MIRA INFORM REPORT

Report Date :

18.10.2011

IDENTIFICATION DETAILS

Name :	ROULUNDS BRAKING INDIA PRIVATE LIMITED
Registered Office :	108-109, First Floor, Rishab Corporate Tower, 16-Community Centre, Karkarduma, New Delhi-110092, Delhi
Country :	India
Financials (as on) :	31.03.2010
Date of Incorporation :	21.04.1997
Com. Reg. No.:	55-86779
Capital Investment / Paid-up Capital :	Rs. 49.677 Millions
CIN No.: [Company Identification No.]	U25191DL1997PTC086779
TAN No.: [Tax Deduction & Collection Account No.]	DELR05626F
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturer of Brake Linings and Brake Pads
No. of Employees :	100 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

A (64)

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 3980000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a well established and a reputed company having fine track. Financial position of the company appears to be sound. Directors are reported to be experienced and respectable businessmen. Trade relations are reported as fair. Business is active. Payments are reported to be regular 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 – September 30, 2011

Country Name	Previous Rating (30.06.2011)	Current Rating (30.09.2011)
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 :	108-109, First Floor, Rishab Corporate Tower, 16-Community Centre, Karkarduma, New Delhi-110092, Delhi, India
Tel. No.:	91-11-22376291
Fax No.:	91-11-22376291
E-Mail :	r.chhabra@roulundsbraking.com roulundsbraking@vsnl.com
Website :	http://www.roulunds-braking.dk/rbi
Head Office :	Village Joshi Chaunan, P O Bahalgarh, Sonepat-131 021, Haryana, India
Tel. No.:	91-847-2027000 / 20
Fax No.:	91-847-2024220
Corporate Office :	S-23, Green Park Extension, New Delhi-110 016, India
Tel. No.:	91-11-26513914
Fax No.:	91-11-26858137
E-Mail :	roulundsbraking@vsnl.net info@pointvision.dk
Website :	http://www.roulunds-braking.dk/rbi
Factory :	Livaspur, Near Bahalgarh Chowk, Sonepat-131021, Haryana, India
Tel. No.:	91-130-2381163 / 64 / 2380342
Fax No.:	91-130-2381193
E-Mail :	roulundsbraking@vsnl.net info@pointvision.dk
Branches :	‘Saidullajab’ Mehrauli Badarpur Road, Opposite D-Block, Saket, New Delhi – 110 030
Overseas offices :	· Hestehaven 51, DK 5260 Odense S, Denmark Tel. 91-45 63 11 53 50 Fax. 91-45 65 91 23 58 E-mail. rdbk@roulunds-braking.dk · Kirkegyden 52, DK-5270 Odense N, Denmark Tel. 91-45 66 18 89 34 Fax. 91-45 66 18 78 05 E-mail. men@meneta.dk · B. P. 28, Z. I. d’Angean, F-60240 Chaumont-en-Vexin, France Tel. 91-33 3 4449 4700 Fax. 91-33 3 4449 4714 E-mail. rbf@roulunds-braking.fr · Unit 5, Waterloo Park Industrial Estate, Waterloo Road, Bidford-on Avon, Warwickshire B50 4 JH Tel. 91-44 1 789 778308 Fax. 91-44 1 789 772057 E-mail. dave.noke@dan-block.co.uk
Branch Offices :	Located At : · Ajmer · Ahmadabad · Bangalore · Hyderabad · Jaipur · Kolkata · Mumbai · Vadodara

DIRECTORS

As on : 11.09.2010

Name :

Mr. Pradeep Kumar Jain

Designation :

Managing Director

Address :

X-1543, Rajgarh Colony, Street No. 8, Jheel, New Delhi-110031, Delhi, India

Date of Birth/Age :

06.04.1956

Date of Appointment :

25.09.1997

Din No.:

00035214

CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Date of cessation	Company Status	Defaulting status
U25191DL1997PTC086779	ROULUNDS BRAKING INDIA PRIVATE LIMITED	Managing director	25-09-97	25-09-97	-	Active	NO
U34300DL2006PTC146923	ALLIANCE FRICTION TECHNOLOGY PRIVATE LIMITED	Director	28-02-06	28-02-06	-	Active	NO
U34300DL2006FTC154863	MENETA AUTOMOTIVE COMPONENTS PRIVATE LIMITED	Director	18-10-06	18-10-06	-	Active	NO
U51504DL2007PTC166422	DANBLOCK BRAKES INDIA PRIVATE LIMITED	Director	30-07-07	30-07-07	25-08-07	Active	NO
U29253DL2007PTC167549	AFFINIA INDIA PRIVATE LIMITED	Director	30-08-07	30-08-07	24-11-08	Active	NO
U29248DL2007PTC168330	SARVODYA AUTOTECH PRIVATE LIMITED	Director	18-09-07	18-09-07	-	Active	NO
U34300DL2011FTC213212	MAT BRAKES INDIA PRIVATE LIMITED	Director	01-02-11	01-02-11	-	Active	NO

