MIRA INFORM REPORT

Report Date :

19.05.2012

IDENTIFICATION DETAILS

Name :	DELPHI – TVS DIESEL SYSTEMS LIMITED (w.e.f 03.05.2002)

Formerly Known As :	LUCAS-TVS DIESEL SYSTEMS LIMITED

Registered Office :	No. 6, Patullos Road, Chennai – 600 002, Tamil Nadu

Country :	India

Financials (as on) :	31.03.2011

Date of Incorporation :	05.05.1952

Com. Reg. No.:	18 - 005704

Capital Investment / Paid-up Capital :	Rs. 79.200 Millions

CIN No.: [Company Identification No.]	U24117TN1952PLC005704

Legal Form :	A Closely Held Public Limited Liability Company

Line of Business :	Manufacturer of Automotive Component.

No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

A (68)

RATING

STATUS

PROPOSED CREDIT LINE

56-70

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

Maximum Credit Limit :	USD 9700000

Status :	Good

Payment Behaviour :	Regular

Litigation :	Clear

Comments :	Subject is a joint venture between Delphi automotive systems, USA and T.V. Sundram Iyengar and Sons, India. It is a well established and reputed company having fine track. Available information indicates high financial responsibility of the company. Trade relations are reported as fair. Payments are reported to be regular and as per commitments. The company can be considered good for normal 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

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

LOCATIONS

Registered Office :	No. 6, Patullos Road, Chennai – 600 002, Tamil Nadu, India.
Tel. No.:	91-44-27658454
Fax No.:	91-44-27658351/ 91-44-27659657
E-Mail :	mns.fin@delphitvs.com
Website :	http://www.delphitvs.com

Corporate Office :	Aalim Centre, 2nd Floor, 82 Dr.Radhakrishnan Salai, Mylapore, Chennai - 600 004, Tamil Nadu, India
Tel. No.:	91-44-28110063/ 28110074
Fax No.:	91-44-28115624
E-Mail :	tvs.corp@lucastvs.co.in

Office /Factory :	Mannur, Thodukadu Post, Sriperumbudur Taluk, Kancheepuram District- 602 105, Tamil Nadu, India
Tel. No.:	91-44-27658454 (Extn . 130/131/133)
Fax No.:	91-44-27658351/ 91-44-27659657
E-Mail :	ss.mktg@delphitvs.com
Website :	http://www.delphitvs.com

Plant Office :	Uttrakhand Plant Plot number: 58 & 59, Sector 11, I.I.E- Panth nagar, (District .U.S.NAGAR), Plot No B 16, Sipcot Industrial Park, Kancheepuram District, Tamil Nadu, India

DIRECTORS

As on 18.08.2011

Name :	Mr. Tirumala Kumara Balaji
Designation :	Managing director
Address :	34, Poes Garden, Chennai – 600086, Tamil Nadu, India
Date of Appointment :	15.10.1979
DIN No.:	00002010

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	U35999TN1961PLC004678	LUCAS TVS LIMITED	Managing director	30-03-12	24-08-79	-	Active	NO
2	U34101TN1929PLC002973	T.V. SUNDRAM IYENGAR & SONS LIMITED	Director	31-08-79	31-08-79	-	Active	NO
3	U35999TN1930PLC005705	LUCAS INDIAN SERVICE LIMITED	Director	15-10-79	15-10-79	-	Active	NO
4	U24117TN1952PLC005704	DELPHI-TVS DIESEL SYSTEMS LIMITED	Managing director	01-04-07	15-10-79	-	Active	NO
5	L35999TN1962PLC004792	SUNDARAM -CLAYTON LIMITED	Director	28-11-84	28-11-84	-	Active	NO
6	L74999TZ1984PLC001456	TITAN INDUSTRIES LIMITED	Director	01-03-86	01-03-86	-	Active	NO
7	L31901TN1984PLC011021	INDIA NIPPON ELECTRICALS LIMITED	Director	28-07-86	28-07-86	-	Active	NO
8	U40109TN1996PTC037208	INDIA JAPAN LIGHTING PRIVATE LIMITED	Director	27-12-96	27-12-96	-	Active	NO
9	U30007TN1997PTC038151	HARITA ELECTRONICS PRIVATE LIMITED	Director	09-05-97	09-05-97	-	Active	NO
10	L35921TN1992PLC022845	TVS MOTOR COMPANY LIMITED	Director	15-02-00	15-02-00	14-08-08	Active	NO
11	U93090TN1983NPL010185	PUNARVASU SWASTHI PRIVATE LIMITED	Director	16-03-00	16-03-00	-	Active	NO
12	U93090TN1983NPL010186	HASTHAM SWASTHI PRIVATE LIMITED	Director	16-03-00	16-03-00	-	Active	NO
13	L85110TN1979PLC008035	APOLLO HOSPITALS ENTERPRISE LIMITED	Director	17-09-01	17-09-01	-	Active	NO
14	L30007TN1995PLC032941	TVS ELECTRONICS LIMITED	Director	18-07-03	18-07-03	04-08-08	Active	NO
15	U50101TN2005PLC057476	TVS AUTOMOTIVE SYSTEMS LIMITED	Director	14-09-05	14-09-05	-	Active	NO
16	U65191TN1994PLC028851	TVS INVESTMENTS LIMITED	Director	14-09-09	28-08-08	-	Active	NO
17	U65920TN2008PLC069758	TVS Credit Services Limited	Director	23-06-10	03-05-10	-	Active	NO

