MIRA INFORM REPORT

Report Date :

24.11.2012

IDENTIFICATION DETAILS

Name :	CLUTCH AUTO LIMITED
Registered Office :	2 – E/14, 1^st Floor, Jhandewallan Extension, New Delhi – 110055
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	13.05.1971
Com. Reg. No.:	55-005634
Capital Investment / Paid-up Capital :	Rs. 179.331 millions
CIN No.: [Company Identification No.]	L34300DL1971PLC005634
TAN No.: [Tax Deduction & Collection Account No.]	DELC05802G
Legal Form :	A Public Limited Liability company. The company’s Share are Listed on the Stock Exchange.
Line of Business :	Manufacturer and Exporter of Clutch.
No. of Employees :	627 (Approximately)

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 6690000
Status :	Satisfactory
Payment Behaviour :	Usually Correct
Litigation :	Clear
Comments :	Subject 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. 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 – June 30, 2012

Country Name	Previous Rating (31.03.2012)	Current Rating (30.06.2012)
India	A1	A1

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

INDIAN ECONOMIC OVERVIEW

India is developing into an open-market economy, yet traces of its past autarkic policies remain. Economic liberalization, including industrial deregulation, privatization of state-owned enterprises, and reduced controls on foreign trade and investment, began in the early 1990s and has served to accelerate the country's growth, which has averaged more than 7% per year since 1997. India's diverse economy encompasses traditional village farming, modern agriculture, handicrafts, a wide range of modern industries, and a multitude of services. Slightly more than half of the work force is in agriculture, but services are the major source of economic growth, accounting for more than half of India's output, with only one-third of its labor force. India has capitalized on its large educated English-speaking population to become a major exporter of information technology services and software workers. In 2010, the Indian economy rebounded robustly from the global financial crisis - in large part because of strong domestic demand - and growth exceeded 8% year-on-year in real terms. However, India's economic growth in 2011 slowed because of persistently high inflation and interest rates and little progress on economic reforms. High international crude prices have exacerbated the government's fuel subsidy expenditures contributing to a higher fiscal deficit, and a worsening current account deficit. Little economic reform took place in 2011 largely due to corruption scandals that have slowed legislative work. India's medium-term growth outlook is positive due to a young population and corresponding low dependency ratio, healthy savings and investment rates, and increasing integration into the global economy. India has many long-term challenges that it has not yet fully addressed, including widespread poverty, inadequate physical and social infrastructure, limited non-agricultural employment opportunities, scarce access to quality basic and higher education, and accommodating rural-to-urban migration.

Source : CIA

RBI DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available RBI Defaulters’ list.

EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of 31-03-2012.

INFORMATION DENIED BY

Name :	Mr. Gulati
Designation :	Finance Manager
Contact No.:	91-129-2565000
Date :	27.09.2012

LOCATIONS

Registered Office :	2 – E/14, 1^st Floor, Jhandewallan Extension, New Delhi – 110055, India
Tel. No.:	91-11-23683548
Fax No.:	91-11-23683548
E-Mail :	cs@clutchauto.com
Website :	http://clutchauto.com
Factory / Administrative Office :	Plot No. 1A, Sector 27D, 12/4 Mathura Road, Faridabad, Harayana - 121003, India
Tel. No.:	91-129-2565000
Fax No.:	91-129-2275246 / 2276039
E-Mail :	vkm@clutchauto.com cal@giasdl01.vsnl.net.in cal@nda.vsnl.net.in

DIRECTORS

As on 31.03.2011

Name :

Mr. Vijay krishan Mehta

Designation :

Managing Director

Address :

S – 217, Greater Kailash Part – 2, New Delhi – 110048, India

Date of Birth/Age :

03.03.1941

Qualification :

B.E. (Mech.)

