MIRA INFORM REPORT

Report Date :

05.03.2012

IDENTIFICATION DETAILS

Name :	VISTEON TECHNICAL AND SERVICES CENTRE PRIVATE LIMITED
Registered Office :	Keelakarana Village, Malrosapuram Post, Chengalpattu – 603204, Tamilnadu
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	10.07.2006
Com. Reg. No.:	18-060495
Capital Investment / Paid-up Capital :	Rs.306.329 Millions
TAN No.: [Tax Deduction & Collection Account No.]	CHEV07991E
PAN No.: [Permanent Account No.]	AACCV3261H
Legal Form :	Private Limited Liability Company.
Line of Business :	Suppliers of automotive components.
No. of Employees :	Not available

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 3500000
Status :	Satisfactory
Payment Behaviour :	Usually correct
Litigation :	Clear
Comments :	Subject is an established company having satisfactory track. The company has been successful in wiping off the accumulated losses of previous years. 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 dealing 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 :	Keelakarana Village, Malrosapuram Post, Chengalpattu – 603204, Tamilnadu, India.
Tel. No.:	91-44-27416902
Fax No.:	91-44-27463868 / 66177347
E-Mail :	dpantnaik@visteon.com lsegar@visteon.com kbcresum@visteon.com
Corporate Office:	Olympia Tech Park, Fortius Building, Guindy, Chennai-600032, Tamilnadu, India

DIRECTORS

As on 29.09.2010

Name :	Mr. Ananthakrishanan Viswanathan
Designation :	Managing director
Address :	Flat 10, Block II, ‘Ananya Ashok‘, No. 5, Warren road, Mylapore, Chennai – 600004, Tamilnadu, India
Date of Birth/Age :	04.10.1962
Date of Appointment :	10.07.2006
DIN No.:	00468295

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	U35911TN1997PTC037782	VISTEON AUTOMOTIVE SYSTEMS INDIA PRIVATE LIMITED	Managing director	15-04-06	15-04-06	-	Active	NO
2	U35911TN1997PTC037783	COMSTAR AUTOMOTIVE TECHNOLOGIES PRIVATE LIMITED	Managing director	15-04-06	15-04-06	31-08-07	Active	NO
3	U34300DL1991PLC046656	VISTEON CLIMATE SYSTEMS INDIA LIMITED	Alternate director	11-03-11	12-06-06	-	Active	NO
4	U35990TN2006PTC060495	VISTEON TECHNICAL AND SERVICES CENTRE PRIVATE LIMITED	Managing director	21-03-07	12-07-06	-	Active	NO
5	U99999DL1959PLC176013	AUTOMOTIVE COMPONENT MANUFACTURERS ASSOCIATION OF INDIA	Director	06-09-07	06-09-07	27-08-10	Active	NO
6	U29299PN2005PTC020907	VISTEON ENGINEERING CENTER (INDIA) PRIVATE LIMITED	Alternate director	20-03-11	15-02-10	-	Active	NO
7	U31902PN2005PTC020905	VISTEON AUTOMOTIVE (INDIA) PRIVATE LIMITED	Alternate director	19-02-10	19-02-10	-	Active	NO

Name :	Mr. Balsubramaniam Swaminathan
Designation :	Director, Alternate Director
Address :	Flat No. 7, Kaveri Apartments, Z-185, Anna Nagar, Chennai-6000040, Tamilnadu, India
Date of Birth/Age :	03.03.1963
Date of Appointment :	28.09.2007
DIN No.:	01267383

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	U35911TN1997PTC037783	COMSTAR AUTOMOTIVE TECHNOLOGIES PRIVATE LIMITED	Alternate director	26-12-06	26-12-06	31-08-07	Active	NO
2	U35911TN1997PTC037782	VISTEON AUTOMOTIVE SYSTEMS INDIA PRIVATE LIMITED	Alternate director	01-09-09	26-12-06	-	Active	NO
3	U35990TN2006PTC060495	VISTEON TECHNICAL AND SERVICES CENTRE PRIVATE LIMITED	Alternate director	28-09-07	28-09-07	-	Active	NO

Name :	Mr. Michael Joseph Widgren
Designation :	Additional Director
Address :	1200 S Renaud RD Grosse Points Woods, Michigan-48236, USA
Date of Birth/Age :	16.04.1968
Date of Appointment :	27.06.2008
DIN No.:	02689848

Name :	Mr. Robert Ian Swanston
Designation :	Director
Address :	32 Birch Lane Stock, Ingatestone, United Kingdom, CM49NA
Date of Birth/Age :	25.01.1961
Date of Appointment :	27.06.2008
DIN No.:	02805688

Name :	Mr. Daniel Alan Linder
Designation :	Additional Director
Address :	1-30, Forest Manor, No. 588 Jin Feng Road, Hua Cao Town, Shanghai-201107
Date of Birth/Age :	18.06.1964
Date of Appointment :	27.07.2010
DIN No.:	02023442