Name :	Mr. Kalathur Seshadri
Designation :	Nominee director
Address :	No. 23, Masilamani Road, Balaji Nagar, Royapettah, Cheenai – 600014, India
Date of Appointment :	25.10.2000
DIN No.:	00301839

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	L31901TN1984PLC011021	INDIA NIPPON ELECTRICALS LIMITED	Director	31-05-95	31-05-95	Active	NO
2	U93090TN1983NPL010186	HASTHAM SWASTHI PRIVATE LIMITED	Director	16-03-00	16-03-00	Active	NO
3	U24117TN1952PLC005704	DELPHI-TVS DIESEL SYSTEMS LIMITED	Nominee director	25-10-00	25-10-00	Active	NO
4	U35999TN1930PLC005705	LUCAS INDIAN SERVICE LIMITED	Director	23-09-02	23-09-02	Active	NO
5	U65993TN1995PLC030884	SYNERGY SHAKTHI RENEWABLE ENERGY LIMITED	Director	27-08-08	27-08-08	Active	NO
6	U93090TN1983NPL010185	PUNARVASU SWASTHI PRIVATE LIMITED	Additional director	30-12-08	30-12-08	Active	NO
7	U35999TN1961PLC004678	LUCAS TVS LIMITED	Director	20-07-09	20-07-09	Active	NO

Name :	Mr. Nemali Seetharama Murthy
Designation :	Nominee Director
Address :	Old No. 6, New No. 25, Canal Bank Road, Raja Annamalaipuram, Chennai – 600028, India
Date of Appointment :	12.07.1984
DIN No.:	00583761

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	U24117TN1952PLC005704	DELPHI-TVS DIESEL SYSTEMS LIMITED	Nominee director	12-07-84	12-07-84	Active	NO
2	U52334TN2005PTC056883	Trans A.C and R.Auto Air Private Limited	Director	12-07-05	12-07-05	Active	YES
3	L31901TN1984PLC011021	INDIA NIPPON ELECTRICALS LIMITED	Director	31-08-09	24-04-09	Active	NO

Name :	Mr. Stephen David Gregory
Designation :	Director
Address :	Greentrees, Cranbrook Road, Goudhurst, TN171Dy, United Kingdom
Date of Appointment :	25.10.2000
DIN No.:	01014520

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	U24117TN1952PLC005704	DELPHI-TVS DIESEL SYSTEMS LIMITED	Director	25-10-00	25-10-00	Active	NO

Name :	Mr. Arvind Balaji
Designation :	Director Appointed in casual vacancy
Address :	34, Poes Garden, Chennai – 600086, India
Date of Appointment :	16.06.2009
DIN No.:	00557711

