MIRA INFORM REPORT

Report Date :

27.06.2012

IDENTIFICATION DETAILS

Name :	TECUMSEH PRODUCTS INDIA PRIVATE LIMITED
Registered Office :	Balanagar Township, Hyderabad – 500 037, Andhra Pradesh
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	30.01.1997
Com. Reg. No.:	01-035316
Capital Investment / Paid-up Capital :	Rs.1885.042 millions
CIN No.: [Company Identification No.]	U31109AP1997PTC035316
TAN No.: [Tax Deduction & Collection Account No.]	HYDT00954C
PAN No.: [Permanent Account No.]	AABCT6893J
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturer of Refrigerators and other Hermetically Sealed Compressors
No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

B (27)

RATING		STATUS	PROPOSED CREDIT LINE
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small

Maximum Credit Limit :	USD 4600000
Status :	Moderate
Payment Behaviour :	Slow
Litigation :	Clear
Comments :	Subject is a subsidiary of Tecumseh Products Company USA. It is an established company having moderate track. There appears some accumulated losses recorded by the company. Profitability of the company is under pressure. However, trade relations are reported as fair. Business is active. Payments are reported to be slow. The company can be considered for business dealings with some cautions.

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/ Factory 1 :	Balanagar Township, Hyderabad - 500 037, Andhra Pradesh, India
Tel. No.:	91-40-23078103-105 - 109 / 23720837 /23720034 / 30116906
Fax No.:	91-40-23076472 / 23078945 / 23076923 / 23075854
E-Mail :	vivekanand.tadimeti@tecumseh.com tpchakrapani@tecumsehindia.com legal@tecumsehindia.com rajivsawhnet@tecumsehindia.com secretarial@tecumseh.com
Website :	http://www.tecumsehindia.com
Factory 2 :	Balanagar Township, Hyderabad-500037, Andhra Pradesh, India.
Tel No :	91-40-23078103/109
Fax :	91-40-23078945
Factory 3 :	38 KM Stone, Delhi-Mathura Road, Ballshgarh, Ballabhgarh-121004, Haryana, India
Tel No :	91-129-2307216-22
Fax :	91-129-2307221
Corporate Marketing Office :	205-208 (2nd Floor), Tribhuvan Complex, Ishwar Nagar, Opposite New Friends Colony, Mathura Road, New Delhi – 110 065, India
Tel. No.:	91-11- 26921923, 26921924, 26921925
Fax No.:	91-11-26921781
Regional Sales Offices :	Located at · Ahmedabad · Bangalore · Chandigarh · Chennai · Delhi · Ghaziabad · Hyderabad · Indore · Kolkata · Mumbai · Pune · Silvassa
Branch Office :	41, Amul Estate, Near Sanand - Sarkhej Railway Crossing, Opposite Mariyam Masjid, Sarkhej, Ahmedabad – 382210, Gujarat, India
Tel. No.:	91-79-26823458
Fax No.:	91-79-26823423
Depots :	Located at · Faridabad · Indore · Chandigarh · Bhubaneswar · Silvassa · Pune

DIRECTORS

AS ON: 28.09.2011

Name :

Mr. John James Connor

Designation :

Director

Address :

462 Cumberland CT, Malford, Michigan – 483813395, USA

Date of Birth/Age :

26.11.1951

Date of Appointment :

29.01.2010

DIN No.:

03110613

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	U31109AP1997PTC035316	TECUMSEH PRODUCTS INDIA PRIVATE LIMITED	Director	30/09/2010	29/01/2010	Active	NO

Name :

Mr. Mracek Ralph Paul

Designation :

Director

Address :

17 Harding Street, Victoria – 3190, Australia

Date of Birth/Age :

22.01.1957

Date of Appointment :

08.06.2010

DIN No.:

03116471

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	U31109AP1997PTC035316	TECUMSEH PRODUCTS INDIA PRIVATE LIMITED	Director	30/09/2010	8/6/2010	Active	NO

Name :

Mr. Raghavan Ravi

Designation :

Managing Director

Address :

