MIRA INFORM REPORT

Report Date :

09.03.2011

IDENTIFICATION DETAILS

Name :	RINDER INDIA PRIVATE LIMITED (w.e.f. 24.06.1998)
Formerly Known As :	FIEM RINDER PRIVATE LIMITED HALOGEN AUTO AND ELECTRICAL INDUSTRIES PRIVATE LIMITED
Registered Office :	Gat No.148-A, Mahalunge Ingale, Off Chakan - Talegaon Road, Tal Khed, District Pune – 401501, Maharashtra.
Country :	India
Financials (as on) :	31.12.2009
Date of Incorporation :	18.01.1988
Com. Reg. No.:	11-45915
CIN No.: [Company Identification No.]	U31506PN1988PTC045915
TAN No.: [Tax Deduction & Collection Account No.]	PNER06605E
PAN No.: [Permanent Account No.]	AAACH4211R
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturer, Importer and Exporter of Lighting Equipments and Automobile Parts.

RATING & COMMENTS

MIRA’s Rating :

A (60)

RATING		STATUS	PROPOSED CREDIT LINE
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

Maximum Credit Limit :	USD 2100000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a well established member company of Rinder, Spain. It is a company having fine track. Financial position of the company appears to be sound. Trade relations are fair. Payments are correct and as per commitments. The company can be considered goods for normal 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

INFORMATION PARTED BY

Name :	Mr. Raj Kumar
Designation :	Accountant
Contact No.:	91-9850984086
Date :	08.03.2011

LOCATIONS

Registered Office :	Gat No.148-A, Mahalunge Ingale, Chakan - Talegaon Road, Taluka Khed, District Pune – 401501, Maharashtra, India
Tel. No.:	91-20-30616100/ 200
Fax No.:	91-20-30616161/62
E-Mail :	rinder@rinder.in rinder.in@rinder.com marketing@rinder.in
Website :	http://www.rinder.in
Location :	Owned
Area :	1 Hectare
Corporate Office :	Plot No. 74-74A, F-II Block, MIDC, Pimpri, Pune - 411018, Maharashtra, India.
Tel. No.:	91-20-56114461/ 27470481/ 27472508
Fax No.:	91-20-27472435
E-Mail :	rinder@vsnl.com / marketing@rinder.in rinder.in@rinder.com
Website :	http://www.rinder.com
Location :	Owned
Area :	15000 Sq.ft.
Overseas Office :	Parque Technologico de Bizkaia, Pabellon 105, 2 Planta – 48170 Zamudio – Spain.
Tel No :	91-34-944317871
Fax No :	91-34-902998439
Branches :	Plot No.12-13, Sector – 16, HSIIDC Industrial Estate, Bahadurgarh - 124 507, Haryana, India.
Tel No :	91-1276-215727
Fax No :	91-1276-244964
E mail:	schaudhary@rinder.in

DIRECTORS

As on 30.06.2010

Name :	Mr. Fernando Echevarria
Designation :	Director
Address :	C. Particular Del Club, 4-5, Fi Lasarenas, Gucho – 48930, Vizcaya, Spain
Date of Birth/Age :	07.03.1958
Date of Appointment :	23.01.1998
DIN No.:	00380088
Name :	Mr. Carlos Marzana
Designation :	Director
Address :	C. Senorio De Vizcaya 32 D, Gernika Lumo, Vizcaya – 48300.
Date of Birth/Age :	10.10.1959
Date of Appointment :	23.01.1998
DIN No.:	00389077
Name :	Mr. Rafael Azcarreta Goikolea
Designation :	Director
Address :	C/ Iparraguirre, 18-4 – E, Guernica – 48300, Vizcaya, Spain
Date of Birth/Age :	24.11.1954
Date of Appointment :	24.06.2002
Din No :	00364312
Name :	Ms. Maria Concepcion Marzana Aguirregomezcorta
Designation :	Director
Address :	C. Egana, 13 3 B, Bilbao, Vizcaya – 48010, Bilbao, Spain.
Date of Birth/Age :	08.12.1947
Date of Appointment :	24.06.2002
DIN No.:	00389443
Name :	Mr. Antonio Basterrechea Palacios
Designation :	Director
Address :	C. Egana, 13 3 B, Bilbao, Vizcaya – 48010, Bilbao, Spain.
Date of Birth/Age :	16.05.1947
Date of Appointment :	24.06.2002
Din No :	00388940