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	U35999TN1930PLC005705	LUCAS INDIAN SERVICE LIMITED	Director	22-09-10	10-05-04	-	Active	NO
2	U50101TN2005PLC057476	TVS AUTOMOTIVE SYSTEMS LIMITED	Director	14-09-05	14-09-05	-	Active	NO
3	U93090TN1983NPL010185	PUNARVASU SWASTHI PRIVATE LIMITED	Director	15-02-06	15-02-06	-	Active	NO
4	U93090TN1983NPL010186	HASTHAM SWASTHI PRIVATE LIMITED	Director	15-02-06	15-02-06	-	Active	NO
5	U40109TN1996PTC037208	INDIA JAPAN LIGHTING PRIVATE LIMITED	Director	16-06-06	16-06-06	-	Active	NO
6	U70101TN2007PTC063926	PROSPERTREE ESTATES PRIVATE LIMITED	Director	12-06-07	12-06-07	07-09-11	Active	NO
7	U65993TN1995PLC030884	SYNERGY SHAKTHI RENEWABLE ENERGY LIMITED	Director	27-08-08	06-08-07	-	Active	NO
8	U35999TN1961PLC004678	LUCAS TVS LIMITED	Managing director	18-04-08	13-12-07	-	Active	NO
9	L31901TN1984PLC011021	INDIA NIPPON ELECTRICALS LIMITED	Director appointed in casual vacancy	25-10-08	25-10-08	26-03-09	Active	NO
10	U01400TN2009PTC070420	HARITA GREENS PRIVATE LIMITED	Director	09-01-09	09-01-09	-	Active	NO
11	U40104TN2009PTC070419	HARITA ARVIND ENERGY PRIVATE LIMITED	Director	09-01-09	09-01-09	-	Active	NO
12	U50404TN2009PLC071075	TVS MOTOR SERVICES LIMITED	Director	30-07-10	22-04-09	-	Active	NO
13	U24117TN1952PLC005704	DELPHI-TVS DIESEL SYSTEMS LIMITED	Director appointed in casual vacancy	16-06-09	16-06-09	-	Active	NO
14	U99999DL1959PLC176013	AUTOMOTIVE COMPONENT MANUFACTURERS ASSOCIATION OF INDIA	Director	03-09-09	03-09-09	-	Active	NO

Name :	Mr. John Martin Fuerst
Designation :	Director Appointed in casual vacancy
Address :	1219, Sandringham way, Bloomfield hills – 48301, USA
Date of Appointment :	18.12.2009
DIN No.:	02951266

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	U24117TN1952PLC005704	DELPHI-TVS DIESEL SYSTEMS LIMITED	Director appointed in casual vacancy	18-12-09	18-12-09	Active	NO

Name :	Mr. Bercher Philippe Rene Raymond
Designation :	Director Appointed in casual vacancy
Address :	368 Rue Des Etangs, Mont Pres Chambord, Orleans, 41250, France
Date of Appointment :	09.05.2011

KEY EXECUTIVES

Name :	Mr. Subramanian Narayanaswamy Mangalam
Designation :	Secretary
Address :	New 38/2, Block 9 , SSV Apartments, Chockalingam Nagar, Velacherry, Chennai – 600042, India
Date of Appointment :	15.10.1979
PAN.:	AACPS3496G

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 18.08.2011

Names of Shareholders		No. of Shares

Delphi Automotive systems Instruments Private Limited, Singapore		4158000
T.V. Sundaram Iyengar and Sons Limited, Madurai		1071936
Sundaram Industries Limited, Madurai		1081700
Southern Roadways Limited, Madurai		365468
Sundaram finance Limited, Chennai		252896
Lucas – TVS Limited, Chennai		264000
Lucas Indian Service Limited, Chennai		66000
Life Insurance corporation of India, Mumbai		330004
General Insurance Corporation of India, Mumbai		164996
United India Insurance Company Limited, Chennai		164996
K. Sesahdri		1
Arvind Balaji		1
J.S. Chopra		1
M N Subramanian		1
Total		7920000

As on 18.08.2011

Equity Share Breakup		Percentage of Holding
Category
Public financial companies		8.33
Foreign holdings [Foreign institutional investors, Foreign Companies, Foreign Financial Institutions, Non-resident Indian or Overseas corporate bodies or others]		52.50
Bodies corporate		39.17
Total		100.00

BUSINESS DETAILS

Line of Business :

Manufacturer of Automotive Component.

