MIRA INFORM REPORT

Report Date :

23.01.2012

IDENTIFICATION DETAILS

Name :	STANZEN TOYOTETSU INDIA PRIVATE LIMITED

Registered Office :	Plot No.20, Building No.2, Bidadi Industrial Area, Bangalore Rural District-562109, Karnataka

Country :	India

Financials (as on) :	31.03.2011

Date of Incorporation :	30.11.1998

Com. Reg. No.:	08-024464

Capital Investment / Paid-up Capital :	Rs.170.000 Millions

CIN No.: [Company Identification No.]	U34300KA1998PTC024464

TAN No.: [Tax Deduction & Collection Account No.]	BLRS04218E

PAN No.: [Permanent Account No.]	AADCS5675B

Legal Form :	Private Limited Liability Company

Line of Business :	Manufacture of Automobile Parts / Accessories and Trading in Tools, Jigs, Dies, Fixtures.

No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

Ba (45)

RATING

STATUS

PROPOSED CREDIT LINE

41-55

Overall operation is considered normal. Capable to meet normal commitments.

Satisfactory

Maximum Credit Limit :	USD 1700000

Status :	Satisfactory

Payment Behaviour :	Usually Correct

Litigation :	Clear

Comments :	Subject is an established company having satisfactory track. 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 for 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 :	Plot No.20, Building No.2, Bidadi Industrial Area, Bangalore Rural District-562109, Karnataka, India
Tel. No.:	91-80-27287158/59/27287174/75
Fax No.:	91-80-27287153
E-Mail :	nataraj.k@stti.ttp.co.on sttimarketing@stti.ttp.co.in
Website:	www.stanzentoyotetsu.com

DIRECTORS

As on 27.07.2011

Name :

Mr. Yoshimasa Sugimoto

Designation :

Whole-time Director

Address :

No.1, D Thomas Manor, No. 88, Richmond Road, Bangalore-560025.Karanataka.

Date of Birth/Age :

15.05.1963

Date of Appointment :

16.07.2009

DIN No.:

02727011

Name :

Mr. Masaaki Kobayahi

Designation :

Additional Director

Address :

Flat No.12, Capricon, C V Raman Road, Sadashivanagar, Bangalore – 560080, Karnataka, India

Date of Birth/Age :

25.04.1957

Date of Appointment :

12.08.2009

DIN No.:

02648896

Other Directorship:

No.

CIN

Name of the Company

Current designation of the director

Date of appointment at current designation

Original date of appointment

Company Status

Defaulting status

U34300KA2008PTC048504

TOYOTETSU INDIA AUTO PARTS PRIVATE LIMITED

Director

28-07-11

15-04-09

Active

U34300KA1998PTC024464

STANZEN TOYOTETSU INDIA PRIVATE LIMITED

Managing director

28-07-11

12-08-09

Active

Name :

Mr. Watanabe Yasunori

Designation :

Director

Address :

No.702, Embassy Orchid, No.38, 8^th Main Road, RMV Extension, Bangalore-560080, Karnataka, India

Date of Birth/Age :

24.07.1963

Date of Appointment :

14.05.2009

DIN No.:

02579703

Other Directorship:

S. No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Company Status	Defaulting status
1	U27105KA1999PTC025012	TOYOTA TSUSHO INDIA PRIVATE LIMITED	Managing director	01-04-09	01-04-09	Active	NO
2	U34300KA1998PTC024464	STANZEN TOYOTETSU INDIA PRIVATE LIMITED	Director	14-05-09	14-05-09	Active	NO
3	U34300KA2008PTC048504	TOYOTETSU INDIA AUTO PARTS PRIVATE LIMITED	Director	14-05-09	14-05-09	Active	NO
4	U66010KA2008PTC045231	TOYOTA TSUSHO INSURANCE BROKER INDIA PRIVATE LIMITED	Alternate director	09-09-09	09-09-09	Active	NO
5	U74140KA1998PTC024262	TOYOTA TECHNO PARK INDIA PRIVATE LIMITED	Alternate director	22-05-10	22-05-10	Active	NO

Name :

Mr. Avinash Sosale

Designation :

Whole Time Director

Address :

No.94, Arvind, 11^th Cross Margosa Road, Malleswaram, Bangalore-560003, Karnataka, India

Date of Birth/Age :

04.01.1981

Date of Appointment :

30.07.2010

DIN No.:

03191246

Other Directorship:

No.