Name :

Mr. Christopher Watson

Designation :

Director

Address :

2514, Sadleridger Road, Pulaski-24301, United State of America

Date of Birth/Age :

10.08.1962

Date of Appointment :

26.10.2006

Din No.:

01191277

CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Date of cessation	Company Status	Defaulting status
U25191DL1997PTC086779	ROULUNDS BRAKING INDIA PRIVATE LIMITED	Director	26-10-06	26-10-06	-	Active	NO
U34300DL2006PTC146923	ALLIANCE FRICTION TECHNOLOGY PRIVATE LIMITED	Director	26-10-06	26-10-06	-	Active	NO
U51504DL2007PTC166422	DANBLOCK BRAKES INDIA PRIVATE LIMITED	Director	30-09-08	18-08-07	-	Active	NO
U74140DL2009FTC193291	MAT INDIA TRADING COMPANY PRIVATE LIMITED	Director	18-08-09	18-08-09	-	Active	NO
U34300DL2011FTC213212	MAT BRAKES INDIA PRIVATE LIMITED	Director	01-02-11	01-02-11	-	Active	NO

Name :

Mr. George Michal Ruhl

Designation :

Director

Address :

7 Rutgers Cort, Hawthorn Woods, Illinois – 60047, USA

Date of Birth/Age :

06.06.1955

Date of Appointment :

18.02.2010

Din No.:

01418887

CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Date of cessation	Company Status	Defaulting status
U34300DL2006PTC146923	ALLIANCE FRICTION TECHNOLOGY PRIVATE LIMITED	Director	11-05-07	11-05-07	-	Active	NO
U51504DL2007PTC166422	DANBLOCK BRAKES INDIA PRIVATE LIMITED	Director	30-07-07	30-07-07	-	Active	NO
U29253DL2007PTC167549	AFFINIA INDIA PRIVATE LIMITED	Director	30-08-07	30-08-07	01-02-08	Active	NO
U25191DL1997PTC086779	ROULUNDS BRAKING INDIA PRIVATE LIMITED	Director	11-09-10	18-02-10	-	Active	NO

Name :

Mr. Craif Lee Gordon

Designation :

Director

Address :

1349, Lea Ln, Lake Zurich, Illinois - 60047, USA

Date of Birth/Age :

20.02.1958

Date of Appointment :

18.02.2010

Din No.:

02927650

KEY EXECUTIVES

Name :	Mr. Charul Kapoor
Designation :	Secretary
Address :	113, Sector 8, Part-II, Karnal-132001, Haryana, India
Date of Birth/Age :	13.11.1986
Date of Appointment :	01.12.2008

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on : 11.09.2010

Names of Shareholders	No. of Shares
Mat Holding Incorporation, USA	4965210
Roulunds Braking France S.A, France	2490
Total	4967700

As on : 11.09.2010

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

BUSINESS DETAILS

Line of Business :

Manufacturer of Brake Linings and Brake Pads

Products :

Product Description	Item code No
Disc Brake Pads C V Linings Bonded Brake Shoes	3748

· Backing Plates

· Anti Noise Shims

PRODUCTION STATUS (AS ON 31.03.2010)

Particulars	Unit	Installed Capacity	Actual Production
Disc Brake Pads	Pcs	28800000*	18501488

GENERAL INFORMATION

No. of Employees :

100 (Approximately)

Bankers :

• ING Vysya Bank Limited, 55, Ground Floor, West Avenue Road, Panjabi Bagh, New Delhi-110026, Delhi, India
• ANZ Grindlays Bank, New Delhi
• HDFC Bank Limited , 9^th Floor, Ansal Classique Tower, Rajouri Garden, New Delhi – 110027, Delhi, India

Facilities :

Particulars	As at 31.03.2010 (Rupees in Millions)	As at 31.03.2009 (Rupees in Millions)
Secured Loan
Packing Credit Loan	364.873	75.753
Term Loan – Vehicle Loan	3.139	0.728
Bank Overdraft	0.522	0.000
Total	368.535	76.481
Particulars	As at 31.03.2010 (Rupees in Millions)	As at 31.03.2009 (Rupees in Millions)
Packing Credit Loan	0.000	248.533
Bank Overdraft	32.029	0.000
Total	32.029	248.533