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	U29299PN2005PTC020907	Visteon Engineering Center (India) Private Limited	Director	18-09-08	03-03-08	-	Active	NO
2	U31902PN2005PTC020905	VISTEON AUTOMOTIVE (INDIA) PRIVATE LIMITED	Additional director	03-03-08	03-03-08	-	Active	NO
3	U35911TN1997PTC037782	VISTEON AUTOMOTIVE SYSTEMS INDIA PRIVATE LIMITED	Alternate director	01-09-09	01-09-09	-	Active	NO
4	U35990TN2006PTC060495	VISTEON TECHNICAL AND SERVICES CENTRE PRIVATE LIMITED	Director	29-09-10	27-07-10	-	Active	NO

Name :	Mr. Krishnaswamy Jumbunathan
Designation :	Alternate director
Address :	Flat “G”, Padmakrishna Apartments, No. 41, Ramaswamy Salai, K. K. Nagar, Chennai – 600078, Tamilnadu, idnai
Date of Birth/Age :	08.01.1967
Date of Appointment :	10.07.2006
Date of Cessation :	31.05.2011
DIN No.:	02681850

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	U35990TN2006PTC060495	VISTEON TECHNICAL AND SERVICES CENTRE PRIVATE LIMITED	Alternate director	26-12-06	26-12-06	31-05-11	Active	NO

Name :	Mr. Murali Vaidyanathan
Designation :	Alternate Director
Address :	A-207, Manosarovar 19, III, Seaward Road, Valmiki Nagar, Chennai 600041, Tamilnadu, India
Date of Birth/Age :	10.26.1963
Date of Appointment :	27.07.2010

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 29.09.2010

Names of Shareholders	No. of Shares
Visteon International Holdings Inc., USA	28116881
Visteon Asia Holdings Inc., USA	2484135
TATA Autocomp Systems Limited, India	31978
Total	30632994

As on 29.09.2010

Equity Share Break up (Percentage of Total Equity)

Category	Percentage of Holding
Foreign holdings [Foreign institutional investors, Foreign Companies, Foreign Financial Institutions, Non-resident Indian or Overseas corporate bodies or others]	99.90
Bodies Corporate (not mentioned above)	0.10
Total	100.00

BUSINESS DETAILS

Line of Business :

Suppliers of automotive components.

GENERAL INFORMATION

No. of Employees :	Not available
Bankers :	Not Available

Facilities :

(Rs. In Millions )

Secured Loans	31.03.2011	31.03.2010
Working Capital Loans Banks Secured	391.395	474.369
Interest Accrued Due Other Debt Secured	3.808	3.372
Total	395.203	477.741

Banking Relations :

--

Auditors :

Name :

Lovelock and Lewis

Chartered Accountant

Address :

PWC Centre, 22 Khader Nawaz Khan Road, Nungambakam, Chennai-600006, Tamilnadu, India

PAN No.:

AABPL5878L

Holding Company:

· VIHI LLC ( Formerly Visteon International Holdings Inc., USA )

Ultimate Holding Company:

· Visteon Corporation, USA (VC)

Fellow Subsidiaries :

· Visteon Asia Pacific Inc.(VAPI)

· Visteon Philippines (VP)

· Visteon Thailand Limited (VT)

· Yanfeng Visteon Automotive System Electronics Co Ltd (Yanfeng)

· Visteon Japan Limited (VJL)

· Visteon Engineering Services Center, UK

· Visteon Electronics Korea Limited

· Visteon Autopal SRO (VAP)

· Visteon Innovation and Technology GmbH

· Visteon Systems Interieurs sas

· Carplastic. S.A. DE C.V.

· Visteon TYC- China

· Visteon Climate Systems India Limited (CSIL)

· Visteon Automotive Systems India Private Limited (VASI)

· Visteon Automotive India Private Limited (VAIP)

· Visteon Engineering Center (India) Private Limited

Associates :

· Chongqing Xugang Electronics Company Limited

CAPITAL STRUCTURE

As on 31.03.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
35000000	Equity Shares	Rs.10/- each	Rs.350.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
30632994	Equity Shares	Rs.10/- each	Rs.306.329 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		306.330	306.330	290.021
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		563.857	542.328	277.585
4] (Accumulated Losses)		0.000	(43.523)	0.000
NETWORTH		870.186	805.135	567.606
LOAN FUNDS
1] Secured Loans		395.203	477.741	0.000
2] Unsecured Loans		0.000	0.000	0.000
TOTAL BORROWING		395.203	477.741	0.000
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		1265.390	1282.876	567.606
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		539.724	516.088	86.885
Capital work-in-progress		92.456	8.670	0.000
INVESTMENT		49.688	49.152	0.000
DEFERREX TAX ASSETS		150.520	156.385	0.989
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	201.937	122.972	0.000
	Sundry Debtors	430.179	386.064	279.101
	Cash & Bank Balances	176.981	336.796	313.003
	Other Current Assets	0.266	0.382	0.269
	Loans & Advances	350.478	355.724	55.532
Total Current Assets		1159.841	1201.938	647.905
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	404.996	386.235	32.219
	Other Current Liabilities	291.473	239.999	92.561
	Provisions	30.370	23.123	43.393
Total Current Liabilities		726.839	649.357	168.173
Net Current Assets		433.002	552.581	479.732
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		1265.390	1282.876	567.606

