MIRA INFORM REPORT

Report Date :

02.05.2012

IDENTIFICATION DETAILS

Name :	DANBLOCK BRAKES INDIA PRIVATE LIMITED

Registered Office :	110, 1^st Floor, Rishab Corporate Tower, 16, Community Centre, Karkarduma, Delhi -110092

Country :	India

Financials (as on) :	31.03.2011

Date of Incorporation :	30.07.2007

Com. Reg. No.:	55-166422

Capital Investment / Paid-up Capital :	Rs.564.571 Millions

CIN No.: [Company Identification No.]	U51504DL2007PTC166422

TAN No.: [Tax Deduction & Collection Account No.]	DELD10024A

PAN No.: [Permanent Account No.]	AACCD6739N

Legal Form :	Private Limited Liability Company

Line of Business :	Manufacturer and Exporter of Brake Pads for cars and commercial vehicles.

No. of Employees :	320 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

B (30)

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

Maximum Credit Limit :	USD 2100000

Status :	Moderate

Payment Behaviour :	Slow but correct

Litigation :	Clear

Comments :	Subject is a subsidiary of Mat Holding Inc of USA engaged in manufacturing of disk brake pads. It is an established company having moderate track. There appears some accumulated losses recorded by the company. However, trade relations are fair. Business is active. Payments are reported to be slow but correct. 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

Risk Category	ECGC Classification
Insignificant	A1
Low	A2
Moderate	B1
High	B2
Very High	C1
Restricted	C2
Off-credit	D

LOCATIONS

Registered Office :	110, 1^st Floor, Rishab Corporate Tower, 16, Community Centre, Karkarduma, Delhi -110092, India
Tel. No.:	91-11-22376291
Fax No.:	91-11-22376291
E-Mail :	abi@danblockbrakesinindia.com vinod.duhoon@matholdingsinc.com dbi@danblockbrakesindia.com rbbform8@hdfcbank.com pkjain@roulundsbraking.com
Website :	http://www.danblockbrakesindia.com
Location :	Rented

Factory :	Village Joshi Chohan P.O. Bahalgarh, Gt Road, Sonepat - 131021, Haryana, India
Tel. No.:	91-130-3059057 / 58
Fax No.:	91-130-3059059
Location :	Owned

DIRECTORS

As on 14.09.2011

Name :

Mr. Vasu Saksena

Designation :

Director

Address :

701, Highland Apartments, 8, Vasundhra Enclave, Delhi-110096, India

Date of Birth/Age :

26.10.1959

Date of Appointment :

19.04.2010

DIN No :

03056364

Name :

Mr. Christpher Watson

Designation :

Director

Address :

2514, Saddleridger Road, Pulaski - 24301, USA

Date of Birth/Age :

10.08.1962

Date of Appointment :

18.08.2007

DIN No :

01191277

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	U25191DL1997PTC086779	ROULUNDS BRAKING INDIA PRIVATE LIMITED	Director	26/10/2006	26/10/2006	-	Active	NO
2	U34300DL2006PTC146923	ALLIANCE FRICTION TECHNOLOGY PRIVATE LIMITED	Director	26/10/2006	26/10/2006	-	Active	NO
3	U51504DL2007PTC166422	DANBLOCK BRAKES INDIA PRIVATE LIMITED	Director	30/09/2008	18/08/2007	-	Active	NO
4	U74140DL2009FTC193291	MAT INDIA TRADING COMPANY PRIVATE LIMITED	Director	18/08/2009	18/08/2009	-	Active	NO
5	U34300DL2011FTC213212	MAT BRAKES INDIA PRIVATE LIMITED	Director	1/2/2011	1/2/2011	-	Active	NO

Name :

Mr. George Michael Ruhl

Designation :

Director

Address :

7, Rutgers Courts, Hawthron Woods, Illinois - 60047, USA

Date of Birth/Age :

06.06.1955

Date of Appointment :

30.07.2007

DIN No :

01418887

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	U34300DL2006PTC146923	ALLIANCE FRICTION TECHNOLOGY PRIVATE LIMITED	Director	11/5/2007	11/5/2007	-	Active	NO
2	U51504DL2007PTC166422	DANBLOCK BRAKES INDIA PRIVATE LIMITED	Director	30/07/2007	30/07/2007	-	Active	NO
3	U29253DL2007PTC167549	AFFINIA INDIA PRIVATE LIMITED	Director	30/08/2007	30/08/2007	1/2/2008	Active	NO
4	U25191DL1997PTC086779	ROULUNDS BRAKING INDIA PRIVATE LIMITED	Director	11/9/2010	18/02/2010	-	Active	NO

KEY EXECUTIVES

Name :	Mr. Sumit Kumar
Designation :	Secretary
Address :	65 – B, LIG Flats, Rampura, Near Lawrence Road, New Delhi – 110035, India
Date of Birth/Age :	05.10.1984
Date of Appointment :	03.01.2009
PAN NO.:	AFQPC8630R

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 14.09.2011

Names of Shareholders		No. of Shares
Mat Holdings Inc., USA		5640710
GRI Engineering and Development LLC., USA		5000
Total		5645710

As on 14.09.2011

Equity Share Break up (Percentage of Total Equity)

Category	Percentage
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 and Exporter of Brake Pads for cars and commercial vehicles.

