MIRA INFORM REPORT

Report Date :

09.02.2012

IDENTIFICATION DETAILS

Name :	CARRARO INDIA PRIVATE LIMITED (w.e.f.10.03.2009)

Formerly Known As :	CARRAEO INDIA LIMITED

Registered Office :	B 2/ 2 MIDC, Ranjangaon, Pune - 412220, Maharashtra

Country :	India

Financials (as on) :	31.03.2011

Date of Incorporation :	11.04.1997

Com. Reg. No.:	11-132629

Capital Investment / Paid-up Capital :	Rs.568.260 Millions

CIN No.: [Company Identification No.]	U52609PN1997PTC132629

Legal Form :	Private Limited Liability Company

Line of Business :	Manufacturers of Axles and Transmissions for Tractors and Construction Equipment.

No. of Employees :	Not Available

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 3700000

Status :	Satisfactory

Payment Behaviour :	Usually correct

Litigation :	Clear

Comments :	Subject is an established company having satisfactory track records. 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 dealings 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.

ECGC Country Risk Classification List – September 30, 2011

Country Name

Previous Rating

(30.06.2011)

Current Rating

(30.09.2011)

India

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

LOCATIONS

Registered Office / Factory :	B 2/ 2 MIDC, Ranjangaon, Pune - 412220, Maharashtra, India
Tel. No.:	91-2138-662666 / 232101 / 2 / 3 / 4
Fax No.:	91-2138-232136
E-Mail :	Cristian_Falaschi@carraro.com
Website :	http://www.carraro.com

DIRECTORS

As on 30.09.2011

Name :

Mr. Enrico Elio Gomiero

Designation :

Director

Address :

Via E Degli Scrovegni 7, Padova, Italy

Date of Birth/Age :

27.10.1958

Date of Appointment :

06.06.1997

DIN No.

00588074

Other Directorship

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	U52609PN1997PTC132629	CARRARO INDIA Private LIMITED	Director	6/6/1997	6/6/1997	-	Active	NO
2	U29130PN1998FTC021543	TURBO GEARS INDIA PRIVATE LIMITED	Director	23/05/2004	19/06/1998	-	Active	NO
3	U28900MH1998PTC115428	CARRARO PNH COMPONENTS (INDIA) PRIVATE LIMITED	Director	19/06/1998	19/06/1998	-	Amalgamated	NO
4	U29248PN2006FTC129965	Carraro Technologies India Private Limited	Director	10/7/2006	10/7/2006	-	Active	NO

Name :

Mr. Mario Giovanni Carraro

Designation :

Director

Address :

Via Delle Palme 8, Padova, Italy

Date of Birth/Age :

29.10.1929

Date of Appointment :

06.06.1997

DIN No.:

00676573

Other Directorship

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	U52609PN1997PTC132629	CARRARO INDIA Private LIMITED	Director	6/6/1997	6/6/1997	-	Active	NO
2	U29130PN1998FTC021543	TURBO GEARS INDIA PRIVATE LIMITED	Director	30/11/2004	30/11/2004	-	Active	NO

Name :

Mr. Ferretti Marco Bruno

Designation :

Director

Address :

Lane No 7, Oxford Hall Mark Building, Flat No. C -502, Koregoan Park, Pune – 411001, Maharashtra, India

Date of Birth/Age :

30.08.1968

Date of Appointment :

08.10.2009

DIN No.:

03297548

Other Directorship

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	U52609PN1997PTC132629	CARRARO INDIA Private LIMITED	Additional director	8/10/2009	8/10/2009	-	Active	NO
2	U28900MH1998PTC115428	CARRARO PNH COMPONENTS (INDIA) PRIVATE LIMITED	Additional director	8/10/2009	8/10/2009	-	Amalgamated	NO
3	U29130PN1998FTC021543	TURBO GEARS INDIA PRIVATE LIMITED	Additional director	8/10/2009	8/10/2009	-	Active	NO
4	U29248PN2006FTC129965	Carraro Technologies India Private Limited	Additional director	8/10/2009	8/10/2009	-	Active	NO

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 30.09.2011

Names of Shareholders		No. of Shares
Carraro Drive Tech Spa, Italy		5682598
Carraro Drive Tech Spa Enrico Carraro, Italy		2

As on 30.09.2011

Equity Share Break up

Category	Percentage
Foreign holdings( Foreign institutional investor(s), Foreign companie(s) Foreign financial institution(s), Non-resident Indian(s) or Overseas Corporate bodies or Others	100.00
Total	100.00

BUSINESS DETAILS

Line of Business :

Manufacturers of Axles and Transmissions for Tractors and Construction Equipment

Products :

Product Description	Item Code
Drive-axies with differential	870850
Gear Boxes	870840
Others	870839