Experience :

45 Years

Date of Appointment :

26.05.1971

DIN No.:

00053482

Other Directorship:

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	L34300DL1971PLC005634	CLUTCH AUTO LIMITED	Managing director	26/05/1971	26/05/1971	-	Active	NO
2	U34300DL1981PTC012491	SUPPORT AUTOMOTIVE PRIVATE LIMITED	Director	17/10/1981	17/10/1981	-	Active	NO
3	U74899DL1983PTC015999	ANUJ HOLDING PRIVATE LIMITED	Director	24/06/1983	24/06/1983	25/06/2009	Active	NO
4	U70109DL2011PLC216341	INCREDIBLE HOUSING DEVELOPMENT LIMITED	Director	22/03/2011	22/03/2011	30/07/2012	Active	NO

Name :

Mr. Kewal Krishan Taneja

Designation :

Director

Address :

G – 238, Sarita Vihar, New Delhi – 110076, India

Date of Birth/Age :

23.02.1935

Date of Appointment :

20.08.1997

DIN No.:

00053226

Other Directorship:

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	L34300DL1971PLC005634	CLUTCH AUTO LIMITED	Director	20/08/1997	20/08/1997	-	Active	NO
2	U26994OR1992PLC003132	ORIND EXPORTS LIMITED.	Director	17/10/1998	17/10/1998	-	Active	NO

Name :

Mr. Chandra Shekhar Aggarwal

Designation :

Director

Address :

R – 519, New Rajinder Nagar, New Delhi – 110060, India

Date of Birth/Age :

03.01.1939

Date of Appointment :

27.09.2008

DIN No.:

01539616

Other Directorship:

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	L92111DL1985PLC021095	CALCOM VISION LIMITED	Director	15/11/1989	15/11/1989	31/07/2007	Active	NO
2	L34300DL1971PLC005634	CLUTCH AUTO LIMITED	Director	27/09/2008	26/07/2008	-	Active	NO

Name :

Mr. Anuj Mehta

Designation :

Whole-time Director

Address :

S – 217, Greater Kailash Part – 2, New Delhi – 110048, India

Date of Birth/Age :

01.10.1969

Qualification :

MBA

Experience :

18 Years

Date of Appointment :

01.07.2007

DIN No.:

00047381

Other Directorship:

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	U74899DL1983PTC015999	ANUJ HOLDING PRIVATE LIMITED	Director	01/03/1995	01/03/1995	30/03/2009	Active	NO
2	U34300DL1981PTC012491	Support Automotive Private Limited	Director	26/03/1997	26/03/1997	-	Active	NO
3	L34300DL1971PLC005634	CLUTCH AUTO LIMITED	Whole-time director	01/07/2007	18/01/1999	-	Active	NO
4	U99999DL1959PLC176013	AUTOMOTIVE COMPONENT MANUFACTURERS ASSOCIATION OF INDIA	Director	03/09/2009	03/09/2009	-	Active	NO
5	U70109DL2011PLC216341	INCREDIBLE HOUSING DEVELOPMENT LIMITED	Director	22/03/2011	22/03/2011	-	Active	NO

Name :

Ms. Pooja Kapur

Designation :

Director

Address :

D – 9, Kalindi Colony, New Delhi – 110065, India

Date of Birth/Age :

15.07.1966

Date of Appointment :

25.08.2006

DIN No.:

00047231

Other Directorship:

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	L34300DL1971PLC005634	CLUTCH AUTO LIMITED	Director	25/08/2006	24/02/2006	-	Active	NO
2	U70109DL2011PLC216341	INCREDIBLE HOUSING DEVELOPMENT LIMITED	Director	22/03/2011	22/03/2011	-	Active	NO
3	U50200DL2012PTC237565	KANAV INDUSTRIES PRIVATE LIMITED	Director	15/06/2012	15/06/2012	-	Active	NO
4	U28910DL1982PLC013897	C A CLUTCH VISION LIMITED	Additional director	20/08/2012	20/08/2012	-	Active	NO

Name :

Mr. Avinash P Gandhi

Designation :

Director

Address :

C – 2/14, Safdar Jung, Development Area, New Delhi – 110016, India

Date of Birth/Age :

01.10.1938

Date of Appointment :