KEY EXECUTIVES

Name :	Mr. R V Pore
Designation :	Company Secretary
Address :	214, Mahadkar Chambers, Karve Road, Kothrud, Pune – 411038, Maharashtra, India
Tel No.:	91-20-25460505
Email :	rvpore@vsnl.com
Name :	Mr. Raj Kumar
Designation :	Accountant
Mobile No :	91-9850984086

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 30.06.2010

Names of Shareholders	No. of Shares
Rinder Industries SA, Spain	84986
Marzana Carlos, Spain	10
Total	84996

Equity Share Breakup (Percentage of Total Equity)

As on 30.06.2010

Category	Percentage
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, Importer and Exporter of Lighting Equipments and Automobile Parts.

Products :

Product Description	Item Code No.
Head Lamps, Tail Lamps, Bliners	8512.00

· Automobile Electrical Components

· Head Lamps

· Tail Lamps

· Direction Indicator Lamps

· Parking Lamps

· Fog Lamps

· Spot Lamps

· Indicator Lamps

· Parking Lamps

· Flasher Units

· Horns

· Horn Relays

· Switches

· Wiring Harness Connectors Terminals

· Couplers

· Bulbs

· Fuse Carriers

· Fuse Lens

Exports :

Products :

Lighting Equipments

Countries :

• Thailand
• Japan
• Spain
• Kawasaki

Imports :

Products :

Lighting Equipments

Countries :

• Thailand
• Spain
• Jermany

Terms :

Selling :

L/C and Credit (30 Days)

Purchasing :

L/C and Credit (30 Days)

PRODUCTION STATUS (As on 31.12.2009)

Particulars	Unit	Actual Production
Auto Components	Nos.	7811592

GENERAL INFORMATION

Customers :

Manufacturer

No. of Employees :

Approximately 200

Bankers :

CITI Bank, 2413, Parmar House, Kumar Capital, East Street, Pune – 411001, Maharashtra, India

Facilities

Secured Loans	31.12.2009 Rs. in Millions	31.12.2008 Rs. in Millions
Working Capital Facility	0.000	51.792
Total	0.000	51.792
Note: Working capital facility from bank is secured against first exclusive charge on stock and receivables both present and futurte
Unsecured Loans	31.12.2009 Rs. in Millions	31.12.2008 Rs. in Millions
External Commercial Borrowings (From Rinder Industrial S.A. (Spain) the holding Company (Amount repayable within one year Rs. 27.240 Millions (Previous year Rs. Nil))	110.663	0.000
Total	110.663	0.000

Banking Relations :

Satisfactory

Auditors :

Suresh Surana and Associates

Chartered Accountants

Address :

602, 6^th Floor, Regent Chambers, 208, Nariman Point, Mumbai-400021, Maharashtra, India

Tel. No.:

91-22-22875770

Fax No.:

91-22-22875771

E-Mail :

emails@ss.associates.com

Website :

www.ss-associates.com

Holding Company :

Rinder Industrial SA

Paseo Carlos, Gangoiti, 71, Apartado de Correos 16, Guernica - 48300, Spain

Ultimate Holding Company:

Corporacion Rinder S.L

Fellow Subsidiary:

Rinder Tools India Private Limited

CAPITAL STRUCTURE

As On (31.12.2009)

Authorised Capital :

