MIRA INFORM REPORT

Report Date :

27.06.2011

IDENTIFICATION DETAILS

Name :	MINDA VALEO SECURITY SYSTEMS PRIVATE LIMITED
Formerly Known As :	MINDA LOCKING SYSTEMS PRIVATE LIMITED
Registered Office :	A – 15, Ashok Vihar, Phase -1, Delhi – 110052
Country :	India
Financials (as on) :	31.03.2010
Date of Incorporation :	03.01.2007
Com. Reg. No.:	55-157344
Capital Investment / Paid-up Capital :	Rs. 184.654 millions
CIN No.: [Company Identification No.]	U34300DL2007PTC157344
TAN No.: [Tax Deduction & Collection Account No.]	DELM14501E
PAN No.: [Permanent Account No.]	AAECM9265E
Legal Form :	Private limited Liability Company
Line of Business :	Manufacturer of Vehicular, electronic and Mechanical Lock Systems.
No. of Employees :	Not divulged by the management.

RATING & COMMENTS

MIRA’s Rating :

B (27)

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

Maximum Credit Limit :	USD 1200000
Status :	Moderate
Payment Behaviour :	Slow but correct
Litigation :	Clear
Comments :	Subject is a joint venture between Ashok Minda Group and Valeo Security Systems, France. It 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 but correct. The company can be considered for small to mediocre 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.

INFORMATION DECLINED BY

Management Non-cooperative.

LOCATIONS

Registered Office :	A – 15, Ashok Vihar, Phase -1, Delhi – 110052, India
Tel. No.:	91-120-2580249
Fax No.:	91-120-2580247
Email:	bertrand.marty@valeo.com
Website:	http://www.minda.co.in
Corporate Office :	D-9 and 10, Sector – 59, Noida – 201301, UP (India)
Tel. No.:	91-120-2580249, 91-120-2580250, 91-120-2581824
Fax No.:	91-120-2580247, 91-120-2581824
Factory 1 :	B-21, M.I.D.C. Chakan at Nighoje , Post : Kuruli, Tal Khed, District Pune – 410501, Maharashtra, India
Tel. No.:	91-2135-259110
Fax No.:	91-2135-259246
E-Mail :	info@mindavaleo.com

DIRECTORS

AS ON 30.09.2010

Name :	Mr. Jacques Georges Schaffnit
Designation :	Director
Address :	10, Rue Traversiere Tours, France – 37000
Date of Birth/Age :	30.04.1962
Date of Appointment :	29.08.2007
DIN No :	01746755
Name :	Mr. Jeevan Prakash Mahaldar
Designation :	Director
Address :	A 4, Ganga Satellite, Wanowrie, Pune-411040, Maharashtra, India
Date of Birth/Age :	31.12.1958
Date of Appointment :	12.11.2009
DIN No :	00137467
Name :	Mr. Bertrand Marty
Designation :	Whole Time Director, Secretary
Address :	Waterfront Society, Kalyani Nagar Pune, Maharashtra, India
Date of Birth/Age :	01.05.1974
Date of Appointment :	31.05.2007
DIN No :	01422890
Name :	Mr. Avinash Prakash Gandhi
Designation :	Director
Address :	C – 2/14, Safdarjang Development Area, New Delhi-110016, India
Date of Birth/Age :	01.10.1938
Date of Appointment :	31.05.2007
DIN No :	00161107
Name :	Mr. Ashok Minda
Designation :	Director
Address :	17, Olof Palam Marg, Vasant Vihar, New Delhi-110057, India
Date of Birth/Age :	29.06.1961
Date of Appointment :	31.01.2007
DIN No :	00054727
Name :	Mr. Sanjay Thapar
Designation :	Managing Director
Address :	C – 920A, Sushant Lok Phase – 1. Gurgaon-122002 Haryana, India
Date of Birth/Age :	08.01.1959
Date of Appointment :	03.05.2007
DIN No :	01029851
Name :	Mr. Dinesh Chand Sharma
Designation :	Director
Address :	1/3011, Ramnagar Extn Street No.16, Shahdara, Delhi, India-110032, India
Date of Birth/Age :	01.07.1964
Date of Appointment :	23.09.2008
Name :	Mr. P.R. Dhamodharan
Designation :	Director
Address :	Venkatchalapuram, Theni-626572, Tamilnadu, India
Date of Birth/Age :	19.05.1970
Date of Appointment :	12.11.2009
DIN No :	02401889
Name :	Mr. Pedone Pascal Philippe
Designation :	Director
Address :	2 Rue Fernet, Maisons Alfort-94700, France
Date of Birth/Age :	14.10.1969
Date of Appointment :	12.02.2010
DIN No :	02954803

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 30.09.2010

Names of Shareholders	No. of Shares
Valeo Bayen Sas	9232700
Minda Capital Private Limited, India	9232700
Total	18465400

AS ON 30.09.2010

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]	50.00
Bodies corporate	50.00
Total	100.00

BUSINESS DETAILS

Line of Business :

Manufacturer of Vehicular, electronic and Mechanical Lock Systems.