Products :

Product Description	ITC Code
Disk Brake Pads	6813

PRODUCTION STATUS (As on 31.03.2011)

Particulars	Unit	Installed Capacity	Actual Production
Disk Brake Pads	Sets	9600000	6586988

Note:

Installed Capacity is as certified by the management and relied upon by the auditors, being a technical matter.

GENERAL INFORMATION

No. of Employees :

320 (Approximately)

Bankers :

HDFC Bank Limited, HDFC Bank House, Senapati Bapat Marg, Lower Parel (west), Mumbai -400013, Maharashtra, India

Yes Bank Limited, 9^th Floor, Nehru Center, Discovery of India, Dr. Annie bezant Road, Worli, Mumbai – 400018, Maharashtra, India

Facilities :

(Rs. In Millions)

Secured Loan	As on 31.03.2011	As on 31.03.2010
Rupee term loans banks secured	118.189	0.000
Working capital loans banks secured	63.427	64.038
Interest accrued due other debt secured	0.615	0.041
Total	182.231	64.079

Unsecured Loan	As on 31.03.2011	As on 31.03.2010
Other external commercial borrowings unsecured	213.382	183.360
Working capital loans banks unsecured	438.104	298.006
Interest accrued due other debt unsecured	0.060	0.000
Total	651.546	481.366


Banking Relations :	--

Auditors :
Name :	Haribhakti and Company Chartered Accountants
Address :	3^rd Floor, 52-B, Okhla Industrial Estate, Phase III, New Delhi-110020, Delhi, India.
PAN.:	AAAFH2010F

Holding Company :	MAT Holdings Inc., USA

Fellow Subsidiaries :	· GRI Engineering and Development LLC, USA · Meneta Automotive Components Private Limited, · Roulunds Braking India Private Limited, · Affinia MAT India Braking Private Limited, · Roulunds Braking Holding ApS Denmark,

CAPITAL STRUCTURE

As on 31.03.2011

Authorised Capital :

No. of Shares	Type	Value	Amount

6000000	Equity Shares	Rs.100/- each	Rs.600.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount

5645710	Equity Shares	Rs.100/- each	Rs.564.571 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		564.571	564.571	290.579
2] Share Application Money		0.000	0.000	273.992
3] Reserves & Surplus		0.000	0.000	0.000
4] (Accumulated Losses)		(30.702)	(86.075)	(73.762)
NETWORTH		533.869	478.496	490.809
LOAN FUNDS
1] Secured Loans		182.231	64.079	57.979
2] Unsecured Loans		651.546	481.366	247.148
TOTAL BORROWING		833.777	545.445	305.127
DEFERRED TAX LIABILITIES		0.000	0.000	0.000

TOTAL		1367.646	1023.941	795.936

APPLICATION OF FUNDS

FIXED ASSETS [Net Block]		870.600	619.239	592.509
Capital work-in-progress		21.212	74.388	29.419

INVESTMENT		0.000	0.000	0.000
DEFERREX TAX ASSETS		0.000	0.000	0.000

CURRENT ASSETS, LOANS & ADVANCES
	Inventories	655.112	517.065	185.324
	Sundry Debtors	146.971	48.978	61.963
	Cash & Bank Balances	11.284	31.406	70.018
	Other Current Assets	0.016	0.150	0.410
	Loans & Advances	80.667	40.051	22.435
Total Current Assets		894.050	637.650	340.150
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	410.852	304.634	163.311
	Other Current Liabilities	3.558	1.733	2.344
	Provisions	3.806	0.969	0.488
Total Current Liabilities		418.216	307.336	166.143
Net Current Assets		475.834	330.314	174.007

MISCELLANEOUS EXPENSES		0.000	0.000	0.000

TOTAL		1367.646	1023.941	795.936

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		Income	2060.010	907.393	460.847
		Other Income	26.640	38.338	2.016
		TOTAL	2086.650	945.731	462.863

Less	EXPENSES
		Increase / (Decrease) in Finished Goods	(14.220)	(100.280)	(11.004)
		Other Expenses	2045.420	1058.270	520.406
		TOTAL	2031.200	957.990	509.402

