MIRA INFORM REPORT

Report Date :

30.06.2011

IDENTIFICATION DETAILS

Name :	BRIDGESTONE TVS INDIA PRIVATE LIMITED (w.e.f. 28.07.2009)
Formerly Known As :	NS ANTIVIBRATION PRODUCTS PRIVATE LIMITED
Registered Office :	TVS Building, 7-B, West Veli Street, Madurai – 625001, Tamilnadu
Country :	India
Financials (as on) :	31.03.2010
Date of Incorporation :	06.10.2008
Com. Reg. No.:	18-69492
Capital Investment / Paid-up Capital :	Rs.51.020 Millions
CIN No.: [Company Identification No.]	U74999TN2008PTC069492
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturers of Anti Vibration Products.
No. of Employees :	185 Approximately (Office – 45 and Factory – 140)

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 1400000
Status :	Moderate
Payment Behaviour :	Slow
Litigation :	Clear
Comments :	Subject is a joint venture between Sundaram Industries Limited and Bridgestone Corporation. It is a company having moderate track. There being recorded by the company. However, Trade relations are fair. Business is active. Payments are reported to be slow. The company can be considered for business dealings with some cautions. The latest Profit and Loss of the company is not available.

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 :	TVS Building, 7-B, West Veli Street, Madurai – 625001, Tamilnadu, India
Tel. No.:	91-452-2532116
Mobile No.:	91-9500422885 (Mr. Murli)
E-Mail :	sundarpk@bstvs.com ps@tvstyres.com
Location :	Rented
Factory :	Plot No.11, Sector 3, IMT Manesar, Gurgaon, Haryana, India
Tel No.:	91-124-4086331
Communication Address :	5^th Floor, Sudarshan Building 14, Whites Road, Chennai – 600014, Tamilnadu, India
Tel No.:	91-44-28526007-9
Chennai Project (Under Construction):	Village No.136, Vaipur B Block, Eraiyur Village, Mathur Post, Siriperumbudur Taluk, Kanchipuram District – 602105, Tamilnadu, India
Tel. No. :	91-44-27152500 / 27152501
Fax No. :	91-44-27173517

DIRECTORS

As on 30.08.2010

Name :	Mr. Naresh Ramchandran
Designation :	Director
Address :	No. 10, Jawahar Road, Madurai – 625002, Tamilnadu, India
Date of Birth/Age :	28.02.1957
Date of Appointment :	26.03.2009
DIN No. :	00273609
Name :	Mrs. Shobhana Ramchandhran
Designation :	Director
Address :	No. 10, Jawahar Road, Madurai – 625002, Tamilnadu, India
Date of Birth/Age :	30.01.1960
Date of Appointment :	09.10.2008
Name :	Mr. Takeo Kumakura
Designation :	Director
Address :	1-23-24, Kotsubo, Zushi-shi, Kanagawa – 2490008, Japan
Date of Birth/Age :	02.12.1954
Date of Appointment :	26.03.2009
Date of Ceasing :	14.06.2010
Name :	Mr. Tetsuo Shimizu
Designation :	Director
Address :	4-3-15 104, Roppongi, Minato-ku, Tokyo – 1060032, Japan
Date of Birth/Age :	13.02.1963
Date of Appointment :	26.03.2009
Date of Ceasing :	10.11.2009
Name :	Mr. Shigeo Oki
Designation :	Managing Director
Address :	4-3-1 Sunstage Ryokuentoshi, Higashinimachi, 7-705, Ryokuenizomiku, Yokodhama, Kanagawa – 2450002, Japan
Date of Birth/Age :	23.02.1955
Qualification :	B.E.
Experience :	32 Years
Date of Appointment :	26.03.2009
DIN No. :	02531616
Name :	Mr. Yoichi Ohira
Designation :	Director
Address :	3-2-1-1101, Libre Kawaguchi-Bangai, Kawaguchi-shi, Satiama – 3320015, Japan
Date of Birth/Age :	18.02.1964
Date of Appointment :	10.11.2009
Name :	Mr. Noriyuki Kawai
Designation :	Director
Address :	3-23-Ogidai, I Chome 3-23, Irimashi – 3580023, Japan
Date of Birth/Age :	17.11.1956
Date of Appointment :	14.06.2010
Name :	Mr. Yashuhiko Okada
Designation :	Director
Address :	7-3-35 304, Shinjyuku, Shinjyuku, Tokyo- 1600022, Japan
Date of Birth/Age :	06.02.1962
Qualification :	B.E.
Experience :	25 Years
Date of Appointment :	30.01.2010
Date of Ceasing :	22.11.2010
DIN No. :	02531408
Name :	Mr. Kosuke Toba
Designation :	Director
Address :	2149-9, Isshiki Hayama-Machi, Miura – Gun, Kanagawa – 2400111, Japan
Date of Birth/Age :	02.08.1965
Qualification :	B.E.
Experience :	20 Years
Date of Appointment :	07.05.2009
Date of Ceasing :	22.11.2010
DIN No. :	02531428

