MIRA INFORM REPORT

Report Date :

21.10.2011

IDENTIFICATION DETAILS

Name :	VISTEON TECHNICAL AND SERVICES CENTRE PRIVATE LIMITED
Registered Office :	Keelakarana Village, Malrosapuram Post, Chengalpattu – 603204, Tamilnadu
Country :	India
Financials (as on) :	31.03.2010
Date of Incorporation :	10.07.2006
Com. Reg. No.:	18-60495
Capital Investment / Paid-up Capital :	Rs.306.329 Millions
TAN No.: [Tax Deduction & Collection Account No.]	CHEV07991E
Legal Form :	Private Limited Liability Company.
Line of Business :	Suppliers of automotive components.
No. of Employees :	Not Divulged by the Management

RATING & COMMENTS

MIRA’s Rating :

Ba (45)

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

Maximum Credit Limit :	USD 3220000
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 dealing 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

Name :	Mr. Shekhar
Designation :	Finance Manager
Contact No.:	91-44-66177346
Date :	18.10.2011

LOCATIONS

Registered Office :	Keelakarana Village, Malrosapuram Post, Chengalpattu – 603204, Tamilnadu, India.
Tel. No.:	91-44-27416902
Fax No.:	91-44-27463868
E-Mail :	dpantnaik@visteon.com
Corporative Office:	Olympia Tech Park, Fortius Building, Guindy, Chennai-600032, Tamilnadu, India

DIRECTORS

As on 29.09.2010

Name :

Mr. Ananthakrishanan. Viswanathan

Designation :

Director, Managing Director

Address :

Flat 10, Block II, ‘Ananya Ashok‘, No. 5, Warren road, Mylapore, Chennai – 600004, Tamilnadu, India

Date of Birth/Age :

04.10.1962

Date of Appointment :

10.07.2006

Other Directorship :

Visteon Automotive Systems India Private Limited

U35911TN1997PTC037782

Visteon Powertrin Control Systems India Private Limited

U35911TN1997PTC037783

Din No.:

00468295

No.	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
1	U35911TN1997PTC037782	VISTEON AUTOMOTIVE SYSTEMS INDIA PRIVATE LIMITED	Managing director	15/04/2006	15/04/2006	-	Active	NO
2	U35911TN1997PTC037783	COMSTAR AUTOMOTIVE TECHNOLOGIES PRIVATE LIMITED	Managing director	15/04/2006	15/04/2006	31/08/2007	Active	NO
3	U34300DL1991PLC046656	VISTEON CLIMATE SYSTEMS INDIA LIMITED	Alternate director	11/3/2011	12/6/2006	-	Active	YES
4	U35990TN2006PTC060495	VISTEON TECHNICAL AND SERVICES CENTRE PRIVATE LIMITED	Managing director	21/03/2007	12/7/2006	-	Active	NO
5	U99999DL1959PLC176013	AUTOMOTIVE COMPONENT MANUFACTURERS ASSOCIATION OF INDIA	Director	6/9/2007	6/9/2007	27/08/2010	Active	NO
6	U29299PN2005PTC020907	Visteon Engineering Center (India) Private Limited	Alternate director	20/03/2011	15/02/2010	-	Active	NO
7	U31902PN2005PTC020905	VISTEON AUTOMOTIVE (INDIA) PRIVATE LIMITED	Alternate director	19/02/2010	19/02/2010	-	Active	NO

Name :

Mr. Jumbunatha Krishnaswamy

Designation :

Director, Additional Director

Address :

Flat “G”, Padmakrishna Apartments, No. 41, Ramaswamy Salai, K. K. Nagar, Chennai – 600078, Tamilnadu, idnai

Date of Birth/Age :

08.01.1967

Date of Appointment :

10.07.2006

Name :

Mr. Michael Joseph Widgren

Designation :

Additional Director

Address :

1200 S Renaud RD Grosse Points Woods, Michigan-48236, USA

Date of Birth/Age :

16.04.1968

Date of Appointment :

27.06.2008

Din No.:

02689848

Name :

Mr. Balsubramaniam Swaminathan

Designation :

Director, Alternate Director

Address :

Flat no. 7, Kaveri Apartments, Z-185, Anna Nagar, Chennai-6000040, Tamilnadu, India

Date of Birth/Age :

03.03.1963

Date of Appointment :

30.06.2008

Din No.:

01267383

No.	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
1	U35911TN1997PTC037783	COMSTAR AUTOMOTIVE TECHNOLOGIES PRIVATE LIMITED	Alternate director	26/12/2006	26/12/2006	31/08/2007	Active	NO
2	U35911TN1997PTC037782	VISTEON AUTOMOTIVE SYSTEMS INDIA PRIVATE LIMITED	Alternate director	1/9/2009	26/12/2006	-	Active	NO
3	U35990TN2006PTC060495	VISTEON TECHNICAL AND SERVICES CENTRE PRIVATE LIMITED	Alternate director	28/09/2007	28/09/2007	-	Active	NO

