MIRA INFORM REPORT

Report Date :

21.07.2011

IDENTIFICATION DETAILS

Name :	MOTHERSON ADVANCED TOOLING SOLUTIONS LIMITED
Formerly Known As :	MAHAMAYA BUILDCON INDIA PRIVATE LIMITED
Registered Office :	2^nd Floor, F-7, Block B1, Mohan Co-operative Industrial Estate, Mathura Road, Delhi – 110044
Country :	India
Financials (as on) :	31.03.2010
Date of Incorporation :	16.10.2007
Com. Reg. No.:	55-169491
Capital Investment / Paid-up Capital :	Rs.200.000 Millions
CIN No.: [Company Identification No.]	U45400DL2007PLC169491
Legal Form :	A Closely Held Public Limited Liability Company.
Line of Business :	Manufacture of High Quality Broaches and HSS Gear Cutting Tools
No. of Employees :	Not Available

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 540000
Status :	Moderate
Payment Behaviour :	Slow
Litigation :	Clear
Comments :	Subject is a subsidiary of Samvardhana Motherson Group. It is a company having moderate track. There appears some accumulated losses recorded by the company. 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 caution.

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 :	2^nd Floor, F-7, Block B1, Mohan Co-operative Industrial Estate, Mathura Road, Delhi – 110044, India
Tel. No.:	91-22-25883531/ 40555940
Fax No.:	91-22-25882540/ 40555940
E-Mail :	manojmaheshwari@mass.motherson.com rekha_soni2006@rediffmail.com
Website :	http://www.motherson.com http://www.marsltd.com
Head Office/ Marketing Office :	S1, Vedant Commercial Complex, First Pokhran Road, 400606 Thane (Maharashtra), India
Tel. No.:	91-22-25883531
Fax No.:	91-22-25882540
Email :	marketing@mats.motherson.com
Factory 1:	Gear Cutting Tools Division A-3, MIDC Industrial Area, Chikalthana, Aurangabad -431210, Maharashtra, India
Tel. No.:	91-0240 2485217/ 2485218/ 2485219
Fax No.:	91-0240 2484363
Email :	unit_three@mats.motherson.com
Factory 2:	Broach and Gauge Manufacturing Unit F-2, MIDC Industrial Area, Chikalthana, Aurangabad -431210, Maharashtra, India
Tel. No.:	91-0240 2485329 / 2485379 / 2585646
Email :	unit_two@mats.motherson.com
Factory 3:	Gandhidham Works Plot No. 197-201, Mithirohar Growth Centre, Gandhidham, Kutch -370201, Gujarat, India
Tel No.:	91-02836 326811/ 299998
Fax No.:	91-02836 299600
Email :	unit_four@mats.motherson.com

DIRECTORS

(AS ON 26.08.2010)

Name :	Mr. Arvind Soni
Designation :	Director
Address :	Hotel Parth Upper Road, Haridwar – 249401, Uttaranchal, India
Date of Birth/Age :	04.06.1975
Name :	Mrs. Suman Chhanno
Designation :	Director
Address :	H – 518, Kali Bari Marg, New Delhi – 110001, India
Date of Birth/Age :	09.08.1963
Name :	Mr. Laksh Vaaman Sehgal
Designation :	Director
Address :	B-300, New Friends Colony, New Delhi - 110065, India
Date of Birth/Age :	29.11.1982
Date of Appointment :	20.03.2009
Name :	Mr. Chandra Shekhar Panda
Designation :	Director
Address :	E-24, First Floor, Green Park, New Delhi- 110016, India
Date of Birth/Age :	08.02.1956
Date of Appointment :	10.11.2008
Name :	Mr. Parthasarathy Srinivasan
Designation :	Director
Address :	6322, Alok Vihar, Sector 50, Noida – 201301, Uttar Pradesh, India
Date of Birth/Age :	16.11.1956
Date of Appointment :	20.03.2009
Name :	Mr. Rohitash Gupta
Designation :	Director
Address :	12-C, Pocket C SFS Flat Phase III, Mayur Vihar, New Delhi – 110096, India
Date of Birth/Age :	03.10.1966
Date of Appointment :	01.09.2008

KEY EXECUTIVES

Name :	Ms. Nikita Verma
Designation :	Company Secretary
Address :	B7, Krishna Pura Oil Mill Gate, Modi Nagar – 201204, Uttar Pradesh, India
Date of Birth/Age :	21.03.1984
Date of Appointment :	22.06.2009
Name :	Mr. M. M. Verma
Designation :	Chief Operating Officer
Date of Birth/Age :	53 years
Qualification :	Master of Engineering PGDBM
Experience :	28 years