	PROFIT / (LOSS) BEFORE TAX		55.450	(12.259)	(46.539)

Less	TAX		0.008	0.053	(2.631)

	PROFIT / (LOSS) AFTER TAX		55.370	(12.312)	(43.908)

Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		(86.074)	(73.762)	(29.854)

	BALANCE CARRIED TO THE B/S		(30.704)	(86.074)	(73.762)

	EARNINGS IN FOREIGN CURRENCY
		Export Earnings	2059.994	907.397	460.847
	TOTAL EARNINGS		2059.994	907.394	460.847

	IMPORTS
		Raw Materials	1130.040	772.044	382.805
		Capital Goods	47.364	32.642	92.297
		Others	14.505	3.603	7.080
	TOTAL IMPORTS		1191.900	808.289	482.182

	Earnings / (Loss) Per Share (Rs.)		9.81	(2.33)	(25.64)

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	2.65	(1.30)	(9.49)

Net Profit Margin (PBT/Sales)	(%)	2.69	(1.35)	(10.05)

Return on Total Assets (PBT/Total Assets}	(%)	3.14	(0.97)	(4.99)

Return on Investment (ROI) (PBT/Networth)		0.10	(0.03)	(0.09)

Debt Equity Ratio (Total Liability/Networth)		2.35	1.78	0.34

Current Ratio (Current Asset/Current Liability)		2.14	2.07	2.05

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	Yes
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

PROJECT

The Company is a subsidiary of MAT Holdings Inc., a U.S.A. based company and mainly engaged in manufacturing of Disk Brake Pads.

BUSINESS PERFORMANCE

It is the fourth year of operation of the Company and there is increase in the sales by Rs.1153.000 Millions (127%) during the year 2010-11 and accordingly total sales for the Financial Year 2010-11 has reached a level of 2.27 times as that of last financial year.

The Company has incurred profit amounting to Rs.55.370 Millions during the year. Further enhancement of production capacity is under way to ensure to recover past losses in the year to come. The directors are continuously looking for avenues for future growth.

CONTINGENT LIABILITIES NOT PROVIDED FOR

Rs. In Millions

Particulars	31.03.2011	31.03.2010
Guarantees given by Bankers in respect of third parties	9.000	9.200

BANKERS CHARGES REPORT AS PER REGISTRY

Corporate identity number of the company	U51504DL2007PTC166422
Name of the company	DANBLOCK BRAKES INDIA PRIVATE LIMITED
Address of the registered office or of the principal place of business in India of the company	110, 1^st Floor, Rishab Corporate Tower, 16, Community Centre, Karkarduma, Delhi-110092, India vinod.duhoon@matholdingsinc.com
This form is for	Creation of charge
Type of charge	Book Debts Movable Property Floating Charge Others (1^st Pari Pasu Charge on CA and MFA))
Particular of charge holder	Yes Bank Limited, 9^th Floor, Nehru Center, Discovery of India, Dr. Annie bezant Road, Worli, Mumbai – 400018, Maharashtra, India delhicadmidoffice@yesbank.in
Nature of instrument creating charge	Deep of Hypothecation Dated 26.03.2012 for creating First PP charge on current and movable fixed assets
Date of instrument Creating the charge	26.03.2012
Amount secured by the charge	Rs.200.000 Millions
Brief of the principal terms an conditions and extent and operation of the charge	Rate of Interest As may be mutually agreed between Bank and the Company time to time. Terms of Repayment CC/WCDL - Payable on demand PCFC/BG/BC –NA Margin CC/WCDL - 25% of (book debts < 90 days plus stocks less creditors) Extent and Operation of the charge First Pari passu charge on entire current assets and movable fixed assets located anywhere in India
Short particulars of the property or asset(s) charged (including complete address and location of the property)	First Pari passu charge on entire current assets and movable fixed assets located anywhere in India

FIXED ASSETS:

Plant and Machinery
Building
Electrical Fittings
Tools and Dies
Vehicles
Computers
Furniture and Fixtures
Office Equipments
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.52.52
UK Pound	1	Rs.85.49
Euro	1	Rs.69.61

INFORMATION DETAILS

Report Prepared by :

NTH

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	4
--LIQUIDITY	1~10	3
--LEVERAGE	1~10	3
--RESERVES	1~10	3
--CREDIT LINES	1~10	3
--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		30

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

655.112

517.065

146.971

48.978

11.284

31.406

0.016

0.150

80.667

40.051

894.050

410.852

3.558

3.806

0.969

418.216

475.834

330.314

2.65

2.69

3.14

(0.97)

0.10

(0.03)

2.35

1.78

2.14

2.07

Unit