MIRA INFORM REPORT

Report Date :

27.01.2011

IDENTIFICATION DETAILS

Name :	RIETER NITTOKU AUTOMOTIVE SOUND PROOF PRODUCTS INDIA PRIVATE LIMITED
Registered Office :	RNS 15, SIPCOT Industrial Growth Centre, Oragadam, Vadakkupattu Post, Sriperumbudur Taluk, Kancheepuram – 603 204, Tamilnadu
Country :	India
Financials (as on) :	31.03.2009
Date of Incorporation :	03.06.2008
Com. Reg. No.:	18-072877
CIN No.: [Company Identification No.]	U72900TN2008PTC072877
TAN No.: [Tax Deduction & Collection Account No.]	CHER10424B
PAN No.: [Permanent Account No.]	AAECR1409H
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturer and Developer of components, modules and total systems for acoustic comfort and thermal management in motor vehicles.

RATING & COMMENTS

MIRA’s Rating :

Ca (11)

RATING		STATUS	PROPOSED CREDIT LINE
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

Status :	Yet to commence business
Payment Behaviour :	Unknown
Litigation :	Clear
Comments :	As per last available financials, the company has not started its business operations. Payment terms are not known. The company can be considered for business dealings on a secured 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 – 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

LOCATIONS

Registered Office :	RNS 15, SIPCOT Industrial Growth Centre, Oragadam, Vadakkupattu Post, Sriperumbudur Taluk, Kancheepuram – 603 204, Tamilnadu, India
E-Mail :	subramanian.venkateswaran@rieterauto.com
Corporate Office :	Swathi Centre, 5, Ananda Road, Alwarpet, Chennai – 600 018, Tamilnadu, India
Tel. No.:	91-44-42030271
Fax No.:	91-44-42030272

DIRECTORS

As on 19.11.2009

Name :	Mr. Frederic Michel Thebaud
Designation :	Director
Address :	Wehntalstrasse 142, Regensberg, Switzerland 8158
Date of Birth/Age :	05.08.1967
Date of Appointment :	03.06.2008
DIN No.:	00592891
Name :	Mr. Uwe Dieter Trautmann
Designation :	Director
Address :	Violet Country Villa 112, Lane 258, Gao Jing Road, Shanghai, China 201702
Date of Birth/Age :	02.02.1957
Date of Appointment :	17.07.2008
DIN No.:	02276085
Name :	Mr. Masahiro Nojima
Designation :	Director
Address :	Gran City Eurocoat Akabane 708, 13-7, Kamya –Chome, Kita-ku, Tokyo, Japan 1150043
Date of Birth/Age :	01.05.1945
Date of Appointment :	06.08.2008
DIN No.:	02293681
Name :	Mr. Ajay Vats
Designation :	Alternate Director
Address :	S-110, Mall Apartments, SFS Flats, Mall Road, New Delhi – 110 054, India
Date of Birth/Age :	07.12.1954
Date of Appointment :	06.08.2008
DIN No.:	00152006
Name :	Mr. Makio Teiichi Sakai
Designation :	Additional Director
Address :	2-22-1-1406, Nishinippori, Arakawa-Ku, Tokyo 1160013
Date of Birth/Age :	25.04.1953
Date of Appointment :	15.06.2010
DIN No.:	03077787
Name :	Mr. Manabu Shibata
Designation :	Director
Address :	1-7, Ishigamidai Oiso-Cho, Nakagun, Kanagawapref, Japan 2590113
Date of Birth/Age :	12.12.1940
Date of Appointment :	17.07.2008
Date of Ceasing :	15.06.2010
DIN No.:	02293656
Name :	Mr. Thomas Martin Anwander
Designation :	Director
Address :	IM Lerchenbuel 24, Winterthur 8405
Date of Birth/Age :	19.02.1960
Date of Appointment :	03.06.2008
Date of Ceasing :	06.08.2008
DIN No.:	00470001
Name :	Mr. Michael Paul Enderle
Designation :	Alternate Director
Address :	Buel 6, 9548 Matzingen
Date of Birth/Age :	25.09.1959
Date of Appointment :	17.07.2008
Date of Ceasing :	31.08.2009
DIN No.:	00470236

KEY EXECUTIVES

Name :	Mr. Subramanian V.
Designation :	Company Secretary
Address :	Flat TI, Block Jains Ashraya I Phase, Vembuli Amman Koil Street, K.K. Nagar West, Chennai – 600 078, Tamilnadu, India
Date of Birth/Age :	06.08.1958
Date of Appointment :	09.07.2009
PAN No.:	AACPV0298F
Name :	Mr. Ralph Ruthner
Designation :	Chief Executive Officer
Date of Birth/Age :	62 Years
Qualification :	Diploma in Wirtsch.-Ing.
Experience :	35 Years
Date of Appointment :	15.09.2008

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 19.11.2009

Names of Shareholders	No. of Shares
Rieter Automotive (International) AG, Switzerland	11220000
Nihon Tokushu Toryo Company Limited, Japan	10780000
Total	22000000

As on 19.11.2009

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 and Developer of components, modules and total systems for acoustic comfort and thermal management in motor vehicles.

