MIRA INFORM REPORT

Report Date :

20.08.2012

IDENTIFICATION DETAILS

Name :	BRIDGESTONE INDIA AUTOMOTIVE PRODUCTS PRIVATE LIMITED (w.e.f. 13.08.2012)
Formerly Known As :	BRIDGESTONE TVS INDIA PRIVATE LIMITED (w.e.f. 28.07.2009) NS ANTIVIBRATION PRODUCTS PRIVATE LIMITED
Registered Office :	No.136, Vaipur B Block, Eraiyur Village, Mathur Post, Sriperumbuthur Taluk, Kanchipuram District – 602105, Tamilnadu
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	06.10.2008
Com. Reg. No.:	18-69492
Capital Investment / Paid-up Capital :	Rs.51.020 Millions
CIN No.: [Company Identification No.]	U74999TN2008PTC069492
PAN No.: [Permanent Account No.]	AACCN8800A
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacture and Sale of Anti-Vibration Products.
No. of Employees :	185 Approximately (Office – 45 and Factory – 140)

RATING & COMMENTS

MIRA’s Rating :

B (33)

RATING		STATUS	PROPOSED CREDIT LINE
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small

Maximum Credit Limit :	USD 850000
Status :	Moderate
Payment Behaviour :	Slow but correct
Litigation :	Clear
Comments :	Subject is a joint venture between Sundaram Industries Limited and Bridgestone Corporation. It is having moderate track. There appears some accumulated losses recorded by the company which appears to be increasing. Even though the company has increased its sale turnover during 2011, it has also incurred heavy losses. However, trade relations are reported as fair. Business is active. Payments are reported to be slow but correct. The company can be considered for business dealings with some cautions.

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, 2012

Country Name	Previous Rating (31.03.2012)	Current Rating (30.06.2012)
India	A1	A1

Risk Category	ECGC Classification
Insignificant	A1
Low	A2
Moderate	B1
High	B2
Very High	C1
Restricted	C2
Off-credit	D

RBI DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available RBI Defaulters’ list.

EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of 31-03-2012.

LOCATIONS

Registered/ Corporate Office/ Factory 1:	No.136, Vaipur B Block, Eraiyur Village, Mathur Post, Sriperumbuthur Taluk, Kanchipuram District – 602105, Tamilnadu, India
Tel. No.:	91-44-27152500/ 27152501 (30 Lines)
Fax No.:	91-44-27173517
E-Mail :	sundarpk@bstvs.com bstvs@bstvs.com ps@tvstyres.com
Factory 2:	Plot No.11, Sector 3, IMT Manesar, Gurgaon, Haryana, India
Tel No.:	91-124-4388846/ 4388847/ 4086331/ 4030286
Fax No.:	91-124-4388848

DIRECTORS

(AS ON 27.09.2011)

Name :

Yoichi Ohira

Designation :

Nominee Director

Address :

3-2-1-1101, Libre Kawaguchi-Bangai, Kawaguchi-shi, Satiama – 3320015, Japan

Date of Birth/Age :

18.02.1964

Date of Appointment :

30.08.2010

DIN No.:

02531502

Other Directorships :

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	U74999TN2008PTC069492	BRIDGESTONE INDIA AUTOMOTIVE PRODUCTS PRIVATE LIMITED	Nominee director	30/08/2010	10/11/2009	-	Active	NO

Name :

Tatsuro Ishiyama

Designation :

Managing Director

Name :

Tetsuo Shimizu

Designation :

Additional Director

Name :

Yasuhiko Okada

Designation :

Alternate Director of Tetsuo Shimizu

Name :

Katsuyoshi Uno

Designation :

Alternate Director of Yoishi Ohira

KEY EXECUTIVES

Name :	Mr. P K Sundaresan
Designation :	Company Secretary
Date of Appointment :	01.08.2009
PAN No.:	AIZPS7199D

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

(AS ON 27.09.2011)

Names of Shareholders	No. of Shares
Sundaram Industries Limited, India	2499980
Sundaram Industrial Limited and Mr. R. Naresh	10
Sundaram Industries Limited and Shobhana Ramchandhran	10
Bridgestone Corporation, Japan	2602011
Bridgestone Corporation and Shigeo Oki, Japan	10
Bridgestone Corporation and Yashuhiko Okada	10
Bridgestone Corporation and Kosuke Toha	10
Total	5102041

(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]	51.00
Bodies corporate	49.00
Total	100.00

BUSINESS DETAILS

Line of Business :

Manufacture and Sale of Anti-Vibration Products.