Name :

Mr. Robert Ian Swanston

Designation :

Director

Address :

32 Birch Lane Stock, Ingatestone, United Kingdom, CM49NA

Date of Birth/Age :

25.01.1961

Date of Appointment :

27.06.2006

Din No.:

02805688

Name :

Mr. Daniel Alan Linder

Designation :

Additional Director

Address :

1-30, Forest Manor, No. 588 Jin Feng Road, Hua Cao Town, Shanghai-201107

Date of Birth/Age :

18.06.1964

Date of Appointment :

27.07.2010

Din No.:

02023442

No.	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
1	U29299PN2005PTC020907	Visteon Engineering Center (India) Private Limited	Director	18/09/2008	3/3/2008	-	Active	NO
2	U31902PN2005PTC020905	VISTEON AUTOMOTIVE (INDIA) PRIVATE LIMITED	Additional director	3/3/2008	3/3/2008	-	Active	NO
3	U35911TN1997PTC037782	VISTEON AUTOMOTIVE SYSTEMS INDIA PRIVATE LIMITED	Alternate director	1/9/2009	1/9/2009	-	Active	NO
4	U35990TN2006PTC060495	VISTEON TECHNICAL AND SERVICES CENTRE PRIVATE LIMITED	Director	29/09/2010	27/07/2010	-	Active	NO

Name :

Mr. Murli Vaidyanathan

Designation :

Alternate Director

Address :

A-207, Manosarovar 19, III Seaward Road, Valmiki Nagar, Chennai – 600041, Tamilnadu, India

Date of Birth/Age :

10.26.1963

Date of Appointment :

27.07.2010

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 29.09.2010

Names of Shareholders	No. of Shares
Visteon International Holdings Inc., USA	28116881
Visteon Asia Holdings Inc., USA	2484135
TATA Autocomp Systems Limited, India	31978
Total	30632994

As on 29.09.2010

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]	99.90
Bodies Corporate (not mentioned above)	0.10
Total	100.00

BUSINESS DETAILS

Line of Business :

Suppliers of automotive components.

GENERAL INFORMATION

No. of Employees :	Not Divulged by the Management
Bankers :	Not Available

Facilities :

Secured Loans (Rs. In Millions )	31.03.2010	31.03.2009
Term Loan from a Bank (Secured by hypothecation of Fixed Assets of Manufacturing division, Pune)	382.201	0.000
Interest Accrued and Due	3.372	0.000
Cash Credit (Secured of Hypothecation of Book Debts ) (manufacturing division, Pune) and inventory )	42.765	0.000
Bank Overdraft	49.401	0.000
Total	477.741	0.000

Banking Relations :

--

Auditors :

Name :

Lovelock and Lewis

Chartered Accountant

Address :

PWC Centre, 32 Khader Nawaz Khan Road, Nungambakam, Chennai-600006, Tamilnadu, India

CAPITAL STRUCTURE

As on 31.03.2010

Authorised Capital :

No. of Shares	Type	Value	Amount
35000000	Equity Shares	Rs.10/- each	Rs.350.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
30632994	Equity Shares	Rs.10/- each	Rs.306.329 Millions

Note :

Out of the above 28116881 shares are held by vision Visteon International Holdings Inc., the Holding Company 2484135 shares are held by Vision Asia Holding Inc. and 31978 shares are held by Tata Autocomp Systems Limited

Out of the above 30822994 equity shares have been issued pursuant to the court order of consideration other than cash of which 1830854 shares of Rs. 10/- each were issued during the year.

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		306.329	290.021	290.021
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		542.329	277.585	104.332
4] (Accumulated Losses)		(43.523)	0.000	0.000
NETWORTH		805.135	567.606	394.353
LOAN FUNDS
1] Secured Loans		477.741	0.000	0.000
2] Unsecured Loans		0.000	0.000	0.000
TOTAL BORROWING		477.741	0.000	0.000
DEFERRED TAX LIABILITIES		0.000	0.000	18.512
TOTAL		1282.876	567.606	412.865
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		516.088	86.885	153.535
Capital work-in-progress		8.670	0.000	0.000
INVESTMENT		49.152	0.000	0.000
DEFERREX TAX ASSETS		156.385	0.989	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	122.972	0.000	0.000
	Sundry Debtors	386.064	279.101	267.685
	Cash & Bank Balances	336.796	313.003	130.719
	Other Current Assets	0.382	0.269	1.148
	Loans & Advances	355.724	55.532	80.972
Total Current Assets		1201.938	647.905	480.524
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	385.634	32.219	15.977
	Other Current Liabilities	240.600	92.561	99.808
	Provisions	23.123	43.393	105.409
Total Current Liabilities		649.357	168.173	221.194
Net Current Assets		552.581	479.732	259.330
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		1282.876	567.606	412.865