No. of Shares	Type	Value	Amount
100000	Equity Shares	Rs.100/- each	Rs.10.000 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
84996	Equity Shares (Of the above, 84986 equity shares are held by Rinder Industries S.a. (Spain), the holding company)	Rs.100/- each	Rs.8.500 millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.12.2009	31.12.2008	31.12.2007
SHAREHOLDERS FUNDS
1] Share Capital		8.500	8.500	8.500
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		520.349	432.427	347.493
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		528.849	440.927	355.993
LOAN FUNDS
1] Secured Loans		0.000	51.792	0.377
2] Unsecured Loans		110.663	0.000	0.000
TOTAL BORROWING		110.663	51.792	0.377
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		639.512	492.719	356.370
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		388.658	179.540	187.496
Capital work-in-progress		9.542	139.359	34.243
INVESTMENT		2.948	0.000	0.000
DEFERREX TAX ASSETS		1.879	6.991	3.790
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	54.877	66.855	56.795
	Sundry Debtors	201.201	168.737	176.883
	Cash & Bank Balances	94.694	20.959	136.032
	Other Current Assets	0.859	1.065	0.567
	Loans & Advances	332.496	259.126	205.554
Total Current Assets		684.127	516.742	575.831
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	179.992	128.508	93.354
	Other Current Liabilities	11.797	12.910	42.499
	Provisions	255.853	208.495	309.137
Total Current Liabilities		447.642	349.913	444.990
Net Current Assets		236.485	166.829	130.841
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		639.512	492.719	356.370

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.12.2009	31.12.2008	31.12.2007
	SALES
		Income	1245.326	1379.475	1028.650
		Other Income	21.195	38.713	16.988
		TOTAL	1266.521	1418.188	1045.638
Less	EXPENSES
		Office Expenses
		Administrative Expenses	1126.317	1246.022	841.157
		Advertising Expenses
		TOTAL	1126.317	1246.022	841.157
	PROFIT BEFORE TAX		140.204	172.166	204.481
Less	TAX		52.059	61.499	69.891
	PROFIT AFTER TAX		88.145	110.667	134.590
	EARNINGS IN FOREIGN CURRENCY
		Export Earnings	386.529	331.767	82.221
	TOTAL EARNINGS		386.529	331.767	82.221
	IMPORTS
		Raw Materials	105.876	111.887	81.403
		Components	18.070	9.367	13.243
		Capital Goods	89.514	10.042	8.492
	TOTAL IMPORTS		213.460	131.296	103.138
	Earnings Per Share (Rs.)		1037.05	1302.02	1583.49

KEY RATIOS

PARTICULARS		31.12.2009	31.12.2008	31.12.2007
PAT / Total Income	(%)	6.96	7.80	NA
Net Profit Margin (PBT/Sales)	(%)	11.26	12.48	19.88
Return on Total Assets (PBT/Total Assets}	(%)	8.38	24.73	26.79
Return on Investment (ROI) (PBT/Networth)		0.27	0.39	0.57
Debt Equity Ratio (Total Liability/Networth)		1.06	0.91	1.25
Current Ratio (Current Asset/Current Liability)		1.53	1.48	1.29

LOCAL AGENCY FURTHER INFORMATION

DETAILS OF SUNDRY CREDITORS

(Rs. in Millions)

Particulars	31.12.2009	31.12.2008	31.12.2007
Sundry Creditors
Total Outstanding dues of micro and small enterprises	0.000	0.000	0.000
Others	179.992	128.508	93.354
Total	179.992	128.508	93.354

Trade References:

· Bajaj Auto

· TVS Motors

· Kinetic

· Tata Motors

· Maruti Udyog

· Swarz Mazja

· Yamaha India

· Kawasaki

History:

Subject was incorporated on 18^th January, 1988 at Pune in Maharashtra under the name and style of Halogen Auto and Electrical Industries Private Limited having Company Registration Number 45915.

Subsequently, the name of the company was changed to Fiem Rinder Private Limited. Again with effect from 24^th June, 1998 the name of the company was changed to present.

Rinder Industrial SA raised their holding to 100%. The company is now a 100% subsidiary of Rinder Industrial SA, Spain. The directors of J K Jain Group have resigned.

OPERATION

The turnover and profits of the company has gone down as compared to the previous year due to Massive recession in Auto Industry, the Directors feel that the overall performance of the company is satisfactory.

