MIRA INFORM REPORT

Report Date :

14.09.2012

IDENTIFICATION DETAILS

Name :	Carl Zeiss India (Bangalore) Private Limited

Registered Office :	Plot No.3, Jigani Link Road, Bommasandra Industrial Area, Bangalore – 560099, Karnataka

Country :	India

Financials (as on) :	31.03.2011

Date of Incorporation :	26.03.2009

Com. Reg. No.:	08-049465

Capital Investment / Paid-up Capital :	Rs.36.839 Millions

CIN No.: [Company Identification No.]	U33125KA2009PTC049465

TAN No.: [Tax Deduction & Collection Account No.]	BLRC09103D

PAN No.: [Permanent Account No.]	AADCC6152H

Legal Form :	Private Limited Liability Company

Line of Business :	Wholesaler of metro-logy instruments, CMM roughness testers and ophthalmic products etc.

No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

Ba (53)

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

Maximum Credit Limit :	USD1767100

Status :	Good

Payment Behaviour :	Regular

Litigation :	Clear

Comments :	Subject is an established company having fine track. Financial position of the company appears to be sound. Trade relations are reported as fair. Business is active. 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 – June 30, 2012

Country Name

Previous Rating

(31.03.2012)

Current Rating

(30.06.2012)

India

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.

LOCATIONS

Registered Office :	Plot No.3, Jigani Link Road, Bommasandra Industrial Area, Bangalore – 560099, Karnataka, India
Tel. No.:	91-80-43438000
Fax No.:	91-80-27833010
E-Mail :	ramesh@zeiss.co.in info@zeiss.co.in
Website :	www.zeiss.co.in

DIRECTORS

AS ON 30.09.2011

Name :

Mr. Ramesh Babu Anukkavoor Nagaswamy

Designation :

Whole Time Director

Address :

Aishwarya 1123/1, 7^th Cross, 3^rd Main Girinagar 2^nd Phase, Bangalore – 560085, Karnataka, India

Date of Birth/Age :

01.02.1961

Qualification :

B.Com, FCS, Graduate CWA

Experience :

23 years

Date of Appointment :

26.03.2009

DIN No.:

01572887

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	U33125KA2009PTC049465	CARL ZEISS INDIA (BANGALORE) PRIVATE LIMITED	Whole-time director	01/04/2009	26/03/2009	-	Active	NO
2	U33200MH1997PTC109046	CARL ZEISS OPTICAL INDIA PRIVATE LIMITED	Additional director	05/08/2010	05/08/2010	-	Strike off	NO

Name :

Mr. Wilson Thomas

Designation :

Whole Time Director

Address :

L-10, Purva Pavilion Apartment 170 Kempapura Hebbal, Bangalore - 560024, Karnataka, India

Date of Birth/Age :

13.11.1965

Qualification :

B.E.

Experience :

20 years

Date of Appointment :

26.03.2009

DIN No.:

02489878

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	U33125KA2009PTC049465	CARL ZEISS INDIA (BANGALORE) PRIVATE LIMITED	Whole-time director	01/04/2009	26/03/2009	-	Active	NO
2	U33200MH1997PTC109046	CARL ZEISS OPTICAL INDIA PRIVATE LIMITED	Additional director	05/08/2010	05/08/2010	-	Strike off	NO

Name :

Mr. Venkatachelam Raman

Designation :

Director

Address :

37 Lorong N Telok Kurau Road, Singapore – 425161

Date of Birth/Age :

14.07.1964

Date of Appointment :

20.09.2010

DIN No.:

02706961

Name :

Mr. Michael Frank Kaschke

Designation :

Director

Address :

Wiesenweg 20, Oberkochen, Germany - 73447

Date of Birth/Age :

18.06.1957

Date of Appointment :

29.12.2010

DIN No.:

02729011

Name :

Mr. Ulrich Hermann Krauss

Designation :

Director

Address :

Weimar Ot Taubach Am Weinberg Germany

Date of Birth/Age :

17.01.1964

Date of Appointment :

29.09.2010

DIN No.:

02763140

MAJOR SHAREHOLDERS

AS ON 30.09.2011

Names of Shareholders		No. of Shares
Anukkavoor Nagaswamy Ramesh Babu		1
Carl Zeiss Ag, Germany		3683941
Total		3683942

AS ON 30.09.2011

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 :

Wholesaler of metro-logy instruments, CMM roughness testers and ophthalmic products etc.

