MIRA INFORM REPORT

Report Date :

07.05.2011

IDENTIFICATION DETAILS

Name :	S M AUTO ENGINEERING PRIVATE LIMITED
Registered Office :	12 Bhosale Nagar Ganesh Khind Road, Pune-411007, Maharashtra.
Country :	India
Financials (as on) :	31.03.2010
Date of Incorporation :	30.11.1976
Com. Reg. No.:	11-019348
Capital Investment / Paid-up Capital :	Rs. 62.500 millions
CIN No.: [Company Identification No.]	U34300MH1976PTC019348
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturer of Radiators, Filters and Exhaust Systems

RATING & COMMENTS

MIRA’s Rating :

Ba (46)

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

Maximum Credit Limit :	USD 1100000
Status :	Satisfactory
Payment Behaviour :	Usually correct
Litigation :	Clear
Comments :	Subject is an established company having satisfactory track. Trade relations are reported as 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 – June 30, 2010

Country Name	Previous Rating (01.04.2010)	Current Rating (30.06.2010)
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 :	12 Bhosale Nagar Ganesh Khind Road-411007, Pune, Maharashtra, India.
Tel. No.:	91-20-25537649
Fax No.:	91-20-25531960
E-Mail :	account@smauto.co.in

DIRECTORS

AS ON 25.09.2010

Name :	Mr. Sanjay Mohanlal Chopda
Designation :	Director
Address :	12 Bhosale Nagar, Pune-411007, Maharashtra, India.
Date of Birth/Age :	12.10.1962
Date of Appointment :	01.08.1987
DIN No :	00247401
Name :	Mr. Sharad Mangesh Rege
Designation :	Director
Address :	Gulmohar Glory, 5 Gulmohar Park Aundh, Pune-411007, Maharashtra, India.
Date of Birth/Age :	22.09.1941
Date of Appointment :	05.08.2005
DIN No :	00093485
Name :	Mr. Sourabh Bahubali Shah.
Designation :	Director
Address :	Fulu, 27A 397, Pradhikaran Nigadi, Pune-411044, Maharashtra, India.
Date of Birth/Age :	16.05.1965
Date of Appointment :	05.08.2005
DIN No :	00191200

KEY EXECUTIVES

Name :	Ms. Manjiri Vinayak Madhavi
Designation :	Secretary
Address :	D 102, Purple Castle, Bibawewadi Chaitraban, Pune-411037, Maharashtra, India.
Date of Birth/Age :	27.06.1970
Date of Appointment :	04.01.2006
PAN No :	AIOPM5803B

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 25.09.2010

Names of Shareholders	No. of Shares
Chopda G. Hastimal	690
Chopda M. Sanjay	209527
Mehta V. Anantrai	300
Mehta A. Indira	300
Chopda M. Prema	145350
Chopda S. Maya	15416
Chopda M. Sanjay	135167
Chopda S. Maya	78050
Chopda M. Prema	15160
Chopda S. Akshay	15000
Chopda S. Aniket	10000
Bhandari P. Anita	6
Gundecha S. Saroja	30
Bhandari P. Vimala	4
Total	625000

AS ON 25.09.2010

Equity Share Breakup		Percentage of Holding
Category
Directors or relatives of directors		99.90
Other top fifty shareholders		0.10
	Total	100.00

BUSINESS DETAILS

Line of Business :	Manufacturer of Radiators, Filters and Exhaust Systems
Products :	1) Itc Code 8708 Product Description Parts and Accessories Of Motor Vehicles 2) Itc Code 8409 Product Description Engine Parts 3) Itc Code 8714 Product Description Two Wheeler Parts

PRODUCTION STATUS (As On 31.03.2010)

Particulars	Unit	Licensed Capacity	Installed Capacity	Actual Production
A Auto Components, Radiator, Exhaust System	--	23142200	--	12595449

GENERAL INFORMATION

Bankers :

● State Bank of India, Industrial Finance Branch, Tara Chambers, 1^st Floor, Near Mariaai Police Chowky, Mumbai-Pune Highway, Wakdewadi, Pune-411003, Maharashtra, India.