Products :

Products Description	Item Code No.
Anti Vibration Products	87089900

GENERAL INFORMATION

No. of Employees :

185 Approximately (Office – 45 and Factory – 140)

Bankers :

· State Bank of India

Industrial Finance Branch, 103, Anna Salai, Chennai – 600002, Tamilnadu, India

· Standard Chartered Bank

Facilities :

Secured Loans	31.03.2011	31.03.2010
	(Rs. In Millions)
Loans taken for other fixed assets secured	471.393	116.208
Total	471.393	116.208
NOTE: Secured by Pari passu first charge on all movable fixed assets (both present and future) at all locations. Amount repayable within one year - Rs.89.006 Millions
Unsecured Loans	31.03.2011	31.03.2010
	(Rs. In Millions)
Working capital loans banks unsecured	205.000	0.000
Total	205.000	0.000
NOTE: Amount repayable within one year - Rs.205.000 Millions

Banking Relations :	--
Auditors :
Name :	Deloitte Haskins and Sells Chartered Accountant
Address :	ASV N Ramanas Tower, No 52, Venkatnarayana Road, T Nagar, Chennai – 600 017, Tamilnadu, India
PAN No.:	AAOFS2783G
Holding Company :	· Bridgestome Corporation, Japan
Associates :	· Sundaram Industries Limited, India
Fellow Subsidiaries :	· Bridgestone Logistics Company Limited, Japan · Bridgestone NCR Company Limited, Thailand · Bridgestone Changzhou Automotive Products Company Limited, China

CAPITAL STRUCTURE

(AS ON 31.03.2011)

Authorised Capital :

No. of Shares	Type	Value	Amount
6000000	Equity Share	Rs.10/- each	Rs.60.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
5102041	Equity Share	Rs.10/- each	Rs.51.020 Millions

NOTE:

Of the above 2,490,000 Nos. Equity Shares of Rs.10/- each have been allotted as fully paid up pursuant to a slumpsale agreement for consideration other than cash.

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		51.020	51.020	51.020
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		307.041	307.041	307.243
4] (Accumulated Losses)		(145.915)	(17.534)	0.000
NETWORTH		212.146	340.527	358.263
LOAN FUNDS
1] Secured Loans		471.393	116.208	0.000
2] Unsecured Loans		205.000	0.000	0.000
TOTAL BORROWING		676.393	116.208	0.000
DEFERRED TAX LIABILITIES		0.000	0.000	0.342
TOTAL		888.539	456.735	358.605
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		447.442	131.358	96.700
Capital work-in-progress		101.038	277.372	38.381
INVESTMENT		0.000	0.000	0.000
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	90.680	40.355	22.689
	Sundry Debtors	240.388	127.724	46.880
	Cash & Bank Balances	108.005	83.236	222.931
	Other Current Assets	0.231	0.129	0.000
	Loans & Advances	99.300	90.243	17.081
Total Current Assets		538.604	341.687	309.581
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditor	166.196	239.772	83.858
	Other Current Liabilities	30.332	52.794	2.152
	Provisions	2.017	1.116	0.047
Total Current Liabilities		198.545	293.682	86.057
Net Current Assets		340.059	48.005	223.524
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		888.539	456.735	358.605

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		Income	1262.000	914.000	6.595
		Other Income	NA	NA	0.080
		TOTAL	NA	NA	6.675
Less	EXPENSES
		TOTAL	NA	NA	6.076
	PROFIT BEFORE TAX		NA	NA	0.599
Less	TAX		NA	NA	0.397
	PROFIT AFTER TAX		NA	NA	0.202
	EARNINGS IN FOREIGN CURRENCY		0.189	0.887	0.000
	IMPORTS
		Raw Materials	40.494	8.577	NA
		Capital Goods	55.953	65.041	NA
	TOTAL IMPORTS		96.447	73.618	NA
	Earnings Per Share (Rs.)		NA	NA	0.04

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	NA	NA	3.03
Net Profit Margin (PBT/Sales)	(%)	NA	NA	9.08
Return on Total Assets (PBT/Total Assets}	(%)	NA	NA	0.15
Return on Investment (ROI) (PBT/Networth)		NA	NA	0.00
Debt Equity Ratio (Total Liability/Networth)		4.12	1.20	0.24
Current Ratio (Current Asset/Current Liability)		2.71	1.16	3.60

LOCAL AGENCY FURTHER INFORMATION

Sr. No.	Check List by Info Agents	Available in Report (Yes / No)
1]	Year of Establishment	Yes
2]	Locality of the firm	Yes
3]	Constitutions of the firm	Yes
4]	Premises details	No
5]	Type of Business	Yes
6]	Line of Business	Yes
7]	Promoter's background	Yes
8]	No. of employees	Yes
9]	Name of person contacted	No
10]	Designation of contact person	No
11]	Turnover of firm for last three years	Yes
12]	Profitability for last one years	Yes
13]	Reasons for variation <> 20%	-----
14]	Estimation for coming financial year	No
15]	Capital in the business	Yes
16]	Details of sister concerns	Yes
17]	Major suppliers	No
18]	Major customers	No
19]	Payments terms	No
20]	Export / Import details (if applicable)	No
21]	Market information	-----
22]	Litigations that the firm / promoter involved in	-----
23]	Banking Details	Yes
24]	Banking facility details	Yes
25]	Conduct of the banking account	-----
26]	Buyer visit details	-----
27]	Financials, if provided	Yes
28]	Incorporation details, if applicable	Yes
29]	Last accounts filed at ROC	Yes
30]	Major Shareholders, if available	Yes
31]	Date of Birth of Proprietor/Partner/Director, if available	Yes
32]	PAN of Proprietor/Partner/Director, if available	No
33]	Voter ID No of Proprietor/Partner/Director, if available	No
34]	External Agency Rating, if available	No

NOTE:

The registered office of the company has been shifted from TVS Building, 7-B, West Veli Street, Madurai – 625001, Tamilnadu, India, to the present address w.e.f. 03.08.2012.