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

(AS ON 26.08.2010)

Names of Shareholders	No. of Shares
Samvardhana Motherson Finance Limited, India	19999400
Ashok Tandon	100
Rohitash Gupta	100
Chandra Shekhar Panda	100
Manoj Maheshwari	100
Renu Sehgal	100
Geetal Soni	100
Total	20000000

(AS ON 31.03.2011)

Names of Allottee	No. of Shares Allotted (Preference)
Samvardhana Motherson Finance Limited, India	2300000
Total	2300000

(AS ON 30.09.2010)

Category	Percentage
Bodies corporate	100.00
Total	100.00

BUSINESS DETAILS

Line of Business :

Manufacture of High Quality Broaches and HSS Gear Cutting Tools

Products :

Products Description	Item Code No.
Broach	82076090
Gauges	90318000
Shaving Cutter	82077090

GENERAL INFORMATION

No. of Employees :

Not Available

Bankers :

· State Bank of India

Overseas Branch, Jawahar Vyapar Bhawan, 1 Tosltoy Marg, New Delhi – 111001, India

Facilities :

Secured Loans	31.03.2010	31.03.2009
	(Rs. In Millions)
From Bank
Term Loan	295.000	0.000
Cash Credit	28.220	0.000
Total	323.220	0.000
NOTE: Secured by charge over the entire fixed assets of the company and an equitable mortgaged over the specified properties (land and building) of the company situated at Thane, Aurangabad, Ambernath and Gandhidham. Further secured by Collateral charge over the entire current assets including receivables of the company both present future. Secured by way of hypothecation created on all current and future book debts of the Company. The loan is further secured by the hypothecation of plant and machinery acquired /to be acquired by the Company. Term Loans repayable within a year Rs.20.000 Millions (Previous year Rs Nil). Samvardhana Motherson Finance limited (SMFL) has given a corporate guarantee in respect of these loans.

Banking Relations :	--
Auditors :
Name :	Price Waterhouse Chartered Accountant
Address :	Building 8, 7-8 Floor, Tower B, DLF Cyber City, Gurgaon – 122002, Haryana, India
Holding Company :	Samvardhana Motherson Finance Limited, India
Subsidiaries :	· Motherson Auto Solutions Limited · Motherson Machinery and Automations Limited · Motherson Molds and Die-casting Limited · Samvardhana Motherson Virtual Analysis Limited · Nachi Motherson Tool Technology Limited · SAKS Ancilliaries Limited · Motherson Zanotti Refrigeration System Limited · Samvardhana Motherson Finance Services Cyprus Limited · Avonhill Limited · Samvardhana Motherson Finance Services Inc · Samvardhana Motherson Holdings (M) Private Limited · Motherson Climate System Limited · Tigers Connect Travel Systems and Solutions Limited · Motherson Time tooth Technologies Inc · Motherson Sumi Infotech and Designs Limited · MSID US Inc.

CAPITAL STRUCTURE

(AS ON 30.09.2010)

Authorised Capital :

No. of Shares	Type	Value	Amount
25000000	Equity Share	Rs.10/- each	Rs.250.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
22300000	Equity Share	Rs.10/- each	Rs.223.000 Millions

(AS ON 31.03.2010)

Authorised Capital :

No. of Shares	Type	Value	Amount
25000000	Equity Share	Rs.10/- each	Rs.250.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
20000000	Equity Share	Rs.10/- each	Rs.200.000 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		200.000	200.000	0.100
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		0.000	0.000	0.000
4] (Accumulated Losses)		(64.905)	(5.779)	(0.016)
NETWORTH		135.095	194.221	0.084
LOAN FUNDS
1] Secured Loans		323.220	0.000	0.000
2] Unsecured Loans		0.000	0.000	0.000
TOTAL BORROWING		323.220	0.000	0.000
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		458.315	194.221	0.084
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		421.707	0.000	0.000
Capital work-in-progress		2.189	6.363	0.000
INVESTMENT		0.000	0.000	0.000
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	57.178	0.000	0.000
	Sundry Debtors	77.836	0.000	0.000
	Cash & Bank Balances	5.325	186.208	0.105
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	14.467	3.117	0.000
Tot4al Current Assets		154.806	189.325	0.105
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditor	37.776	0.737	0.046
	Other Current Liabilities	7.301	0.173	0.000
	Provisions	75.310	0.557	0.000
Total Current Liabilities		120.387	1.467	0.046
Net Current Assets		34.419	187.858	0.059
MISCELLANEOUS EXPENSES		0.000	0.000	0.025
TOTAL		458.315	194.221	0.084