6-3-900 10 Flat NOA 1 B Cosmopoltan Somajiguda, Hyderabad – 500082, Andhra Pradesh, India

Date of Birth/Age :

04.01.1964

Date of Appointment :

01.01.2009

DIN No.:

02501588

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	U31109AP1997PTC035316	TECUMSEH PRODUCTS INDIA PRIVATE LIMITED	Director	26/09/2009	1/1/2009	Active	NO

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON: 28.09.2011

Names of Shareholders (Equity Shares)	No. of Shares
Tecumseh Europe Asia, France	12018606
Tecumseh Europe S.A., France	1
Total	12018607

Names of Shareholders (Preference Shares)	No. of Shares
Tecumseh Europe Asia, France	6831817

AS ON : 28.09.2011

Equity share breakup	Percentage
Category
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 :

Manufacturer of Refrigerators and other Hermetically Sealed Compressors

Products :

Item Code (ITC Code)	Product Description
84143000	Compressors used in refrigeration equipment
84148001	Hermetically sealed compressors

· Refrigerator Compressors

· Commercial Refrigeration Compressors

· Air-Conditioning Compressors

· Commercial Air-Conditioning Compressors

· Condensing Units

PRODUCTION STATUS (AS ON 31.03.2011)

Particulars	Unit	Installed Capacity	Actual Production
Hermetically sealed compressors	Nos	4435294	2989162

GENERAL INFORMATION

No. of Employees :

Not Available

Bankers :

Ø Canara Bank

Ø State Bank of Hyderabad

Ø HDFC Bank

Ø ICICI Bank

Ø Allahabad Bank,

Industrial Finance Branch, #6-3-850/3, 1st Floor, Ameerpet Main Road, Hyderabad – 500016 Andhra Pradesh, India

Ø Standard Chartered Bank

6-3-1090, Raj Bhavan Road, Somajiguda, Hyderabad – 500082, Andhra Pradesh, India

Ø State Bank of India,

Corporate Accounts Group, Jawahar vyapar Bhawan, 11^th and 12^th Floor, 1 Tolstoy Marg, New Delhi – 110001, India

Facilities :

Secured Loans	31.03.2011	31.03.2010
	(Rs. In Millions)
Working Capital Loans Banks Secured	681.975	346.734
Total	681.975	346.734
Unsecured Loans	31.03.2011	31.03.2010
	(Rs. In Millions)
Rupee term loans banks unsecured	0.000	116.726
Rupee term loans others unsecured	258.938	582.698
Interest accrued due others debt unsecured	0.000	86.280
Total	258.938	785.704

Banking Relations :	--
Auditors :
Name :	Walker Chandiok and Company Chartered Accountant
Address :	L 41, Connaught Circus, New Delhi-110001, Delhi, India.
Pan No.:	AAAFW4298E
Holding Company :	Tecumseh Products Company, USA
Fellow Subsidiaries :	· Tecumseh Euro, Malaysia · Tecumseh Do Brazil Limited, Brazil · Tecumseh France S.A · Tecumseh Europe S.A · Vitrus Inc., USA (till June 2009) · Tecumseh Products Company of Canada Limited · Tecumseh Europe Asia · Tecumseh Compressor (Guangzhou) Company Limited · Tecumseh Products Company Hong Kong Limited · Tecumseh Mexico

