MIRA INFORM REPORT

Report Date :

19.05.2012

IDENTIFICATION DETAILS

Name :	BORGWARNER EMISSIONS SYSTEMS INDIA PRIVATE LIMITED w.e.f. 14.11.2011
Formerly Known As :	BORGWARNER VIKAS EMISSIONS SYSTEMS INDIA PRIVATE LIMITED ENSA VIKAS EGR SYSTEMS PRIVATE LIMITED
Registered Office :	16A/20, W.E.A., Main Ajmal Khan Road, Karol Bagh, New Delhi - 110005
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	08.02.2007
Com. Reg. No.:	55-158761
Capital Investment / Paid-up Capital :	Rs. 46.571 Millions
CIN No.: [Company Identification No.]	U28910DL2007PTC158761
TAN No.: [Tax Deduction & Collection Account No.]	DELE04365E
PAN No.: [Permanent Account No.]	AABCE7232N
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturing of EGR Cooler Assembly and Allied Products.
No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

B (31)

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

Maximum Credit Limit :	USD 340000
Status :	Moderate
Payment Behaviour :	Slow but Correct
Litigation :	Clear
Comments :	Subject is an established company having moderate track. The company has been successful in wiping off the accumulated losses of previous years. 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	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 :	16A/20, W.E.A., Main Ajmal Khan Road, Karol Bagh, New Delhi - 110005
Tel. No.:	Not Available
Fax No.:	Not Available
E-Mail :	jyotis@vvkale.com achahal@borgwarner.com sgoswami@borgwarner.com tradeco@rediffmail.com
Website :	http://www.borgwarner.com
Factory :	Plot No. 4, 20^th Milestone, Mathura Road, Faridabad, India
Tel. No.:	91-129-4295100

DIRECTORS

AS ON 05.09.2011

Name :

Mr. Charles Henry Polzin

Designation :

Alternate Director

Address :

21610 E, Valley Woods, Beverly Hills, Michigan 48025, United States of America

Date of Birth/Age :

09.06.1954

Date of Appointment :

05.08.2011

DIN No.:

00254746

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	L74899DL1954PLC002452	Federal-Mogul Goetze (India) Limited	Director	27-06-07	12-05-06	11-01-08	Active	NO
2	U34300MH1995PTC092803	DIVGI WARNER PRIVATE LIMITED	Director	29-09-09	16-09-09	-	Active	NO
3	U28999TN2001PTC047184	BORGWARNER COOLING SYSTEMS (INDIA) PRIVATE LIMITED	Director	30-09-09	29-09-09	-	Active	NO
4	U28910DL2007PTC158761	BorgWarner Emissions Systems India Private Limited	Additional director	15-12-11	05-08-11	-	Active	NO

Name :

Mr. Stuart Peter Kirby

Designation :

Director

Address :

Morade 9 Santa Cristina De Vaiona, Pontevedra, Spain

Date of Birth/Age :

06.07.1960

Date of Appointment :

08.02.2007

DIN No.:

01389583

Name :

Mr. Brady Daniel Ericson

Designation :

Director

Address :

5420 Woodcreek Drive Clarkston Michigan, Michigan - 48348

Date of Birth/Age :

21.01.1960

Date of Appointment :

09.04.2010

DIN No.:

03048330

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	U28910DL2007PTC158761	BorgWarner Emissions Systems India Private Limited	Director	09-04-10	09-04-10	-	Active	NO
2	U29191PN1996PTC101055	BERU DIESEL START SYSTEMS PRIVATE LIMITED.	Additional director	02-09-11	02-09-11	-	Active	NO

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 05.09.2011

Names of Shareholders	No. of Shares
BorgWarner Emissions Systems Spain, S.L., Vigo Spain	2794296
BorgWarner Spain Holdings, S.L, Vigo Spain	1862864
Total	4657160

AS ON 05.09.2011

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
Total	100.00

BUSINESS DETAILS

Line of Business :

Manufacturing of EGR Cooler Assembly and Allied Products.

Products :

ITC Code	Product Descriptions
87089900	EGR Cooler and Allied Products

PRODUCTION STATUS AS ON 31.03.2011

Particulars	Installed Capacity	Actual Production
EGR Coolers (Nos)	600000	403253

Notes:

* Installed capacity is on a triple shift basis and is as certified by the Company and relied upon by the auditors, being a technical matter.