Facilities :

Secured Loan	Rs. In Millions 31.03.2010	Rs. In Millions 31.03.2009
State Bank Of India, Pimpri, Pune - Cash Credit	44.258	52.464
State Bank Of India, Pimpri, Pune - Fcnrb Account	50.402	38.476
State Bank Of India, Pimpri – Term Loan I Term Loan II Corporate Loan (Secured Against First Charge On Machinery And Building Of The Company)	57.699 18.839 60.449	75.761 0.000 0.000
Bajaj Auto Finance Limited (Secured against tripartite agreement between S M Auto, Bajaj Auto and Bajaj Auto Finance Limited)	45.725	0.000
Tata Capital Limited (Secured Against Hire Purchase Agreement Of Cars	1.572	2.613
Total	278.944	169.314
Unsecured Loan	Rs. In Millions 31.03.2010	Rs. In Millions 31.03.2009
Deposit From Directors Their Relatives And Share Holders	40.013	20.003
Deposit - Rent	5.508	5.509
Sales Tax - Deferral (Old)	22.739	23.706
Sales Tax - Deferral (New)	8.834	8.834
Bajaj Auto Ltd-Loan A/C	0.000	5.826
Total	77.094	63.878

Banking Relations :
Auditors :
Name :	P.N. Phadke and Company
Address :	103, Mega Apartment., S. No. 39/33, Opposite Ayurved, Rasshala, Off Karve Road, Pune-411004, Maharashtra, India.

CAPITAL STRUCTURE

AS ON 31.03.2010

Authorised Capital :

No. of Shares	Type	Value	Amount
650000	Equity Shares	Rs. 100/- each	Rs. 65.000 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
625000	Equity Shares	Rs. 100/- each	Rs. 62.500 millions

AS ON 25.09.2010

Authorised Capital :

No. of Shares	Type	Value	Amount
850000	Equity Shares	Rs. 100/- each	Rs. 85.000 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
825000	Equity Shares	Rs. 100/- each	Rs. 82.500 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		62.500	62.500	62.500
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		227.957	175.268	50.473
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		290.457	237.768	112.973
LOAN FUNDS
1] Secured Loans		278.944	169.314	303.659
2] Unsecured Loans		77.094	63.878	104.443
TOTAL BORROWING		356.038	233.192	408.102
DEFERRED TAX LIABILITIES		0.000	10.981	1.545
TOTAL		646.495	481.941	522.620
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		362.398	338.501	328.194
Capital work-in-progress		1.665	5.348	17.050
INVESTMENT		128.123	122.348	20.208
DEFERREX TAX ASSETS		1.354	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	86.914	79.193	105.172
	Sundry Debtors	234.918	109.249	195.641
	Cash & Bank Balances	104.169	105.111	4.507
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	132.771	97.200	56.049
Total Current Assets		558.772	390.753	361.369
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	244.366	270.383	136.840
	Other Current Liabilities	36.678	23.319	40.111
	Provisions	124.807	83.865	32.331
Total Current Liabilities		405.851	377.567	209.282
Net Current Assets		152.921	13.186	152.087
MISCELLANEOUS EXPENSES		0.034	2.558	5.081
TOTAL		646.495	481.941	522.620

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2010	31.03.2009	31.03.2008
	SALES
		Sales -Manufacturing		1314.496	1677.980
		Sales –Export		2.301	1.310
		Sales –Scrap	1776.803	10.177	10.488
		Sales –Job Work Charges		0.633	1.634
		Other Income		266.101	4.635
		TOTAL	1776.803	1593.708	1696.047
Less	EXPENSES
		Raw Material Consumed		1092.758	1285.362
		Manufacturing Expenses		85.969	137.256
		Payment to Employees		106.895	110.294
		Preliminary / Pre Operative Expenses W/OFF		2.523	2.523
		Administrative and Selling Expenses		38.431	60.137
		Previous Year Expenses		0.077	0.356
		TOTAL	1694.788	1326.653	1595.928
			(Including
	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION		Financial Expenses)	267.055	100.119
Less	FINANCIAL EXPENSES			29.796	35.124
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION		128.717	237.259	64.995
Less	DEPRECIATION/ AMORTISATION		47.423	45.335	43.479
	PROFIT BEFORE TAX		81.294	191.924	21.516
Less	TAX		28.606	67.122	8.060
	PROFIT AFTER TAX		52.688	124.802	13.456
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		155.267	44.502	32.696
	EXCESS INCOME TAX PROVISION W/BACK		0.000	0.008	0.000
Less	APPROPRIATIONS
		Transfer to General Reserve	2.500	14.029	1.650
	BALANCE CARRIED TO THE B/S		205.455	155.267	44.502
	IMPORTS VALUE		155.256	NA	NA

KEY RATIOS

PARTICULARS		31.03.2010	31.03.2009	31.03.2008
PAT / Total Income	(%)	2.96	7.83	0.79
Net Profit Margin (PBT/Sales)	(%)	NA	14.45	1.27
Return on Total Assets (PBT/Total Assets}	(%)	8.81	54.57	4.47
Return on Investment (ROI) (PBT/Networth)		0.28	0.80	0.09
Debt Equity Ratio (Total Liability/Networth)		2.62	2.56	5.46
Current Ratio (Current Asset/Current Liability)		1.38	1.23	1.72

LOCAL AGENCY FURTHER INFORMATION

PERFORMANCE

During the year the turnover of the Company was Rs. 1703.600 millions which was 28% higher than the previous year’s turnover. The performance of the company has shown positive signs of growth and increase in its business and during the year company has started manufacturing of JD silencer, Chasis, Swing Arm for Bajaj Auto Limited.