Products :

Product Description	Item Code No.
Locks For Motor – Vehicle	830120
Parts And Accessories For Four Wheelers	870299

PRODUCTION STATUS (AS ON 31.03.2009)

Particulars	Unit	Installed Capacity	Actual Production
Lock Kits	Nos.	3000000	911543
Switches and Other Components	Nos.	10000000	3115442
Tools	Nos.	NA	188

GENERAL INFORMATION

No. of Employees :

Not divulged by the management.

Bankers :

· The Royal Bank of Scotland N.V, Hansalaya Building, 15, Barkhamba Road, New Delhi-110001, India

Facilities :

Secured Loan	As on 31.03.2010 (Rs. in Millions)	As on 31.03.2009 (Rs. in Millions)
Term loan from bank (Including interest accrued and due nil) [Previous year Rs. 0.438 millions] [Repayable with in one year Rs.18.333 millions] (Previous year Rs. nill)	102.298	59.438
Working capital facilities from banks
Cash Credit	58.899	68.079
Short term loan repayable within a year	0.000	20.000
Total	161.197	147.517

Note:

Secured by way of:

• First charge on entire fixed assets of the company and equitable mortgage on factory land and building located at Pune.
• Second charge on entire current assets of the company
• Corporate guarantee from Minda Capital Private Limited

Secured by way of:

• First pari passu hypothecation charge over stocks and book debts of the company.
• Second pari passu charge on the entire movable and immovable fixed assets of the company (excluding assets specifically charged to other banks) located in Pune.

Banking Relations :	--
Auditors :
Name :	Lovelock and Lewes Chartered Accountants
Address :	Muttha Towers, 5^th Floor, Suit No.8, Airport Road, Yerwada, Pune-411006, Maharashtra, India

CAPITAL STRUCTURE

AS ON 31.03.2010

Authorised Capital :

No. of Shares	Type	Value	Amount
21000000	Equity Shares	Rs.10/- each	Rs.210.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
18465400	Equity Shares	Rs.10/- each	Rs.184.654 Millions

AS ON 30.09.2010

Authorised Capital : Rs. 300.000 Millions.

Issued, Subscribed & Paid-up Capital : Rs. 216.654 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		184.654	184.654	184.654
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		135.492	127.528	124.913
4] (Accumulated Losses)		0.000	0.000	(2.693)
NETWORTH		320.146	312.182	306.874
LOAN FUNDS
1] Secured Loans		161.197	147.517	105.246
2] Unsecured Loans		0.000	0.000	0.000
TOTAL BORROWING		161.197	147.517	105.246
DEFERRED TAX LIABILITIES		2.160	0.414	0.000
TOTAL		483.503	460.113	412.120
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		314.519	334.701	271.077
Capital work-in-progress		43.706	30.314	62.397
INVESTMENT		0.000	0.000	0.000
DEFERREX TAX ASSETS		0.000	0.000	0.064
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	118.348	84.270	85.589
	Sundry Debtors	171.005	183.198	158.686
	Cash & Bank Balances	3.166	27.400	6.566
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	70.838	77.506	44.969
Total Current Assets		363.357	372.374	295.810
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	153.144	186.111	182.236
	Other Current Liabilities	68.947	81.412	24.476
	Provisions	15.988	9.753	10.515
Total Current Liabilities		238.079	277.276	217.228
Net Current Assets		125.278	95.098	78.582
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		483.503	460.113	412.120