CIN

Name of the Company

Current designation of the director

Date of appointment at current designation

Original date of appointment

Company Status

Defaulting status

U34300KA1998PTC024464

STANZEN TOYOTETSU INDIA PRIVATE LIMITED

Whole-time director

16-07-11

30-07-10

Active

U29246KA2010PTC052922

STANZEN ENGINEERING PRIVATE LIMITED

Director

04-02-11

Active

Name :

Shingo Shishikura

Designation :

Whole Time Director

Address :

G-906, Pegasus Wing, Brigade Gateway, 26/1, Dr. Rajkumar Road, Rajajinagar Extenstion, Malleswaram West, Bangalore-560055, Karnataka, India

Date of Birth/Age :

19.05.1959

Date of Appointment :

28.07.2011

Name :

Jun Koizumi

Designation :

Director

Address :

Embasy Orchard, No. 57/38763, Rajmahal Villas Extension, 1^st Stage, No. 702

Date of Birth/Age :

05.10.1966

Date of Appointment :

04.07.2011

Name :

Hisaki Oe

Designation :

Director

Address :

Shoba Ivory II, Apartment No. C-32, 7/1, St. Johns Road, Ulsoor, Bangalore, Karnataka, India

Date of Birth/Age :

21.07.1966

Date of Appointment :

27.06.2011

KEY EXECUTIVES

Name :	Mr. S.R. Ravi
Designation :	Secretary
Address :	No.30, 7^th Main AG’s Office Colony, Anand Nagar, Bangalore-560024.Karanataka.
Date of Birth/Age :	26.06.1956
Date of Appointment :	05.09.2006
PAN.:	AAVPR7843R

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 27.07.2011

Names of Shareholders		No. of Shares
Toyoda Iron Works Company Limited, Japan		13175000
Toyota Tsusho Corporation, Japan		850000
Stanzen Techno Private Limited, India		2975000

Total		17000000

As on 27.07.2011

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]		82.50
Bodies corporate		17.50
Total		100.00

BUSINESS DETAILS

Line of Business :

Manufacture of Automobile Parts / Accessories and Trading in Tools, Jigs, Dies, Fixtures.

PRODUCTION STATUS [AS ON 31.03.2011]

Particulars	Unit	Installed Capacity	Actual Production
Parts and Accessories of Motor Vehicles	Nos.	15000000	14835718
Tools, Jigs, Dies and Fixtures	Nos.	500	139

NOTE:

1. The company is exempt from the licensing provision of the industries development and regulation act, 1951.

2. As certified by the management and relied upon by auditors, this being a technical matter.

GENERAL INFORMATION

Bankers :

UFJ Bank Limited, New Delhi Branch, Upper Ground Floor, Mercantile House, 15 Kasturba Gandhi Marg, New Delhi-110001, India


Banking Relations :	--

Auditors :
Name :	Price Waterhouse and Company Chartered Accountants
Address :	5^th Floor, Tower D, The Millenia, 1 and 2 Murphy Road, Ulsoor, Bangalore-560008, Karnataka, India
Pan No.:	AADFP9359C

Holding Company:	Toyoda Iron Works Company Limited, Japan

Fellow Subsidiaries:	Toyotetsu India Auto Parts Private Limited

Parties where KMP are able to exercise significant influence:	· Stanzen Links · Stanzen Engineering Private Limited

CAPITAL STRUCTURE

As on 31.03.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
23000000	Equity Shares	Rs.10/- each	Rs.230.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
17000000	Equity Shares	Rs.10/- each	Rs.170.000 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		170.000	170.000	170.000
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		260.299	230.622	206.242
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		430.299	400.622	376.242
LOAN FUNDS
1] Secured Loans		0.000	0.000	0.000
2] Unsecured Loans		0.000	0.000	0.000
TOTAL BORROWING		0.000	0.000	0.000
DEFERRED TAX LIABILITIES		0.000	0.000	0.000

TOTAL		430.299	400.622	376.242

APPLICATION OF FUNDS

FIXED ASSETS [Net Block]		138.748	146.447	165.668
Capital work-in-progress		12.512	0.000	0.041

INVESTMENT		0.000	0.000	0.000
DEFERREX TAX ASSETS		11.068	9.023	7.351

CURRENT ASSETS, LOANS & ADVANCES
	Inventories	21.612	36.310	9.763
	Sundry Debtors	138.316	85.028	50.278
	Cash & Bank Balances	248.440	251.044	197.066
	Other Current Assets	8.615	8.241	9.503
	Loans & Advances	52.605	27.378	23.204
Total Current Assets		469.588	408.001	289.814
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	132.781	103.835	45.031
	Other Current Liabilities	20.776	17.858	13.353
	Provisions	48.060	41.156	28.248
Total Current Liabilities		201.617	162.849	86.632
Net Current Assets		267.971	245.152	203.182

MISCELLANEOUS EXPENSES		0.000	0.000	0.000

TOTAL		430.299	400.622	376.242

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		Income
		Other Income
		TOTAL	952.234	717.891	576.324

Less	EXPENSES
		Office Expenses
		Administrative Expenses	810.393	593.644	481.288
		Advertising Expenses
		Financial Expenses
		TOTAL	810.393	593.644	481.288