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		Income	1867.500	1632.790	1019.490
		Other Income	89.260	22.010	71.850
		TOTAL (A)	1956.760	1654.800	1091.340
Less	EXPENSES
		Office Expenses
		Administrative Expenses	1699.530	1478.660	750.120
		Advertising Expenses
		TOTAL (B)	1699.530	1478.660	750.120
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		257.230	176.140	341.220
Less	FINANCIAL EXPENSES (D)		55.360	29.900	0.000
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		201.870	146.240	341.220
Less/ Add	DEPRECIATION/ AMORTISATION (F)		97.360	69.590	73.590
	PROFIT BEFORE TAX (E-F) (G)		104.510	76.650	267.630
Less	TAX (H)		39.460	(145.330)	94.380
	PROFIT AFTER TAX (G-H) (I)		65.050	221.980	173.250
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		(74.310)	246.790	73.540
	BALANCE CARRIED TO THE B/S		(9.260)	478.840	246.792
	EARNINGS IN FOREIGN CURRENCY
		Export Earnings	1166.290	1037.640	70.115
	TOTAL EARNINGS		1166.290	1037.640	70.115
	Earnings Per Share (Rs.)		2.12	7.24	5.97

KEY RATIOS

PARTICULARS		31.03.02011	31.03.2010	31.03.2009
PAT / Total Income	(%)	3.32	13.41	15.88
Net Profit Margin (PBT/Sales)	(%)	5.60	4.69	26.25
Return on Total Assets (PBT/Total Assets}	(%)	6.15	4.46	36.42
Return on Investment (ROI) (PBT/Networth)		0.12	0.09	0.47
Debt Equity Ratio (Total Liability/Networth)		1.29	1.39	0.30
Current Ratio (Current Asset/Current Liability)		1.60	1.85	3.85

LOCAL AGENCY FURTHER INFORMATION

RESULT OF OPERATIONS:

TECHNICAL CENTRE OPERATIONS

The Technical and Shared Services Centre at Chennai had a year over year growth of 15% During the year, the Turnover for Chennai division was increased to Rs.1206.86 Million from Rs.1057.06 Million. The focus area on software for the year has been on high end graphics rendering for Multi-functional displays and Instrument Clusters, enhancing the capabilty on connectivity solutions and strengthening the product testing via automation. Several Innovation projects were identified and are being developed targeting the needs of the market. This centre actively participated in the technology shows that show cased the C- Beyond and the Growth Market Vehicles. The need to develop a Instrument Cluster platform for the two wheeler was identified and the development is under progress.

The shared services centre has continued to grow in IT Application support and also added ERP launch support for facilities. Created QAD excellence centre to support launch and post launch activities. Accounts payable support was launched for VASI Chennai and Pune Plants. Globally processing was transitioned to this centre. The team has supported Visteon suppliers during crisis. As part of continuous growth added Quality and Organizational capability team to support other function in project management and driving continuous improvement

The organisation was focussed on cost save options and effective utilisation of resources in line with business demand.

MANUFACTURING OPERATIONS

The turnover for the year includes Rs. 415.620 Millions for Component sale of Lighting Systems and Rs. 161.470 Millions for sale of Tooling for Lighting Systems to OEM. During the year the Company completed development of Lighting Systems for Tata Motors Manza Program, World Truck Program, General Motors Beat Program, Volkswagens Polo Program and started development of Lighting system for new vehicles of Mahindra and Mahindra and Tata Motors. The Company is in discussion for additional business from its current customers as well as other OEMs. Considering the scheduled launches of Customer Programs, the Company is looking forward to higher growth rate which would significantly improve financials of the Company for the financial year 2010-11 and subsequent years.

CONTINGENT LIABILITY (AS ON 31.03.2011):

(a) Claims against the company not acknowledged as debts amounting to Rs.33.599 Millions in respect of Income tax. (Previous year - Rs. Nil)

(b) The Company has provided a Bank Guarantee of Rs.3.000 Millions to Customs authorities towards provisional assessments of Import of goods under concessional rate of duties.

(c) The company is in the process of issuing corporate guarantee as agreed with Indian Bank, for Rs.22.800 Millions towards the portion of borrowing outstanding from Visteon Automotive India Private Limited to Indian Bank.

FIXED ASSETS:

Tangible Assets:

• Computer
• Furniture and Fittings
• Office Equipments
• Vehicles

Intangible Assets:

• Computer Software

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. 49.35
UK Pound	1	Rs. 78.68
Euro	1	Rs. 65.63

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
PAID-UP CAPITAL	1~10	6
OPERATING SCALE	1~10	6
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	6
--PROFITABILIRY	1~10	4
--LIQUIDITY	1~10	5
--LEVERAGE	1~10	5
--RESERVES	1~10	4
--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	YES
--AFFILIATION	YES/NO	NO
--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.