Bankers Charges Report as per Registry

Name of the company	RINDER INDIA PRIVATE LIMITED
Presented By	Mr. Sagar Kulkarni
1) Date and description of instrument creating the change	Goods security Agreement dated 3^rd March, 2004 Executed by M/s Rinder India Private Limited (Hereinafter referred to as “the company) in favour of CITI Bank NA. (therein and hereinafter referred to as “the lender”)
2) Amount secured by the charge/amount owing on the securities of charge	Total Funded Facilities upto Rs.19.600 Millions
3) Short particular of the property charged. If the property acquired is subject to charge, date of the acquired of the property should be given	Hypothecation of all current assets both present and future of the company
4) Gist of the terms and conditions and extent and operation of the charge.	In consideration of the lender having agreed to end advance to the company, said facilities under the said agreement and declaration by the company, inter alia, as follows: 1) Covenant by the company to repay the facilities at above and pay interests all the other monies manner set out in the said agreement between the company and the lender and to the company with the terms and conditions of the said agreement. 2) The said current assets hypothecation to the lender as and by way of first exclusive charge, as security for and be charges with the repayment of the loan with all interests, liquidated damage, premia on prepayment or on redemption, costs, charge and other expenses payable by the company to the lender in respect thereof. 3) The companies to keep the said assets in marketable and good conditions and also insured as provided therein. 4) Power of entry power to take charge and or possession of seize, recover, receive, appoint and sell, contract, dispatch for realization or otherwise dispose of or deal with all or any part of the said assets etc. as provided therein.
5) Name and Address and description of the person entitled to the charge.	CITI Bank NA 2413, Kumar Capital, East Street, Pune – 411001, Maharashtra, India
6) Date and brief description of instrument modifying the charge	Deed of modification dated 22.07.2005 Relating to enhanced in credit facilities
7) Particulars of modifications already registered/ filed in the office of the registrar of the companies.	Deed of modification dated 1^st November, 2004
7) Particulars of modifications specifying the terms and conditions or the extent of operations of the charge in which modification is made and the details of the modification.	The original charge was created on 3^rd March, 2004 for securing of Rs.19.600 Millions further modified on 1^st November, 2004, of Rs.25.000 Millions hypothecation by way of first exclusive charge on stock and book debts forming part of current assets both present and future. The Bank has now extended additional facilities to the company and made a new deed of modification for Rs.35.000 Millions which is an increase of Rs.10.000 Millions against the said current assets (including stock and debtors) Hypothecated by way of first exclusive charge to the lender both present and future. Other terms and conditions will remain same as per original goods security agreement.

This form is for	Modification of charge
Charge identification number of the modified	90088734
Corporate identity number of the company	U31506PN1988PTC045915
Name of the company	RINDER INDIA PRIVATE LIMITED
Address of the registered office or of the principal place of business in India of the company	Gut No.148, Mahalunge Ingale, Off Chakan Talegaon Road, Tal Khed, Pune – 410 501, Maharashtra, India.
Type of charge	· Book debts · Movable property (not being pledge) · Floating charge
Particular of charge holder	CITI Bank N.A., 2413 Parmar House, East Street, Pune – 411 001, Maharashtra, India. E-Mail : vlaxman@vsnl.com
Nature of description of the instrument creating or modifying the charge	Deed of Modification
Date of instrument Creating the charge	12.12.2008
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 to be charged at such rate/as may be determined by the bank from time to time Terms of repayment Loan shall be Repayable on demand Margin As may be stipulated by Bank from time to time Extent and operation of the charge The Current assets hypothecated to the Bank more particularly described in Column No.14 as and by way of first exclusive charge as security for the repayment of the loan together with all interest, liquidated damages, premia on prepayment or on redemption, costs, charges and other expenses payable by the Company to the Bank.
Short particulars of the property charged	Hypothecation of charge by way of first exclusive charge on Current Assets (including stocks, book debts) of the Borrower, both present and future.
Date of latest modification prior to the present modification	12.09.2008

FIXED ASSETS

· Freehold Land

· Leasehold Land

· Buildings

· Plant and Machinery

· Moulds

· Dies

· Electrical Installations

· Furniture and Fixtures

· Office Equipments

· Technical know-how

· Vehicles

· Computers

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.72.98
Euro	1	Rs.62.94

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	7
PAID-UP CAPITAL	1~10	6
OPERATING SCALE	1~10	7
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	7
--PROFITABILIRY	1~10	6
--LIQUIDITY	1~10	7
--LEVERAGE	1~10	7
--RESERVES	1~10	7
--CREDIT LINES	1~10	6
--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	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		60

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.