GENERAL INFORMATION

Bankers :

Not Available

Banking Relations :	--
Auditors :
Name :	B.S.R. and Associates Chartered Accountants
Address :	No.10, Mahatma Gandhi Road, Nungambakkam, Chennai – 600 034, Tamilnadu, India
Tel. No.:	91-44-39145000
Fax No.:	91-44-39145999
Joint Ventures :	Rieter Automotive (International) AG, Switzerland (Holding Company) Nihon Tokushu Toryo Company Limited, Japan
Fellow Subsidiaries :	Rieter India Private Limited Rieter Automotive India Private Limited

CAPITAL STRUCTURE

As on 19.11.2009

Authorised Capital :

No. of Shares	Type	Value	Amount
22000000	Equity Shares	Rs.10/- each	Rs.220.000 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
22000000	Equity Shares	Rs.10/- each	Rs.220.000 millions

As on 31.03.2009

Authorised Capital :

No. of Shares	Type	Value	Amount
15000000	Equity Shares	Rs.10/- each	Rs.150.000 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
15000000	Equity Shares	Rs.10/- each	Rs.150.000 millions

Notes:

Of the above, 7650000 equity shares of Rs.10/- each are held by the Rieter Automotive (International) AG, Switzerland and 7350000 equity shares of Rs.10/- are held by Nihon Tokushu Toryo Company Limited, Japan.)

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2009
SHAREHOLDERS FUNDS
1] Share Capital		150.000
2] Share Application Money		0.000
3] Reserves & Surplus		0.000
4] (Accumulated Losses)		(8.482)
NETWORTH		141.518
LOAN FUNDS
1] Secured Loans		0.000
2] Unsecured Loans		0.000
TOTAL BORROWING		0.000
DEFERRED TAX LIABILITIES		0.000
TOTAL		141.518
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		68.596
Capital work-in-progress		51.588
INVESTMENT		0.000
DEFERREX TAX ASSETS		0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	0.000
	Sundry Debtors	0.000
	Cash & Bank Balances	59.206
	Other Current Assets	0.000
	Loans & Advances	4.860
Total Current Assets		64.066
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	32.597
	Other Current Liabilities	10.135
	Provisions	0.000
Total Current Liabilities		42.732
Net Current Assets		21.334
MISCELLANEOUS EXPENSES		0.000
TOTAL		141.518

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2009
	SALES
		Income	0.000
		Other Income	0.000
		TOTAL	0.000
Less	EXPENSES
		Preliminary Expenses	1.085
		Preoperative Expenses	7.358
		TOTAL	8.443
	PROFIT BEFORE TAX		(8.443)
Less	TAX		0.039
	PROFIT AFTER TAX		(8.482)
	Earnings Per Share (Rs.)		(0.57)

KEY RATIOS

PARTICULARS		31.03.2009
PAT / Total Income	(%)	0.00
Net Profit Margin (PBT/Sales)	(%)	0.00
Return on Total Assets (PBT/Total Assets}	(%)	(6.36)
Return on Investment (ROI) (PBT/Networth)		(0.06)
Debt Equity Ratio (Total Liability/Networth)		0.30
Current Ratio (Current Asset/Current Liability)		1.50

LOCAL AGENCY FURTHER INFORMATION

Note:

The registered office of the company has been shifted from Plot No. RNS 15, Renault Nissan Suppliers Park, SIPCOT Industrial Growth Centre, Oragadam, Sriperumbudur Taluk – 602 105, Tamilnadu to the present address w.e.f. 15.06.2010.

BACKGROUND:

The company was incorporated on June 3 2008. The company is a developer and producer of components, modules and total systems for acoustic comfort and thermal management in motor vehicles. The company is a joint venture between Rieter Automotive International (“Rieter”), a Swiss based company established in 1795 and Nihon Tokushu Toryo Company Limited (“Nittoku”), a Japanese based company established in 1929. The company is establishing its manufacturing facility at Renault Nissan Suppliers’ Park, SIPCOT Industrial Growth Centre, Oragadam, Vidakkupattu Village, Sriperumbudur Taluk, Kancheepuram District, Tamilnadu.

PROJECT:

The company’s factory at SIPCOT Industrial Growth Centre, Oragadam, Near Chennai is coming up fast and bearing unforeseen circumstances, it is expected that the Commercial production would commence in May 2010 as scheduled.

SHARE CAPITAL:

During the period, the company has issued 15000000 Nos. of Equity Shares of Rs.10/- each.

The Authorised share capital as well as paid up share capital of the company have been since increased from Rs.150.000 millions to Rs.220.000 millions.

FIXED ASSETS:

· Land – Leasehold

· Computer

· Office Equipment

· 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 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.45.53
UK Pound	1	Rs.72.78
Euro	1	Rs.62.14

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	3
PAID-UP CAPITAL	1~10	2
OPERATING SCALE	1~10	-
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	2
--PROFITABILIRY	1~10	-
--LIQUIDITY	1~10	2
--LEVERAGE	1~10	2
--RESERVES	1~10	-
--CREDIT LINES	1~10	-
--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	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		11

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.