MIRA INFORM REPORT

Report Date :

20.07.2012

IDENTIFICATION DETAILS

Name :	MINDA STONERIDGE INSTRUMENTS LIMITED (w.e.f. 10.11.2004)
Formerly Known As :	MINDA INSTRUMENTS LIMITED MINDA INSTRUMENTS PRIVATE LIMITED
Registered Office :	36 A, Rajasthan Udyog Nagar, New Delhi – 110033
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	22.03.1995
Com. Reg. No.:	55-066645
Capital Investment / Paid-up Capital :	Rs.119.000 Millions
CIN No.: [Company Identification No.]	U74899DL1995PLC066645
PAN No.: [Permanent Account No.]	AAACM5600R
Legal Form :	A Closely Held Public Limited Liability Company.
Line of Business :	Manufacturer of Electronics Instruments and Sensors.
No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

Ba (47)

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

Maximum Credit Limit :	USD 1340000
Status :	Satisfactory
Payment Behaviour :	Usually correct
Litigation :	Clear
Comments :	Subject is 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 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 :	36 A, Rajasthan Udyog Nagar, New Delhi-110033, India
Tel. No.:	Not Available
Fax No.:	Not Available
E-Mail :	niketa.sinha@mindastoneridge.com
Website :	http://www.minda.co.in
Branch Office:	Gut No. 287, Nanekarwadi, Chakan, Taluka Khed, District Pune-410501, Maharashtra, India
Tel No.:	91-2135-662000/ 662225
Fax No.:	91-2135-286225
Email:	info@mindastoneridge.com

DIRECTORS

(AS ON 18.07.2011)

Name :	Mr. Ashok Kumar Minda
Designation :	Director
Address :	A-15, Ashok Vihar, Phase 1, New Delhi-110052, India
Date of Birth/Age :	29.06.1962
Date of Appointment :	20.05.1995
DIN No.:	00054727
Name :	Mr. Naresh Kumar Modi
Designation :	Managing Director
Address :	A-501, Pride Panorma, S.N. 103C, 103/5A/1A/4A, Bhamburda, Shivajinagar, Pune, Maharashtra, India
Date of Birth/Age :	13.06.1966
Date of Appointment :	13.08.2004
DIN No.:	00089536
Name :	Mr. Mark Jeffrey Tervalon
Designation :	Director
Address :	5736, Diamond Point Circle, Elpaso, Texas, USA 79912
Date of Birth/Age :	03.12.1966
Date of Appointment :	13.08.2004
DIN No.:	00600609
Name :	Mr. John Charles Corey
Designation :	Director
Address :	9400, East Market Street, Warren, Ohio, USA
Date of Birth/Age :	28.09.1947
Date of Appointment :	03.08.2006
DIN No.:	02502339
Name :	Mr. Sanjay Thapar
Designation :	Additional Director
Address :	C-920-A, Sushant Lok, Phase -1, Gurgaon - 122002, Haryana, India
Date of Birth/Age :	08.01.1959
Date of Appointment :	16.06.2011
DIN No.:	01029851
Name :	Mr. Michael Sloan Dean
Designation :	Additional Director
Address :	1060, Wittmer Road, Mansfield, Ohio 44903
Date of Birth/Age :	26.07.1956
Date of Appointment :	16.06.2011
DIN No.:	03594928
Name :	Mr. Vikram Madhusudan Bhat
Designation :	Director
Address :	Flat No. 11, 3^rd Floor, Symphony 80-L, Jagmohan Dass Road, Mumbai-400006, Maharashtra, India
Date of Birth/Age :	05.05.1934
Date of Appointment :	28.08.2008
DIN No.:	00551104

KEY EXECUTIVES

Name :	Ms. Niketa Sinha
Designation :	Secretary
Address :	2/28, Shubham Park, Sector-26, Pradhikaran, Nigdi, Pune, Maharashtra, India
Date of Birth/Age :	28.01.1986
Date of Appointment :	21.10.2009
PAN No.:	BKVPS4353L

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

(AS ON 18.07.2011)