29.09.2009

DIN No.:

00161107

Other Directorship:

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	L74899DL1981PLC012804	LUMAX INDUSTRIES LIMITED	Director	31/07/2002	31/07/2002	-	Active	NO
2	U45201HR1982PLC014785	UNIPRODUCTS (INDIA) LIMITED	Director	30/10/2003	30/10/2003	-	Active	NO
3	L34300MH1990PLC055300	FAIRFIELD ATLAS LIMITED	Director	31/10/2003	31/10/2003	-	Active	NO
4	U74140DL2004PTC127802	AVINAR CONSULTING PRIVATE LIMITED	Director	22/07/2004	22/07/2004	-	Active	NO
5	U74899DL1994PTC060689	PANALFA AUTOMOTIVE PRIVATE LIMITED	Director	21/10/2004	21/10/2004	-	Active	NO
6	L31900DL1983PLC016304	HAVELLS INDIA LIMITED	Director	12/05/2005	12/05/2005	-	Active	NO
7	U34300DL1996PLC081210	CONTINENTAL ENGINES LIMITED	Director	06/10/2005	06/10/2005	22/12/2011	Active	NO
8	L74899DL1985PLC020401	MINDA CORPORATION LIMITED	Director	28/01/2006	28/01/2006	-	Active	NO
9	L29130MH1962PLC012340	FAG BEARINGS INDIA LIMITED	Director	21/04/2011	20/04/2006	-	Active	NO
10	L74999DL1979PLC009937	INDO ALUSYS INDUSTRIES LIMITED	Director	25/09/2006	31/07/2006	-	Active	NO
11	U28920KA1995PLC017793	ALUCAST AUTO PARTS LIMITED	Director	23/01/2007	23/01/2007	01/09/2008	Active	NO
12	U29221DL2007PLC160549	PANALFA AUTOELEKTRIK LIMITED	Director	19/03/2007	19/03/2007	-	Active	NO
13	U34300DL2007PTC157344	MINDA VALEO SECURITY SYSTEMS PRIVATE LIMITED	Director	23/09/2008	31/05/2007	-	Active	NO
14	U28910PB2001PLC024790	R.N.GUPTA AND COMPANY LIMITED	Director	30/09/2011	03/05/2008	-	Active	NO
15	U34102AP1998PLC029977	M.L.R.MOTORS LIMITED	Director	30/09/2009	20/02/2009	-	Active	NO
16	U29253DL2006PTC155275	MINDA FURUKAWA ELECTRIC PRIVATE LIMITED	Director	30/09/2009	03/03/2009	-	Active	NO
17	L34300DL1971PLC005634	CLUTCH AUTO LIMITED	Director	29/09/2009	18/04/2009	-	Active	NO
18	U34300DL1988PTC030280	TECH AUTO PRIVATE LIMITED	Director	06/03/2010	06/03/2010	-	Active	NO
19	U31905DL1981PLC127345	MINDA SAI LIMITED	Director	05/08/2011	09/04/2011	-	Active	NO

KEY EXECUTIVES

Name :	Manish Rai
Designation :	Company Secretary
Name :	Mr. Gulati
Designation :	Finance Manager

SHAREHOLDING PATTERN

As on 30.06.2012

Names of Shareholders	No. of Shares	Percentage of Holding
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Individuals / Hindu Undivided Family	6814318	36.33
Sub Total	6814318	36.33
(2) Foreign
Total shareholding of Promoter and Promoter Group (A)	6814318	36.33
(B) Public Shareholding
(1) Institutions
Mutual Funds / UTI	5350	0.03
Financial Institutions / Banks	3525	0.02
Foreign Institutional Investors	20000	0.11
Sub Total	28875	0.15
(2) Non-Institutions
Bodies Corporate	3752080	20.00
Individuals
Individual shareholders holding nominal share capital up to Rs. 0.100 million	6747135	35.97
Individual shareholders holding nominal share capital in excess of Rs. 0.100 million	1019868	5.44
Any Others (Specify)	396604	2.11
NRIs/OCBs	291492	1.55
Clearing Members	94812	0.51
Trusts	300	0.00
Directors & their Relatives & Friends	10000	0.05
Sub Total	11915687	63.52
Total Public shareholding (B)	11944562	63.67
Total (A)+(B)	18758880	100.00
(C) Shares held by Custodians and against which Depository Receipts have been issued	0	0.00
(1) Promoter and Promoter Group	0	0.00
(2) Public	0	0.00
Sub Total	0	0.00
Total (A)+(B)+(C)	18758880	0.00