GENERAL INFORMATION

Customers :

· Ashok Leyland

· Mahindra and Mahindra

· General Motors

· Suzuki

· Renault

No. of Employees :

Not Available

Bankers :

HDFC Bank Limited, HDFC Bank Housesenapati Bapat Marg, Lower Parel (West), Mumbai – 400013, Maharashtra, India

Facilities :

Secured Loan	31.03.2011 (15 Months)	31.12.2009 (12 Months)
	[Rs. in million]
Term Loan	33.827	55.399
Vehicle Loan	0.000	0.564
Cash Credit	0.000	17.500
Total	33.827	73.463

Notes:

1. Secured by the way of first exclusive charge on hypothecation of plant and machinery lying in the Company’s premises and supported by Stand by letter of credit provided by BorgWarner Europe Gmbh

2. Repayable within one year Rs. 17.257 millions

Secured by hypothecation of vehicle acquired under such arrangement.

Secured by way of first exclusive change on all the stocks, book debts and movable property lying in the Company’s premises and by personal guarantee of a Director.

Banking Relations :	--
Auditors 1 :
Name :	Price Waterhouse Chartered Accountant
Address :	Building-B( 7^th and 8^th Floor ), Tower-B, DLF Cyber City, Gurgaon, Haryana – 122002, India
Income-tax PAN of auditor or auditor's firm :	AAEFP3641G
Auditors 2 :
Name :	Lodha and Company Chartered Accountants
Address :	C-1, Upasana1, Hailey Road, New Delhi – 110001, India
Income-tax PAN of auditor or auditor's firm :	AABFL1894Q
Joint Venture :	· BorgWarner Emissions Systems Spain S.L. · Vikas Group
Associates/Subsidiaries :	· Sanden Vikas (India) Limited · Pranav Vikas (India) Private Limited · Ecocat India Private Limited · Autovikas Sales and Services Private Limited · Galley (India) Private Limited · RPS Vikas Casting Private Limited · Kenmore Vikas (India) Private Limited · Manmohak Fin-Invest Lease Limited · BorgWarner Europe Gmbh

CAPITAL STRUCTURE

As On 31.03.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
15000000	Equity Shares	Rs. 10/- each	Rs. 150.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
4657160	Equity Shares	Rs. 10/- each	Rs. 46.571 Millions

Notes:

Out of the above 2794296 Equity Shares are held by BorgWarner Emissions Systems, Spain S. L. the Holding Company.

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2011 (15 Months)	31.12.2009 (12 Months)	31.12.2008
SHAREHOLDERS FUNDS
1] Share Capital		46.571	46.571	46.571
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		40.628	0.000	0.000
4] (Accumulated Losses)		0.000	(3.688)	(25.823)
NETWORTH		87.199	87.199	20.748
LOAN FUNDS
1] Secured Loans		33.827	73.463	91.936
2] Unsecured Loans		0.000	0.000	0.000
TOTAL BORROWING		33.827	73.463	91.936
DEFERRED TAX LIABILITIES		9.195	0.000	0.000
TOTAL		130.221	116.346	112.684
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		108.366	110.373	124.903
Capital work-in-progress		5.262	2.744	0.000
INVESTMENT		0.000	0.000	0.000
DEFERRED TAX ASSETS		0.000	1.571	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	56.599	26.913	26.049
	Sundry Debtors	47.631	31.303	34.651
	Cash & Bank Balances	11.894	4.497	0.203
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	19.469	23.089	22.748
Total Current Assets		135.593	85.802	83.651
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	112.812	76.625	81.446
	Other Current Liabilities	4.735	6.911	14.113
	Provisions	1.453	0.608	0.311
Total Current Liabilities		119.000	84.144	95.870
Net Current Assets		16.593	1.658	(12.219)
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		130.221	116.346	112.684

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011 (15 Months)	31.12.2009 (12 Months)	31.12.2008
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		98.378	48.189	(1.339)
Less	FINANCIAL EXPENSES (D)		7.164	10.377	7.573
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		91.214	37.812	(8.912)
Less/ Add	DEPRECIATION/ AMORTISATION (F)		24.712	17.187	7.577
	PROFIT BEFORE TAX (E-F) (G)		66.502	20.625	(16.489)
Less	TAX (H)		22.186	(1.510)	0.766
	PROFIT AFTER TAX (G-H) (I)		44.316	22.135	(17.255)
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		(3.688)	(25.823)	(8.569)
	BALANCE CARRIED TO THE B/S		40.628	(3.688)	(25.823)
	FOB value of Export		1.778	2.398	N.A.
	IMPORTS
		Raw Materials	102.475	53.333
		Capital Goods	3.952	0.000
	TOTAL IMPORTS		106.427	53.333	N.A.
	Earnings Per Share (Rs.)		9.52	4.75	(3.70)

