUSTRIAL RELATIONS:

During the year the operators of TGKL has formed a Union "T. G. Kirloskar Automotive Pvt. Ltd. Workers Union".

The Industrial Relation in TGKL continuous to be cordial. This is mainly because of the regular interactions between the Management and the employees. Your Directors believe in solving the problems on the face to face meeting, the co-operation and involvement of all the employees.

Form : 8

BANKERS CHARGES REPORT AS PER REGISTRY

Name of the company	TG KIRLOSKAR AUTOMOTIVE PRIVATE LIMITED
Presented By	Mr. Kumaraswamy, Company Secretary
1) Date and description of instrument creating the change	Agreement of Demand Loan / Cash Credit and Hypothecation dated 11.04.2005 Agreement for Hypothecation of Account Receivables / Book debts dated 11^th April 2005. Loan sanction letter No. A/2005-06/1 dated 11^th April 2005
2) Amount secured by the charge/amount owing on the securities of charge	Rs. 70.000 Millions
3) Short particular of the property charged. If the property acquired is subject to charge, date of the acquired of the property should be given	Hypothecation of Raw Materials, Semi-finished goods and Finished Goods and Book Debts
4) Gist of the terms and conditions and extent and operation of the charge.	I. Loan Amount Rs. 70.000 Millions II. Rate of Interest : Cost + spread III. Max Tenor : 1 Year IV. Purpose : Working Capital
5) Name and Address and description of the person entitled to the charge.	UFJ Bank Limited, New Delhi Branch, Upper Ground Floor, Mercantile House, 15, Kasturba Gandhi marg, New Delhi – 110001
6) Date and brief description of instrument modifying the charge	Not Applicable
7) Particulars of modifications specifying the terms and conditions or the extent of operations of the charge in which modification is made and the details of the modification.	Not Applicable

FIXED ASSETS :

• Plant and Machinery
• Leasehold Improvements
• Containers
• Data Processing Equipments
• Office Equipments
• Furniture and Fixture
• 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. 44.84
UK Pound	1	Rs. 69.32
Euro	1	Rs. 59.79

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
PAID-UP CAPITAL	1~10	3
OPERATING SCALE	1~10	3
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	2
--PROFITABILIRY	1~10	2
--LIQUIDITY	1~10	3
--LEVERAGE	1~10	3
--RESERVES	1~10	2
--CREDIT LINES	1~10	3
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	NO
--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	NO
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		26

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.