MIRA INFORM REPORT

Report Date :

28.12.2012

IDENTIFICATION DETAILS

Name :	EXEDY CLUTCH INDIA PRIVATE LIMITED

Registered Office :	No.60/1, Ground Floor, Miyajima House, Residency Road, 2^nd Cross, Bangalore – 560 025, Karnataka

Country :	India

Financials (as on) :	31.03.2012

Date of Incorporation :	28.09.2011

Com. Reg. No.:	08-060621

Capital Investment / Paid-up Capital :	Rs. Nil

CIN No.: [Company Identification No.]	U35990KA2011FTC060621

TAN No.: [Tax Deduction & Collection Account No.]	BLRE05935G

Legal Form :	Private Limited Liability Company

Line of Business :	Manufacturer and Supplier of Clutch Assemblies for Vehicles.

No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

B (36)

RATING

STATUS

PROPOSED CREDIT LINE

26-40

Capability to overcome financial difficulties seems comparatively below average.

Small

Maximum Credit Limit :	USD 8037000

Status :	Project under implementation

Payment Behaviour :	Unknown

Litigation :	Clear

Comments :	Subject is a subsidiary of a foreign company. Even though the company was incorporated in the year September 2011. But they have not started their business activities. As confirmed with Mr. Vigneshwar (Accountant) subject is going to start its business activities from February 2013. However, capital base of the company appears to be strong. Payments are unknown. The company can be considered for business dealings with slight caution.

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

INDIAN ECONOMIC OVERVIEW

India is developing into an open-market economy, yet traces of its past autarkic policies remain. Economic liberalization, including industrial deregulation, privatization of state-owned enterprises, and reduced controls on foreign trade and investment, began in the early 1990s and has served to accelerate the country's growth, which has averaged more than 7% per year since 1997. India's diverse economy encompasses traditional village farming, modern agriculture, handicrafts, a wide range of modern industries, and a multitude of services. Slightly more than half of the work force is in agriculture, but services are the major source of economic growth, accounting for more than half of India's output, with only one-third of its labor force. India has capitalized on its large educated English-speaking population to become a major exporter of information technology services and software workers. In 2010, the Indian economy rebounded robustly from the global financial crisis - in large part because of strong domestic demand - and growth exceeded 8% year-on-year in real terms. However, India's economic growth in 2011 slowed because of persistently high inflation and interest rates and little progress on economic reforms. High international crude prices have exacerbated the government's fuel subsidy expenditures contributing to a higher fiscal deficit, and a worsening current account deficit. Little economic reform took place in 2011 largely due to corruption scandals that have slowed legislative work. India's medium-term growth outlook is positive due to a young population and corresponding low dependency ratio, healthy savings and investment rates, and increasing integration into the global economy. India has many long-term challenges that it has not yet fully addressed, including widespread poverty, inadequate physical and social infrastructure, limited non-agricultural employment opportunities, scarce access to quality basic and higher education, and accommodating rural-to-urban migration.

Source : CIA

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 :	No.60/1, Ground Floor, Miyajima House, Residency Road, 2^nd Cross, Bangalore – 560 025, Karnataka
Tel. No.:	91-80-41739891
Mobile No.:	91-9611886467 (Mr. Satish)
Fax No.:	91-80-41739891
E-Mail :	a-hirai@exedy.com h-hisakawa@exedy.com s-okamura@exedy.com
Website :	http://www.exedy.com

DIRECTORS

As on 15.10.2012

Name :

Hidehito Shichiro Hisakawa

Designation :

Director

Address :

15 12, 1 Choume Yamate Higashi, Kyoutanabe City Kyota, 6100357

Date of Birth/Age :

24.01.1955

Date of Appointment :

28.09.2011

DIN No.:

00277789

Other Directorship :

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	L34100MH1973PLC016985	EXEDY INDIA LIMITED	Director	25/04/2006	25/04/2006	26/11/2009	Active	NO
2	U35990KA2011FTC060621	EXEDY CLUTCH INDIA PRIVATE LIMITED	Director	28/09/2011	28/09/2011	-	Active	NO