BUSINESS DETAILS

Line of Business :

Manufacturer and Exporter of Clutch.

Products :

Product Description	ITC Code
Clutch Plate Cover Assembly	87.08
Mettalic Disc	87.10

PRODUCTION STATUS (As on 31.03.2011)

Particulars	Unit	Installed Capacity	Actual Production
Clutch Plates/ Discs		2000000	1352917
Clutch Cover Assemblies		1500000	890105
Clutch Repair Kits		200000	370342
Metallic Clutch Plates/ Discs		30000	11965
Ceramic Metallic Pad		200000	--

GENERAL INFORMATION

Customer:

· Mahindra

· Maruti Suzuki

· TATA

· Eicher

· Ace

· Swaraj Enterprise

· Voltas Limited

· Bajaj

No. of Employees :

627 (Approximately)

Bankers :

· State Bank of Travancore

· State Bank of India

· Central Bank of India

· DBS Bank Ltd.

· Canara Bank

· Export Import Bank of India

Facilities :

Secured Loan	As on 31.03.2011 (Rs. in Millions)	As on 31.03.2010 (Rs. in Millions)
Term Loans Term Loan from bank Term Loans from others Working Capital from Banks	30.566 745.087 1001.919	39.988 586.852 1003.851
Total	1777.572	1630.691
Unsecured Loan	As on 31.03.2011 (Rs. in Millions)	As on 31.03.2010 (Rs. in Millions)
Council of Science and Industrial Research (CSIR) IDC/Others Deffered accrued interest on above	149.335 5.000 11.232	137.000 0.000 6.907
Total	165.567	143.907

Financial Institute :

· Rajasthan State Industrial Development and Investment Corporation Limited, Udyog Bhawan, Tilak Marg, Jaipur – 302005, Rajasthan, India

· Religare Finvest Limited, D3, P3B, District Centre, Saket, New Delhi – 110017, Delhi, India

Banking Relations :	--
Auditors :
Name :	B Aggarwal and Company Chartered Accountants
Address :	8/19, GF, Smile Chambers, W.E.A., Karol Bagh, New Delhi – 110005, India
PAN No.:	AAAFB3603N
Enterprises over which key management personnel are able to exercise significant influence :	· Macas Brakes Automotive Private Limited · Kanav Engineering · C.A. Ancillary · Sai Print and Pack

CAPITAL STRUCTURE

As on 31.03.2011

Authorized Capital:

No. of Shares	Type	Value	Amount
20000000	Equity Shares	Rs. 10/- each	Rs. 200.000 millions

Issued Capital:

No. of Shares	Type	Value	Amount
17937780	Equity Shares	Rs. 10/- each	Rs. 179.378 millions

Subscribed & Paid-up Capital:

No. of Shares	Type	Value	Amount
17931580	Equity Shares	Rs. 10/- each	Rs. 179.316 millions
6200	Add : Shares Forfeited		Rs. 0.015 millions
	TOTAL		Rs. 179.331 millions

As on 30.09.2011

Authorized Capital:

No. of Shares	Type	Value	Amount
20000000	Equity Shares	Rs. 10/- each	Rs. 200.000 millions

Issued, Capital Subscribed & Paid-up Capital:

No. of Shares	Type	Value	Amount
18758880	Equity Shares	Rs. 10/- each	Rs. 187.589 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		179.331	166.834	163.154
2] Share Application Money		10.715	35.600	0.000
3] Reserves & Surplus		1484.417	1347.702	1249.981
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		1674.463	1550.136	1413.135
LOAN FUNDS
1] Secured Loans		1777.572	1630.691	1142.376
2] Unsecured Loans		165.567	143.907	109.139
TOTAL BORROWING		1943.139	1774.598	1251.515
DEFERRED TAX LIABILITIES		17.000	27.000	35.900
TOTAL		3634.602	3351.734	2700.550
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		1542.133	1590.267	1333.309
Capital work-in-progress		496.093	324.687	179.603
INVESTMENT		0.000	0.000	0.000
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	637.449	556.150	463.105
	Sundry Debtors	1238.609	1079.682	967.435
	Cash & Bank Balances	52.736	108.081	125.686
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	306.003	331.261	246.008
Total Current Assets		2234.797	2075.174	1802.234
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	432.800	487.229	461.468
	Other Current Liabilities	102.147	70.363	73.413
	Provisions	103.474	80.802	80.388
Total Current Liabilities		638.421	638.394	615.269
Net Current Assets		1596.376	1436.780	1186.965
MISCELLANEOUS EXPENSES		0.000	0.000	0.673
TOTAL		3634.602	3351.734	2700.550

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		Income	2505.214	2299.806	1974.488
		Other Income	9.124	2.636	0.729
		TOTAL (A)	2514.338	2302.442	1975.217
Less	EXPENSES
		Raw Materials and Components consumed	1459.261	1354.665	1120.100
		Personal Expenses	233.989	221.100	212.837
		Other Expenses	421.147	414.745	381.183
		Preliminary and Deferred Revenue expenses written off	0.000	0.672	0.673
		Increase / Decrease in Stock	(23.049)	(54.917)	(8.060)
		TOTAL (B)	2091.348	1936.265	1706.733
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		422.990	366.177	268.484
Less	INTEREST (D)		164.525	135.192	134.604
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		258.465	230.985	133.880
Less/ Add	DEPRECIATION/ AMORTISATION (F)		162.766	139.749	77.619
	PROFIT BEFORE TAX (E-F) (G)		95.699	91.236	56.261
Less	TAX (H)		8.000	7.264	11.666
	PROFIT AFTER TAX (G-H) (I)		87.699	83.972	44.595
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		677.902	593.930	549.335
	BALANCE CARRIED TO THE B/S		765.601	677.902	593.930
	EARNINGS IN FOREIGN CURRENCY
		Export Earnings	207.378	257.800	325.581
	TOTAL EARNINGS		207.378	257.800	325.581
	IMPORTS
		Raw Materials	50.390	305.879	136.989
		Capital Goods	0.000	136.566	19.008
	TOTAL IMPORTS		50.390	442.445	155.997
	Earnings Per Share (Rs.)		4.89	5.03	2.73

QUARTERLY RESULTS

PARTICULARS	30.06.2011	30.09.2011	31.12.2011	31.03.2012	30.06.2012
	1^st Quarter	2^nd Quarter	3^rd Quarter	4^th Quarter	5^th Quarter
Net Sales	538.080	602.770	664.260	653.180	312.440
Total Expenditure	441.310	495.280	547.100	537.670	255.180
PBIDT (Excl OI)	96.770	107.490	117.160	115.510	57.260
Other Income	0.000	0.000	0.000	0.000	0.000
Operating Profit	96.770	107.490	117.160	115.510	57.260
Interest	42.770	42.730	44.000	63.020	48.660
Exceptional Items	0.000	0.000	0.000	0.000	0.000
PBDT	54.000	64.760	73.160	52.490	8.600
Depreciation	36.760	44.240	45.500	31.030	12.900
Profit Before Tax	17.240	20.520	27.660	21.460	(4.300)
Tax	1.000	2.000	5.500	5.500	0.000
Provisions and contingencies	0.000	0.000	0.000	0.000	0.000
Profit After Tax	16.240	18.520	22.150	15.960	(4.300)
Extraordinary Items	0.000	0.000	0.000	0.000	0.000
Prior Period Expenses	0.000	0.000	0.000	0.000	0.000
Other Adjustments	0.000	0.000	0.000	0.000	0.000
Net Profit	16.240	18.520	22.150	15.960	(4.300)

