MIRA INFORM REPORT

Report Date :

17.02.2012

IDENTIFICATION DETAILS

Name :	SOJITZ INDIA PRIVATE LIMITED
Registered Office :	7^th Floor, Eros Corporation Tower, Nehru Place, New Delhi – 110019, Delhi
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	29.03.2005
Com. Reg. No.:	55-134445
Capital Investment/ Paid-up Capital:	Rs.80.000 Millions
CIN No.: [Company Identification No.]	U51909DL2005PTC134445
TAN No.: [Tax Deduction & Collection Account No.]	DELS26586A
Legal Form :	Private Limited Liability Company
Line of Business :	Subject is engaged in indenting business in chemicals, machinery equipments and parts, plastics, foods and iron ore. The company is also involved in trading activities and business auxiliary services

RATING & COMMENTS

MIRA’s Rating :

Ba (46)

RATING		STATUS	PROPOSED CREDIT LINE
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory

Maximum Credit Limit :	USD 860000
Status :	Satisfactory
Payment Behaviour :	Usually Correct
Litigation :	Clear
Comments :	Subject is a subsidiary of Sojitz Asia Pte. Limited, Singapore. It is an established and a reputed company having satisfactory track. There appears some dip in the profitability of the company. However, Networth appears to be satisfactory. 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	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 :	7^th Floor, Eros Corporation Tower, Nehru Place, New Delhi – 110019, Delhi, India
Tel. No.:	91-11-6642-6400
Fax No.:	91-11-6642-6401
E-Mail :	Naresh.kharbanda@sea.sojitz.com
Website :	www.sojitz.com
Branch	Mumbai
Address:	802, Trade Star, C Wing, 8^th Floor, Sir M V Road, Andheri Kurla Road, Andheri (East), Mumbai - 400059, Maharashtra, India
Tel. No.:	91-22-30868657
Fax No.:	91-22-28217426
Branches :	Also Located at : · New Delhi, India · Pune, India · Chennai, India · Kolkata, India
Overseas Office :	Located at: · Australia · Indonesia · Korea

DIRECTORS

(As on 31.03.2011)

Name :

Mr. Yasuhiro Kawamura

Designation :

Managing Director

Address :

A-56, Vasant Marg, Vsant Vihar, New Delhi – 110057, Delhi, India

Date of Birth/Age :

24.02.1958

Date of Appointment :

03.10.2006

DIN No :

00918094

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	U51909DL2005PTC134445	SOJITZ INDIA PRIVATE LIMITED	Managing director	03-10-09	14-09-06	-	Active	NO
2	U74899DL1985PTC022534	PUSHPSONS FIBROL PRIVATE LIMITED	Alternate director	18-07-07	18-07-07	-	Active	NO

Name :

Mr. Masaaki Nishino

Designation :

Director

Address :

A-404/A-404, Cintiscape Building, Andheri-Kurla Road, J. B. Nagar, Andheri (East), Mumbai, Maharashtra, India

Date of Birth/Age :

19.10.1962

Date of Appointment :

14.12.2006

DIN No :

01274957

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	U51909DL2005PTC134445	SOJITZ INDIA PRIVATE LIMITED	Director	25-09-07	14-12-06	16-06-11	Active	NO

Name :

Mr. Masahiro Matsushita

Designation :

Director

Address :

Eros Hotel Managed by Hilton, Nehru Place, New Delhi- 110019, Delhi, India

Date of Birth/Age :

30.08.1960

Date of Appointment :

01.01.2012

DIN No:

00288035

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	L34300DL1986PLC026431	MOTHERSON SUMI SYSTEMS LIMITED	Alternate director	22-07-02	22-07-02	02-06-08	Active	NO
2	U34300KA2004PLC060158	Yaskawa Robotics India Limited	Director	08-05-08	29-07-06	02-02-11	Active	NO
3	U28910DL2004PLC126353	Motherson Auto Engineering Service Limited	Director	08-05-08	08-05-08	08-10-10	Active	NO
4	U51909DL2005PTC134445	SOJITZ INDIA PRIVATE LIMITED	Director	01-01-12	01-01-12	-	Active	NO
5	U74899DL2004PLC131122	MOTHERSON AUTO SOLUTIONS LIMITED	Alternate director	31-01-12	31-01-12	-	Active	NO

KEY EXECUTIVES

Name :	Mr. Abhinav Kumar
Designation :	Secretary
Address :	B/64-A, Phase II, Ashok Vihar, Delhi – 110052, Delhi, India
Date of Birth/Age :	27.10.1978
Date of Appointment :	04.04.2007
PAN No:	AQWPK2648E

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

(AS ON 28.09.2011)

Names of Shareholders	No. of Shares
Sojitz Asia Pte. Limited	7999999
Sojitz Group of Management Of Asia	1
Total	8000000

(AS ON 28.09.2011)

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 :

Subject is engaged in indenting business in chemicals, machinery equipments and parts, plastics, foods and iron ore. The company is also involved in trading activities and business auxiliary services.

