MIRA INFORM REPORT

Report Date :

04.05.2012

IDENTIFICATION DETAILS

Name :	METZELER AUTOMOTIVE PROFILES INDIA PRIVATE LIMITED
Formerly Known As :	METZELER AUTOMOTIVE INDIA PRIVATE LIMITED
Registered Office :	301-302, Tolstoy House, 15, Tolstoy Marg, New Delhi-110001
Country :	India
Financials (as on) :	31.12.2010
Date of Incorporation :	04.09.1963
Com. Reg. No.:	55-4019
Capital Investment / Paid-up Capital :	Rs.225.547 Millions
CIN No.: [Company Identification No.]	U34102DL1963PTC004019
TAN No.: [Tax Deduction & Collection Account No.]	DELM08055F
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturing of Automotive Body Seals and Glass Runs.
No. of Employees :	Not Available

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 2200000
Status :	Moderate
Payment Behaviour :	Slow but correct
Litigation :	Clear
Comments :	Subject is a subsidiary of Cooper Standard Automotive Inc. USA. It is an established company having moderate track. There appears some accumulated losses recorded by the company. However, trade relations are reported as fair. Business is active. Payments are reported to be slow but correct. However, in view of strong holding, 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 :	301-302, Tolstoy House, 15, Tolstoy Marg, New Delhi-110001, India
Tel. No.:	91-11-23712804
Fax No.:	91-11-23357097
E-Mail :	sidhartha.rastogi@maps-in.com
Factory :	Plot No. 24 A, Site IV, Sahibabad Industrial Area, Link Road, Ghaziabad-201010, Uttar Pradesh, India
Tel. No.:	91-120-4181761/4181710
Fax No.:	91-120-4181705

DIRECTORS

As on 31.03.2011

Name :

Mr. Ravi Shankar Gupta

Designation :

Director

Address :

A 73/3, SFS Flats, Saket, New Delhi, India

Date of Birth/Age :

25.04.1956

Date of Appointment :

05.07.1999

Din No.:

00100578

Name :

Alessandro d’ Arcano

Designation :

Director

Address :

V. Giusti Li, 10121, Torino, Italy

Date of Birth/Age :

21.05.1961

Date of Appointment :

29.06.2005

Din No.:

00235315

Name :

Mr. Prasant Kumar Sengupta

Designation :

Director

Address :

B – 153 Sector 14, Noida-201301, Uttar Pradesh, India

Date of Birth/Age :

01.06.1944

Date of Appointment :

27.06.2005

Din No.:

00121007

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	U19202DL1993PTC052247	FILA SPORT INDIA PRIVATE LIMITED	Director	26-06-97	26-06-97	-	Active	NO
2	U74999DL2001PTC111414	STANADYNE SYSTEMS PRIVATE LIMITED	Director	25-06-01	25-06-01	-	Strike off	NO
3	U34102DL1963PTC004019	METZELER AUTOMOTIVE PROFILES INDIA PRIVATE LIMITED	Alternate director	29-06-05	29-06-05	-	Active	NO
4	U74210DL2007PTC158478	HEINKEL AERO ENGINEERING INDIA PRIVATE LIMITED	Director	29-01-07	29-01-07	-	Under Process of Striking off	NO
5	U72300DL2007PTC162723	TECHNOVA EQUIPMENTS PRIVATE LIMITED	Director	30-04-07	30-04-07	16-08-10	Active	NO
6	U74210KA2007PTC043176	CEBENETWORK CADES ENGINEERING INDIA PRIVATE LIMITED	Director	19-06-07	19-06-07	-	Under Process of Striking off	NO
7	U74900PN2008FTC139492	ETEM COMPOSITE MATERIALS INDIA PRIVATE LIMITED	Director	11-04-08	11-04-08	05-07-11	Active	NO

Name :

Nobuyunki Shimizu

Designation :

Director

Address :

10-9 Hattan, Moriyama,-KU Nagoya City Aichi Pref -4528564

Date of Birth/Age :

26.09.1951

Date of Appointment :

31.03.2009

Din No.:

02575765

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	U25111KA1998PTC024273	TG KIRLOSKAR AUTOMOTIVE PRIVATE LIMITED	Director	25-05-09	05-02-09	29-06-10	Active	NO
2	U28111RJ2008PTC026385	TOYODA GOSEI MINDA INDIA PRIVATE LIMITED	Director	17-11-11	10-02-09	-	Active	NO
3	U34102DL1963PTC004019	METZELER AUTOMOTIVE PROFILES INDIA PRIVATE LIMITED	Director	31-03-09	31-03-09	-	Active	NO

Name :

Hidetaka Fukamachi

Designation :

Alternate Director

Address :

1-38-9, Hikarigaoka, Komako, Aichi, Japan-4850811

Date of Birth/Age :

02.07.1957

Date of Appointment :

29.06.2010

Din No.:

02953932

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	U28111RJ2008PTC026385	TOYODA GOSEI MINDA INDIA PRIVATE LIMITED	Managing director	10-11-11	02-04-10	Active	NO
2	U34102DL1963PTC004019	METZELER AUTOMOTIVE PROFILES INDIA PRIVATE LIMITED	Alternate director	29-06-10	29-06-10	Active	NO

KEY EXECUTIVES

Name :	Mr. Siddhartha Rastogi
Designation :	Secretary
Address :	109, Siddharth Niketan, Kaushambi, Sector-14, Ghaziabad, Uttar Pradesh, India
Date of Birth/Age :	25.10.1979
Date of Appointment :	15.10.2005
Pan No.:	AGYPR9420K

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 31.03.2011

Names of Shareholders	No. of Shares
Toyoda Gosei Company Limited, Japan	586421
Cooper Standard Automotive Inc., USA	1669046
Total	2255467

As on 31.03.2011

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]	100.00

BUSINESS DETAILS

Line of Business :

Manufacturing of Automotive Body Seals and Glass Runs.

PRODUCTION STATUS [AS ON 31.12.2009]

Particulars	Unit	Installed Capacity	Actual Production
Automobile Profiles	Mtr.	46656000	34252131
Compound	Kg.	NA	4172773

GENERAL INFORMATION

No. of Employees :

Not Available

Bankers :

Union Bank of India, Industrial Finance Branch, M-11, 1^st Floor, Middle Circle, Connaught Circus, New Delhi-110001, India

Facilities :

Secured Loan	As on 31.12.2010 [Rs. in Millions]	As on 31.12.2009 [Rs. in Millions]
Loans and Advance From Banks
Cash Credit Facilities [Secured by first charge over all present and future goods, all tangible movable machineries and book debts]	76.834	0.000
Total	76.834	0.000
Unsecured Loan
Short Term Loans
From Banks	12.500	12.500
Total	12.500	12.500

Banking Relations :	--
Financial Institution:	The Pradeshiya Industrial and Investment Corporation of UPL, Picup Bhawan, Gomit Nagar, Lucknow, Uttar Pradesh, India
Auditors :
Name :	S.R. Batliboi and Company Chartered Accountants
Address :	Golf View Corporate Tower-B, Sector 42, Sector Road, Gurgaon-122002, Haryana, India
Tel. No.:	91-124-4644000
Fax No.:	91-124-4644050
Pan No.:	AALFS0506L
Holding Company:	Cooper Standard Automotive Inc., USA
Associates:	Toyoda Gosei Company Limited, Japan
Fellow Subsidiaries:	· Toyota Tsusho Corporation, Japan · Cooper Standard Automotive SpA, Italy · Cooper Standard Automotive Polska Sp. Z.O.O., Poland · Toyotsu Chemiplas Corporation, Japan

CAPITAL STRUCTURE

As on 31.12.2010

Authorised Capital :

No. of Shares	Type	Value	Amount
2400000	Equity Shares	Rs.100/- each	Rs.240.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
2255467	Equity Shares	Rs.100/- each	Rs.225.547 Millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.12.2010	31.12.2009	31.12.2008
SHAREHOLDERS FUNDS
1] Share Capital		225.547	225.547	225.547
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		615.974	616.214	616.465
4] (Accumulated Losses)		(291.211)	(368.206)	(463.493)
NETWORTH		550.310	473.555	378.519
LOAN FUNDS
1] Secured Loans		76.834	0.000	78.120
2] Unsecured Loans		12.500	12.500	14.041
TOTAL BORROWING		89.334	12.500	92.161
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		639.644	486.055	470.680
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		463.716	362.902	315.562
Capital work-in-progress		39.152	71.284	23.447
INVESTMENT		1.137	13.220	0.000
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	177.789	170.543	184.750
	Sundry Debtors	443.377	255.518	283.372
	Cash & Bank Balances	59.102	45.173	28.134
	Other Current Assets	2.627	3.015	22.772
	Loans & Advances	69.000	67.089	53.078
Total Current Assets		751.895	541.338	572.106
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	435.028	356.861	364.142
	Other Current Liabilities	99.076	110.767	46.146
	Provisions	82.152	35.061	30.147
Total Current Liabilities		616.256	502.689	440.435
Net Current Assets		135.639	38.649	131.671
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		639.644	486.055	470.680