PRODUCTION STATUS

As On 31.03.2011

Particulars	Licensed Capacity *	Installed Capacity **	Actual Production
Agricultural Transmissions	--	42300	14695
Transmissions for Loaders	--	54000	10547
Final Drives	--	30000	2358
Axles (Front Axle Beam)	--	67500	16493
Axles (Rear Axle)	--	54000	11593
Skid Steer Axles	--	162000	13483
Trumpets	--	43722	4813

Note :

* As per the Industrial policy notification No.S.O / 477 (E) dated July 25, 1991 issued by the Government of India, Ministry of Industry, Department of industrial Development, The Manufacture of products of the Company are Exempt form Industrial licensing

** As certified by the management and have not been verified by the auditors, being a technical matter.

GENERAL INFORMATION

No. of Employees :

Not Available

Bankers :

Export-Import Bank of India, Centre One Building, 21^st Floor, World Trade Centre, Cuffe Parade, Mumbai – 400 005, Maharashtra, India
ABN Amro Bank N.V., 327, M.G. Road, Pune Camp, Pune-411001, Maharashtra, India
IDBI Bank Limited, IDBI Tower, WTC Complex, Cuffe Parade, Mumbai-400005, Maharashtra, India

Facilities :

Secured Loan	As on 31.03.2011 (Rs. in Millions)	As on 31.03.2010 (Rs. in Millions)
Rupee Term Loans Secured	336.029	122.059
Foreign Currency Loans Secured	0.000	63.369
Working Capital Loans Secured	828.211	546.573
Total	1164.240	732.001

Unsecured Loan	As on 31.03.2011 (Rs. in Millions)	As on 31.03.2010 (Rs. in Millions)
Foreign Currency Loans unsecured	192.947	121.140
Total	192.947	121.14


Banking Relations :	---

Auditors :
Name :	Lovelock and Lewes Chartered Accountants
Address :	5^th Floor, Mutha Towers, Suite No. 8, Airport Road, Yerawada, Pune-411006, Maharashtra, India
PAN.:	AABFL5878L

Ultimate Holding Company:	Finaid SpA

Holding Company :	Carraro Drive tech SpA (Direct Holding)

Subsidiaries :	Carraro PNH Components India Private Limited CIN No. U52609PN1997PTC132629

Fellow Subsidiaries :	Carraro Argentina S.A. Carraro International S.A. Carraro International S.A. Succ DIL Carraro North America Inc.(V.B.) Carraro china Drive Systems Company Limited Fabyka OSI Napedowych S.A. (Fon S.A.) Gearworld North America LLC (MiniGears) MG MiniGears (Suzhou Company Limited ) MG MiniGears SpA (Division poggiofi) O and k Antriebstechnik GMBH and Company KG Siap SpA Turbo Gears India Private Limited Carraro technologies India Private Limited Maus SpA

CAPITAL STRUCTURE

As on 30.09.2011

Authorised Capital : Rs.760.010 Millions

Issued, Subscribed & Paid-up Capital : Rs.568.260 Millions

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		568.260	568.260	568.260
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		372.458	316.689	310.041
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		940.718	884.949	878.301
LOAN FUNDS
1] Secured Loans		1164.241	732.001	682.416
2] Unsecured Loans		192.947	121.140	135.800
TOTAL BORROWING		1357.188	853.141	818.216
DEFERRED TAX LIABILITIES		36.697	16.962	13.225

TOTAL		2334.603	1755.052	1709.742

APPLICATION OF FUNDS

FIXED ASSETS [Net Block]		1048.320	1027.001	959.526
Capital work-in-progress		37.651	43.411	71.108

INVESTMENT		10.000	10.000	10.000
DEFERREX TAX ASSETS		0.154	0.171	0.000

CURRENT ASSETS, LOANS & ADVANCES
	Inventories	1088.453	533.564	446.912
	Sundry Debtors	1143.891	517.937	622.383
	Cash & Bank Balances	298.386	250.670	119.061
	Other Current Assets	0.198	0.312	0.137
	Loans & Advances	840.082	316.966	407.961
Total Current Assets		3371.010	1619.449	1596.454
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	1987.551	859.310	805.355
	Other Current Liabilities	96.220	55.106	72.664
	Provisions	48.761	30.594	49.327
Total Current Liabilities		2132.532	945.010	927.346
Net Current Assets		1238.478	674.469	669.108

MISCELLANEOUS EXPENSES		0.000	0.000	0.000

TOTAL		2334.603	1755.052	1709.742

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		Income	4744.332	2001.741	3289.814
		Other Income
		TOTAL	4744.332	2001.741	3289.814