Products :

Item Code	Production Description
84131101	Fuel Injection Pumps
84139100	Parts of Pumps

PRODUCTION STATUS (AS ON 31.03.2010)

Particulars	Unit	Licensed Capacity	Installed Capacity #	Actual Production @
Fuel Injection Equipment (Sets)	Nos.	1510000	699000	340650

# as certified by Management

@ Production of Oragadam unit is from Single shift

GENERAL INFORMATION

No. of Employees :

Not Available

Bankers :

Export - Import Bank of India, Centre One Building, Floor 21, World Trade Centre Complex, Cuffe Parade, Mumbai - 400005, Maharashtra, India

Facilities :

Secured Loans	Rs. In Millions 31.03.2011	Rs. In Millions 31.03.2010
Term loan	^(A)1722.220	^(B)2000.000
Working capital loan	^©820.091	^(D)642.418
Hire Purchase from Company	0.509	0.922
Total	2542.820	2643.340

Note:

(A) Term loans due for repayment with in a year Rs. 521.100 Millions

(B) Secured Loan Amount in Millions State Bank of India - Term loan 15000 add South Indian bank - Term loan 5000 add Total 20000

(C) Secured Loan Amount in Millions IDBI Bank - short term loan 3500 add - Working capital loan 0 add HDFC Bank Limited -Cash credit 140.02 add: Working capital loan- 0 add: packing credit-1200 add: SBI CC Rs. 3360.89 Total 8200.91

(D) Secured Loan Amount in Millions IDBI Bank - short term loan 3500 add - Working capital loan 0 add HDFC Bank Limited -Cash credit 0 add: Working capital loan- 1000 add: packing credit-1172.21 add: PC(SBI) Rs. 745.39 Add: SBI Cash Credit Rs. 6.58 Total 6424.18

Unsecured Loans	Rs. In Millions 31.03.2011	Rs. In Millions 31.03.2010
Working capital loan	^(A)1.397	^(B)374.455
Fixed deposits	^©70.595	^(D)65.255
Deferred sales tax loan	^(E)168.853	^(F)197.848
From other	9.818	17.896
Total	250.663	655.454

Note:

(A) Amount in Millions Term loan - 0 Book Overdraft- 13.97 Total 13.97

(B) Amount in Millions Term loan - 3500 Book Overdraft- 244.55 Total 3744.55

(D) A sum of Rs. 1.740 Millions falls due within next year 2010-2011

(E) of this a sum of Rs. 63.417 Millions falls due within a year

(F) of this a sum of Rs. 31.312 Millions falls due within a year


Banking Relations :	--

Auditors :
Name :	Brahmaya and Company Chartered Accountant
Address :	No.48, Masilamani Road, Royapettah, Chennai – 600014, Tamil Nadu, India
PAN No.:	AAAFB2481J

Holding Company:	Delphi Automotive systems Singapore Investments PTE Limited, Singapore

Fellow Subsidiaries :	Delphi Diesel Systems Limited, Spain Delphi Diesel Systems Limited, France Delphi Diesel Systems Aftermarket, France Delphi Diesel Aftermarket, UK Delphi Diesel Systems Limited, Brazil Delphi Diesel Systems, Gillingham, UK Delphi Diesel Systems, Sudbury, UK Delphi Diesel Systems, Mexico Delphi Diesel Systems, Turkey Delphi Automotive Systems India Private Limited, India Delphi Diesel Systems, Romania Delphi Electronics and Safety, Singapore Delphi Wanyuar Engine management Systems Company Limited, Beijing

Associates/Subsidiaries :	T.V. Sundram Iyengar and Sons Limited, India Lucas-TVS Limited, India

CAPITAL STRUCTURE

(AS ON )

Authorised Capital :

No. of Shares	Type	Value	Amount

50000000	Equity Shares	Rs. 10/- each	Rs. 500.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount

7920000	Equity Shares	Rs. 10/- each	Rs. 79.200 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		79.200	79.200	79.200
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		2363.937	2211.541	2168.104
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		2443.137	2290.741	2247.304
LOAN FUNDS
1] Secured Loans		2542.820	2643.340	2987.648
2] Unsecured Loans		250.663	655.454	797.413
TOTAL BORROWING		2793.483	3298.794	3785.061
DEFERRED TAX LIABILITIES		240.376	189.621	196.896

TOTAL		5476.996	5779.156	6229.261

APPLICATION OF FUNDS

FIXED ASSETS [Net Block]		4578.943	4846.152	2404.242
Capital work-in-progress		320.097	332.573	2799.435