Name :

Akira Hiroshi Hirai

Designation :

Director

Address :

House No.C-685, New Friends Colony, New Delhi – 110 025, India

Date of Birth/Age :

24.12.1957

Date of Appointment :

28.09.2011

DIN No.:

03248188

Other Directorship :

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	L34100MH1973PLC016985	EXEDY INDIA LIMITED	Managing director	27/07/2010	27/07/2010	-	Active	NO
2	U35990KA2011FTC060621	EXEDY CLUTCH INDIA PRIVATE LIMITED	Director	28/09/2011	28/09/2011	-	Active	NO

Name :

Shogo Eitarou Okamura

Designation :

Director

Address :

406-17-17-1, Shimomaruko Oota-Ku, Tokyo NA

Date of Birth/Age :

16.09.1956

Date of Appointment :

28.09.2011

DIN No.:

03589244

Name :

Norifumi Ikeda

Designation :

Director

Address :

No.61/1, Ground Floor, Miyajima House, Residency Road, 2^nd Cross, Bangalore – 560 025, Karnataka, India

Date of Birth/Age :

30.05.1969

Date of Appointment :

15.10.2012

DIN No.:

06374949

Other Directorship :

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	U35990KA2011FTC060621	EXEDY CLUTCH INDIA PRIVATE LIMITED	Director	15/10/2012	24/08/2012	-	Active	NO

Name :

Ryu Suzuki

Designation :

Director

Address :

4-20-11, Hiyoshidai, Tomisato-shi, Chiba Japan, Japan

Date of Birth/Age :

28.11.1966

Date of Appointment :

15.10.2012

DIN No.:

06433552

Other Directorship :

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	U35990KA2011FTC060621	EXEDY CLUTCH INDIA PRIVATE LIMITED	Director	15/10/2012	24/08/2012	-	Active	NO

KEY EXECUTIVES

Name :	Mr. Vigneshwar
Designation :	Accountant

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 15.10.2012

Names of Shareholders		No. of Shares
EXEDY Corporation, Japan Represented by Akira Hirai		199999999
EXEDY Trading Company Limited, Japan Represented by Hidehito Hisakawa		1
Total		200000000

As on 15.10.2012

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]		100.00

BUSINESS DETAILS

Line of Business :	Manufacturer and Supplier of Clutch Assemblies for Vehicles.

GENERAL INFORMATION

No. of Employees :	Not Available

Bankers :	Not Available


Banking Relations :	--

Auditors :
Name :	BSR and Associates 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
Income-tax PAN of auditor or auditor's firm :	AAAFB9852F

Ultimate Holding Company :	EXEDY Corporation Address: 1-1-1 Kidamotomiya, Neyagawa-shi, Osaka, Japan-5728570

Related parties under common control with whom transaction have taken place :	EXEDY Trading Company, Japan

CAPITAL STRUCTURE

As on 15.10.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
200000000	Equity Shares	Rs.10/- each	Rs.2000.000 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
200000000	Equity Shares	Rs.10/- each	Rs.2000.000 millions

As on 31.03.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
200000000	Equity Shares	Rs.10/- each	Rs.2000.000 millions

Subscribed Capital :

No. of Shares	Type	Value	Amount
250000	Equity Shares	Rs.10/- each	Rs.2.500 millions

Issued & Paid-up Capital :

No. of Shares	Type	Value	Amount
Nil	Equity Shares	Rs.10/- each	Rs. Nil

* The Company has received share application money during the year aggregating to Rs.2000.000 millions from the subscribers to its shares, for which the allotment of shares has taken place on 6^th April, 2012.