Less	EXPENSES
		Office Expenses	4568.962	1892.256
		Administrative Expenses
		Advertising Expenses
		TOTAL	4568.962	1892.256	3414.406 (Including Deprecation)

	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION		175.370	109.485

Less/ Add	DEPRECIATION/ AMORTISATION		113.362	98.799

	PROFIT BEFORE TAX		62.008	10.686	(124.592)

Less	TAX		6.240	4.038	(39.629)

	PROFIT AFTER TAX		55.768	6.648	(84.963)

	EARNINGS IN FOREIGN CURRENCY
		Export Earnings	2068.321	846.050	NA
	TOTAL EARNINGS		2068.321	2914.371	NA

	IMPORTS
		Capital Goods	36.823	16.825	NA
		Raw Materials	1399.759	264.917	NA
	TOTAL IMPORTS		1436.582	281.742	NA

	Earnings Per Share (Rs.)		0.98	0.12	(1.83)

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	1.18	0.33	(2.58)

Return on Total Assets (PBT/Total Assets}	(%)	1.40	0.40	(4.87)

Return on Investment (ROI) (PBT/Networth)		0.07	0.01	(0.14)

Debt Equity Ratio (Total Liability/Networth)		3.71	2.03	1.99

Current Ratio (Current Asset/Current Liability)		1.77	1.71	1.72

LOCAL AGENCY FURTHER INFORMATION

Business Operations

During the year 2010 2011 there was an Increase in sales by around 137% and the company a net profit before tax of Rs.62.000 Millions. Operating Profit (PBITDA) increased by 53% from Rs.188.000 Millions (9.4% of revenue) to Rs.287.900 millions (6.07% of revenue). Profit after taxation (PAT) increased by 839% from Rs.6.600 Millions (0.3% of total Revenue) to Rs.55.800 Mullion (1.18% of total revenue). Improvement in profitability in the current year is mainly due to increase in sales volumes along with improved internal capacity utilization and better control over material pricing.

Business Outlook:

The company has achieved the goal of doubling the turnover along with improvement in the profitability in the current financial year. In the coming financial year 2011-12 the growth is expected to continue at double digit rate as planned by the Group in domestic as well as export sector. This favorable outlook is due to a) stable demand form European customers, b) Strong demand from United States, c) Increasing demand form agricultural Turkish customers representing about 20% of turnover, d) Continued shift of production from Carraro Group units in Europe and e) new product development leading to a strong demand in the domestic market owing to continuous efforts in Research and Development.

Form 8

Corporate identity number of the company	U52609PN1997PTC132629
Name of the company	CARRARO INDIA Private LIMITED
Address of the registered office or of the principal place of business in India of the company	B2/ 2 MIDC, Ranjangaon, Pune-412220, Maharashtra, India
This form is for	Modification of charge
Charge identification (ID) number of the charge to be modified	1289285
Type of charge	Immovable Property
Particular of charge holder	IDBI Bank Limited IDBI Towerwtc Complex, Cuffe Parade, Mumbai – 400005, Maharashtra, India r.krishnamani@idbi.com.in
Nature of instrument creating charge	Memorandum of Entry date 20^th October 2011
Date of instrument Creating the charge	21.10.2011
Amount secured by the charge	Rs.139.300 Millions
Brief of the principal terms an conditions and extent and operation of the charge	Rate of Interest BBR + 250 bps payable monthly. Present BBR is 10.75%p.a. Terms of Repayment To be Repaid in 20 equal quarterly installments starting form one year after the date of first disbursement Margin Nil Extent and Operation of the charge First parri passu charge on entire fixed assets of the company
Short particulars of the property or asset(s) charged (including complete address and location of the property)	Borrowers leasehold lands and other immoveable properties situated at Plot No. b 2/2 in the Ranjangaon Industrial Area, within village limits of Ranjangaon, Taluka shirur, District Pune
Date of instrument modifying the charge	02.06.2011
Particulars of the present modification	Additional security by way of Memorandum of Entry was provided to the existing loan

FIXED ASSETS

· Land

· Buildings

· Plant and Machinery

· Furniture and Fixture

· Office Equipments

· Computers

· Vehicles

· Dies, Pattern, Fixtures and Tools

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] 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.49.07
UK Pound	1	Rs.78.09
Euro	1	Rs.65.12

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	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		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.

MIRA INFORM REPORT

1088.453

533.564

446.912

1143.891

517.937

622.383

298.386

250.670

119.061

0.198

0.312

0.137

840.082

316.966

407.961

3371.010

1987.551

859.310

805.355

96.220

55.106

72.664

48.761

30.594

49.327

2132.532

945.010

927.346

1238.478

674.469

669.108

1.18

(2.58)

1.40

(4.87)

0.07

(0.14)

3.71

1.99

1.77

1.72

Unit