INVESTMENT		2.450	2.450	2.954
DEFERREX TAX ASSETS		0.000	0.000	0.000

CURRENT ASSETS, LOANS & ADVANCES
	Inventories	938.258	607.110	679.687
	Sundry Debtors	642.285	495.448	625.021
	Cash & Bank Balances	19.030	11.215	24.787
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	396.065	372.703	496.036
Total Current Assets		1995.638	1486.476	1825.531
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditor	1227.991	805.556	639.096
	Other Current Liabilities	48.698	24.905	119.251
	Provisions	143.443	58.032	44.554
Total Current Liabilities		1420.132	888.493	802.901
Net Current Assets		575.506	597.981	1022.630

MISCELLANEOUS EXPENSES		0.000	0.000	0.000

TOTAL		5476.996	5779.156	6229.261

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		Income	6888.421	5402.984	4773.163
		Other Income	123.340	138.878	166.481
		TOTAL (A)	7011.761	5541.862	4939.644

Less	EXPENSES
		Consumption materials changes inventories	3999.565	3278.911	2805.773
		Manufacturing service costs	742.078	490.958	666.910
		Employee related expenses	672.313	534.207	966.253
		Administrative selling other expenses	284.204	243.716	80.143
		Research development expenditure	77.371	107.470	0.000
		TOTAL (B)	5775.531	4655.262	4519.079

Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		1236.230	886.600	420.565

Less	FINANCIAL EXPENSES (D)		303.827	324.227	74.886

	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		932.403	562.373	345.679

Less/ Add	DEPRECIATION/ AMORTISATION (F)		646.383	526.211	342.632

	PROFIT BEFORE TAX (E-F) (G)		286.020	36.162	3.047

Less	TAX (H)		50.782	(7.276)	(21.727)

	PROFIT AFTER TAX (G-H) (I)		235.238	43.438	24.774

Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		283.592	240.154	215.380

Less	APPROPRIATIONS
		Transfer to General Reserve	226.000	0.000	0.000
		Dividend	71.300	0.000	0.000
		Tax on Dividend	11.500	0.000	0.000
	BALANCE CARRIED TO THE B/S		210.030	283.592	240.154

	EARNINGS IN FOREIGN CURRENCY
		Export Earnings	694.182	477.619	954.150
		Income from Engineering Services	16.084	9.585	53.319
	TOTAL EARNINGS		710.266	487.204	1007.469

	IMPORTS
		Components	1624.271	1163.490	1195.849
		Machinery spares and tools	171.959	112.038	102.768
		Plant and Machinery	81.320	136.502	1024.542
	TOTAL IMPORTS		1877.55	1412.03	2323.159

	Earnings Per Share (Rs.)		29.7	5.48	3.13

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	3.35	0.78	0.50

Net Profit Margin (PBT/Sales)	(%)	4.15	0.67	0.06

Return on Total Assets (PBT/Total Assets}	(%)	4.35	0.57	0.07

Return on Investment (ROI) (PBT/Networth)		0.12	0.01	0.00

Debt Equity Ratio (Total Liability/Networth)		1.82	1.83	0.49

Current Ratio (Current Asset/Current Liability)		1.41	1.67	2.27

LOCAL AGENCY FURTHER INFORMATION

Check list by info Agents	Available in Report (Yes/ No)
Year of Establishment	Yes
Locality of the Firm	Yes
Constitution of the Firm	Yes
Premises details	No
Type of Business	Yes
Line of Business	Yes
Promoter’s Background	Yes
No. of Employees	No
Name of Person Contacted	No
Designation of Contact person	No
Turnover of Firm for last three years	Yes
Profitability for last three years	Yes
Reasons for variation <> 20%	-----------
Estimation for coming financial year	------------
Capital in the business	Yes
Details of sister concerns	Yes
Major Suppliers	No
Major Customers	No
Payments Terms	No
Export/ Imports Details (If applicable)	No
Market Information	---------------
Litigations that the firm/ Promoters Involved in	------------
Banking details	Yes
Banking Facility Details	Yes
Conduct of the Banking Account	------------
Buyer visit details	-----------
Financials, if provided	Yes
Incorporation details is applicable	Yes
Last Accounts filed at ROC	Yes
Major Shareholders, if available	Yes

