MIRA INFORM REPORT

Report Date :

30.05.2012

IDENTIFICATION DETAILS

Name :	EPCOS INDIA PRIVATE LIMITED
Registered Office :	Kulia Kancharapara, P.O. Netaji Subhash Sanatorium, Kalyani, Nadia - 741251, West Bengal
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	08.11.1976
Com. Reg. No.:	21-030763
Capital Investment / Paid-up Capital :	Rs.886.014 Millions
CIN No.: [Company Identification No.]	U92131WB1976PTC030763
TAN No.: [Tax Deduction & Collection Account No.]	NSKE00321G
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturer of Capacitors, Solar Modules, Metallised Film Capacitors, etc
No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

Ba (46)

RATING		STATUS	PROPOSED CREDIT LINE
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory

Maximum Credit Limit :	USD 5600000
Status :	Satisfactory
Payment Behaviour :	Usually Correct
Litigation :	Clear
Comments :	Subject is a 100% subsidiary of EPCOS AG, Germany and a part of Epcos Group, worldwide. It is an established company having satisfactory track. Trade relations are reported as fair. Business is active. Payments are reported to be usually correct and as per commitments. In view of strong parent company, the subject can be considered 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 :	Kulia Kancharapara, P.O. Netaji Subhash Sanatorium, Kalyani, Nadia - 741251, West Bengal, India
Tel. No.:	91-253-2205103 / 2353756/ 2353760 / 33-25891410
Fax No.:	91-253-2353761 / 33-25891418
E-Mail :	jayesh.thakkar@epcos.com hs.banerjee@epcos.com aniruddha.patil@epcos.com nilanjan.ghatak@epcos.com aniruddha.patil@epcos.com
Website :	http://www.epcos.com
Area :	1000 sq. ft.
Location :	Owned
Factory/ Godown :	Plot No. E-22/25, MIDC Industrial Area, Satpur, Nasik-422007, Maharashtra, India
Tel. No.	91-253-2353756
Fax No.	91-253-2353761
Area :	24000 sq. mtrs. (Owned)
Branches :	Located at : New Delhi Kolkata, West Bengal Mumbai, Maharashtra Bangalore, Karnataka

DIRECTORS

As on: 06.09.2011

Name :	Mr. Tushar Kanta Mishra
Designation :	Director
Address :	217-A, Kedar Gouri Road, Bubneshwar – 751 002, Orissa, India
Date of Birth/Age :	25.09.1936
Date of Appointment :	30.09.2002
DIN No.:	00112178
Name :	Mr. Hari Shankar Banerjee
Designation :	Director
Address :	G 18 and 19, Serene Meadows, Gangapur Road, Nashik – 422 013, Maharashtra, India
Date of Birth/Age :	05.07.1958
Date of Appointment :	22.02.2001
DIN No.:	00041860
Name :	Mr. Balakrishnan Natarajan
Designation :	Managing Director
Address :	A 804, Mantri Elegance, N S Palya, Banerghatta Road, Bangalore – 560076, Karnataka, India
Date of Birth/Age :	01.06.1957
Date of Appointment :	01.10.2012
DIN No.:	00112332
Name :	Mr. Nagesh Vishnu Nadig
Designation :	Director
Address :	3^rd Floor, Adimay 55, Navshya Ganpati, Sector B, Gangapur Road, Nashik – 422 013, Maharashtra, India
Date of Birth/Age :	23.06.1962
Date of Appointment :	17.09.2008
DIN No.:	02340175
Name :	Mr. Werner Faber
Designation :	Director
Address :	Ganghoferstr 19, Brannenburg, Germany - 83098
Date of Birth/Age :	24.09.1948
Date of Appointment :	25.01.2010
DIN No.:	02946367

KEY EXECUTIVES

Name :	Mr. Jayesh Kumar Thakkar
Designation :	Secretary
Address :	D – 1, Atharva Bungalows, Kale Nagar, Ananadwalli Gangapur Road, Nashik – 422013, Maharashtra, India
Date of Birth/Age :	23.09.1977
Date of Appointment :	09.12.2008
PAN No :	ADNPT6321K

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on: 06.09.2011

Names of Shareholders	No. of Shares
EPCOS AG, Germany	88601337
EPCOS AG Jointly with EPCOS Electronic Components S. A., Spain	42
Total	88601379

Equity Share Break up (Percentage of Total Equity)

As on: 06.09.2011

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 of Capacitors, Solar Modules, Metallised Film Capacitors, etc

Products :