CAPITAL STRUCTURE

AS ON 31.03.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
22500000	Equity Share	Rs.100/- Each	Rs.2250.000 Millions
7500000	Preference Shares	Rs.100/- Each	Rs.750.000 Millions
	Total		Rs.3000.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
12018607	Equity Share	Rs.100/- Each	Rs.1201.860 Millions
6831817	Preference Shares	Rs.100/- Each	Rs.683.181 Millions
	Total		Rs.1885.042 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		1885.042	1201.860	2201.860
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		362.393	362.393	362.394
4] (Accumulated Losses)		(1096.578)	(771.894)	(1675.400)
NETWORTH		1150.857	792.359	888.854
LOAN FUNDS
1] Secured Loans		681.975	346.734	355.556
2] Unsecured Loans		258.938	785.704	912.079
TOTAL BORROWING		940.913	1132.438	1267.635
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		2091.770	1924.797	2156.489
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		1346.211	1469.760	1642.161
Capital work-in-progress		94.710	52.017	19.589
INVESTMENT		0.000	0.000	0.000
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	1263.147	879.363	858.573
	Sundry Debtors	530.302	766.729	513.846
	Cash & Bank Balances	43.374	28.128	42.320
	Other Current Assets	28.644	0.000	44.539
	Loans & Advances	784.251	506.611	651.451
Total Current Assets		2649.718	2180.831	2110.729
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	1700.166	1441.301	1165.727
	Other Current Liabilities	72.311	134.779	303.688
	Provisions	226.392	201.731	146.575
Total Current Liabilities		1998.869	1777.811	1615.990
Net Current Assets		650.849	403.020	494.739
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		2091.770	1924.797	2156.489

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		Income	6408.400	4822.764	4127.203
		Other Income	410.000	369.837	483.785
		TOTAL (A)	6818.400	5192.601	4610.988
Less	EXPENSES
		Materials Consumed		3728.445	3139.403
		Decrease / (increase) in stocks		16.717	(77.792)
		Employee Costs	6800.700	580.398	755.874
		Manufacturing, administrative and Selling expenses		652.830	970.923
		TOTAL (B)	6800.700	4978.390	4788.408
Less	PROFIT/(LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		17.700	214.211	(177.420)
Less	FINANCIAL EXPENSES (D)		174.200	132.758	139.035
	PROFIT/(LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		(156.500)	81.453	(316.455)
Less/ Add	DEPRECIATION/ AMORTISATION (F)		168.200	177.947	190.472
	PROFIT/(LOSS) BEFORE TAX (E-F) (G)		(324.700)	(96.494)	(506.927)
Less	TAX (H)		0.000	0.000	2.390
	PROFIT/(LOSS) AFTER TAX (G-H) (I)		(324.700)	(96.494)	(509.317)
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		(771.894)	(1675.400)	(1111.509)
	BALANCE CARRIED TO THE B/S		NA	(771.894)	(1675.400)
	EARNINGS IN FOREIGN CURRENCY
		FOB Value of exports	2930.914	1688.575	2181.135
		Service and Other Income	9.877	7.271	35.252
	TOTAL EARNINGS		2940.791	1695.846	2216.387
	IMPORTS
		Finished Goods and Accessories	4.674	7.945	14.636
		Raw Material	929.336	575.071	402.303
		Capital Goods	13.927	15.610	41.318
	TOTAL IMPORTS		947.937	598.626	458.257
	Earnings/Loss Per Share (Rs.)		(27.01)	(8.03)	(23.13)

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	(4.76)	(1.85)	(11.04)
Net Profit Margin (PBT/Sales)	(%)	(5.06)	(2.00)	(12.28)
Return on Total Assets (PBT/Total Assets}	(%)	(8.12)	(2.64)	(13.50)
Return on Investment (ROI) (PBT/Networth)		(0.28)	(0.12)	(0.57)
Debt Equity Ratio (Total Liability/Networth)		2.55	3.67	3.24
Current Ratio (Current Asset/Current Liability)		1.32	1.22	1.30

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 three years	Yes
12) Profitability for last three years	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	--
23) Banking Details	Yes
24) Banking facility details	Yes
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

COMPANY OVERVIEW

Subject was incorporated in 1997 is engaged in manufacturing, trading and sale of compressors used in room air-conditioners and refrigerators. The Company also provides engineering design services using information technology. The Company is a wholly owned subsidiary of Tecumseh Products Company (TPC), USA with manufacturing facilities located in Hyderabad, Andhra Pradesh and Ballabhgarh, Haryana, India.

FINANCIAL PERFORMANCE:

The company has recorded an impressive growth during the year 2010-11 as compared to the year 2009-10. The company has achieved the Gross sales of Rs.6679.200 millions compared to 5100.700 millions in the previous period. The total foreign exchange earnings from exports of goods and services during the year were Rs.2940.800 millions compared to Rs.1695.800 millions during 2009-10.