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2010	31.03.2009	31.03.2008
	SALES
		Sales (Net)	226.909	0.000	0.000
		Job Work Income	6.995	0.000	0.000
		Other Income	8.543	2.202	0.000
		TOTAL (A)	242.447	2.202	0.000
Less	EXPENSES
		Cost of Goods Sold	52.614	0.000	0.000
		Personnel Expenses	115.186	0.935	0.000
		Operating and Administrative Expenses	64.977	1.583	0.011
		Preliminary Expenses Written off	0.000	0.000	0.006
		TOTAL (B)	232.777	2.518	0.017
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		9.670	(0.316)	(0.017)
Less	FINANCIAL EXPENSES (D)		32.440	4.712	0.000
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		(22.770)	(5.028)	(0.017)
Less/ Add	DEPRECIATION/ AMORTISATION (F)		36.340	0.000	0.000
	PROFIT BEFORE TAX (E-F) (G)		(59.110)	(5.028)	(0.017)
Less	TAX (H)		0.016	0.734	0.000
	PROFIT AFTER TAX (G-H) (I)		(59.126)	(5.762)	(0.017)
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		(5.779)	(0.017)	0.000
	BALANCE CARRIED TO THE B/S		(64.905)	(5.779)	(0.017)
	EARNINGS IN FOREIGN CURRENCY
		Export Earnings	8.989	Nil	Nil
	TOTAL EARNINGS		8.989	Nil	Nil
	IMPORTS
		Raw Materials	0.929	Nil	Nil
		Stores & Spares	3.613	Nil	Nil
	TOTAL IMPORTS		4.542	Nil	Nil
	Earnings Per Share (Rs.)		(2.96)	(6.87)	(1.62)

KEY RATIOS

PARTICULARS		31.03.2010	31.03.2009	31.03.2008
PAT / Total Income	(%)	(24.39)	(261.67)	0.00
Net Profit Margin (PBT/Sales)	(%)	26.05	0.00	0.00
Return on Total Assets (PBT/Total Assets}	(%)	(10.25)	(2.66)	(16.19)
Return on Investment (ROI) (PBT/Networth)		(0.44)	(0.03)	(0.20)
Debt Equity Ratio (Total Liability/Networth)		3.28	0.01	0.55
Current Ratio (Current Asset/Current Liability)		1.29	129.06	2.28

LOCAL AGENCY FURTHER INFORMATION

OPERATIONS

The Company had executed Business Transfer Agreement with Dagger Forst Tools Limited (DFTL) on 29.01.2009 for the purchase of the Business Undertaking of DFTL by the Company as a going concern on Slump Sale basis. DFTL was engaged in the business, amongst others, of manufacture of high precision cutting tools, viz. Broaches, Hobs, Shaper Cutters, and Shaving Cutters (Gear Cutting Tools) with factories situated at Aurangabad, Gandhidham and Ambernath. The Company acquired control of the above mentioned Business Undertakings w.e.f 1st June, 2009.

The Company had sales of Rs.226.909 Millions.

FORM 8:

Corporate identity number of the company	U45400DL2007PLC169491
Name of the company	MOTHERSON ADVANCED TOOLING SOLUTIONS LIMITED
Address of the registered office or of the principal place of business in India of the company	2nd Floor, F-7, Block B-1, Mohan Cooperative Industrial Estate, Mathura Road, Delhi – 110044, India manojmaheshwari@mass.motherson.com
This form is for	Modification of charge
Type of charge	Immovable property
Particular of charge holder	State Bank of India Overseas Branch, Jawahar Vyapar Bhawan, 1, Tosltoy Marg, New Delhi – 111001, India anill.jain@sbi.co.in
Nature of instrument creating charge	First exclusive charge created on the property of the company situated at Gandhidham for the security of TL and working capital facility of the company
Date of instrument Creating the charge	22.07.2010
Amount secured by the charge	Rs.410.000 Millions
Brief of the principal terms an conditions and extent and operation of the charge	Rate of Interests: Cash Credit/Term Loan - at SBAR, presently 12.25% p.a. with monthly rests subject to change from time to time. Commission on Letter of Credit/Bank Guarantee - As applicable under Bank Rules. Terms of Repayment: Working Capital - Payable on demand. Term Loan of Rs.300.000 Millions - Repayment in 28 installments starting from 2010. First Five installments of Rs.5.000 Millions each, six to nine installments of Rs.7.500 Millions each, Ten to 13th installments of Rs.12.500 Millions, 14th and 15th installments of Rs.13.800 Millions, 16th and 17th installments of Rs.13.700 Millions, 18th to 25th installments of Rs.15.000 Millions, 26th and 27th installments of Rs.6.700 Millions and last installment of Rs.6.600 Millions. Margin: Raw Materials/Stock-in-Process/Finished Goods/Stores and Spares - 25%, Book debts/Receivables (cover period 75 days) - 25%, Letter of Credit/Bank Guarantee - 15%. Extent and Operation of the charge: The charge operates till the repayment of all the dues together with interest and all other charges in respect of credit facilities availed/to be availed by the company from the bank. Others: i) The above is to secure the credit facilities provided by the bank to the company as under : Cash Credit - Rs.90.000 Millions, Term Loan - Rs.300.000 Millions, Letter of Credit^ - Rs.10.000 Millions, Bank Guarantee^ - Rs.10.000 Millions, One time Bank Guarantee* - (Rs.295.000 Millions), totaling Rs.410.000 Millions. ^ Full interchangeability. * One time Bank Guarantee to be extinguished through Term Loan disbursement. ii) All other terms and conditions as per Arrangement Letter No. SBI/OBND/RM-I/2008-09/382 dated 6.01.2009.
Particulars of the property charged	First exclusive Charge created on the property of the company situated at197-201, Mithirohar (GGDC), Industrial Estate, Gandhidham, District Kutch, Gujarat
Particulars of the present modification	First exclusive Charge created on the property of the company situated at 197-201, Mithirohar (GGDC), Industrial Estate, Gandhidham, District Kutch, Gujarat for the security of TL and Working capital limit.

FIXED ASSETS:

· Land

· Building

· Plant and Machinery

· Furniture and Fixtures

· Motor vehicles

· Computers

WEBSITE DETAILS:

OVERVIEW

Motherson Advanced Tooling Solutions Limited (MATS), a subsidiary of Samvardhana Motherson Group is ISO 9001:2000 certified company, manufacturing high quality broaches and HSS Gear Cutting Tools for wide spectrum industry segments like automobile industry, power sector, defense and other engineering industries.

MATS acquired the gear cutting tool business of Dagger Forst Tools Limited which gave it access to DFTL’S technology for design and manufacturing of highly specialized Broaching and Gear Cutting Tools. MATS is a market leader with 55% of market share in Broaches and is one of the leading brands with 35% of market share in Gear Cutting tools in India and also exports to USA, Europe, RSA, Iran, South East Asia, Australia etc.

It has 4 manufacturing sites located in Western India fully equipped with state-of-the-art manufacturing and testing facilities including in-house Heat Treatment facilities.

PROFILE:

Subject is a significant part in the metal division of the world-renowned group “SAMVARDHANA MOTHERSON”.

Subject was incorporated by acquiring Broaches and GCT business from ‘Dagger-Forst Tools Limited’ w.e.f. 01^st June 2009. Company is pioneers in manufacture of high quality broaches and HSS Gear Cutting Tools in India. They have 4 manufacturing sites located in Western India fully equipped with state of the art manufacturing and testing facilities including in-house Heat Treatment facilities. All plants are ISO 9001: 2000 certified.

They are market leaders in India and also have a considerable market share in USA, Europe, RSA, Iran, South East Asia, Australia etc. Reputed automobile manufacturers like GM, Ford, Hyundai, Eicher, Hero Honda, Suzuki and Yamaha are their valued customers along with auto component manufacturers like Dana Spicer, Fair Field, GKN and Graziano Transmissions.

The Product range includes Broaches, Hobs, Shaving Cutters, Shaper Cutters, Master Gears and Spline Gauges.

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.44.46
UK Pound	1	Rs.71.67
Euro	1	Rs.62.94

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	3
PAID-UP CAPITAL	1~10	4
OPERATING SCALE	1~10	3
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	3
--PROFITABILIRY	1~10	3
--LIQUIDITY	1~10	3
--LEVERAGE	1~10	3
--RESERVES	1~10	2
--CREDIT LINES	1~10	2
--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		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.