Banking Relations :	Good
Auditors :
Name :	Haribhakti and Company Chartered Accountants
Address :	42, Free Press House, 4^th Floor, 215, Nariman Point, Mumbai – 400021, Maharashtra, India
Tel. No.:	91-22-66391101
Fax No.:	91-22-22856237
E-Mail :	hbhakti@vsnl.com
Website :	http://www.bdoharibhakti.com
Pan No.:	AAAFH2010F
Holding Company:	MAT Holdings Incorporation
Associates/Subsidiaries :	Alliance Friction Technology Private Limited Roulunds Braking France SA Roulunds Braking Holding ApS, Denmark Roulunds Braking Component, SAS · Roulunds Braking, Shanghai · Meneta Advanced Shims Technology A/s · GRI Engineering and Development LLC · Roulunds Braking (Shanghai) Company Limited · Den Block Brakes India Private Limited · Meneta Automotive Components Private Limited · Midwest Air Technologies Incorporation · Affinia Mat Brake Components Private Limited · Roulunds Braking Components Aps · Mehta A/s

CAPITAL STRUCTURE

AS ON 31.03.2010

Authorised Capital :

No. of Shares	Type	Value	Amount
15000000	Equity Share	Rs.10/- Each	Rs. 150.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
4967700	Equity Share	Rs.10/- Each	Rs. 49.677 Millions

Note : Out of the above shares 4965210 shares are held by MAT Holdings Inc., USA the Holding Company and 2490 Shares are held bye Roulunds Braking Frances SA, France

FINANCIAL DATA

[All figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2010 (12 Months)	31.03.2009 (15 Months)	31.12.2007 (12 Months)
SHAREHOLDERS FUNDS
1] Share Capital		49.677	49.677	49.677
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		945.674	811.100	705.707
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		995.351	860.777	755.384
LOAN FUNDS
1] Secured Loans		368.535	76.481	0.000
2] Unsecured Loans		32.029	248.533	258.609
TOTAL BORROWING		400.564	325.014	258.609
DEFERRED TAX LIABILITIES		7.628	6.853	16.371
TOTAL		1403.543	1192.644	1030.364
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		589.801	531.050	498.125
Capital work-in-progress		35.736	2.117	46.208
INVESTMENT		0.000	0.000	0.000
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	707.715	613.736	553.066
	Sundry Debtors	508.415	371.838	280.461
	Cash & Bank Balances	32.423	24.379	38.410
	Other Current Assets	0.107	0.228	0.434
	Loans & Advances	85.746	97.791	86.470
Total Current Assets		1334.406	1107.972	958.841
Less : CURRENT LIABILITIES & PROVISIONS
	Current Liabilities	4.738	31.244	44.976
	Sundry Creditors	512.648	341.087	405.745
	Provisions	39.014	76.164	22.182
Total Current Liabilities		556.400	448.495	472.903
Net Current Assets		778.006	659.477	485.938
MISCELLANEOUS EXPENSES		0.000	0.000	0.093
TOTAL		1403.543	1192.644	1030.364

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2010 (12 Months)	31.03.2009 (15 Months)	31.12.2007 (12 Months)
	SALES
		Income	2167.409	2536.227	1075.042
		Other Income	39.654	62.160	36.254
		TOTAL (A)	2207.063	2598.387	1111.296
Less	EXPENSES
		Material Consumed	1396.615	1599.708	759.685
		Purchase for Resale	5.677	41.150	0.562
		Personnel	175.696	168.847	101.885
		Manufacturing and Others	399.442	495.596	230.746
		Increase / Decrease in Stock	(39.970)	0.377	(121.702)
		TOTAL (B)	1937.460	2305.678	971.176
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		269.603	292.709	140.120
Less	FINANCIAL EXPENSES (D)		26.685	35.032	10.332
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		242.918	257.677	129.788
Less/ Add	DEPRECIATION/ AMORTISATION (F)		60.531	83.028	42.864
	PROFIT BEFORE TAX (E-F) (G)		182.387	174.649	86.924
Less	TAX (H)		45.776	69.257	24.075
	PROFIT AFTER TAX (G-H) (I)		136.611	105.392	62.849
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		539.255	433.863	371.013
	BALANCE CARRIED TO THE B/S		673.829	539.255	433.863
	EARNINGS IN FOREIGN CURRENCY
		Export Earnings	1881.664	2157.968	944.931
		Sale of Fixed Assets :	0.825	0.000	0.000
		Reimbursement of Expenses Fright Others	5.159 5.258	7.321 37.819	11.130 10.4967
		Misc. Income	3.167	0.000	0.000
	TOTAL EARNINGS		1892.082	2203.109	966.558
	IMPORTS
		Raw Materials	640.109	1118.025	460.632
		Stores & Spares	5.868	60.648	23.573
		Capital Goods	7.531	4.387	0.896
		Others	10.567	28.853	34.036
	TOTAL IMPORTS		664.077	1211.915	519.137
	Earnings Per Share (Rs.)		27.09	21.22	13.00