Capital Restructuring the Company has completed the financial restructuring with the objective of making the financial statements of the company cleaner of the past history and for the better reflection of the Company's current and future financial performance. In this regard, the company has proposed and the Honorable High court of Andhra Pradesh approved for reduction of Rs.1000.000 millions Paid-up capital of the Company against the accumulated losses under Section 101 of the Companies Act, 1956. Accordingly, the Paid Up share capital of the company has been reduced from Rs.2201.800 millions to Rs.1201.800 millions. Moreover, the Reserve Bank of India has approved the conversion of External Commercial Borrowings (ECB) of the Company amounting to USD 13.00 Million along with interest accrued thereon upto 18th May, 2010 into 0% Redeemable Non convertible Preferential Shares of Rs.100/- each. Based on approval from Reserve Bank of India, the Board of Directors of the company at their Meeting held on 8th June, 2010 has allotted 68,31,817 0% Redeemable Non Convertible Preferential Shares of Rs.100/- each.

TRANSFERS OF OWNERSHIP:

The Parent Company, Tecumseh Products Company (TPC), has transferred 99.99% of its holding in the company to Tecumseh Europe Asia on 20-07-2011 and rest are held by Tecumseh Europe S.A and due to which there is change in the ownership of the company. By the change in control the company has become wholly owned subsidiary of Tecumseh Europe Asia.

FORM: 8

Corporate identity number of the company	U31109AP2000PTC035316
Name of the company	TECUMSEH PRODUCTS INDIA PRIVATE LIMITED
Address of the registered office or of the principal place of business in India of the company	Balanagar Township, Hyderabad - 500 037, Andhra Pradesh, India
This form is for	Modification of charge
Type of charge	Immovable property Any interest in immovable property Book debts Movable property (not being pledge) Floating charge
Particular of charge holder	Allahabad Bank, Industrial Finance Branch, #6-3-850/3, 1st Floor, Ameerpet Main Road, Hyderabad – 500016 Andhra Pradesh, India
Nature of instrument creating charge	(a) First pari-passu equitable mortgage charge on Land to the extent of 15.62 Acres(approx) after release of 5.23 Acres (attached as MOE_SBI-second schedule relating to Properties-Property-A and D), (b) Memorandum of Deposit for extension of charge on Balanagar Property (Form C-9,dated August 24, 2011) for working capital of other Lender where the initial charge by way of Mortgage by deposit of title deeds in favour of SBI, Corporate Accounts Group, New Delhi.
Date of instrument Creating the charge	24/08/2011
Amount secured by the charge	Rs. 1062.500 millions
Brief of the principal terms an conditions and extent and operation of the charge	Rate of interest Interest will be charged by the Consortium Bankers (Allahabad Bank, State Bank of Hyderabad, State Bank of India) at such rates or rates as may be determined from time to time. Terms of repayment As per the individual sanction letters of the consortium banks: Allahabad Bank, State Bank of Hyderabad and State Bank of India. Margin As per the individual sanction letters of the consortium banks: Allahabad Bank, State Bank of Hyderabad and State Bank of India. Extent and operation of the charge Purpose-To finance the working capital requirements of the company for aggregating facility of Rs. 1062.500 millions covering both fund and non-fund based facilities. Security-the first charge over entire stocks, book debts and all other current assets of the company both present and future ranking pari-passu with other working capital consortium members. Other The Company should create equitable first mortgage on the land and buildings, plant and machinery and hypothecation of entire fixed assets of the company Ballabgarh unit on pari-passu with other consortium lenders: (1) Allahabad Bank (Lead Bank) -6-3-850/3,1st Floor, Ameerpet, Hyderabad-500016,(2) SBH, IDPL Colony, Balanagar Township, Hyderabad-500037 and 93) SBI, Corporate Accounts Group Branch, Jawahar Vyapar Bhawan, 11th and 12th Floor,1, Tolstoy Marg, New Delhi-100001.
Short particulars of the property charged (Including location of the property)	By way of deposit of title deeds of the company and creating first charge on both movable and immovable properties of the company situated at Ballabgarh plant only. (Details of properties hypothecated Are as per schedules to the joint working capital consortium agreements). The present charge is modified to the extent by introducing State Bank of India into consortium and creating equitable mortgage on Land and Buildings, Plant and Machinery and hypothecation of entire fixed Assets of the company Ballabgarh unit on pari-passu basis with other consortium Banks and vacating the earlier first pari-passu charge created on entire fixed assets of the company Balanagar Unit.
Date of instrument modifying the charge	11/04/2008
Particulars of the present modification	(a) First pari-passu equitable mortgage on 15.62 Acres of Land along with Buildings, Plant and Machinery, movable assets of Ballabgarh unit, (b) Second charge on Land along with Building, Plant and Machinery, Movable assets of Balangar Unit