· Air flow sensor · Battery control unit · DC/DC converter & inverter · Electrical injection · Engine control unit (ECU) · Fuel pump, diesel filter control unit · NOx reduction · Radiator cooling fan control unit · Radiator temperature sensor · Starter generator · Temperature measurement · Throttle control valve · Transmission control unit · Water pump · Air conditioning, heating, cooling, ventilation · Automatic parking aid · Car alarm · Car navigation system · Climate car seat · Cruise control system · Electrical power steering · Heated steering wheel · Parking distance control · Passive entry system, remote start · Remote keyless entry · Small motor drives (e.g. mirrors, seats, windows, doors) · Airbag control unit · Braking system control unit (ABS/ESP) · Cruise control, distance radar control unit · Dashboard systems · Electronic wedge brake · HID lamps · Light module control unit · Tire pressure monitoring unit

PRODUCTION STATUS (31.03.2011)

Particulars	Unit	Actual Production
AC Capacitors and Sprayed Coils	Nos	31130
Moralized Film	Kgs	1765
DC Capacitors	Nos	233645
Soft Ferities	Kgs	3054

GENERAL INFORMATION

No. of Employees :

Not Available

Bankers :

• Citi Bank N.A., 41, Chowringhee Road, Kolkata – 700 071, West Bengal, India

· Deutsche Bank, Hazarimal Somani Marg, Near Sterling Cinema, Fort, Mumbai – 400 001, Maharashtra, India

· Citi Bank, 2413, Kumar Capital, East Street, Camp, Pune-411001, Maharashtra, India

Facilities :

(Rs. In Millions)

Secured Loan	As on 31.03.2011	As on 31.03.2010
Working capital loans bank secured	535.000	698.020
Total	535.000	698.020
Unsecured Loan	As on 31.03.2011	As on 31.03.2010
Other debt unsecured	1373.070	840.516
Total	1373.070	840.516

Banking Relations :
Auditors :
Name :	S. R. Batliboi and Company Chartered Accountants
Address :	C-401, 4^th Floor, Panchshil Tech park, Yerwada, Pune-411 006, Maharashtra, India
PAN.:	AALFS0506L
Holding Company :	EPCOS AG, Germany
Ultimate Holding :	TDK EPC Corporation, Japan
Fellow Subsidiaries :	EPCOS Electronic Components, S.A., Spain EPCOS Do Brazil Limited, Brazil EPCOS SAS, France EPCOS, S.R.O., Czech Republic EPCOS Zhuhai Company Limited, China EPCOS Zhuhai (FTZ) Company Limited, China EPCOS PTE Limited, Singapore EPCOS Elektronikai Alkatresz Kft., Hungary EPCOS Limited, Hong Kong EPCOS Inc., Iselin, USA EPCOS OHG Deutschlandberg, Austria EPCOS K.K., Japan EPCOS Auhai Feida Electronics Company, China

CAPITAL STRUCTURE

As on: 31.03.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
90000000	Equity Shares	Rs.10/- each	Rs.900.000 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
88601379	Equity Shares	Rs.10/- each	Rs.886.014 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		886.014	886.014	886.014
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		523.701	269.606	60.943
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		1409.715	1155.620	946.957
LOAN FUNDS
1] Secured Loans		535.000	698.020	724.380
2] Unsecured Loans		1373.070	840.516	1142.519
TOTAL BORROWING		1908.070	1538.536	1866.899
DEFERRED TAX LIABILITIES		0.000	6.658	0.000
TOTAL		3317.785	2700.814	2813.856
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		1663.622	1394.300	1553.435
Capital work-in-progress		222.245	179.231	139.227
INVESTMENT		0.000	0.000	0.000
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	965.316	683.083	662.755
	Sundry Debtors	1152.466	1061.696	773.515
	Cash & Bank Balances	216.345	66.774	76.654
	Other Current Assets	0.000	0.000	84.299
	Loans & Advances	313.066	262.395	249.343
Total Current Assets		2647.193	2073.948	1846.566
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	804.958	634.199	574.227
	Other Current Liabilities	315.456	277.165	111.389
	Provisions	106.767	35.301	39.756
Total Current Liabilities		1227.181	946.665	725.372
Net Current Assets		1420.012	1127.283	1121.194
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
Other Assets		11.906	0.000	0.000
TOTAL		3317.785	2700.814	2813.856

