MIRA INFORM REPORT

Report Date :

21.08.2012

IDENTIFICATION DETAILS

Name :	CARL ZEISS INDIA PRIVATE LIMITED

Branch Office :	No.22, Kensington Road, Ulsoor, Bangalore – 560 008, Karnataka

Country :	India

Financials (as on) :	30.09.2010

Date of Incorporation :	17.09.1997

FCRN No.:	F01465

Capital Investment / Paid-up Capital :	Rs.86.353 millions

Legal Form :	Foreign Registry Company

Line of Business :	Subject deals with medical systems ('Medical'), microscopy ('Mikro'), industrial metrology and consumer optics ('IMT').

No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

RATING

STATUS

PROPOSED CREDIT LINE

<10

Absolute credit risk exists. Caution needed to be exercised

Credit not recommended

Status :	No activity carried

Payment Behaviour :	--

Litigation :	--

Comments :	Subject is a 100% subsidiary of Carl Zeiss AG, Germany. It is incorporated in the Republic of Singapore. During the year, the entire business along with most of the assets and liabilities of the Branch Office, have been transferred to Carl Zeiss India (Bangalore) Private Limited. No business activity has been carried out during 2010. The company can be considered for business dealings on a safe and 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 – June 30, 2012

Country Name

Previous Rating

(31.03.2012)

Current Rating

(30.06.2012)

India

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 Office :	Located at: v Singapore
Tel. No.:	Not Available
Fax No.:	Not Available
Website :	http://www.zeiss.co.in

Branch Office 1 :	No.22, Kensington Road, Ulsoor, Bangalore – 560 008, Karnataka, India
Tel. No.:	91-80-25578888
E-Mail :	ramesh@zeiss.co.in

Branch Office 2 :	4^th Level, Block-D, NDM-II Building, Netaji Subhash Place, Pitampura, New Delhi – 110 034, India

Branch Office 3 :	# 2, Solitaire Corporate Part Building, Unit No.1, 151, M. Vasanji Road, Chakala, Andheri (East), Mumbai – 400 093, Maharashtra, India

Branch Office 4 :	Jasmine Tower, 4^th Floor, Unit No.403A and 403B, 31, Shakespeare Sarani, Kolkata – 700 017, West Bengal, India

Branch Office 5 :	A-711, 7^th Floor, Safal Pegasus, 100 ft., Prahladnagar Road, Near AUDA Garden, Anandnagar, Ahmedabad – 380 051, Gujarat, India

Branch Office 6 :	# 119, 2^nd Floor, Dr. R.K. Salai, Mylapore, Chennai – 600 004, Tamilnadu, India

Branch Office 7 :	# 303, Doshi Chambers, Basheerbagh, Hyderabad – 500 029, Andhra Pradesh, India

DIRECTORS

Name :	Dr. Wolfgang Jahrreiss
Designation :	Chairman
Address :	Fasanenwag 2, 90556, Suekendorg, Germany

Name :	Mr. Heniz Ewald Johann Poehlsen
Designation :	Director
Address :	C/o. 11 Orchard Turn, Orchard Parksuites, Singapore 238800

Name :	Dr. Larry Hansen
Designation :	President
Address :	Grand Forme Tchigaya Haraikata – Machi # 202, 4-1 Haraikata – Machi Shinjuku-Ku-Tokyo, Japan

Name :	Mr. Olaf Krieg
Designation :	Director
Address :	Max Deckman 49 89520 Heidenhein Germany

Name :	Mr. Srinivasan
Designation :	Director
Address :	Block 2, Lakepoint Drive, #02-15, Lakepoint Condominium, Singapore 648923

Name :	Venkatachelam Raman
Designation :	Managing Director

Name :	A.N. Ramesh Babu
Designation :	Director and Chief financial Officer
Address :	603, 3^rd Cross, Hanumanthnagar, Bangalore – 560 019, Karnataka, India

Name :	Wilson Thomas
Designation :	Director and Chief Operations Officer

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

MAJOR SHAREHOLDERS – NOT AVAILABLE

BUSINESS DETAILS

Line of Business :	Subject deals with medical systems ('Medical'), microscopy ('Mikro'), industrial metrology and consumer optics ('IMT').