KEY EXECUTIVES

Name :	Mr. P K Sundaresan
Designation :	Company Secretary
PAN No. :	AIZPS7199D
Name :	Mr. Murli
Designation :	H. R. Department

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 30.08.2010

Names of Shareholders	No. of Shares
Sundaram Industries Limited, India	2499980
Sundaram Industrial Limited and Mr. R. Naresh	10
Bridgestone Corporation, Japan	2602011
Bridgestone Corporation and Shigeo Oki, Japan	10
Bridgestone Corporation and Yashuhiko Okada	10
Bridgestone Corporation and Kosuke Toha	10
Sundaram Industries Limited and Shobhana Ramchandhran	10
Total	5102041

As on 30.08.2010

Category	Percentage
Foreign holdings [Foreign institutional investors, Foreign Companies, Foreign Financial Institutions, Non-resident Indian or Overseas corporate bodies or others]	51.00
Bodies Corporate	49.00
Total	100.00

BUSINESS DETAILS

Line of Business :

Manufacturers of Anti Vibration Products.

Products :

Products Description	Item Code No.
Rubber and Rubber Bonded Components	310.1, 310.2, 310.9

Imports :

Products :

Raw Materials

Countries :

· Japan

· Thailand

Terms :

Selling :

Credit

Purchasing :

Depend

GENERAL INFORMATION

Customers :

Wholesalers and Manufacturer

No. of Employees :

185 Approximately (Office – 45 and Factory – 140)

Bankers :

· State Bank of India

Industrial Finance Branch, 103, Anna Salai, Chennai – 600002, Tamilnadu, India

· Standard Chartered Bank

Facilities :

Secured Loans	(As on 31.03.2010) Rs. in millions	(As on 31.03.2009) Rs. in millions
External Commercial Borrowing (ECB) from Standard Chartered Bank	116.208	0.000
Total	116.208	0.000

Note

Secured by Pari Passu first charge on all movable fixed assets (both present and future) at all locations

Banking Relations :	--
Auditors :
Name :	Deloitte Haskins and Sells Chartered Accountant
Address :	ASV N Ramanas Tower, 52, Venkatnarayana Road, T Nagar, Chennai – 600 017, Tamil Nadu, India
Holding Company :	Bridgestome Corporation
Parent Company :	Sundaram Industries Limited

CAPITAL STRUCTURE

As on 31.03.2010

Authorised Capital :

No. of Shares	Type	Value	Amount
6000000	Equity Share	Rs.10/- each	Rs.60.000 Millions

Issued, Subscribed & Paid-up Capital:

No. of Shares	Type	Value	Amount
5102041	Equity Share dully paid-up Bridgestone Corporation (2602041 Equity Shares) Sundaram Industries Limited (2500000 Equity Shares)	Rs.10/- each	Rs.51.020 Millions

NOTE:

Of the above 2490000 Equity Shares of Rs.10/- each have been allotted as fully paid up pursuant to a slumpsale agreement for consideration other than cash

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2010	31.03.2009
SHAREHOLDERS FUNDS
1] Share Capital		51.020	51.020
2] Share Application Money		0.000	0.000
3] Reserves & Surplus		307.041	307.243
4] (Accumulated Losses)		(17.534)	0.000
NETWORTH		340.527	358.263
LOAN FUNDS
1] Secured Loans		116.208	0.000
2] Unsecured Loans		0.000	0.000
TOTAL BORROWING		116.208	0.000
DEFERRED TAX LIABILITIES		0.000	0.342
TOTAL		456.735	358.605
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		131.358	96.700
Capital work-in-progress		277.372	38.381
INVESTMENT		0.000	0.000
DEFERREX TAX ASSETS		0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	40.355	22.689
	Sundry Debtors	127.724	46.880
	Cash & Bank Balances	83.236	222.931
	Other Current Assets	0.000	0.000
	Loans & Advances	90.372	17.081
Total Current Assets		341.687	309.581
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	239.772	83.858
	Other Current Liabilities	52.277	2.152
	Provisions	1.633	0.047
Total Current Liabilities		293.682	86.057
Net Current Assets		48.005	223.524
MISCELLANEOUS EXPENSES		0.000	0.000
TOTAL		456.735	358.605