MARKET AND FUTURE OUTLOOK

The Company is now well established as a player in the Automotive Anti-Vibration Product for the OEM segment. The Indian Automobile industry has shows mixed signs during the year. The first 9 months of the year 2010-11 showed impressive growth; but towards the last quarter, the market somewhat hit a plateau. This is mainly due to increase in interest rates which impacted domestic passenger car sales. But the OEM customers are still optimistic on volume growth for the year 2011-12 as they plan to launch several new models as well as variants of the current models. These are likely to provide growth opportunities for the Company.

OPERATING RESULTS

With increased off-take from customers, the Company registered a Sales Turnover of Rs 1262 million for 2010-11 as compared to Rs 914 Million for the year 2009-10. But, this increase in Sales did not result in improved margins. Instead, the Company posted a much higher loss of Rs 128 million compared to Rs 18 million for 2009-10. The key reasons for this operating loss were higher manufacturing costs during pre-launch and ramp-up periods coupled with higher interest cost.

Despite this negative trend, performance during the later part of the year underway (2011-12) is expected to show improving trend. Efforts are on, towards achieving cost reduction across the Company so also in enhancing internal efficiencies.

The year 2010-11 has been extremely challenging for the Company. During the year, the Company achieved crucial milestones such as ramping up of commercial production at the Chennai Plant. During the year, Manesar Plant went through revamping and capacity addition with a view to make higher volumes required by the customers as they plan to launch some new models during the year 2011-12.

The Overall Capital Expenditure incurred during the year 2010-11 was Rs 186Million as against Rs 291 million in 2009-10.

BACKGROUND:

The Company, incorporated in the year 2008, is engaged in the manufacture of Anti-vibration products. The status of the Company has changed from "a Small and Medium Sized Company (SMC)" upto previous year to a "Non-SMC" Company in the current year as defined in notification relating to Accounting Standards under the Companies Act, 1956 . Accordingly, the Company has complied with all the additional mandatory Accounting Standards as applicable to it from the current year.

The Company increased its production capacity by one third at one of its location and hence the prior year figures are not strictly comparable.

CONTINGENT LIABILITIES

Particulars	31.03.2011	31.03.2010
	(Rs. In Millions)
Obligations in respect of Letter of Credit Outstanding	0.071	0.000
Bank Guarantee in Favour of Pollution Control Board, Haryana	0.703	0.703
Bank Guarantee in Favour of the President of India	1.250	0.000

FORM 8:

Corporate identity number of the company	U74999TN2008PTC069492
Name of the company	Bridgestone TVS India Private Limited
Address of the registered office or of the principal place of business in India of the company	TVS Building, 7B West Veli Street, Madurai – 625001, Tamilnadu, India sundarpk@bstvs.com
This form is for	Creation of charge
Type of charge	Movable property (not being pledge) Book Debts
Particular of charge holder	State Bank of India Industrial Finance Branch, 103 Anna Salai, Chennai – 600002, Tamilnadu, India kpkchennai@yahoo.co.in
Nature of instrument creating charge	a) Agreement of Loan for Overall Limit b) Agreement of Hypothecation of Goods and Assets c) Letter regarding the Grant of Individual Limits with in the Overall Limit d) Amendment Agreement
Date of instrument Creating the charge	23.04.2010
Amount secured by the charge	Rs.120.000 Millions
Brief of the principal terms and conditions and extent and operation of the charge	Rate of Interests: As stipulated by the bank from time to time - presently 0.50% below SBAR at 11.25% p.a. with monthly rests. Terms of Repayment: As stipulated by the bank from time to time. Margin: Cash Credit - 25% for Raw material, Stock in Process, Finished Goods, Receivables* LC (WC) - Nil BG (WC – Nil Extent and Operation of the charge: As per agreements.
Particulars of the property charged	Cash Credit (Hyp) - First charge on the entire current assets of the company viz, raw materials, stocks in process, finished goods, spares, consumables and stores, receivables of the company. LC (WC) - Merchandise covered under LCs and first charge over current assets as stipulated for CC (Hyp) Facility. BG (WC) - Counter Guarantee and first charge on the entire current assets as stipulated for CC (Hyp) facility.

FIXED ASSETS:

· Goodwill

· Improvement to Building

· Plant and Machinery

· Office Equipments

· Moulds

· Electrical Installations

· Computers

· Furniture and Fittings

· Vehicles

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.55.70
UK Pound	1	Rs.87.55
Euro	1	Rs.68.85

INFORMATION DETAILS

Report Prepared by :

NIT

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	3
PAID-UP CAPITAL	1~10	4
OPERATING SCALE	1~10	5
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	5
--PROFITABILIRY	1~10	2
--LIQUIDITY	1~10	3
--LEVERAGE	1~10	3
--RESERVES	1~10	4
--CREDIT LINES	1~10	4
--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		33

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.