GENERAL INFORMATION

Bankers :	Not Divulged
Facilities :	---

Banking Relations :	--
Auditors :
Name :	S. R. Batliboi and Associates Chartered Accountant
Address :	Golf View Corporate Tower ‘B’, Sector-42, Sector Road, Gurgaon – 122002, Haryana, India
Tel. No.:	91-124-4644000
Fax No.:	91-124-4644050
PAN.:	AABFS3412N
Fellow Subsidiaries :	v Sojitz (Thailand) Co. Limited v Sojitz Logistics Corporation v Sojitz (Malaysia) Sdn. Bhd., Malaysia v PT. Sojitz Indonesia, Indonesia v Sojitz (China) Co. Limited, Beijing v Sojitz Europe Plc. Dusseldurf v Sojitz Machinery Corporation v Sojitz Taiwan Corporation, Taipai v Sojitz Shanghai Co. Limited v Sojitz Planet Corporation, Tokyo v Sojitz Marine and Engineering Corporation, Tokyo v Sojitz Food Corporation v Sojitz (Tianjin) Mineral Resources v Sojitz Corporation of America v Sojitz Resources and Technology v Sojitz Philippines Chemical v Sojitz Qunidgo Chemicals v Alconix Corporation, Japan v Sojitz Phillipines Chemical v Sojitz Resources and Technology v Thai GCI Resitop, Thailand v Sojitz America Capital, U.S.A. v Metal One Corporation, Japan v Sojitz Petroleum Co. Ltd., Singapore v Sojitz Vietnam v Sojitz Tourist Corporation, Japan
Holding Company:	Sojitz Asia Pte. Limited, Singapore
Ultimate Holding Company :	Sojitz Corporation, Japan

CAPITAL STRUCTURE

(As on 31.03.2011)

Authorised Capital :

No. of Shares	Type	Value	Amount
13200000	Equity Shares	Rs. 10/- each	Rs.132.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
8000000	Equity Shares	Rs. 10/- each	Rs.80.000 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		80.000	80.000	80.000
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		133.793	127.750	81.414
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		213.793	207.750	161.414
LOAN FUNDS
1] Secured Loans		0.000	0.000	0.000
2] Unsecured Loans		0.000	0.000	00000
TOTAL BORROWING		0.000	0.000	0.000
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		213.793	207.750	161.414
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		42.536	42.252	43.386
Capital work-in-progress		0.000	0.000	0.000
INVESTMENT		0.000	0.000	0.000
DEFERREX TAX ASSETS		10.363	6.656	4.953
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	71.345	33.359	17.764
	Sundry Debtors	230.835	132.808	138.093
	Cash & Bank Balances	44.765	121.312	65.008
	Other Current Assets	1.397	0.900	0.269
	Loans & Advances	71.403	49.630	56.076
Total Current Assets		419.745	338.009	277.210
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditor	232.063	135.089	103.797
	Other Current Liabilities	5.294	18.437	19.937
	Provisions	21.493	30.641	40.401
Total Current Liabilities		258.850	184.167	164.135
Net Current Assets		160.895	153.842	113.075
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		213.793	207.750	161.414

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		Sales and Services Income		302.981	249.523
		Commission Income		287.056	291.285
		Other Income		3.284	9.912
		Increase in Inventories		15.595	15.327
		TOTAL (A)	838.967	608.916	566.046
Less	EXPENSES
		Purchase of trading goods		225.194	104.778
		Purchase of services		43.567	122.673
		Personnel Expenses		75.661	60.946
		Selling and Distribution		0.00	0.000
		Operating and other expenses		176.210	163.175
		TOTAL (B)	822.977	520.632	451.572
			(Including
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		Financial charges and	88.284	114.474
			Depreciation)
Less	FINANCIAL EXPENSES (D)			0.923	0.578
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)			87.361	113.896
Less/ Add	DEPRECIATION/ AMORTISATION (F)			9.590	7.674
	PROFIT BEFORE TAX (E-F) (G)		15.991	77.771	106.222
Less	TAX (H)		8.043	28.797	44.623
	PROFIT AFTER TAX (G-H) (I)		7.948	48.974	61.599
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		127.750	81.414	19.815
	BALANCE CARRIED TO THE B/S		135.698	130.388	81.414
	EARNINGS IN FOREIGN CURRENCY
		Export Earnings	24.121	39.141	1.666
		Commission Earnings	281.531	286.516	290.826
		Other Earnings	67.951	63.057	17.463
	TOTAL EARNINGS		373.603	388.714	309.955
	IMPORTS
		Trading goods	352.485	151.286	76.152
	TOTAL IMPORTS		352.485	151.286	76.152
	Earnings Per Share (Rs.)		0.99	5.79	7.70

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	0.95	8.04	10.88
Net Profit Margin (PBT/Sales)	(%)	-	12.84	19.10
Return on Total Assets (PBT/Total Assets}	(%)	3.46	20.45	33.13
Return on Investment (ROI) (PBT/Networth)		0.07	0.10	0.66
Debt Equity Ratio (Total Liability/Networth)		1.21	0.87	1.02
Current Ratio (Current Asset/Current Liability)		1.62	1.86	1.69

LOCAL AGENCY FURTHER INFORMATION

NOTE

Registered office of the company has been shifted from “2^nd Floor, Mercantile House, 15, Kasturba Gandhi Marg, New Delhi – 110001, India” to “7^th Floor, Eros Corporation Tower, Nehru Place, New Delhi – 110019, Delhi” w.e.f 29.08.2011

NATURE OF OPERATION :

Sojitz India Private Limited (SIPL or the Company) was incorporated on 29th March, 2005 as wholly owned subsidiary of Sojitz Asia Pte. Limited, Singapore and is engaged in indenting business in chemicals, machinery equipments and parts, plastics, foods and iron ore. The Company is also involved in trading activities and business auxiliary services.