FORM 8

Corporate identity number of the company	U34300MH1976PTC019348
Name of the company	S M Auto Engineering Private Limited
Address of the registered office or of the principal place of business in India of the company	12 Bhosale Nagar Ganesh Khind Road, Pune, Maharashtra, INDIA accounts@smauto.co.in
This form is for	Modification of charge
Type of charge	Book debts Movable property (not being pledge) Floating charge Others
Particular of charge holder	State Bank of India, Industrial Finance Branch, Tara Chambers, 1^st Floor, Near Mariaai Police Chowky, Mumbai-Pune Highway, Wakdewadi, Pune-411003, Maharashtra, India.
Nature of instrument creating charge	Supplemental Agreement of Hypothecation of Goods and Assets for increase in overall limit, Supplemental Agreement for increase in the Overall limit, Letter Regarding the grant of individual limit within the overall limit all these documents executed to create a charge in favour of Bank ,against all the present and future current assets inclusive of stock book debts and Plant and Machineries of the Borrower Company.
Date of instrument Creating the charge	27.01.2011
Amount secured by the charge	Rs. 300.000 millions
Brief of the principal terms an conditions and extent and operation of the charge	Rate of interest For CC:@5.90%above BR i.e.13.90% For Term Loan- I : I.25%above BR i.e.14.00% For Term Loan-I I:1.00% above BR i.e.13.75% For Corporate Loan :1.25% above BR i.e.14.00% p.a. with monthly rests. Terms of repayment DCC: On Demand. The tenor would be of 12 months. For Term Loan(s) : As per mutually agreed term. The tenor of Term Loan-I I would be of 62 months. The tenor of Corporate Loan would be of 35 months. Penal interest on default of any breach of conditions. Margin Stock in all elements:25% Book Debts:40% Extent and operation of the charge SBI IFB Pune Branch will have first charge against all the present and future current assets inclusive of book debts, stock and plant and machineries. The Company has extended the EM of land and building situated at B-1/6 MIDC Chakan Pune for Term Loan-I,EM of land and building at B-19 H Block MIDC Pimpri and Gat No.299/310 Nanekarwadi Pune. S/s .Sanjay Chopda. Mohan Chopda and Sushri Maya Chopda extended personal guarantee to set against the repayment of entire loan with interest. Lien on FDR. Other The Company, by virtue of the Board Resolution passed on 17/01/2011,has given assent to all the Terms and Conditions, Covenants, as provided in the Bank's Sanction Letter AGM/RM/JVV/2011/08 Dated 13/01/2011, have executed the related loan document(s)/ Agreement(s) through the Director(s),who have received and signed the documents in physical form and who have been authorized to file eform-8 for modifications in the existing limits and in nature of the charge on agreed terms.
Short particulars of the property charged (Including location of the property)	All the current assets inclusive of stock, book debts generated through commercial transactions and records thereof kept at the Registered Office and at works Plant and Machineries at Works. Land and Building situated at B-1/6 MIDC, Chakan Pune owned by S. M. Auto Private Limited (Area 15548 Sq.Mtrs) Land and Building situated at B-19 H Block, MIDC, Pimpri, Pune owned by S. M. Auto Private Limited (Area 2766 Sq. Mtrs) Gat No.299,Nanekarwadi Pune (Area 1 Hectare,5 Aars),Gat No.310,Nanekarwadi Pune (Area 1 Hectare,60 Aars)
Charge identification number of the charge to be modified	90090179
Date of instrument modifying the charge	06.05.2010
Particulars of the present modification	By this present modification, the existing limit of Rs.302.600 millions has been reduced to Rs.300.000 millions.

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.44.78
UK Pound	1	Rs.73.43
Euro	1	Rs.65.27

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	06
PAID-UP CAPITAL	1~10	05
OPERATING SCALE	1~10	05
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	05
--PROFITABILIRY	1~10	05
--LIQUIDITY	1~10	05
--LEVERAGE	1~10	05
--RESERVES	1~10	05
--CREDIT LINES	1~10	05
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	NO
--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		46

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.