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2010	31.03.2009	31.03.2008
	SALES
		Income	942.365	778.298	789.483
		Other Income	18.290	23.767	10.570
		TOTAL (A)	960.655	802.065	800.053
Less	EXPENSES
		Material consumed and manufacturing expenses		551.659	590.810
		Personnel cost		99.908	77.377
		Administration and other expenses		56.980	54.078
		Selling and distribution expenses		25.288	35.337
		TOTAL (B)	871.184	733.835	757.602
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		89.471	68.230	42.451
Less	FINANCIAL EXPENSES (D)		23.649	18.865	11.518
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		65.822	49.365	30.933
Less/ Add	DEPRECIATION/ AMORTISATION (F)		51.782	42.354	32.589
	PROFIT BEFORE TAX (E-F) (G)		14.040	7.011	(1.656)
Less	TAX (H)		6.076	1.703	1.037
	PROFIT AFTER TAX (G-H) (I)		7.964	5.308	(2.693)
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		2.615	(2.693)	0.000
	BALANCE CARRIED TO THE B/S		10.579	2.615	(2.693)
	EARNINGS IN FOREIGN CURRENCY
		Export of Finished Goods	NA	167.845	81.806
	IMPORTS
		Raw Materials and Components	NA	104.343	70.432
		Tools	NA	13.473	0.000
		Capital Goods	NA	8.038	6.318
	TOTAL IMPORTS		NA	125.854	76.750
	Earnings Per Share (Rs.)		0.43	0.29	(0.22)

KEY RATIOS

PARTICULARS		31.03.2010	31.03.2009	31.03.2008
PAT / Total Income	(%)	0.83	0.66	(0.34)
Net Profit Margin (PBT/Sales)	(%)	1.49	0.90	(0.21)
Return on Total Assets (PBT/Total Assets}	(%)	2.07	0.99	(0.29)
Return on Investment (ROI) (PBT/Networth)		0.04	0.02	(0.01)
Debt Equity Ratio (Total Liability/Networth)		1.25	1.36	1.05
Current Ratio (Current Asset/Current Liability)		1.53	1.34	1.36

LOCAL AGENCY FURTHER INFORMATION

SUNDRY CREDITORS DETAILS

(Rs. In Millions)

Particulars	31.03.2010	31.03.2009	31.03.2008
Sundry Creditors
- Due to Micro, Small and Medium Enterprises	2.783	10.096	12.658
- Dues to Others	150.361	176.015	169.578
Total	153.144	186.111	182.236

Bankers Charges Report as per Registry

This form is for	Modification of charge
Charge identification number of the modified	10054172
Corporate identity number of the company	U34300DL2007PTC157344
Name of the company	MINDA VALEO SECURITY SYSTEMS PRIVATE LIMITED
Address of the registered office or of the principal place of business in India of the company	A – 15, Ashok Vihar, Phase -1, Delhi – 110052, India
Type of charge	Book Debts Immovable Property Others
Particular of charge holder	The Royal Bank of Scotland N.V, Hansalaya Building, 15, Barkhamba Road, New Delhi-110001, India
Email	gjai@gjai.net
Nature of description of the instrument creating or modifying the charge	Memorandum of Entry dated 09.12.2010
Date of instrument Creating the charge	09.12.2010
Amount secured by the charge	Rs.100.000 Millions
Brief particulars of the principal terms an conditions and extent and operation of the charge	Rate of Interest Interest /such other rate as may be prescribed by the bank from time to time. Terms of Repayment As per Sanction terms of the facilities sanctioned. Margin The company shall maintain such margin as may be specified by the bank from time to time. Extent and Operation of the charge 100 %
Short particulars of the property charged	I) First Pari Passu charge by way of hypothecation over entire current assets of co (both present & future) and Second Pari Passu charge over all moveable fixed assets of the company both present and future. II) Second pari passu charge on immovable property composed of : All the piece and parcel of land plot no. B-21, Chakan Industrial Area of MIDC. village Nighoje Taluka, Khed, Pune, by adm. 25726 sq. mtrs III) together with factory building adm. 5662.29 sq.mtrs.with extra height of 2702.45 sq.mtrs (Total built up area of 8370.45 sq. mtrs) with right of easement thereto.
Date of latest modification prior to the present modification	01.10.2010
Particulars of the present modification	The overall credit facilities of INR 100 Million and security remain the same. Since the Permission to Mortgage (PTM) /No Objection Certificate (NOC) from Maharashtra Industrial Development Corporation (MIDC) was not deposited by the borrower while creating EM on 01.10.2010, and since the same has been now obtained by the borrower from MIDC Now the borrower do hereby deposit the same with the bank to further secure the said credit facilities. Other terms and conditions remain the same.

FIXED ASSESTS

• Leasehold Land
• Building
• Plant and Machinery
• Furniture and Fixtures
• Office Equipment
• Vehicles
• Computer Software
• Product Development Cost Technical Knowhow
• Capital work in Progress

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.44.94
UK Pound	1	Rs.71.89
Euro	1	Rs.64.09

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	3
PAID-UP CAPITAL	1~10	3
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	3
--CREDIT LINES	1~10	3
--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	NO
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		27

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.