MIRA INFORM REPORT

Report Date :

06.04.2012

IDENTIFICATION DETAILS

Name :	EATON INDUSTRIAL SYSTEMS PRIVATE LIMITED (w.e.f 25.08.2006)
Formerly Known As :	EATON TEST LABS PRIVATE LIMITED
Registered Office :	145, Off Mumbai-Pune Road, Pimpri, Pune – 411018, Maharashtra
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	10.08.2005
Com. Reg. No.:	25-021131
Capital Investment / Paid-up Capital :	Rs.10.000 Millions
CIN No.: [Company Identification No.]	U74210PN2005PTC021131
TAN No.: [Tax Deduction & Collection Account No.]	PNEE01759C
PAN No.: [Permanent Account No.]	AABCE4955C
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturer of automotive components and other allied services
No. of Employees :	More than 750 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

Ca (13)

RATING		STATUS	PROPOSED CREDIT LINE
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

Status :	Moderate
Payment Behaviour :	Slow
Litigation :	Clear
Comments :	Subject is an established company having moderate track. Profitability of the company is under severe pressure. There appears a huge accumulated losses being recorded by the company. However, trade relations are fair. Payments are reported to be slow. The company can be considered for business dealings on a secured 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 :	145, Off Mumbai-Pune Road, Pimpri, Pune – 411018, Maharashtra, India
Tel. No.:	91-20-30611565/ 27474407/ 9/ 30611550/ 30611142
Fax No.:	91-20-27433131/ 27471395/ 30611949
E-Mail :	ajaypatil@eaton.com iut@eth.net neerajgoel@eaton.com
Website :	www.eaton.in
Factory 1 :	Plot No. B-33, Ranjangaon Industrial Area, Taluka – Shirur, Pune – 412210, Maharashtra, India
Tel No.:	91-2138-674500
Factory 2 :	Plot No. A-11, MIDC, Ambad, Nashik – 422010, Maharashtra, India

DIRECTORS

AS ON 30.09.2011

Name :

Mr. Ramchandra Raghvendra Rao

Designation :

Whole Time Director

Address :

202, Matruchaya, 40 Jeevanchaya Society, Paud Road, Near Bedeker Ganpati Mandir, Pune – 411038, Maharashtra, India

Date of Birth/Age :

25.08.1956

Date of Appointment :

30.06.2009

DIN No.:

02715085

Other Directorships :

S.No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Company Status	Defaulting status
1	U74210PN2005PTC021131	EATON INDUSTRIAL SYSTEMS PRIVATE LIMITED	Whole-time director	30/09/2009	30/06/2009	Active	NO
2	U99999DL1959PLC176013	AUTOMOTIVE COMPONENT MANUFACTURERS ASSOCIATION OF INDIA	Director	27/08/2010	27/08/2010	Active	NO

Name :

Mr. Krishnakumar Srinivasan

Designation :

Whole Time Director

Address :

T-9, Nandanvan, Vishal Nagar, Pimple Nilakh, Aundh Annexe, Pune – 411027, Maharashtra, India

Date of Birth/Age :

14.03.1966

Date of Appointment :

01.10.2009

DIN No.:

00692717

Other Directorships :

S.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	U29130MH2001PTC134044	FAG ROLLER BEARINGS PRIVATE LIMITED	Director	1/8/2006	1/8/2006	8/6/2007	Active	NO
2	U73100MH1999PTC119985	ENDRESS + HAUSER FLOWTEC (INDIA) PRIVATE LIMITED	Director	18/06/2007	18/06/2007	11/8/2009	Active	NO
3	U74210PN2005PTC021131	EATON INDUSTRIAL SYSTEMS PRIVATE LIMITED	Whole-time director	30/09/2010	1/10/2009	-	Active	NO

Name :

Mr. Raja Kochar

Designation :

Director

Address :

Apartment A 701, Waterfront Condominiums, Survey No. 59/60, Kalyani Nagar, Pune – 411006, Maharashtra, India

Date of Birth/Age :

23.08.1958

Date of Appointment :

29.03.2010

DIN No.:

02825696

Other Directorships :