	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION		141.841	124.247	95.036

Less/ Add	DEPRECIATION/ AMORTISATION		35.641	34.368	38.290

	PROFIT BEFORE TAX		106.200	89.879	56.746

Less	TAX		37.007	31.403	19.577

	PROFIT AFTER TAX		69.193	58.476	37.169

Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		200.262	180.268	165.767

Less	APPROPRIATIONS
		Transfer to General Reserve	5.189	4.386	0.929
		Proposed Dividend	39.516	34.096	21.739
	BALANCE CARRIED TO THE B/S		224.750	200.262	180.268

	IMPORTS
		Raw Materials	2.222	1.840	0.376
		Stores & Spares	2.819	1.772	3.481
		Capital Goods	6.255	2.315	1.443
	TOTAL IMPORTS		11.296	5.927	5.300

	Earnings Per Share (Rs.)		4.07	3.44	2.19

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	7.27	8.15	6.45

Return on Total Assets (PBT/Total Assets}	(%)	17.45	16.21	12.46

Return on Investment (ROI) (PBT/Networth)		0.25	0.22	0.15

Debt Equity Ratio (Total Liability/Networth)		0.47	0.41	0.23

Current Ratio (Current Asset/Current Liability)		2.33	2.51	3.35

LOCAL AGENCY FURTHER INFORMATION

REVIEW OF OPERATIONS:

During the year the sale of auto components increased by 19.20% from Rs.687.000 millions in 2009-10 to Rs.818.000 millions in 2010-11. The tooling sale during the year was Rs.109.000 millions. The profit before tax increased from Rs.90.000 millions in 2009-10 to Rs.106.000 millions in 2010-11 registering 18% growth in profitability. The profit after tax increased from Rs.59.000 millions to Rs.69.000 millions.

BANKERS CHARGES REPORT AS PER REGISTRY

Name of the company	STANZEN TOYOTETSU INDIA PRIVATE LIMITED
Presented By	Mr. Shigeki Higashi
1) Date and description of instrument creating the change	Agreement of Demand Loan /Cash Credit and Hypothecation and Hypothecation of Account Receivable / Book Debts dated 14.09.2003 to secure Short Terms Loan against Raw Materials; Semi finished goods and Finished goods consisting of Auto parts and components, digs, moulds and fixtures and books debts.
2) Amount secured by the charge/amount owing on the securities of charge	Rs.92.000 Millions
3) Short particular of the property charged. If the property acquired is subject to charge, date of the acquired of the property should be given	Hypothecation of Books Debts, Raw Material, Semi-Finished Goods and Finished Goods consisting of Auto parts and components, dies, jigs, moulds and fixtures belonging to the borrowers which now and hereafter from time to time during the security shall be brought in / stored in the premises, warehouses or godowns of said borrowers at Bidadi or anywhere else in India shall stand hypothecated to the bank by way of first charge as security.
4) Gist of the terms and conditions and extent and operation of the charge.	v Interest at the rate if 4.475% per annum v Repayments on demand.
5) Name and Address and description of the person entitled to the charge.	UFJ Bank Limited, New Delhi Branch, Upper Ground Floor, Mercantile House, 15 Kasturba Gandhi Marg, New Delhi-110001.

CONTINGENT LIABILITIES:

Particulars	31.03.2011 (Rs. in millions)	31.03.2010 (Rs. in millions)
Tax Matters	0.792	5.901
Bank Guarantees	0.152	0.152
Total	0.944	6.053

NOTE:

1. During the month of January 2008, the company has availed VAT credit of Rs.0.507 million on foundation work at plant for installation of its Press Machines, which has been disallowed by the Commercial Tax Department as the same falls under the category of restricted goods for availing the credit. The department levied interest of Rs.0.234 million and penalty of Rs.0.060 millions on account of excess credit. The Company has appealed against such disallowance before the Joint Commissioner of Commercial Taxes (Appeals) and deposited an amount of Rs.0.369 million with the same.

2. Relates to bank guarantee furnished for a period of three years to the Custom Authorities, Chennai Port for import of HR Steel Coils against Advance License without payment of custom duty.

FIXED ASSETS:

v Leasehold Improvements

v Plant and Machinery

v Computer System

v Office Equipment

v Furniture and Fixtures

v Motors 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.50.3
UK Pound	1	Rs.77.97
Euro	1	Rs.65.31

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	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		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

21.612

36.310

9.763

138.316

85.028

50.278

248.440

251.044

197.066

8.615

8.241

9.503

52.605

27.378

23.204

469.588

408.001

132.781

103.835

45.031

20.776

17.858

13.353

48.060

41.156

28.248

201.617

162.849

267.971

245.152

7.27

17.45

0.25

0.47

2.33

Unit