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.12.2010	31.12.2009
	SALES
		Income	2486.225	1743.085
		Other Income	30.692	24.996
		TOTAL (A)	2516.917	1768.081
Less	EXPENSES
		Raw Material Consumed	1408.090	981.227
		Cost of Goods Sold Tooling	91.622	49.741
		Manufacturing Coast	263.869	185.518
		Personnel Expense	329.435	231.382
		Operating and other expense	245.364	176.636
		Increase / Decrease in inventories	(18.472)	(3.083)
		TOTAL (B)	2319.908	1621.421
Less	PROFIT / (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		197.009	146.660
Less	FINANCIAL EXPENSES (D)		15.376	13.058
	PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		181.633	133.602
Less/ Add	DEPRECIATION/ AMORTISATION (F)		64.364	50.931
	PROFIT / (LOSS) BEFORE TAX (E-F) (G)		117.269	82.671
Less	TAX (H)		40.274	(12.615)
	PROFIT / (LOSS) AFTER TAX (G-H) (I)		76.995	95.286
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		(368.207)	(463.493)
	BALANCE CARRIED TO THE B/S		(291.212)	(368.207)
	EARNINGS IN FOREIGN CURRENCY
		Export Earnings	NA	80.159
	IMPORTS
		Raw Materials	NA	389.642
		Stores & Spares	NA	0.310
		Capital Goods	NA	57.938
	TOTAL IMPORTS		NA	447.890
	Earnings / (Loss) Per Share (Rs.)		34.14	42.25

KEY RATIOS

PARTICULARS		31.12.2010	31.12.2009	31.12.2008
PAT / Total Income	(%)	3.06	5.39	NA
Net Profit Margin (PBT/Sales)	(%)	4.72	4.74	NA
Return on Total Assets (PBT/Total Assets}	(%)	9.65	9.14	NA
Return on Investment (ROI) (PBT/Networth)		0.21	0.17	NA
Debt Equity Ratio (Total Liability/Networth)		1.28	1.09	1.41
Current Ratio (Current Asset/Current Liability)		1.22	1.07	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 two years	Yes
12) Profitability for last two 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 involved in	--
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

NATURE OF OPERATIONS:

Subject is a subsidiary of Cooper Standard Automotive Inc., USA. The company is in the business of manufacturing automotive body seals and glass runs. The company operates out of its three units in Sahibabad (UP), Manesar (Haryana) and Dharuhera (Haryana).

BANKERS CHARGES REPORT AS PER REGISTRY

This form is for	Modification of charge
Charge identification number of the modified	80021798
Corporate identity number of the company	U34102DL1963PTC004019
Name of the company	METZELER AUTOMOTIVE PROFILES INDIA PRIVATE LIMITED
Address of the registered office or of the principal place of business in India of the company	301-302, Tolstoy House, 15, Tolstoy Marg, New Delhi-110001, India
Type of charge	Book Debts Movable Property Immovable Property Others
Particular of charge holder	Union Bank of India, Industrial Finance Branch, M-11, 1^st Floor, Middle Circle, Connaught Circus, New Delhi-110001, India
Email	ifbcp@unionbankofindia.com
Nature of description of the instrument creating or modifying the charge	Composite hypothecation deed (SD 20) current assets Hypothecation agreement of goods and book debts (SD 06) Composite hypothecation deed (SD 20) fixed assets
Date of instrument Creating the charge	19.10.2011
Amount secured by the charge	Rs.240.000 Millions
Brief particulars of the principal terms an conditions and extent and operation of the charge	Rate of Interest Base Rate +3.75% presently effective @13.25% p.a. on monthly rest or such other rate (s) specified by the bank from time to time. Terms of Repayment on demand Margin Cash credit (Stocks and Book-debts) -25% LC-25% BG-10% Extent and Operation of the charge 100% First exclusive charge Others Inland/Import L/C ( DA/DP 90 Days ) Rs.50.000 Millions Bank Guarantee Rs.40.000 Millions Cash Credit Rs.150.000 Millions W/W packing credit/FDBP/FUDBP Rs. (10.000) Millions Letter of Comfort Rs. (40.000) Millions Total Rs.240.000 Millions
Short particulars of the property charged	First exclusive charge on entire current assets comprising any kind of stocks of raw materials, stock in progress, semi finished goods and finished goods such as weather strips, engine mountings, Packing materials, consumable stores, movable assets, spares and stock in trade, goods in transit etc. both present and future. First charge on all the book-debts, outstanding, monies, receivables, claims, bills, contracts, engagements and securities etc. both present and future. First charge on all the tangible movable machineries, plant and machinery, fixtures, fittings, other installations and all other fixed assets of the company both present and future. Equitable mortgage of factory land and building at plot No.24-A Link Road, Site No.-4 Industrial Area Sahibabad District Ghaziabad U.P.
Particulars of the present modification	Credit facilities sanctioned to the company now enhanced to Rs.240.000 Millions as under :- Inland/Import L/C ( DA/DP 90 Days ) Rs.50.000 Millions Bank Guarantee Rs.40.000 Millions Cash Credit Rs.150.000 Millions W/W packing credit/FDBP/FUDBP Rs. (10.000) Millions Letter of Comfort Rs. (40.000) Millions Total Rs.240.000 Millions

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.53.23
UK Pound	1	Rs.86.14
Euro	1	Rs.69.98

INFORMATION DETAILS

Report Prepared by :

TPT

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	6
PAID-UP CAPITAL	1~10	3
OPERATING SCALE	1~10	3
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	3
--PROFITABILIRY	1~10	3
--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	NO
--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.