S.No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Company Status	Defaulting status
1	U29299PN2005PTC020272	EATON TECHNOLOGIES PRIVATE LIMITED	Whole-time director	10/8/2010	11/11/2009	Active	NO
2	U29120PN1965PLC015850	EATON FLUID POWER LIMITED	Director	30/09/2010	29/03/2010	Active	NO
3	U74210PN2005PTC021131	EATON INDUSTRIAL SYSTEMS PRIVATE LIMITED	Director	30/09/2010	29/03/2010	Active	NO
4	U29299PN1999PTC018053	EATON INDUSTRIES PRIVATE LIMITED	Director	30/09/2010	29/03/2010	Active	NO

Name :

Mr. Neeraj Goed

Designation :

Director

Address :

KM-173, Kavi Nagar, Ghaziabad – 201002, Uttar Pradesh, India

Date of Birth/Age :

15.07.1971

Date of Appointment :

30.09.2011

DIN No.:

03389761

Other Directorships :

S.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	U29120PN1965PLC015850	EATON FLUID POWER LIMITED	Director	30/09/2011	20/01/2011	-	Active	NO
2	U74210PN2005PTC021131	EATON INDUSTRIAL SYSTEMS PRIVATE LIMITED	Director	30/09/2011	20/01/2011	-	Active	NO
3	U29299PN1999PTC018053	EATON INDUSTRIES PRIVATE LIMITED	Director	30/09/2011	20/01/2011	-	Active	NO
4	U29299PN2005PTC020272	EATON TECHNOLOGIES PRIVATE LIMITED	Whole-time director	29/08/2011	20/01/2011	-	Active	NO
5	U29197MH1990PTC058414	INTERNORMEN FILTERS PRIVATE LIMITED	Additional director	29/07/2011	29/07/2011	2/8/2011	Active	NO

KEY EXECUTIVES

Name :	Mr. Ashish
Designation :	Accounts Manager

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 30.09.2011

Names of Shareholders	No. of Shares
ETN Holding 2 Limited – Mauritius	999999
Eaton Industries Manufacturing GmbH – Switzerland	1
Total	1000000

AS ON 30.09.2011

Equity Shares Break – up

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 automotive components and other allied services

PRODUCTION STATUS (As On 31.03.2011)

Particulars	Unit	Installed Capacity	Actual Production
Engine Valve	Nos.	18100000	11325350
Transmissions	Nos.	33000	10887
Gear Box	Nos.	470000	172195
Service Spares	Nos.	Note 3	1740

Note:

1. Licensed Capacity not being applicable has not been indicated.

2. This being a technical matter, installed capacity has been certified by the Company.

3. Not Applicable as this involves minimal or no machining job

4. As the manufactured components are intermediate production, in view of the practical difficulties, the disclosure of production and stock is not furnished.

GENERAL INFORMATION

No. of Employees :

More than 750 (Approximately)

Bankers :

Not Available

Facilities :

Unsecured Loans	31.03.2011	31.03.2010
	(Rs. In Millions)
Rupee term loans banks unsecured	15.478	0.000
Working capital loans others unsecured	1320.957	591.547
Other debt unsecured	2100.000	2100.000
Interest accrued due other debt unsecured	0.000	3.225
Total	3436.435	2694.772

Banking Relations :	--
Auditors :
Name :	S R Batliboi and Associates Chartered Accountants
Address :	5th Floor, Block B-2, Nirlon Knowledge Park, Goregaon (East), Off Western Express Mumbai-Highway, Mumbai – 400063, Maharashtra, India
Pan No.:	AABFS3421N
Fellow Subsidiaries :	Eaton Limited, UK Eaton Automotive Systems Spolka z o.o., Poland Eaton Truck Component Spolka z o.o., Poland Eaton Filtration Pte Limited, Singapore Eaton Filtration LLC, USA Eaton China Investments Limited, China Eaton Industries Manufacturing GmbH, Switzerland Eaton Pty. Limited Australia Eaton Industry (WUXI) Company Limited, China Eaton B.V., Netherland Eaton Industries Manufacturing GmbH, India Eaton Technologies Private Limited, India Eaton Fluid Power Limited, India Eaton Power Quality Private Limited, India Eaton Industries Private Limited, India Eaton Automotive S.R.L. Rivarolo, Brazil Eaton Japan Company Limited, Japan Eaton Hydraulics LLC, USA Eaton Industries LP (Scottish Partnership), Switzerland
Holding Company :	ETN Holding 2 Limited, Mauritius
Ultimate Holding Company:	Eaton Corporation, U.S.A

CAPITAL STRUCTURE

AS ON 31.03.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
1000000	Equity Shares	Rs.10/- each	Rs.10.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
1000000	Equity Shares	Rs.10/- each	Rs.10.000 Millions

Of the above:

999999 shares are held by ETN Holding 2 Limited, Mauritius, the Holding Company.