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	3.48	3.65	2.25
Net Profit Margin (PBT/Sales)	(%)	3.81	3.96	2.85
Return on Total Assets (PBT/Total Assets}	(%)	2.53	2.49	1.79
Return on Investment (ROI) (PBT/Networth)		0.06	0.06	0.04
Debt Equity Ratio (Total Liability/Networth)		1.54	1.56	1.32
Current Ratio (Current Asset/Current Liability)		3.50	3.25	2.93

LOCAL AGENCY FURTHER INFORMATION

Sr. No.	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	Yes
10]	Designation of contact person	Yes
11]	Turnover of firm for last three years	Yes
12]	Profitability for last three years	Yes
13]	Reasons for variation <> 20%	----
14]	Estimation for coming financial year	No
15]	Capital in the business	Yes
16]	Details of sister concerns	Yes
17]	Major suppliers	No
18]	Major customers	No
19]	Payments terms	No
20]	Export / Import details (if applicable)	No
21]	Market information	----
22]	Litigations that the firm / promoter 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
31]	Date of Birth of Proprietor/Partner/Director, if available	Yes
32]	PAN of Proprietor/Partner/Director, if available	No
33]	Voter ID No of Proprietor/Partner/Director, if available	No
34]	External Agency Rating, if available	No

Business Performance and Operations

During the year under report the Company has achieved an overall growth of 8.93% whereas the Gross Profit before Interest and Depreciation has increased by 14.93% and PAT by almost 4.44%.

Expansion

The Expansion plan of the Company is on track. As reported last year the Company is expanding its manufacturing base at Bhiwadi, Rajasthan by setting a state of the art manufacturing plant which is almost double in its size and manufacturing facility in comparison to its existing manufacturing facility at Faridabad. The project is in its advance stage of the completion and already incurred Rs.244.000 Millions so far towards construction of the project. Although this project is facing cost overrun due to steep increase in the price of construction material and labour cost, the company is hopeful to complete the construction activity as early as possible. To combat the problem of cost overrun the company is focusing to complete the first phase of construction activity within the original stipulated cost so that commercial production could be started as early as possible. As reported earlier the Company has also undertaken a project to develop new generation of clutches under the aegis of CSIR in association with premier research organizations of the country. It is in the advance stage of the crystallization. Its successful commercialization will propel further growth for the Company in the niche product segment in which it operates.

De-merger

The Board has approved the scheme of de-merger of the Company in its Meeting held on 28th May, 2011. Brief facts regarding de-merger of company has been explained herein below:

Clutch Auto Limited (Demerged Company) is the Industrial Partner of esteemed “New Millennium Indian Technology Leadership Initiative (NMITLI)” Project of CSIR and over the period has developed various technologies relating to auto parts. Hiving off of the “Auto Ancillary Technology Division (including NMITLI Project)” in a separate Company will allow a focused approach and harnessing the maximum commercial advantage of the Technologies. The NMITLI Project in Clutch Auto Limited will not only be used by this Company but would be of major commercial advantage. Ramifications of the NMITLI Technology being across the board, hiving-off will allow this project to cater to the entire clutch auto industry globally (not confined to clutch auto industry in India only) and will enable maximum commercial exploitation possible, which is also the basic objective of CSIR's initiative for this market driven technology development.

The De-merged Undertaking has the potential of being developed into a parallel and independent profitable business segment in future. Keeping in view the potentials of demerged business and to unlock the value of shares of all its stakeholders the De-merged Company is being developed into an independent business segment by hiving- off Auto Ancillary Technology Division into C A Clutch Vision Limited (Resulting Company).

