MIRA INFORM REPORT

Report Date :

01.06.2011

IDENTIFICATION DETAILS

Name :	MINDA ACOUSTIC LIMITED (w.e.f.08.09.2009)
Formerly Known As :	FIAMM MINDA AUTOMOTIVE LIMITED
Registered Office :	B – 64 / 1, Wazirpur Industrial Area, New Delhi – 110052
Country :	India
Financials (as on) :	31.03.2010
Date of Incorporation :	07.07.2004
Com. Reg. No.:	127423
Capital Investment / Paid-up Capital :	Rs.238.255 Millions
CIN No.: [Company Identification No.]	U34300DL2004PLC127423
Legal Form :	A Closely Held Public Limited Liability Company
Line of Business :	Manufacturer of Automotive Horns and Components.
No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

Ba (45)

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

Maximum Credit Limit :	USD 2251200
Status :	Satisfactory
Payment Behaviour :	Usually correct
Litigation :	Clear
Comments :	Subject is a part of N K Minda Group engaged in providing automotive horns. It is an established company having satisfactory track. The company has incurred some losses in the current year. However, trade relations are 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 – 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 :	B – 64 / 1, Wazirpur Industrial Area, New Delhi – 110052, India
E-Mail :	dpanda@mindgroup.com
Website :	www.mindagroup.com
Corporate Office :	Village Naharpur Kasan, P.O. Nakhr, Near Heritage Village, Gurgaon – 122050, Haryana, India
Tel No. :	91-124-2290427 / 2290428 / 2290674 / 2290675 / 693 / 698
Fax No. :	91-124-2290676

DIRECTORS

AS ON 29.07.2010

Name :	Mr. Nirmal Kumar Minda
Designation :	Director
Address :	J – 10 / 32 – 33, DLF City, Phase – II, Gurgain, Haryana, India
Date of Birth/Age :	17.11.1957
Date of Appointment :	07.07.2004
Name :	Mr. Sudhir Jain
Designation :	Director
Address :	C – 14, CC Colony, Opp. Rana Pratap Bagh, Delhi – 110007, India
Date of Birth/Age :	06.01.1958
Date of Appointment :	10.03.2005
Name :	Mr. Pradeep Tiwari
Designation :	Managing Director
Address :	W – 502, Sacared Heart Town, Wanowire, Pune, Maharashtra ,India
Date of Birth/Age :	26.01.1958
Date of Appointment :	24.03.2006
Name :	Mr. Vijay Kumar Jain
Designation :	Director
Address :	3 C / 10, New Rothak Road, New Delhi, India
Date of Birth/Age :	08.03.1947
Date of Appointment :	03.07.2007
Name :	Mr. Rakesh Sony
Designation :	Director
Date of Birth/Age :	02.01.1976
Date of Appointment :	17.02.2010

KEY EXECUTIVES

Name :	Mr. Dinesh Gupta
Designation :	Secretary
Address :	VPO Kund, District Rewari, Haryana, India
Date of Birth/Age :	08.10.1976
Date of Appointment :	20.05.2009

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 29.07.2010

Names of Shareholders	No. of Shares
Nirmal K Minda	2197600
Vijay Kumar Jain	200
Sudhir Jain	200
H. C. Dhamija	100
Vikas Jain	100
Brijesh Saini	200
Pradeep Mann	100
Suman Minda	2369625
Minda Investments Limited, Delhi, India	10268447
Minda Industries Limited, Delhi, India	3685000
J. K. Menon	100
Harkrishnan Lal	100
Rajat Bajaj	100
Nirmal K Minda - HUF	2369626
Pioneer Finest Limited, Delhi, India	1341547
Shivmani Barter Private Limited, Delhi, India	1592500
TOTAL	23825545

AS ON 29.07.2010

Equity Share Breakup	Percentage of Holding
Category
Bodies corporate	58.57
Directors or relatives of directors	29.12
Others	12.31
Total	100.00

BUSINESS DETAILS

Line of Business :

Manufacturer of Automotive Horns and Components.

Products :

Item Code No. (ITC Code)	Product Description
870899	Automotive Horns
870899	Components

PRODUCTION STATUS

AS ON 31.03.2010

Particulars	Unit	Installed Capacity	Actual Production
Automotive Horns	Nos.	29671200	11179166

GENERAL INFORMATION

No. of Employees

Not Available

Bankers :

• Axis Bank Limited, Statesman House, 148, Barakhamba Road, New Delhi – 110001, India
• Canara Bank, 3-F, Kamla Nagar, Delhi 110007, India

Facilities :

Rs. In Millions

SECURED LOAN	31.03.2010	31.03.2009
Term Loans	0.000	20.380
Working Capital Loans *
From Banks	32.053	36.928
From Other than Banks and Financial Institutions
Companies
Vehicle Loans **	5.576	9.238
TOTAL	37.629	66.546
* Working capital loan is secured by hypothecation of inventories and receivables, both present and uture. The Loan is also collaterally by a charge on fixed assets of the company both present and future. Amount due within one year Rs. 32.096 millions. ** Vehicle loan from other than banks are secured by hypothecation of the vehicles that have been acquired. Amount due within one year Rs. 3.649 millions