Names of Shareholders	No. of Shares
Ashok Kumar Minda	3907850
Ashok Kumar Minda (HUF)	15000
Avinash Chander Sinha	300
Baby Divya Minda	30000
Bhagwat Sewa	94750
Charu Mathur	200
Deepak Manjrekar	1000
Himanshu Makker	200
L. Nagrajan	1000
M.B. Malger	200
Minda Capital Limited, India	605000
Pankaj Singhal	200
R.K. Verma	500
R. Nagraj	5000
Ram Kishan Sharma	200
Sarika Minda	1405500
Shiv Kumar	200
Stoneridge Inc., USA	5831000
Sudhakar Sarvepalli	500
Tarun Gupta	500
Trishna Mahanty	200
Umesh Kumar Sharma	200
Vimal Krishna Ojha	500
Total	11900000

(AS ON 30.09.2011)

Equity Shares Break – up

Category	Percentage
Foreign holdings [Foreign institutional investors, Foreign Companies, Foreign Financial Institutions, Non-resident Indian or Overseas corporate bodies or others]	49.00
Bodies corporate	5.00
Directors or relatives of directors	45.00
Other top fifty shareholders	1.00
Total	100.00

BUSINESS DETAILS

Line of Business :

Manufacturer of Electronics Instruments and Sensors.

Products :

Products Description	Item Code No.
Part and Accessories of Motor	87141900

PRODUCTION STATUS (AS ON 31.03.2011)

Particulars	Unit	Installed Capacity*	Actual Production
Instrument Clusters	Nos.	2200000	1836186
Speedometers	Nos.	1000000	612995
Others **	Nos.	2200000	1828229

NOTE:

· In term of notification no. 477 (E) dated July 25, 1991, issued by the ministry of industry, department of industrial development, the company’s products have been exempted from industrial licensing. Accordingly, disclosure requirements concerning licensed capacity are not applicable.

· * The installed capacity is as certified by the management and relied on by the auditors, without verification, this being a technical matter.

· ** Others are represented by tank units, temperature gauge, fuel gauge, oil pressure gauge etc.

GENERAL INFORMATION

Customers :

· Bajaj

· Mahindra

· Yamaha

· Piaggio

· Tata

· GM

· Escorts

· Sonalika International

· Tafe

· Ashok Leyland

· Eicher

No. of Employees :

Not Available

Bankers :

· HDFC Bank Limited

HDFC Bank House, Senapati Bapat Marg, Lower Parel, Mumbai – 400013, Maharashtra, India

· ABN Amro Bank N.V.

Hansalya Building, 15 Barakhamba Road, New Delhi – 110001, India

Facilities :

Secured Loans	31.03.2011	31.03.2010
	(Rs. In Millions)
Loans taken for vehicles secured	2.551	2.459
Other debt secured	67.201	77.275
Total	69.752	79.734
NOTE: 1. Vehicle Loan from bank 2.304 Millions (Secured by hypothecation of Vehicles) (Amount payable within one year Rs.0.734 Million) 2. Vehicle Loan from others 0.246 Million (Secured by hypothecation of Vehicles) (Amount payable within one year Rs.0.246 Million) 3.Cash Credit facility from bank
Unsecured Loans	31.03.2011	31.03.2010
	(Rs. In Millions)
Deferred sales tax loan unsecured	83.553	85.636
Total	83.553	85.636
Under the 1993 Package Scheme of Incentives Govt. of Maharashtra (Due within one year Rs.4.102 Millions) Note: The Company has availed of deferment of Sales Tax collected, under the Package Scheme of Incentives, 1993, of the Government of Maharashtra. The Sales Tax liability of Rs.85.838 Millions, deferred and classified under unsecured loans, is repayable in five equal annual installments after completion of 10 years commencing from the year of availment.