GENERAL INFORMATION

No. of Employees :	Not Available

Bankers :	Not Available


Banking Relations :	--

Auditors :
Name :	BSR and Company Chartered Accountants
Address :	Maruthi Info-Tech Centre, 11-12/1, Inner Ring Road, Koramangala, Bangalore – 560 071, Karnataka, India
Tel. No.:	91-80-39806000
Fax No.:	91-80-39806999

Head Office :	Carl Zeiss India Pte Limited, Singapore

Holding Company :	Carl Zeiss A.G. Germany

Ultimate Holding Company:	Carl Zeiss Stiftung, Germany

Other related parties in the Carl Zeiss group, where common control exists and with whom the Branch office had transactions during the year	v Carl Zeiss India (Bangalore) Private Limited, India v Carl Zeiss Singapore Pte Limited, Singapore v Carl Zeiss Meditec, Dublin v Carl Zeiss IMT Corporation, Maple Grove v Carl Zeiss IMT Corporation, Minneapolis v Carl Zeiss IMT Corporation, Oberkochen v Carl Zeiss 3D Automation v Carl Zeiss Meditec, Jena v Carl Zeiss Meditec, Japan v Carl Zeiss Surgical Gmbh, Germany v Carl Zeiss Microimaging Gmbh, Germany v Carl Zeiss Sports Optics Gmbh, Germany v IOLTECH S A S v MetaSystems Gmbh, Germany v PALM Microlaser Technologies Gmbh, Germany

CAPITAL STRUCTURE

Head Office Account	As at 30^th September, 2010 (Rs. in millions)
As per last balance sheet	405.388
Add: Profit transferred from profit and loss account	(0.035)
	405.353
Less: Amount transferred to head office (repatriation of funds)	319.000
Total	86.353

FINANCIAL DATA

[all figures are in Rupees Millions]

CARL ZEISS INDIA PTE LIMITED – INDIA BRANCH OFFICE

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		30.09.2010	30.09.2009
SHAREHOLDERS FUNDS
1] Head Office Account		86.353	405.388
2] Share Application Money		0.000	0.000
3] Reserves & Surplus		0.000	0.000
4] (Accumulated Losses)		0.000	0.000
NETWORTH		86.353	405.388
LOAN FUNDS
1] Secured Loans		0.000	0.000
2] Unsecured Loans		0.000	0.000
TOTAL BORROWING		0.000	0.000
DEFERRED TAX LIABILITIES		0.000	0.000

TOTAL		86.353	405.388

APPLICATION OF FUNDS

FIXED ASSETS [Net Block]		0.000	0.000
Capital work-in-progress		0.000	0.000

INVESTMENT		0.000	0.000
DEFERRED TAX ASSETS		0.000	0.000

CURRENT ASSETS, LOANS & ADVANCES
	Inventories	0.000	0.000
	Sundry Debtors	0.000	0.000
	Cash & Bank Balances	33.530	0.000
	Other Current Assets	0.000	354.767
	Loans & Advances	53.528	53.794
Total Current Assets		87.058	408.561
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	0.705	0.650
	Other Current Liabilities	0.000	2.523
	Provisions	0.000	0.000
Total Current Liabilities		0.705	3.173
Net Current Assets		86.353	405.388

MISCELLANEOUS EXPENSES		0.000	0.000

TOTAL		86.353	405.388

CARL ZEISS INDIA PTE LIMITED – INDIA BRANCH OFFICE

PROFIT & LOSS ACCOUNT

	PARTICULARS		30.09.2010	30.09.2009
	SALES
		Sales – Traded Goods	0.000	151.859
		Services	0.000	43.815
		Commission	0.000	262.799
		Other Income	0.020	11.119
		TOTAL	0.020	469.592

Less	EXPENSES
		Cost of Materials	0.000	137.611
		Personnel Costs	0.000	79.238
		Other Expenses	0.055	150.839
		TOTAL	0.055	367.688

	PROFIT/ (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION		(0.035)	101.904

Less/ Add	DEPRECIATION/ AMORTISATION		0.000	5.318

	PROFIT/ (LOSS) BEFORE TAX		(0.035)	96.586

Less	TAX		0.000	39.336

	PROFIT/ (LOSS) AFTER TAX		(0.035)	57.250

	Profit/ (Loss) after taxation carried to Head Office account		(0.035)	57.250

	EARNINGS IN FOREIGN CURRENCY
		Commission	0.000	262.798
		Interest Income	0.000	0.066
	TOTAL EARNINGS		0.000	262.864