FINANCIAL PERFORMANCE

The Company, after diversifying its principal/indent business in domestic as well as international aspect during the year, has been performing quite well. This has been reflected by marginal increase in total income as compared to the last year although the actual picture has been shadowed by increase in expenditure resulting from inflation and ancillary factors. Automobile, machinery, chemicals, iron-ore, foods and plastics divisions are the main fields in which the Company had succeeded in its principal business. Further, Company is also doing domestic

business in trading of Chemicals.

CONTINGENT LIABILITIES (NOT PROVIDED FOR) IN RESPECT OF:

a) In respect of Assessment Year 2006-2007, a draft assessment order has been passed by the Assessing Officer under section 144C of the Income Tax Act, 1961 based on report obtained from the Transfer Pricing Officer and some other grounds making an adjustment of Rs. 3.742 millions (previous year Rs. 3.742 millions ) The Company has referred the matter to ITAT and against which the Company has paid deposit of Rs 2.500 millions (Previous year Rs Nil). Based on the expert opinion received, the management is hopeful of a favorable decision in this regard.

b) In respect of Assessment Year 2007-2008, a draft assessment order has been passed by the Assessing Officer under section 144C of the Income Tax Act, 1961 based on report obtained from the Transfer Pricing Officer. The amount involved is Rs. 13.367 millions (previous year Rs.Nil). The Company has referred the matter to Dispute Resolution Panel. Based on the expert opinion received, the management is hopeful of a

favorable decision in this regard.

c) In respect of Assessment Year 2007-08, a demand has been raised vide order under section 143(3) of the Income Tax Act, 1961 on account of various expenditures disallowed by the assessing office. The company has filed an appeal before Dispute Resolution Panel. The amount involved is Rs. 2.908 millions (Previous Year Rs. Nil). Based on the expert opinion received, the management is hopeful of a favourabledecision in this regard.

d) Claims against the company not acknowledged as debt

i. The Company has received a legal notice from one of the customer for misrepresenting and inducing them into an agreement with another company. The Customer made an application to the Calcutta High Court for appointment of an arbitrator. In the same application, the customer has also allegedly claimed Rs 1384.253 millions from the company towards damages and /or loss suffered by them on account of providing short cargo for handling by the other company as per the aforesaid agreement. The company has also filed an application dated May 13, 2011 to the High court for appointment of an arbitrator and also claimed that the demand raised against the company is completely baseless. Further, the Company based on a legal opinion is of the view that the claim made by the customer is not sustainable and thus no need to provide any liability in this regard.

ii. Four employees of Sojitz Corporation (SC), liason office, Mumbai have filed a case against SC and the Company under Industrial Tribunal, Maharashtra. The dispute pertains to reinstatement of these employees with continuity of service, full back wages and all consequential benefits with effect from 1st April, 2004 as the company is the successor in the interest of the SC, liaison office. Pending the decision of the tribunal, the liability against the same is not ascertainable. Further, the Company has also received corporate guarantee from Sojitz Corporation Japan that indemnifies it against any liability in this regard. Accordingly, no provision is considered necessary against the same.

a. The Directorate of Revenue Intelligence (DRI) has scrutinized transactions of sale of telecom equipment by parent Sojitz Corporation, Japan (SCJ) to Indian buyers and issued a show cause notice to the Company dated July 30, 2009 alleging that Indian buyers evaded customs duty on import of embedded software and SIPL was also allegedly involved in this evasion as a result of playing an active role in coordinating with the importers and SCJ in all respects and attending to various works on behalf of SCJ in India. A show cause notice was also issued to the parent Sojitz Corporation Japan. DRI alleged that SIPL helped the Indian Importers in availing undue benefits of exemption led to huge loss of revenue to the government of India. SIPL has filed a reply to the show cause wherein it has denied any involvement in abetting the misclassification of the goods and evasion of customs duty. The Company has received a guarantee from Sojitz Corporation Japan confirming that any liability shall be covered by the parent Company as a principal of the transaction that the Company may incur relating to the above show cause notice.

e) Bank has given guarantee on behalf of the Company. The amount involved is Rs 500,000.

FIXED ASSETS

v Leasehold Improvements

v Office Equipments

v Computers

v Furniture and Fixture

v 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.49.25
UK Pound	1	Rs.77.45
Euro	1	Rs.64.89

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	6
--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	NO
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	YES
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		46

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.