Banking Relations :	--
Auditors :
Name :	Deloitte Haskins and Sells Chartered Accountant
Address :	706, B Wing, ICC Trader Tower, Senapati Bapat Marg, Pune-411016, Maharashtra, India
Tel. No.:	91-20-66244600
Fax No.:	91-20-66244605
PAN No.:	AACFD4815A
Joint Venture :	· Stoneridge Transportation Elect. Division
Associates/Subsidiaries :	· Minda Capital Limited · Minda Management Services Limited · Minda Autocare Limited, New Delhi · Minda Corporation Limited, Rudrapur · Minda Corporation Limited, Chakan · Minda Corporation Limited, Noida · Minda Corporation Limited, Pune · Minda Industries Limited, Pant · Minda Industries Limited, Delhi · Minda Industries Limited, Pune · Minda Sai Limited, Murbad · Minda Sai Limited, Pune · Minda Sai Limited, Tamilnadu · Minda Valeo Security Systems Private Limited · Minda Automotive Solutions LLC · Minda Sons Haridwar

CAPITAL STRUCTURE

(AS ON 18.07.2011)

Authorised Capital :

No. of Shares	Type	Value	Amount
12000000	Equity Shares	Rs.10/- each	Rs.120.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
11900000	Equity Shares	Rs.10/- each	Rs.119.000 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		119.000	119.000	119.000
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		216.968	142.201	96.470
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		335.968	261.201	215.470
LOAN FUNDS
1] Secured Loans		69.752	79.734	75.984
2] Unsecured Loans		83.553	85.636	85.838
TOTAL BORROWING		153.305	165.370	161.822
DEFERRED TAX LIABILITIES		28.109	18.098	4.249
TOTAL		517.382	444.669	381.541
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		405.996	343.932	275.667
Capital work-in-progress		8.148	22.559	7.856
INVESTMENT		0.000	0.000	0.000
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	155.592	68.881	52.687
	Sundry Debtors	415.727	225.780	147.919
	Cash & Bank Balances	0.287	35.231	55.990
	Other Current Assets	0.000	0.211	0.474
	Loans & Advances	44.099	19.335	22.856
Total Current Assets		615.705	349.438	279.926
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditor	472.125	247.776	163.580
	Other Current Liabilities	32.624	18.794	7.742
	Provisions	7.718	4.690	13.553
Total Current Liabilities		512.467	271.260	184.875
Net Current Assets		103.238	78.178	95.051
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
INTANGIBLE ASSETS		0.000	0.000	2.967
TOTAL		517.382	444.669	381.541

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		Income	1762.028	1148.657	917.666
		Other Income	19.846	15.304	14.061
		TOTAL (A)	1781.874	1163.961	931.727
Less	EXPENSES
		Consumption materials change inventories	1252.531	800.049
		Manufacturing Service Cost	19.148	13.533	837.544
		Employee Related Expense	215.623	148.991
		Administrative, Selling and Other expenses	130.060	85.968
		TOTAL (B)	1617.362	1048.541	837.544
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		164.512	115.420	94.183
Less	FINANCIAL EXPENSES (D)		3.221	1.744	6.080
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		161.291	113.676	88.103
Less/ Add	DEPRECIATION/ AMORTISATION (F)		58.399	42.712	37.577
	PROFIT BEFORE TAX (E-F) (G)		102.892	70.964	50.526
Less	TAX (H)		28.125	25.233	18.386
	PROFIT AFTER TAX (G-H) (I)		74.767	45.731	32.140
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		102.002	56.271	24.131
	BALANCE CARRIED TO THE B/S		176.769	102.002	56.271
	EARNINGS IN FOREIGN CURRENCY
		Export Earnings	373.937	370.470	359.306
	TOTAL EARNINGS		373.937	370.470	359.306
	IMPORTS
		Raw Materials	NA	NA	72.264
		Capital Goods	NA	NA	13.349
	TOTAL IMPORTS		NA	NA	85.613
	Earnings Per Share (Rs.)		6.28	3.84	2.70

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	4.20	3.93	3.45
Net Profit Margin (PBT/Sales)	(%)	5.84	6.18	5.50
Return on Total Assets (PBT/Total Assets}	(%)	10.07	10.23	9.09
Return on Investment (ROI) (PBT/Networth)		0.31	0.27	0.23
Debt Equity Ratio (Total Liability/Networth)		1.98	1.67	1.61
Current Ratio (Current Asset/Current Liability)		1.20	1.29	1.51