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2009
	SALES
		Income	6.595
		Other Income	0.080
		TOTAL	6.675
Less	EXPENSES
		Office Expenses
		Administrative Expenses	6.076
		Advertising Expenses
		TOTAL	6.076
	PROFIT BEFORE TAX		0.599
Less	TAX		0.397
	PROFIT AFTER TAX		0.202
	BALANCE CARRIED TO THE B/S		0.202
	Earnings Per Share (Rs.)		0.04

KEY RATIOS

PARTICULARS		31.03.2010	31.03.2009
PAT / Total Income	(%)	NA	3.03
Net Profit Margin (PBT/Sales)	(%)	NA	9.08
Return on Total Assets (PBT/Total Assets}	(%)	NA	0.15
Return on Investment (ROI) (PBT/Networth)		NA	0.00
Debt Equity Ratio (Total Liability/Networth)		1.20	0.24
Current Ratio (Current Asset/Current Liability)		1.16	3.60

LOCAL AGENCY FURTHER INFORMATION

FINANCIAL

The year 2009-10 has been a very important for the Company. During the year, the Company achieved some major milestones such as making the Chennai Plant fully ready and scaling up or production and Sales at the Manesar Plant and Approvals from Key Customers for the Chennai Plant.

The Company was rechristened as subject on 28th July 20009, after the approval of the change in name by the Registrar of Companies.

The Chennai Project has come up in a short time following the starting of construction in May 2009. The facility has the necessary infrastructure including IT and Connectivity, DG power breakup and Effluent and Sewage treatment plant. The full complement of machinery required such as mixing, moulding, metal preparation, assembly along with a modern QC laboratory have been installed.

The Overall Capital Expenditure during the year 2009-10 amounted to around Rs 291 million. The Capital Expenditure has been part funded through an External Commercial Borrowing and Equity.

MARKET AND FUTURE OUTLOOKS

The Company is gelling established as a leading player in the Automotive Anti Vibration Product market in the OEM segment. The Indian Automobile industry has shows signs of buoyancy and almost. all the leading OEMs have registered good growth. Even the new MNC entrants in to indian market like Nissan are quite upbeat about the future prospects in the domestic segment as well as exports out of India. The existing players are introducing many new models and variants in the passenger car segment. These offer key growth prospects for the Company and with this in mind expansion is planned at both the plants.

OPERATING RESULTS

With increased off-take from customers, the Company could post a Sales Turnover of Rs 914 Million for the year 2009-10. However the bottom-line is negative at. Rs 18 Million, due to large fixed revenue expenditure that had to be incurred during the year in setting up of the green-field Facility at Chennai.

As for the year 20J0 11, the ramp-up of production and sales at Chennai Plant are underway. Based on the projections for 2010.11. The Company is likely to break-even on a monthly basis towards the end of the financial year.

FORM 8:

Corporate identity number of the company	U74999TN2008PTC069492
Name of the company	Bridgestone TVS India Private Limited
Address of the registered office or of the principal place of business in India of the company	TVS Building, 7B West Veli Street, Madurai – 625001, Tamilnadu, India sundarpk@bstvs.com
This form is for	Creation of charge
Type of charge	Movable property (not being pledge) Book Debts
Particular of charge holder	State Bank of India Industrial Finance Branch, 103 Anna Salai, Chennai – 600002, Tamilnadu, India kpkchennai@yahoo.co.in
Nature of instrument creating charge	a) Agreement of Loan for Overall Limit b) Agreement of Hypothecation of Goods and Assets c) Letter regarding the Grant of Individual Limits with in the Overall Limit d) Amendment Agreement
Date of instrument Creating the charge	23.04.2010
Amount secured by the charge	Rs.120.000 Millions
Brief of the principal terms an conditions and extent and operation of the charge	Rate of Interests: As stipulated by the bank from time to time - presently 0.50% below SBAR at 11.25% p.a. with monthly rests. Terms of Repayment: As stipulated by the bank from time to time. Margin: Cash Credit - 25% for Raw material, Stock in Process, Finished Goods, Receivables* LC (WC) - Nil BG (WC – Nil Extent and Operation of the charge: As per agreements.
Particulars of the property charged	Cash Credit (Hyp) - First charge on the entire current assets of the company viz, raw materials, stocks in process, finished goods, spares, consumables and stores, receivables of the company. LC (WC) - Merchandise covered under LCs and first charge over current assets as stipulated for CC (Hyp) Facility. BG (WC) - Counter Guarantee and first charge on the entire current assets as stipulated for CC (Hyp) facility.

FIXED ASSETS:

· Goodwill

· Improvement to Building

· Plant and Machinery

· Office Equipments

· Moulds

· Electrical Installations

· Computers

· Furniture and Fittings

· 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.44.94
UK Pound	1	Rs.71.91
Euro	1	Rs.64.60

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	4
--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		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

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.