Clutch Auto Limited is in the process of shifting of its manufacturing facility to its new location at Bhiwadi, Rajasthan. After shifting of manufacturing facility to new location, the Property at Faridabad would get vacant and being situated at commercially important location it may be put to better commercial use. Transferring the Property at Faridabad into Clutch Developers Limited, Wholly Owned Subsidiary of Clutch Auto Limited as first part of the scheme will allow Clutch Developers Limited to explore the best possible real estate opportunities available/possible out of the land/property.

Keeping the Real Estate Business as a subsidiary of C A Clutch Vision Limited will give strength to the balance sheet of C A Clutch Vision Limited, especially in the initial stages when it will be in its gestation period. The revenue stream coming from the Real Estate project will accrue to C A Clutch Vision Limited which will be useful in making this new business a long term viable business proposition. The Company has filed the scheme of De-merger with the Stock Exchanges to seek approval on 5th of July, 2011 under clause 24(f) of the Stock Exchange. Bombay Stock exchange has given its approval vide its letter dated 30th August, 2011. Simultaneously, National Stock Exchange has given its approval vide their letter dated 13th of September, 2011. The Company is in the final stage of filing the petition with Delhi High Court.

Management Discussion and Analysis

Industrial Structure and Development

Gross domestic product recorded a growth of 8.6% (7.2%) and 7.8% (10.4%) respectively, reflecting the strong fundamentals of Indian economy during the financial year 2010-2011. Indian Auto Component Industry recorded a growth of 34% during the fiscal ended 31st March, 2011.

The global economy showed signed of slow recovery with emerging economies registering a sizable growth, while

developed economies responded slowly to stimulus packages implemented during the period of economic meltdown. The US economy limped back to growth; however the European economies have not shown similar growth due to financial crisis in some of the European countries.

During 2010-11, the manufacturing sector in India including the automotive sector showed a smart recovery to register an unprecedented growth as evident from the following table.

Category	Vehicle Sales in nos. during
	2009-10	2010-11	% increase over previous year	CAGR % over 5 years
Medium and Heavy Commercial Vehicles	250171	344542	37.72	3.19
Light CVs	316437	408193	29.00	12.83
Total Cvs	566608	752735	32.85	7.78
Passenger Cars	1926484	2453113	27.34	14.09
Utility Vehicles	272848	318576	16.76	7.24
MPVs	151908	215607	41.93	20.63
Total Passengers Vehicles	2351240	2987296	27.05	13.61

The domestic market showed a record growth. There has been a perceptible shift in the type of production of Medium and Heavy Commercial Vehicles to larger and multi-axle vehicles. In the case of Light Commercial vehicles, there has been a shift to similar vehicles with low haulage capacities. Sales of cars, utility vehicles, MPVs and LCVs two-wheelers grew throughout the year due to introduction of new models and entry of new manufacturers. Increase in disposable incomes and need for personal transportation combined with availability of finance contributed to a strong growth of passengers vehicles.

There was an improvement in the sales of passenger cars during 2010 in the US and Europe. The CV industry has continued to struggle, with growth of sales remaining at low levels. Growth levels in sales of passenger cars may remain muted during 2011 due to high levels of unemployment, stringent increase in gasoline prices and volatile consumer confidence.

UNAUDITED FINANCIAL RESULTS FOR THE QUARTER ENDED 30.06.2012

(Rs. in millions)