Form 8

Corporate identity number of the company	U24117TN1952PLC005704
Name of the company	DELPHI – TVS DIESEL SYSTEMS LIMITED. (w.e.f 03.05.2002)
Address of the registered office or of the principal place of business in India of the company	No. 6, Patullos Road, Chennai – 600 002, Tamil Nadu, India
This form is for	Creation of charge
Type of charge	Movable Property (not being pledge)
Particular of charge holder	Export - Import Bank of India, Centre One Building, Floor 21, World Trade Centre Complex, Cuffe Parade, Mumbai – 400005, Maharashtra Email: eximchro@eximbankindia.in
Nature of instrument creating charge	Unattested Deed of Hypothecation of Moveable Fixed Assets dated March 29, 2012 executed by Delphi - TVS Diesel Systems Limited (the Borrower) in favour of Export-Import Bank of India ('Exim Bank') as security for the Term Loan of Rs. 1000.000 Millions / equivalent USD ('the Loan') granted to the Borrower by Exim Bank.
Date of instrument Creating the charge	29.03.2012
Amount secured by the charge	Rs. 1000.000 Millions
Brief of the principal terms an conditions and extent and operation of the charge	Rate of Interest Rupee Disbursements: G-Sec+300 basispoints per annum (p.a.) payable monthly on the 20th of every month Dollar Disbursements : LIBOR (6 Months) + 550 basis points p.a. payable with quarterly rests Terms of Repayment The Loan is repayable in 21 equal quarterly installments commencing after a moratorium of 2 years from the date of first disbursement Margin 30.30% Extent and Operation of the charge First paripassu charge on the entire moveable fixed assets of the Borrower, both present and future, excluding assets exclusively charged to other lenders

ECONOMIC SCENARIO AND OUTLOOK

The global economy has seen a revival with the outlook across North America and Europe improving. While growth continues to be strong in Asia, many countries, including India have seen inflation rising and emerging as a threat to the growth outlook in the medium term. Initially confined to high food prices, which had persisted despite a good monsoon, inflationary pressures are spilling over to other non-food segments, including manufactured products.

To combat inflation, driven by economic recovery and rising commodity prices, the Reserve Bank of India has continuously raised interest rates

AUTO INDUSTRY OVERVIEW

The automotive industry saw very good growth in the year 2010-11. The growth was across all categories, with the passenger vehicles segment growing by 29% and the commercial vehicles segment growing by 28% . Rural markets and the luxury car segment are expected to play a significant role as the Indian automobile industry seeks to double total sales over the next decade.

After having recorded a strong double-digit volume growth over the last two years, the auto and auto components industry may face strong headwinds in the year 2011-12 leading to moderation in growth contributed by firming up of commodity prices, rising fuel costs and interest rates. Most forecasts for growth in automobile sales for the year 2011-12 range between 12-14%.

Car Market

India is truly emerging as a global hub for compact cars with almost every global VM wanting to have a presence in this segment. Ford and Volkswagen successfully launched their small car offerings Figo and Polo in the Indian market.

The luxury car segment has taken off substantially in the last three years and current data suggests demand will be sustained in the long term.

While Mahindra and Mahindra have re-launched Logan as Verito, positioning it as a fuel efficient car, Tata Motors have successfully launched their Indica EV2 which fits our Common Rail System as the most fuel efficient car in that category.

All car launches now include a diesel version without which the model offering is considered incomplete. With the rise in gasoline prices, the market share for diesel cars is expected to increase further.

Rising commodity prices and interest rates have dampened the growth in the car segment. While the small car segment is expected to grow, a slow down is being seen in the high end cars.

Commercial Vehicle Segment

Small Commercial Vehicles

Tata Motors' Ace, fitted with a 2 cyl engine, continues to dominate this segment. The Directors are pleased to state that the company is the sole supplier of fuel injections systems for this vehicle.

The Company has achieved a breakthrough by meeting BS4 emission norms on Ace with the IDI engine using our Rotary FIE system.

Mahindra and Mahindra have also launched their version of the 2 cyl pick up truck named Maxximo to compete with Tata Motors.

Ashok Leyland's Dost and offering from Piaggio and Force Motors are expected to be launched shortly in this growing segment.

Tata Motors have launched a higher tonnage version of Ace and passenger vehicle called Venture.

Medium and Heavy Commercial Vehicles

The medium and heavy commercial vehicle segment continued to see an upswing in demand in the year 2010-11 with production registering a growth of 30% during the year under review.

With infrastructure receiving priority, the emphasis on well-built and better connected roads and manufacturers upgrading their engines for better fuel efficiency, the demand for commercial vehicles is likely to increase in the coming years.

The need to comply with higher emission norms has also spurred the increasing use of Common Rail technology in commercial vehicle application.