CONTINGENT LIABILITIES

Particulars	31.03.2011 (Rs. In Millions )
In respect of demands pending disposal of appeals
- Excise duty	0.148
- Sales tax	0.038
- Income tax authorities	0.016
- Claims against company not acknowledged as debts	0.009

NOTE:

Out of the total contingent liability, the Company, as part of the arrangement with M/s. Mawana Sugars Limited (formerly known as SIEL Limited), has obtained a bank guarantee for an amount of 78,184, in respect of demands raised on SIEL Ltd pertaining to pre acquisition period.

FIXED ASSETS:

· Land

· Building

· Plant and Machinery

· Furniture, Fixture and Other Equipments

· Office Equipments

· Computers

· Software

· Motor Vehicles

AS PER WEB DETAILS:

Profile:

Since acquisition, TPC has invested about US$ 85 million into its facilities in India for capacity and quality infrastructure improvement.

India's No 1

Today TPIPL is the largest independent manufacturer of both Air Conditioner and Refrigerator compressors in India.

Testimonials to Excellence

The superior products and services offered by TPIPL have made it the first choice of leading multinational brands in the Air Conditioning and Refrigeration business in India. TPIPL has also begun exports to Middle East, U.S.A, Pakistan, Bangladesh, Nepal, Sri Lanka and other countries.

Just the Right Compressor

Covering the entire gamut of cooling needs, Tecumseh's range of compressors is widely used in Air Conditioners, Refrigerators, and Commercial Refrigeration Applications.

Ballabgarh Facility:

Compressors for Refrigeration Appliances come from our most advanced, ozone-friendly plant at Ballabgarh, Haryana.

This totally integrated manufacturing facility has a production capacity of 1.5 Million units per annum. Built to international standards, this first-of-its-kind plant manufactures a world-class range of compressors. This facility is ISO 9001 certified by Underwriters Laboratories Inc.(UL).

Hyderabad Facility:

This is the first compressor manufacturing facility in India. Built on 55 acres of land, the manufacturing facility at Hyderabad, Andhra Pradesh caters to Air-conditioning and Commercial Refrigeration Applications. The facility is both ISO 9001 and 14001 certified.

One of the four global Technology Development Centers (TDC) of TPC is located in this facility. The in-house Application Engineering Testing facility is well equipped to optimize and ensure performance improvement of the appliance.

SERVICES

Engineering Services (CADEM)

The Center started in 2001 as a hub for Tecumseh's global design needs. Today CADEM Center undertakes outsourced CAD/CAE work from companies in automobile, aeronautical and many other verticals. This ISO 9001 Certified engineering center is situated in the 54 acre, secure and environment friendly site of Tecumseh, Hyderabad. Their 65 years of engineering expertise helps us to understand the needs better.

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.57.07
UK Pound	1	Rs.71.40
Euro	1	Rs.88.95

INFORMATION DETAILS

Report Prepared by :

KVT

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	4
PAID-UP CAPITAL	1~10	4
OPERATING SCALE	1~10	3
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	3
--PROFITABILIRY	1~10	2
--LIQUIDITY	1~10	3
--LEVERAGE	1~10	3
--RESERVES	1~10	3
--CREDIT LINES	1~10	2
--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	YES
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		27

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.