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2012
SHAREHOLDERS FUNDS
1] Share Capital		0.000
2] Share Application Money Pending Allotment		2000.000
3] Reserves & Surplus		9.155
4] (Accumulated Losses)		0.000
NETWORTH		2009.155
LOAN FUNDS
1] Secured Loans		0.000
2] Unsecured Loans		0.000
TOTAL BORROWING		0.000
DEFERRED TAX LIABILITIES		0.000

TOTAL		2009.155

APPLICATION OF FUNDS

FIXED ASSETS [Net Block]		1.224
Capital work-in-progress		0.000

INVESTMENT		0.000
DEFERRED TAX ASSETS		3.742

CURRENT ASSETS, LOANS & ADVANCES
	Inventories	0.000
	Sundry Debtors	0.000
	Cash & Bank Balances	1444.584
	Other Current Assets	6.616
	Loans & Advances	560.810
Total Current Assets		2012.010
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	0.000
	Other Current Liabilities	7.382
	Provisions	0.439
Total Current Liabilities		7.821
Net Current Assets		2004.189

MISCELLANEOUS EXPENSES		0.000

TOTAL		2009.155

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2012
	SALES
		Income	33.416
		Other Income
		TOTAL	33.416

Less	EXPENSES
		Office Expenses	16.990
		Administrative Expenses
		Advertising Expenses
		TOTAL	16.990

	PROFIT BEFORE TAX		16.426

Less	TAX		7.271

	PROFIT AFTER TAX		9.155

	Earnings Per Share (Rs.)		0.00

KEY RATIOS

PARTICULARS		31.03.2012
PAT / Total Income	(%)	27.40

Return on Total Assets (PBT/Total Assets}	(%)	0.82

Return on Investment (ROI) (PBT/Networth)		0.01

Debt Equity Ratio (Total Liability/Networth)		0.00

Current Ratio (Current Asset/Current Liability)		257.26

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 one year	Yes
12) Profitability for last one year	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	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

BACKGROUND:

The Company was incorporated on 28^th September 2011 as a subsidiary of EXEDY Corporation, Japan. The Company proposes to engage in manufacturing and supply of clutch assemblies for vehicles. The operations of the Company are expected to commence in the fiscal 2012-13. The Company has acquired a land from KIADB in Bangalore on a lease cum sale agreement for setting up its manufacturing facility.

FINANCIAL RESULTS:

The Company is incorporated on 28^th September 2011 as a subsidiary of EXEDY Corporation, Japan. The Company proposes to engage in manufacturing and supply of clutch assemblies for vehicles. The operations of the Company are expected to commence in the fiscal 2012-13.

THE PROJECT:

Narasapura Industrial Area near Bangalore, India. The proposed manufacturing unit is situated at Plot No.5-P, 9-18, 19P, 32-38, Narasapura Industrial Area, Appasandra Village, Kolar. The Company has acquired a land from KIADB in Bangalore on a lease cum sale agreement for setting up its manufacturing facility. The overall project cost is estimated at Rs.4730.000 Millions employing more than 1000 people with 30 acres of land.

The Company plans to manufacture both two wheeler Multi Plate Clutch and CVT (Continuance Variable Transmission) and 4-wheeler clutches. And also plans to manufacture friction facing parts for both 2 wheelers and 4 wheelers clutch. The friction facing is the most critical component of a Clutch Assembly.

Company had signed LOI with Honda Motor Cycle And Scooter India Private Limited for supply of 2 Wheelers Clutch Assembly.

FIXED ASSETS:

Tangible Assets

v Furniture and Fixtures

v Office Equipment

v Computers

v Vehicles

Intangible Assets

v 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 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 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.54.85
UK Pound	1	Rs.88.55
Euro	1	Rs.72.63

INFORMATION DETAILS

Report Prepared by :

SMN

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	4
PAID-UP CAPITAL	1~10	4
OPERATING SCALE	1~10	4
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	4
--PROFITABILIRY	1~10	4
--LIQUIDITY	1~10	4
--LEVERAGE	1~10	4
--RESERVES	1~10	4
--CREDIT LINES	1~10	4
--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	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		36

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	-

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This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.

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