	IMPORTS
		Medical Diagnostic and Surgical Instruments, Research; Laboratory and Microscopy Systems, Industrial Measuring Instruments and Spares/Consumable thereof.	0.000	123.506
	TOTAL IMPORTS		0.000	123.506

KEY RATIOS

PARTICULARS		30.09.2010	30.09.2009
PAT / Total Income	(%)	(175.00)	12.19

Net Profit Margin (PBT/Sales)	(%)	0.00	63.60

Return on Total Assets (PBT/Total Assets}	(%)	(0.04)	23.64

Return on Investment (ROI) (PBT/Networth)		0.00	0.24

Debt Equity Ratio (Total Liability/Networth)		0.01	0.01

Current Ratio (Current Asset/Current Liability)		123.49	128.76

LOCAL AGENCY FURTHER INFORMATION

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	No
9) Name of person contacted	No
10) Designation of contact person	No
11) Turnover of firm for last two years	Yes
12) Profitability for last two 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	No
24) Banking facility details	No
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	No
30) Major Shareholders, if available	No
31) Date of Birth of Proprietor/Partner/Director, if available	No
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

BACKGROUND:

Carl Zeiss India Pte Limited is a 100% subsidiary of Carl Zeiss AG, Germany. The Company is incorporated in the Republic of Singapore. The ultimate holding company is Carl Zeiss Stifiung, Germany.

The Company commenced its operations in India with the opening of branch offices in Mumbai and New Delhi in 1997. Subsequently, the Company set up additional branch offices at Bangalore, Chennai, Kolkata, Ahmedabad and Hyderabad. The activities of branches are controlled out of Bangalore.

The Carl Zeiss group manufactures and sells optical products. Carl Zeiss India Pte Limited - India Branch Office ('the Branch Office') is engaged mainly as a front office for the Carl Zeiss group in India. The Branch Office facilitates the sale of Carl Zeiss group products in India. Further, the Branch Office also imports products from Carl Zeiss group and sells it to its domestic customers in India. The Branch Office also provides after sales support to Carl Zeiss products in India.

During the year, pursuant to business transfer agreement, the entire business along with most of the assets and liabilities of the Branch Office, have been transferred at book values to Carl Zeiss India (Bangalore) Private Limited, a subsidiary of Carl Zeiss Stiftung and Germany, the ultimate parent company. The transfer has been approved by Reserve Bank of India on 8 February 2010.

TRANSFER OF BUSINESS AND DISCONTINUED OPERATIONS

The Branch Office was engaged mainly as a front office for the Carl Zeiss group in India including facilitation of sale of Carl Zeiss group products in India. Further, the Branch Office also import products from Carl Zeiss group and sells it to its domestic customers in India. The Branch Office also provided after sales support to Carl Zeiss products in India.

The Branch Office has entered in to a business transfer agreement on 29^th September, 2009 which is effective from 1^st April, 2009. Under the agreement, the entire business along with most of the assets and liabilities of the Branch Office, have been transferred at book values to Carl Zeiss India (Bangalore) Private Limited, a subsidiary of Carl Zeiss Stiftung, Germany, the ultimate parent company. The transfer has been approved by Reserve Bank of India on 8^th February, 2010.

Accordingly, the transfer of business has been accounted in the financials statement with retrospective effect from 1^st April, 2009 and consideration for transfer of business amounting to Rs.354.767 millions has been recognized as a receivable from Carl Zeiss India (Bangalore) Private Limited. The amount is realized as follows:

Date	Amount (Rs. in millions)
25.03.2010	125.000
24.05.2010	125.000
17.08.2010	104.767
Total	354.767

Statement of assets and liabilities transferred is detailed below:

	Amount (Rs. in millions)
Assets transferred
Fixed assets	40.819
Deferred tax asset	48.188
Inventories	139.008
Sundry debtors	255.217
Cash and bank balances	70.047
Loans and advances	73.801
	627.080
Liabilities transferred
Current liabilities	169.770
Provisions	102.543
	272.313
Net assets transferred	354.767

FIXED ASSETS:

Owned Assets

v Leasehold Improvements

v Computer Equipment

v Plant and Machinery

v Office Equipment

v Furniture and Fixtures

v Service tools kits

Leased Assets

v Computer Equipment

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 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 :

SMN

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.

MIRA INFORM REPORT

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