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		Sales and Other Income	5770.373	4537.200	3784.459
		TOTAL	5770.373	4537.200	3784.459
Less	EXPENSES
		Office Expenses
		Administrative Expenses
		Advertising Expenses
		TOTAL	4970.334	3825.371	3329.315
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION		800.039	711.829	455.144
Less/ Add	DEPRECIATION/ AMORTISATION		300.138	443.508	430.332
	PROFIT BEFORE TAX		499.901	268.321	24.812
Less	TAX		245.806	59.658	(8.562)
	PROFIT AFTER TAX		254.095	208.663	33.374
	EARNINGS IN FOREIGN CURRENCY
		Export Earnings	3023.335	2224.089	2261.788
		Agency Commission	40.561	27.967	29.110
		Discount received	3.244	1.743	3.068
		Others(Misc other Income)	0.698	2.911	0.000
	TOTAL EARNINGS		3067.838	2256.710	2293.966
	IMPORTS
		Raw Materials	1490.801	1021.382	944.193
		Stores & Spares	69.986	50.837	55.743
		Capital Goods	205.506	191.109	157.711
		Trading Goods	103.143	142.243	119.973
	TOTAL IMPORTS		1869.436	1405.571	1277.620
	Earnings Per Share (Rs.)		2.87	2.36	0.38

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	4.40	4.60	0.88
Net Profit Margin (PBT/Sales)	(%)	8.66	5.91	0.66
Return on Total Assets (PBT/Total Assets}	(%)	11.60	7.74	0.73
Return on Investment (ROI) (PBT/Networth)		0.35	0.23	0.03
Debt Equity Ratio (Total Liability/Networth)		2.22	2.15	2.74
Current Ratio (Current Asset/Current Liability)		2.16	2.19	2.55

LOCAL AGENCY FURTHER INFORMATION

Check List by Info Agents	Available in Report [Yes/No]
Year of Establishment	Yes
Locality of the Firm	Yes
Construction of the firm	Yes
Premises details	Yes
Type of Business	Yes
Line of Business	Yes
Promoters 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	No
Capital the business	Yes
Details of sister concerns	Yes
Major Suppliers	No
Major Customers	No
Payment Terms	No
Export / Import Details [If Applicable]	No
Market Information	-
Litigations that the firm / promoter involved in	-
Banking Details	Yes
Banking Facility Details	Yes
Conduct of the banking account	-
Buyer visit details	-
Financials, if provided	Yes
Incorporation details, if applicable	Yes
Last accounts filed at ROC	Yes
Major Shareholders, if applicable	Yes

NATURE OF OPERATIONS:

The Company was incorporated on November 8, 1976 under the Companies Act, 1956. The Company is a

wholly owned subsidiary of EPCOS AG, Germany ('the Holding Company').

The Company has two divisions:

• Ferrites division - The Plant is located at Kalyani and is engaged in the manufacturing of ferrite cores.

• Capacitors division - The Plants is located at Nashik and Bawal and are engaged in the manufacturing of metalized plastic film capacitors and metalized plastic film.

The Company's products are sold in the domestic as well as international market. The Company also trades in products manufactured by the group companies and obtains commission for the procurement of orders in the domestic market for the group companies.

OPERATIONS:

The Company continued to maintain its trend of growth. At 5,770 Mio, the turnover increased by 27% over the previous year 4,537 Mio. The Depreciation is lower as compared to previous year as there was no impairment provision in the current due to turn around in the ferrites business, as a result the profit before tax (PBT) registered an increase of 86% at 499 Mio as compared to 268 Mio in the previous year. The tax expenses were higher in the current year due to disallowance of brought deprecation losses of 235 Million for earlier years.

FUTURE OUTLOOK:

Central government has announced high infrastructure spending budget which is expected to induce demand and accelerate growth to around 8-9 % in the next year. The company therefore expects to grow in all product segments. The company’s initiative to set up a separate division for medium voltage capacitors has helped in making substantial inroads for the supply to the electricity transmission and distribution sector. The company expects substantial growth in this segment pursuant to the budgetary support from the central government The Company will continue its focus on new product developments in AC and PFC capacitors in order to provide comprehensive range cater to additional segments and cost effective products. Market situation apart, the Company is continuously focusing on productivity improvement, effective cost control and efficient management of resources for achieving profitable growth.

CONTINGENT LIABILITIES:

Particular	As on 31.03.2011	As on 31.03.2010
Claim against the company not acknowledged as debts:
Excise authorities (Refer Note 1)	11.132	11.132
Income taxes (Refer Note 2)	153.351	153.351

Notes:

1) Demand received from excise authorities in relation to duty payable (including penalty) on gain on prepayment of sales tax deferral loan Rs.11.132 Millions pending with CESTAT (Customs Excise Service Tax Appellate Tribunal)

2) Disallowances made in the transfer pricing assessments of the Company for the financial years relevant to assessment years 2002-03 and

2003-2004.