KEY RATIOS

PARTICULARS		31.03.2010 (12 Months)	31.03.2009 (15 Months)	31.12.2007 (12 Months)
PAT / Total Income	(%)	6.18	4.06	5.66
Net Profit Margin (PBT/Sales)	(%)	8.41	6.72	8.09
Return on Total Assets (PBT/Total Assets}	(%)	9.47	10.66	5.97
Return on Investment (ROI) (PBT/Networth)		0.18	0.20	0.12
Debt Equity Ratio (Total Liability/Networth)		0.45	0.90	0.97
Current Ratio (Current Asset/Current Liability)		2.39	2.47	2.03

LOCAL AGENCY FURTHER INFORMATION

Contingent Liabilities not Provided for in respect of :

(Rs. In Millions)

Particulars	31.03.2010	31.03.2009
Guarantee given by Bankers in respect of third parties	9.561	13.069

Form : 8

Bankers Charges Report as per Registry

Corporate identity number of the company	U25191DL1997PTC086779
Name of the company	ROULUNDS BRAKING INDIA PRIVATE LIMITED
Address of the registered office or of the principal place of business in India of the company	108-109, First Floor, Rishab Corporate Tower, 16 - Community Centre, Karkarduma, Delhi – 110092, India 110092
This form is for	Creation of charge
Type of charge	Book debts Others
Particular of charge holder	The Hongkong and Shanghai Banking Corporation Limited, 25, Barakhamba Road, New Delhi, - 110001, Delhi, India
Nature of instrument creating charge	Deed of Hypothecation for Stocks & Receivables.
Date of instrument Creating the charge	24/06/2011
Amount secured by the charge	Rs. 250.000 millions
Brief of the principal terms an conditions and extent and operation of the charge	Rate of interest As mutually agreed from time to time. Terms of repayment Repayable on demand, annually renewable. Margin The Company shall maintain such margin as may be specified by the bank from time to time. Extent and operation of the charge First pari-passu charge on the stocks of stores and the present and future book debts and monies receivable of the Borrower's. Other The repayment of all monies in respect of the banking facilities including outstanding balance and also all interests, costs, charges, expenses and other moneys payable to The Hongkong and Shanghai Banking Corporation Limited as per Deed of Hypothecation for Stocks and Receivables attached is secured by the assets mentioned in the clause no 13(d).
Short particulars of the property charged (Including location of the property)	All the Borrowers stock-in-tarde both present and future, including stocks of raw material, work-in-progress, spares and stores and finished goods. All the Borrower's present and future book debts, outstanding monies, receivables, claims due and owing.

FIXED ASSETS

· Land Freehold

· Building

· Agricultural Land

· Plant and machinery

· Furniture and Fixture

· Office equipments

· Vehicles

· Computer

AS PER WEB DETAILS

Profile

Founded in 1736 in Denmark, subject started braking activities in 1926 and finally became ROULUNDS BRAKING in 2003 after joining MAT Group.

Subject is now one of the world’s leading manufacturers of high quality friction materials to the automotive industry, with sales and customers worldwide.

Subject product portfolio now includes flexible brake linings, brake pads, brake shoes, brake discs and brake shoe kits, for passenger car and light commercial. From their sister company MENETA they have direct access to the newest product development in back plates and anti noise shims, which benefits their products and customers.

Subject has manufacturing facilities in India, China, France and Denmark, with over 2,500 employees worldwide, with steady growth.

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. 48.89
UK Pound	1	Rs. 77.31
Euro	1	Rs. 67.78

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
PAID-UP CAPITAL	1~10	6
OPERATING SCALE	1~10	7
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	8
--PROFITABILIRY	1~10	8
--LIQUIDITY	1~10	8
--LEVERAGE	1~10	7
--RESERVES	1~10	8
--CREDIT LINES	1~10	7
--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		64

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.