KEY RATIOS

PARTICULARS		31.03.2011 (15 Months)	31.12.2009 (12 Months)	31.12.2008
Return on Total Assets (PBT/Total Assets}	(%)	27.26	10.51	(7.91)
Return on Investment (ROI) (PBT/Networth)		0.76	0.24	(0.79)
Debt Equity Ratio (Total Liability/Networth)		1.75	1.81	9.05
Current Ratio (Current Asset/Current Liability)		1.14	1.02	0.87

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. Constructions 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	Yes
19. Payments terms	No
20. Export / Import details	No
21. Market information	--
22. Litigations that the firm / promoter involved	--
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

Notes:

The registered address of the company has been shifted from 12-A Shivaji Marg, New Delhi – 110015, India to the present address w.e.f. 05.08.2011

BUSINESS OPERATION AND FUTURE PROSPECTS

The industrial activity has been running successfully for passenger car EGR Coolers during the period of 15 months. During the period the Company has earned Profit (before tax) of Rs 66.5 million (Last year of Rs 20.600 million) on a net sales of Rs 406.400million (Last year Rs. 187.900 million). This increase is mainly due to implementation of Bharat Stage IV (BSIV) emissions norms in major metropolitan cities in India.

Currently the development work is on for BS-IV and BS-V emissions norms with customers like Ashok Leyland, Mahindra and Mahindra, General Motors, Suzuki, Renault and several other leading automobile manufacturers for their various engine applications / programs.

CONTINGENT LIABILITIES:

Particulars	31.03.2011 (15 Months)	31.12.2009 (12 Months)
Bank Guarantee	1.009	0.000
PD continuity bond to customs and excise authority	0.000	23.700

Notes:

During the previous year, the company has received SVB approval from the customs authorities and initiated necessary action to release the bond.

Bankers Charges Report as per Registry

Corporate identity number of the company	U28910DL2007PTC158761
Name of the company	BorgWarner Emissions Systems India Private Limited
Address of the registered office or of the principal place of business in India of the company	16A/20, W.E.A., Main Ajmal Khan Road, Karol Bagh, New Delhi – 110005, India
This form is for	Modification of charge
Charge identification number of the modified	10183845
Type of charge	Book Debts Movable Property Floating Charge
Particular of charge holder	HDFC Bank Limited, HDFC Bank Housesenapati Bapat Marg, Lower Parel (West), Mumbai – 400013, Maharashtra, India Email ID: arjun.verma@hdfcbank.com
Nature of description of the instrument creating or modifying the charge	Supplemental deed of Hypothecation of stock and book debts.
Date of instrument Creating the charge	05.11.2011
Amount secured by the charge	Rs. 55.000 Millions
Brief particulars of the principal terms an conditions and extent and operation of the charge	Rate of Interest As per sanction letter or mutually agreed Terms of Repayment As per sanction letter or mutually agreed Margin As per sanction letter or mutually agreed Extent and Operation of the charge Hypothecation by way of exclusive charge on all the stock and book debts of the company both present and future.
Short particulars of the property charged	Hypothecation by way of exclusive charge on all the stock and book debts of the company both present and future.
Date of latest modification prior to the present modification	13.05.2011
Particulars of the present modification	By way of present modification working capital limits are enhanced from Rs 40.000 Millions to Rs 55.000 Millions

AS PER WEBSITE DETAILS

PROFILE:

BorgWarner is a global technology leader in powertrain solutions. They focus on developing leading powertrain technologies that improve fuel economy, emissions and performance. Their facilities are located across the globe to provide local support for their diverse customer base. 

They operate in two groups: The Engine Group develops air management strategies and products to optimize engines for fuel efficiency, reduced emissions and enhanced performance. BorgWarner’s expertise includes engine timing systems, boosting systems, ignition systems, air and noise management, cooling and controls. The Drivetrain Group harnesses a legacy of more than 100 years as an industry innovator in transmission and all-wheel drive technology. The group leverages this understanding of powertrain clutching technology to develop interactive control systems and strategies for all types of torque management

FIXED ASSETS

Tangible Assets:

· Leasehold Improvement

· Plant and Machinery

· Office Equipment

· Computers

· Furniture and Fixtures

· Vehicles

Intangible Assets:

· Technical know-how

· 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. 54.88
UK Pound	1	Rs. 86.46
Euro	1	Rs. 69.49

INFORMATION DETAILS

Report Prepared by :

BVA

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	4
PAID-UP CAPITAL	1~10	4
OPERATING SCALE	1~10	4
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	4
--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	YES
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		31

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.