Banking Relations :

---

Auditors :

Name :

Deloitte Haskins and Sells

Chartered Accountant

Address :

7^th Floor, Building No. 10 B, DLF Cyber City Complex, DLF City Phase – II, Gurgaon – 122002, Haryana, India

Name :

Jain Ajay and Associates

Chartered Accountant

Address :

104, Usha Kiran Building, Azadpur Commercial Complex, Delhi 110033, India

Holding Company:

FIAMM SPA (upto March 6, 2008)

Fellow subsidiaries and other companies which does not exercise control or significant influence over the company :

· S.C.E.Klaxon (upto March 6, 2008)

· Fiamm Latin Component Automobiles (upto March 6, 2008)

· Fiamm Technologies Inc. (upto March 6, 2008)

CAPITAL STRUCTURE

AS ON 31.03.2010

Authorised Capital :

No. of Shares	Type	Value	Amount
16300000	Equity Shares	Rs. 10 /- each	Rs.163.000 Millions
34700000	1% Non Cumulative Fully Convertible Preferences Shares	Rs. 10 /- each	Rs.347.000 Millions
			Rs.510.000 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
14167347	Equity Shares	Rs. 10 /- each	Rs.141.673 millions
9658198	1% Non Cumulative Fully Convertible Preferences Shares	Rs. 10 /- each	Rs. 96.581 millions
			Rs.238.255 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		238.255	238.255	455.755
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		324.559	329.566	33.074
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		562.814	567.821	488.829
LOAN FUNDS
1] Secured Loans		37.629	66.546	70.914
2] Unsecured Loans		0.000	0.000	0.000
TOTAL BORROWING		37.629	66.546	70.914
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		600.443	634.367	559.743
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		273.109	312.433	301.444
Capital work-in-progress		0.000	0.349	10.349
INVESTMENT		0.000	0.000	0.000
DEFERREX TAX ASSETS		22.206	23.101	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	130.631	118.222	91.224
	Sundry Debtors	209.342	194.383	306.145
	Cash & Bank Balances	75.458	99.526	17.121
	Other Current Assets	0.000	2.343	1.535
	Loans & Advances	79.512	40.723	35.418
Total Current Assets		494.943	455.197	451.443
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	152.182	121.283	163.458
	Current Liabilities	5.360	13.273	17.879
	Provisions	32.273	22.157	22.156
Total Current Liabilities		189.815	156.713	203.493
Net Current Assets		305.128	298.484	247.950
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		600.443	634.367	559.743

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2010	31.03.2009	31.03.2008
	SALES
		Sales	915.920	953.401	861.858
		Other Income	12.568	53.807	27.359
		TOTAL (A)	928.488	1007.208	889.217
Less	EXPENSES
		Cost of Materials	618.656	579.721	521.288
		Manufacturing Expenses	64.306	56.868	60.480
		Employees Remuneration and Benefits	103.065	96.285	65.485
		Administrative Expenses	95.223	131.044	74.992
		Selling and Distributions Expenses	19.677	32.168	24.400
		Increase/(Decrease) in Finished Goods	(21.158)	19.620	0.000
		TOTAL (B)	879.769	915.706	746.645
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		48.719	91.502	142.572
Less	FINANCIAL EXPENSES (D)		4.317	12.893	11.117
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		44.402	78.609	131.455
Less/ Add	DEPRECIATION/ AMORTISATION (F)		48.511	65.840	76.376
	PROFIT BEFORE TAX (E-F) (G)		(4.109)	12.769	55.079
Less	TAX (H)		0.896	1.228	0.909
	PROFIT AFTER TAX (G-H) (I)		(5.005)	32.811	54.170
	EARNINGS IN FOREIGN CURRENCY
		Export Earnings	344.377	510.195	780.718
	TOTAL EARNINGS		344.377	510.195	780.718
	IMPORTS
		Raw Materials	146.034	191.116	184.218
		Capital Goods	0.000	0.695	0.000
	TOTAL IMPORTS		146.034	191.811	184.218
	Earnings Per Share (Rs.)		(0.35)	2.32	4.96

KEY RATIOS

PARTICULARS		31.03.2010	31.03.2009	31.03.2008
PAT / Total Income	(%)	(0.53)	3.26	6.09
Net Profit Margin (PBT/Sales)	(%)	(0.44)	1.34	6.39
Return on Total Assets (PBT/Total Assets)	(%)	(0.53)	1.66	7.32
Return on Investment (ROI) (PBT/Networth)		(0.00)	0.02	0.11
Debt Equity Ratio (Total Liability/Networth)		0.40	0.39	0.56
Current Ratio (Current Asset/Current Liability)		2.60	2.90	2.22

LOCAL AGENCY FURTHER INFORMATION

BACKGROUND

The name of Fiamm Minda Automotive Limited has been changed to Minda Acoustic Limited w.e.f 21.09.2009. The company is carring on the business of manufacture, assemble and sale of automotive horns and discs. On 04.08.2009 6,942,000 shares held by Fiamm Spa, Fabbrica, Italy transferred to Mr.Nirmal Minda and his associates. The accompanying financial statements reflect the results of the activities undertaken by the Company during the year ended March 31, 2010.