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2011	31.03.2010	31.03.2009
SHAREHOLDERS FUNDS
1] Share Capital		10.000	10.000	10.000
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		285.213	285.213	285.212
4] (Accumulated Losses)		(1716.453)	(1293.587)	(723.295)
NETWORTH		(1421.240)	(998.374)	(428.083)
LOAN FUNDS
1] Secured Loans		0.000	0.000	0.000
2] Unsecured Loans		3436.435	2694.772	2164.942
TOTAL BORROWING		3436.435	2694.772	2164.942
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		2015.195	1696.398	1736.859
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		1622.604	1510.871	1510.878
Capital work-in-progress		113.032	130.978	177.982
INVESTMENT		0.000	0.000	0.000
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	355.787	203.402	152.785
	Sundry Debtors	384.346	254.619	176.938
	Cash & Bank Balances	16.212	10.706	10.846
	Other Current Assets	4.568	2.730	1.557
	Loans & Advances	254.682	134.749	148.194
Total Current Assets		1015.595	606.206	490.320
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditor	301.920	223.864	182.771
	Other Current Liabilities	364.613	283.228	221.403
	Provisions	69.503	44.565	38.147
Total Current Liabilities		736.036	551.657	442.321
Net Current Assets		279.559	54.549	47.999
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		2015.195	1696.398	1736.859

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		TOTAL	2145.240	1033.470	435.210
Less	EXPENSES
		TOTAL	2568.110	1602.820	1029.570
	PROFIT/ (LOSS) BEFORE TAX		(422.870)	(569.350)	(594.360)
Less	TAX		0.000	0.940	4.870
	PROFIT/ (LOSS) AFTER TAX		(422.870)	(570.290)	(599.230)
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		(1293.590)	(723.300)	(124.070)
	BALANCE CARRIED TO THE B/S		(1716.460)	(1293.590)	(723.300)
	EARNINGS IN FOREIGN CURRENCY
		Export Earnings	NA	330.095	197.227
		Service Income	NA	36.403	35.128
		Commission Income	NA	1.345	0.000
		Reimbursement of Expenses	NA	2.667	1.810
		Miscellaneous Income	NA	5.624	0.000
	TOTAL EARNINGS		NA	376.134	234.165
	IMPORTS
		Raw Materials	NA	299.020	63.014
		Components and Spare Parts	NA	7.333	5.646
		Capital Goods	NA	22.779	44.658
		Traded Goods	NA	21.225	3.702
	TOTAL IMPORTS		NA	350.357	117.020
	Earnings/ (Loss) Per Share (Rs.)		(422.87)	(570.29)	(599.23)

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	(19.71)	(55.18)	(1376.69)
Return on Total Assets (PBT/Total Assets}	(%)	(16.03)	(26.89)	(29.70)
Return on Investment (ROI) (PBT/Networth)		0.30	0.57	1.39
Debt Equity Ratio (Total Liability/Networth)		(2.94)	(3.25)	(6.09)
Current Ratio (Current Asset/Current Liability)		1.38	1.10	1.11

LOCAL AGENCY FURTHER INFORMATION

OPERATIONS:

The Company reported a total income of 2145.240 millions (107% over last year). The Company is having accumulated losses higher than the net worth. Hence, during the year, the Company has made a reference to the Board for Industrial and Financial Reconstruction as required by the Sick Industrial Companies (Special Provisions) Act, 1985. The Company is, nevertherless, meeting its obligation towards all liabilities through a combination of borrowings from Eaton entities and continued strong business performance which is generating strong results compared to past years.

FIXED ASSETS:

· Leasehold Land

· Building

· Plant and Machinery

· Office Equipment

· Furniture and Fixtures

· Computers

· Motor Vehicle

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.51.05
UK Pound	1	Rs.81.09
Euro	1	Rs.67.39

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	2
PAID-UP CAPITAL	1~10	3
OPERATING SCALE	1~10	2
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	2
--PROFITABILIRY	1~10	--
--LIQUIDITY	1~10	2
--LEVERAGE	1~10	2
--RESERVES	1~10	--
--CREDIT LINES	1~10	--
--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		13

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.