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2010	31.03.2009	31.03.2008
	SALES
		Income	1632.790	1019.490	903.955
		Other Income	22.010	71.850	29.457
		TOTAL (A)	1654.800	1091.340	933.412
Less	EXPENSES
		Office Expenses
		Administrative Expenses	1478.660	750.120
		Advertising Expenses
		TOTAL (B)	1478.660	750.120
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		176.140	341.220
					790.487
Less	FINANCIAL EXPENSES (D)		29.900	0.000
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		146.240	341.220
Less/ Add	DEPRECIATION/ AMORTISATION (F)		69.590	73.590
	PROFIT BEFORE TAX (E-F) (G)		76.650	267.630	142.925
Less	TAX (H)		(145.330)	94.380	13.848
	PROFIT AFTER TAX (G-H) (I)		221.980	173.250	129.077
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		246.790	73.540	59.164
Less	APPROPRIATIONS
		Transfer to General Reserve	0.000	0.000	87.006
		Dividend	0.000	0.000	14.787
		Tax on Dividend	0.000	0.000	12.908
	BALANCE CARRIED TO THE B/S		478.840	246.792	73.540
	EARNINGS IN FOREIGN CURRENCY
		Export Earnings	1037.640	70.115	NA
	TOTAL EARNINGS		1037.640	70.115	NA
	Earnings Per Share (Rs.)		7.24	5.97	4.45

KEY RATIOS

PARTICULARS		31.03.2010	31.03.2009	31.03.2008
PAT / Total Income	(%)	13.41	15.88	13.83
Net Profit Margin (PBT/Sales)	(%)	4.69	26.25	15.81
Return on Total Assets (PBT/Total Assets}	(%)	4.46	36.42	22.54
Return on Investment (ROI) (PBT/Networth)		0.09	0.47	0.36
Debt Equity Ratio (Total Liability/Networth)		1.39	0.30	0.56
Current Ratio (Current Asset/Current Liability)		1.85	3.85	2.17

LOCAL AGENCY FURTHER INFORMATION

SUNDAY CREDITORS DETAILS :

(Rs. In Millions )

PARTICULARS	31.03.2010	31.03.2009	31.03.2008
Sunday Creditors
Total Due Outstanding to Micro and Small Enterprises	7.008	0.000	0.000
Total Outstanding due to Other than Micro and Small Enterprises	378.626	32.219	15.977
Total	385.634	32.219	15.977

RESULT OF OPERATIONS:

TECHNICAL CENTRE OPERATIONS

The Technical and Shared Services Centre had a year over year growth of 4%.On domain areas of software development, colour centre displays known as “Multi Function Displays” (MFD) was a major area of software development in the past year leading to successful launch in North America and Europe during the year for Ford and Jaguar cars. On the Driver Information area, the launch of a fully reconfigurable Instrument Cluster with full digital display on a flexible cluster platform had a significant content developed out of this centre. In the current year we continue to win and are developing software for very advanced cluster and MFD products for global customers. On the audio products, apart from the various launches last year, they also have the lead responsibility for software development of a new Platform based Audio product. We have an ongoing software development for Mazda, a first in this product line. In the area of software validation, development of Test automation has received continued focus with investments for Pattern Recognition method for validation of MFD and Cluster modules. We have had significant India programs that are being supported with Tata Nano being one of them.

Looking ahead, the technical centre is involved in developing software for 2 wheeler market and participation in Innovation work for local and global market.

The shared services centre has continued to grow and has added IT support as part of the global services provided. The shared services also took over the support for the global operations and India sites for the IT infrastructure.

The operation took significant steps to save cost and improve utilization of resources in line with business need.

MANUFACTURING OPERATIONS

The turnover for the year includes Rs. 415.62 Million for Component sale of Lighting Systems and Rs. 161.47 for sale of Tooling for Lighting Systems to OEM. During the year the Company completed development of Lighting Systems for Tata Motors Manza Program, World Truck Program, General Motors Beat Program, Volkswagens Polo Program and started development of Lighting system for new vehicles of Mahindra and Mahindra and Tata Motors. The Company is in discussion for additional business from its current customers as well as other OEMs. Considering the scheduled launches of Customer Programs, the Company is looking forward to higher growth rate which would significantly improve financials of the Company for the financial year 2010-11 and subsequent years.

FIXED ASSETS:

Tangible Assets:

• Computer
• Furniture and Fittings
• Office Equipments
• Vehicles

Intangible Assets:

• Computer Software

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. 49.71
UK Pound	1	Rs. 78.08
Euro	1	Rs. 68.05

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	5
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	5
--PROFITABILIRY	1~10	5
--LIQUIDITY	1~10	5
--LEVERAGE	1~10	5
--RESERVES	1~10	5
--CREDIT LINES	1~10	5
--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		45

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.