Interest on ECB (External Commercial Borrowing) loan for acquisition of fixed asset Rs.1.137 Millions was disallowed in the F.Y. 2004-05. Company has filed Appeal against this requesting to allow depreciation after capitalisation. Appeal is pending before Commissioner of Income Tax Tribunal (Appellate).

Bankers Charges Report as per Registry

This form is for	Creation of charge
Corporate identity number of the company	U92131WB1976PTC030763
Name of the company	EPCOS INDIA PRIVATE LIMITED
Address of the registered office or of the principal place of business in India of the company	Kulia Kancharapara, P. O. Netaji Subhash Sanatorium, Kalyani, Nadia – 741 251, West Bengal, India
Type of charge	Book Debts Floating Charge
Particular of charge holder	Citi Bank N.A. 41, Chowringhee Road, Kolkata – 700 071, West Bengal, India E-Mail: Jesslyn.nazareth@citi.com
Nature of description of the instrument creating or modifying the charge	Goods security Agreement for Loan and cash credit facilities
Date of instrument Creating the charge	13.03.2008
Amount secured by the charge	Rs.605.000 Millions
Brief particulars of the principal terms an conditions and extent and operation of the charge	Rate of Interest 13.50% p.a. Terms of Repayment On demand Margin 25% Extent and Operation of the charge The whole of stocks and book debts
Short particulars of the property charged	All the borrowers stocks of raw materials, semi finished and finished goods, stores, in the borrowers premises or godowns situated at E – 22-25, MIDC, Satpur, Nashik – 422007 or at Kulia Kancharapara, P. O. Netaji Subhash Sanatorium, Kalyani, Nadia – 741 251, West Bengal, India

PRESS RELEASES:

Enlargement of the EPCOS Management Board (EPCOS AG)

The Supervisory Board of EPCOS AG, a TDK group company, decided to make the following changes to the composition of the Management Board:

Dr. Norbert Hess (52) and Christian Block (49) were appointed to the Management Board of EPCOS AG effective June 1, 2012. Initially, the two new appointees will serve as deputies for Dr. Werner Faber until June 30, 2012. In agreement with the Supervisory Board, Dr. Faber will step down from the Management Board of EPCOS AG effective June 30, 2012, and will stand as a candidate for a seat on the Supervisory Board at EPCOS' Annual General Meeting on July 26, 2012.

Effective July 1, 2012, Dr. Hess will, as a member of the EPCOS Management Board, assume responsibility for the business of the Aluminum Electrolytic Capacitors, Film Capacitors, Magnetics, Piezo and Protection Devices and Sensors Business Groups. Additionally, he will shoulder Management Board responsibility for Technology and Quality. Dr. Hess' most recent position in the Group was that of Chief Executive Officer (CEO) of the PPD Business Group. An engineer with a doctorate in materials science, Dr. Hess has worked for EPCOS and its predecessor companies since 1987.

Also effective July 1, 2012, Block will, as a member of the EPCOS Management Board, assume responsibility for the business of the Systems, Acoustics, Waves Business Group. Beside his position on the Management Board, Block will retain his duties as Chief Executive Officer (CEO) and Chief Technology Officer (CTO) at the SAW Business Group. With a degree in electrical engineering Block has worked for EPCOS and its predecessor companies since 1989.

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.55.58
UK Pound	1	Rs.87.14
Euro	1	Rs.69.73

INFORMATION DETAILS

Report Prepared by :

VRN

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	6
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	5
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	5
--PROFITABILIRY	1~10	5
--LIQUIDITY	1~10	5
--LEVERAGE	1~10	5
--RESERVES	1~10	5
--CREDIT LINES	1~10	5
--MARGINS	-5~5	-
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	YES
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		46

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

Financial condition (40%) Ownership background (20%) Payment record (10%)

Credit history (10%) Market trend (10%) Operational size (10%)

RATING EXPLANATIONS

RATING		STATUS	PROPOSED CREDIT LINE
>86	Aaa	Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums	Unlimited
71-85	Aa	Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums	Large
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small
11-25	Ca	Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity	Limited with full security
<10	C	Absolute credit risk exists. Caution needed to be exercised	Credit not recommended
-	NB	New Business	-

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.