Although long term growth prospects are strong, in the short term, continued rise in interest rates and oil prices have resulted in a slow down in the sales of commercial vehicle industry in the first quarter.

Tractors

Tractor industry is rising remarkably with agriculture showing a positive growth in the last year. It registered an increase of about 12% during the year. Tractor manufacturers are upgrading and introducing additional features and are eyeing the overseas markets for growth. With the expectation of good monsoon and significant growth in agricultural production, tractor sales should continue to grow in the coming year.

COMPANY REVIEW

Operations Rotary Products

The volumes in rotary products for domestic markets showed a marginal increase of 6% but export volumes increased by 40% during the same period.

Rising raw material costs, increase in oil prices and in cost of power have resulted in erosion of margin for the rotary segment. However, the company has been able to recover some of the margins through steps aimed at improved productivity, quality measures and cost reduction.

The Company has secured contracts from a leading off-Highway equipment manufacturer and a leading Tractor manufacturer for supply of rotary fuel injection equipment.

With a view to further improving the performance, the company is working closely with manufacturers of tractors and off - Highway vehicles for supply of fuel injection systems to meet higher emission norms required in their future models. With a view to reducing costs further, the company has localised certain imported components.

The company continued to lay emphasis on implementation of modern manufacturing practices with the active co-operation of its employees.

Common Rail

The sales at Common rail plant at Oragadam, which started supply of pumps and injectors in the year 2009-10, has grown by 139% during the year. The successful launch of Indigo

ECS and Indica EV2 by Tata Motors fitting the Common Rail system has given further impetus to the growth of this plant.

The company has also won a contract for supply of fuel injection systems from a major multi-national car manufacturer. The company has also secured orders for development and supply of CR systems for cars and for SUVs to meet Euro V norms from a leading vehicle manufacturer.

The company has commenced supplies of its fuel injection systems using Unit Pump based Common Rail technology to leading SUV and commercial vehicle manufacturers.

The Company continues to invest significantly for localisation and expansion of capacity in the Oragadam plant.

Technical Centre

With a view to strengthening its application development capabilities in Common

Rail and other products, The Company has invested in a Technical Centre which houses new state-of-the-art facilities along with the facilities existing at its current Engineering Centre.

The Company is strengthening its engineering capabilities with induction of full time DDS experts based at its Technical Centre. In addition, the Company deputes engineers for a period of two years to Delphi Diesel

Systems for assistance in the application work for Delphi's global customers on a regular basis.

The Technical Centre has now developed capabilities for undertaking application development work in Common Rail. The Centre has also successfully developed rotary systems to meet BS4 emission norms.

During the year, the company incurred an expenditure of Rs. 1.263 Millions on R and D representing 1.83% of the turnover.

EOU Operations

Sales from the EOU Operations during the year at Rs. 1.524 Millions showed an increase of 62% against sales of Rs. 0.935 Million in the previous year.

CONTINGENT LIABILITY

Particulars	31.03.2011	31.03.2010
Sales Tax under dispute	2.182	2.182
Customs Duty	32.180	3.180
Service Tax	0.348	0.282
Income Tax under dispute	5.275	5.330
Bills Discounted with Banks*	1136.527	1142.488
Letters of credit outstanding	340.294	24.692
Bank Guarantee	21.177	18.497

* All the above Bills discounted are within due date

FIXED ASSETS:

Land
Building
Plant and Machinery
Furniture and Fixtures
Vehicles
Technical Knowhow
Lease hold Land

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. 54.38
UK Pound	1	Rs. 86.55
Euro	1	Rs. 69.30

INFORMATION DETAILS

Report Prepared by :

ACH

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	8
PAID-UP CAPITAL	1~10	7
OPERATING SCALE	1~10	8
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	7
--PROFITABILIRY	1~10	7
--LIQUIDITY	1~10	8
--LEVERAGE	1~10	7
--RESERVES	1~10	8
--CREDIT LINES	1~10	8
--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		68

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

938.258

607.110

642.285

495.448

19.030

11.215

0.000

0.000

396.065

372.703

1995.638

1486.476

1227.991

805.556

48.698

24.905

143.443

58.032

1420.132

888.493

575.506

597.981

3.35

0.78

4.15

0.67

4.35

0.57

0.12

0.01

1.82

1.83

1.41

1.67

Unit