		Quarter ended			Year ended
S.No.	Particulars	30.06.2012	31.03.2012	30.06.2011	31.3.2012
		Unaudited	Unaudited	Unaudited	Unaudited
1	a) Net Sales / Income from operations	311.988	649.980	537.427	2453.187
	b) Other Operating Income	0.452	3.198	0.650	5.098
	Total :	312.440	653.178	538.077	2458.285
2	Expenditure a) Increase/decrease in Stock in trade and work in progress	40.279	9.291	(15.667)	(46.586)
	b) Consumption of raw materials	154.947	382.559	312.501	1441.201
	c) Employees Cost	31.201	4.9537	57.095	216.049
	d) Depreciation	12.900	31.028	36.760	157.528
	e) Other expenditure	28.754	96.281	87.379	410.693
	Total:	268.081	568.696	478.068	2178.885
3	Profit from Operations before Other Income, Interest and Exceptional Items (1-2)	44.359	84.482	60.009	279.400
4	Other Income	-	-	-	-
5	Profit before Interest & Exceptional Items (3+4)	44.359	84.482	60.009	279.400
6	Interest	48.661	63.024	42.767	192.524
7	Profit (+)/Loss (-) after Interest but before Exceptional Items (5-6)	(4.302)	21.458	17.242	86.876
8	Exceptional Items	0	-	-	-
9	Profit from Ordinary
	Activities before Tax (7+8)	(4.302)	21.458	17.242	86.876
10 11	Tax expenses (including DT) Net Profit from Ordinary	0	5.500	1.000	14.000
	Activities after Tax (9-10)	(4.302)	15.958	16.242	72.876
12	Extra Ordinary Item (net of tax expenses Rs.)	0	-	-	-
13	Net Profit for the period (11-12)	(4.302)	15.958	16.242	72.876
14	Paid-up equity share capital (face value of Rs. 10/- each)	187.604	187.604	179.331	187.604
15	Reserves excluding revaluation reserves. As per balance sheet of previous accounting year
16	Earnings Per Share (not annualized) a) Basic (Rs.) b) Diluted (Rs.)	0	0.85	0.91	3.88
17	Public shareholding
	- Number of shares	11944562	11944562	11944562	11944562
18	- Percentage of shareholding Promoter and promoter group shareholding a) Pledged / Encumbered	63.67	63.67	66.61	63.67
	i) No. of Shares	5918000	5918000	2257000	5918000
	ii) % of Shareholding (as a %of the total	86.85%	86.85%	37.70%	86.85%
	shareholding of promoter and promoter group)
	iii) Percentage of Shareholding (as a % of the total share capital of the company)	31.55%	31.55%	12.59%	31.55%
	b) Non encumbered
	i) No. of Shares	896318	896318	3730018	896318
	ii) Percentage of Shareholding (as a % of	13.15%	13.15%	62.30%	13.15%
	the total shareholding of promoter & promoter group)
	iii) Percentage of Shareholding (as a % of the total share capital of the company)	4.78%	4.78%	20.80%	1.78%

CONTINGENT LIABILITIES

(Rs. In Millions)

Particulars	31.03.2011
i) Claims against the company not acknowledged as debts.	2.249
ii) Disputed Excise duty (including penalty of Rs.21.568 Millions), under appeal before Central Excise and Service Tax Appellate Tribunal Rs.5.000 Millions paid as deposit and shown under loans and advances)	42.136
iii) Disputed from Director General of Foreign Trade (DGFT) for issue show cause notice relating to not fill full export obligation	15.072
iv) Income Tax Demand notice issued by ACIT. Company not acknowledge as debts, appeal pending before the CIT	2.345
v) Cheques discounted with Banks	12.373
vi) Guarantees given by Banks (excluding liabilities provided)	11.380
vii) The company is contingently liable for payment of interest on delayed payments made beyond the appointed day during the financial year as well as on outstanding amount at the year end to Micro, Small, and Medium Enterprises under the provisions of Section 16 of The Micro, Small, and Medium Enterprises Development Act, 2006.	5.913

Fixed Assets

· Lord Statue

· Land Freehold

· Building

· Plant and Machinery

· Fixture and Fittings

· Tools and Implements

· Dies for Clutch Cover and Disc

· Vehicles

· Generator Sets

· Office Equipments

· Testing Equipments

· Air Conditioner and Coolers

· Electrical Installations

· Water Supply System

· Fire Fighting Equipments

· Computer Equipments

· Effluent Treatment Plant

· Intangible Assets

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 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.55.34
UK Pound	1	Rs.88.30
Euro	1	Rs.71.37

INFORMATION DETAILS

Report Prepared by :

MRI

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	NO
--LISTED	YES/NO	YES
--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.