OPERATIONS

The company has achieved a turnover of Rs.951.219 millions as against Rs. 994.221 millions during the last year. The Profit after Tax (PAT) for the current year is Rs. (5.005) millions against previous year Rs. 32.810 millions.

AMALGAMATION OF THE COMPANY WITH MINDA INDUSTRIES LIMITED.

The Directors have approved the scheme of amalgamation of the Company with Minda Industries Limited Initially, the company was incorporated as a Joint Venture company and later on the Joint Venture was terminated. The purpose of being a separate Company is no longer beneficial in current scenario. The amalgamation will result in saving in terms of various overheads and in turn the members/shareholders worth of their shares will also increase. As per the scheme, the shareholders of the company will get 100 (One Hundred only) equity shares of Minda Industries Limited in exchange of 1798 (One Thousand Seven Hundred Ninety Eight Only) equity shares.

CHANGE OF ADDRESS:

The Registered Address of the company has been shifted from B-73, Wazirpur Industrial Area, New Delhi – 110052, India to the present address i.e. B-64/1, Wazirpur Industrial Area, New Delhi – 110052, India w.e.f. 25.09.2007.

FIXED ASSETS:

· Land – Leasehold

· Building

· Goodwill

· Plant and Machinery

· Computers

· Office Equipments

· Furniture and Fixtures

· Vehicles

· Dies and Tools

FORM 8:

Corporate identity number of the company	U34300DL2004PLC127423
Name of the company	MINDA ACOUSTIC LIMITED (w.e.f.08.09.2009)
Address of the registered office or of the principal place of business in India of the company	B – 64 / 1, Wazirpur Industrial Area, New Delhi – 110052, India
This form is for	Modification of charge
Type of charge	Book debts Movable property (not being pledge) Floating charge
Particular of charge holder	Canara Bank, 3-F, Kamla Nagar, Delhi 110007, India Email: ca_rcg@yahoo.co.in
Nature of instrument creating charge	Agreement for opening Inland Irrevocable Letter of Credit dated 06.12.2010, Hypothecation Agreement of goods and book-debts dated 06.12.2010 and Counter Indemnity dated 06.12.2010
Date of instrument Creating the charge	06.12.2010
Amount secured by the charge	RS. 25.000 millions
Brief of the principal terms an conditions and extent and operation of the charge	Rate of interest @ 13% p.a. at monthly rest or at such rate(s) as would prevail at the time of arising of any liability under the limits. Terms of repayment Payable on demand Margin 10% Extent and operation of the charge 100% Other To secure all amounts payable under BG limit of Rs. 25.000 millions with FLC as a sub-limit of Rs. 5.000 millions granted to/enjoyed by the Company together with all interests, costs, charges, expenses, commission etc.
Short particulars of the property charged (Including location of the property)	Hypothecation of all stock of all goods and commodities purchased, acquired, received under Bank Guaran-tee limit now lying or hereafter stored at Company's godowns, yards and premises at B-64/1, Wazirpur Indl. Area, Delhi-110052 or at any other place(s) including those in transit and all the book-debts, outstandings, monies receivables, claims and bills arising out of the sale, disposal of the goods received under the said credit facilities - both present and future. Collaterally secured by all plant, machinery, motor vehicles, tools and accessories of the Agreement as also the machinery etc. to be purchased hereafter particulars whereof will be furnished later erected/to be erected/kept/to be kept or in transit for being erected at the premises of the borrower situated at Village Naharpur Kasan, Tehsil & Distt. Gurgaon (Haryana) wheresoever it may be.
Particulars of the present modification	The charge on stock of all goods as detailed in Schedule of Hypothecation Agreement and all book-debts arising out of the sale of such goods - both present and future stands enhanced from Rs, 10.000 millions to Rs. 25.000 millions to secure all amounts payable under BG limit of Rs. 25.000 millions with FLC as a sub-limit of Rs. 5.000 millions granted to/enjoyed by the Company together with all interests, costs, charges, expenses, commission etc. Interest rate stands changed to 13% p.a. at monthly rest or at such rate(s) as would prevail at the time of arising of any liability under the limits. Margin shall be 10% Other terms and conditions remained the same.

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.45.03
UK Pound	1	Rs.74.43
Euro	1	Rs.64.75

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
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	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		45

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.