LOCAL AGENCY FURTHER INFORMATION

Check list by info Agents	Available in Report (Yes/ No)
Year of Establishment	Yes
Locality of the Firm	Yes
Constitution of the Firm	Yes
Premises details	No
Type of Business	Yes
Line of Business	Yes
Promoter’s Background	Yes
No. of Employees	No
Name of Person Contacted	No
Designation of Contact person	No
Turnover of Firm for last three years	Yes
Profitability for last three years	Yes
Reasons for variation <> 20%	-----
Estimation for coming financial year	No
Capital in the business	Yes
Details of sister concerns	Yes
Major Suppliers	No
Major Customers	Yes
Payments Terms	No
Export/ Imports Details (If applicable)	No
Market Information	-----
Litigations that the firm/ Promoters Involved in	-----
Banking details	Yes
Banking Facility Details	Yes
Conduct of the Banking Account	-----
Buyer visit details	-----
Financials, if provided	Yes
Incorporation details is applicable	Yes
Last Accounts filed at ROC	Yes
Major Shareholders, if available	Yes

OPERATIONS REVIEW

The Net Sales for the year have increased from Rs.1148.657 Millions to Rs.1762.028 Millions, an increase by 53% compared to last year’s increase of 25%. The net profit before tax increased by 45% to Rs.102.892 Millions as compared to last year figure of Rs.70.963 Millions, compared to last year’s increase of 40%.

The profit after tax has increased by almost 42%, from Rs.59.580 Millions to Rs.84.778 Millions, Reserves and Surplus have increased to Rs.216.968 Millions from last year’s Rs.142.201 Millions.

PROSPECTS AND FUTURE OUTLOOK

The Company has made aggressive business plan for next 5 years which includes both organic/ inorganic growth. While in organic growth, they shall continue to give focus on their core Instrument Cluster business, they are also planning to add in their portfolio products like Automotive Sensors, Body Control Module, GPS and Informative System. They have already extended the Joint Venture with Stoneridge for Sensor Products and feasibility study for other products lines is under preparation.

The Company also proposes to spread it business in Asian Region, Europe, besides Uzbekistan where it has already set up a plant to supply its various products through a new Company called Uz Minda.

On the whole, the company’s future business outlook seems to be very exciting.

FORM 8:

This form is for	Modification of charge
Charge identification number of the modified	10125531
Corporate identity number of the company	U74899DL1995PLC066645
Name of the company	MINDA STONERIDGE INSTRUMENTS LIMITED
Address of the registered office or of the principal place of business in India of the company	36 A, Rajasthan Udyog Nagar, New Delhi – 110033, India
Type of charge	Immovable Property
Particular of charge holder	· HDFC Bank Limited HDFC Bank House, Senapati Bapat Marg, Lower Parel, Mumbai – 400013, Maharashtra, India richard.stephen@hdfcbank.com
Nature of description of the instrument creating or modifying the charge	Memorandum of Equitable Mortgage dated 26^th June 2009
Date of instrument Creating the charge	26.06.2009
Amount secured by the charge	Rs.100.000 Millions
Brief particulars of the principal terms and conditions and extent and operation of the charge	Rate of Interest As decided by the Bank from time to time. Terms of Repayment On demand Margin As decided by the Bank from time to time. Extent and Operation of the charge First Exclusive charge on the property ituated at Nanekarwadi, Chakkan.
Short particulars of the property charged	All the piece and parcel of the land admesuring about 01- Hectore, 02.5-Aars on the North side of the land bearing Gat No.287 (Old Gat No.2147 of Chakn) of Nanekarwadi, Taluka Khed, District, Pune, within the limits of Zilla Parishad Pune, Taluka Panchayat Samittee Khed, Gram Panchayat Nanekarwadi and within the limits of sub-registrar Khed, District Pune.
Particulars of the present modification	The facilities allowed are additionally secured by this mortgage. All other term and conditions remaining the same.

FIXED ASSETS:

· Freehold Land

· Building

· Plant and Machinery

· Furniture and Fixtures

· Office Equipments

· Computer

· 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.55.38
UK Pound	1	Rs.86.75
Euro	1	Rs.68.06

INFORMATION DETAILS

Report Prepared by :

NIT

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	6
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	6
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		47

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.