GENERAL INFORMATION

No. of Employees :	Not Available

Bankers :	Not Available

Facilities :	--


Banking Relations :	--

Auditors :
Name :	BSR and Company Chartered Accountant
Address :	Maruthi Info-Tech Center, 11-12/1, Inner Ring Road, Koramangala, Bangalore – 560071, Karnataka, India
Tel. No.:	91-80-39806000
Fax No.:	91-80-39806999
PAN No.:	AAAFB9852F

Holding Company: (AS ON 31.03.2010)	· Carl Zeiss A.G. Germany

Ultimate Holding Company: (AS ON 31.03.2010)	· Carl Zeiss Stiftung, Germany

Other related parties in the Carl Zeiss group: (AS ON 31.03.2010)	· Carl Zeiss Singapore Pte Limited, Singapore · Carl Zeiss Meditec, Dublin · Carl Zeiss IMT Corporation. Minneapolis · Carl Zeiss IMT Corporation, Oberkochen · Carl Zeiss 3D Automation · Carl Zeiss Meditec, Jena · Carl Zeiss Surgical Gmbh, Germany · Carl Zeiss Microimaging Gmbh, Germany · Carl Zeiss Sports Optics Gmbh, Germany · Carl Zeiss Meditec SAS, France · Carl Zeiss SMT, UK · Carl Zeiss NTS, Oberkochen · Carl Zeiss 3D Metrology, Allan · Carl Zeiss Vision Gmbh · Junker and Partner Gmbh · Carl Zeiss India Pte Limited. Singapore

CAPITAL STRUCTURE

AS ON 31.03.2011

Authorized Capital:

No. of Shares	Type	Value	Amount

2000000	Equity Shares	Rs.10/- each	Rs.20.000 Millions

Issued, Subscribed & Paid-up Capital:

No. of Shares	Type	Value	Amount

2000000	Equity Shares	Rs.10/- each	Rs.20.000 Millions

NOTE

Of the above 1,999,999 shares of Rs. 10/- eachare held by Carl Zeiss AG, Germany, the Holding Company

As on 30.09.2011

Authorized Capital:

No. of Shares	Type	Value	Amount

10000000	Equity Shares	Rs.10/- each	Rs. 100.000 Millions

Issued, Subscribed & Paid-up Capital:

No. of Shares	Type	Value	Amount

3683942	Equity Shares	Rs.10/- each	Rs. 36.839 Millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2011	31.03.2010
SHAREHOLDERS FUNDS
1] Share Capital		20.000	20.000
2] Share Application Money		0.000	0.000
3] Reserves & Surplus		421.775	192.629
4] (Accumulated Losses)		0.000	0.000
NETWORTH		441.775	212.629
LOAN FUNDS
1] Secured Loans		0.000	0.000
2] Unsecured Loans		0.000	0.000
TOTAL BORROWING		0.000	0.000
DEFERRED TAX LIABILITIES		0.000	0.000

TOTAL		441.775	212.629

APPLICATION OF FUNDS

FIXED ASSETS [Net Block]		57.333	52.232
Capital work-in-progress		0.580	6.816

INVESTMENT		0.000	0.000
DEFERREX TAX ASSETS		48.275	38.234

CURRENT ASSETS, LOANS & ADVANCES
	Inventories	130.695	98.321
	Sundry Debtors	353.574	309.913
	Cash & Bank Balances	35.534	120.711
	Other Current Assets	0.000	0.000
	Loans & Advances	117.396	91.312
Total Current Assets		637.199	620.257
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	187.429	290.980
	Other Current Liabilities	40.633	132.066
	Provisions	73.550	81.864
Total Current Liabilities		301.612	504.910
Net Current Assets		335.587	115.347

MISCELLANEOUS EXPENSES		0.000	0.000

TOTAL		441.775	212.629

PROFIT & LOSS ACCOUNT

PARTICULARS		31.03.2010

GROSS TURNOVER		1158.055

EXPENSES		NA

PROFIT BEFORE TAX		306.582

TAX		113.954

PROFIT AFTER TAX		192.628

EARNINGS IN FOREIGN CURRENCY
	Commission Earnings	664.898
TOTAL EARNINGS		664.898

IMPORTS
	Stores & Spares	0.940
	Capital Goods	2.868
TOTAL IMPORTS		3.808

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010
PAT / Total Income	(%)	NA	16.63

Net Profit Margin (PBT/Sales)	(%)	NA	NA

Return on Total Assets (PBT/Total Assets}	(%)	NA	4.56

Return on Investment (ROI) (PBT/Networth)		NA	1.44

Debt Equity Ratio (Total Liability/Networth)		0.68	2.37

Current Ratio (Current Asset/Current Liability)		2.11	1.23

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	No
10]	Designation of contact person	No
11]	Turnover of firm for last One year	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	No
24]	Banking facility details	No
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	No
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

Note:

The registered office address of the company has been shifted from 22, Kensington Road, Ulsoor, Bangalore – 560008, Karnataka, India to present address w.e.f. 18.06.2012

PROFILE

Carl Zeiss India

Recognizing the importance of the emerging Indian market and the need to get in close contact with our Customers, Carl Zeiss started direct operations in India in January 1998 and is strongly positioned today with the national headquarter at Bangalore and branch offices spread across India.

Operating through a combination of an own organization and a network of highly competent and well-trained business partners, high quality products and services from Carl Zeiss are easily available to our Customers across the sub-continent. Major investments are now being made to revitalise the company and prepare it to better serve Customers in the new millennium.

Carl Zeiss is in India for the long haul and are committed to increasing our presence and investments over the coming years.

FIXED ASSETS

· Leasehold improvements

· Computer equipment

· Plant and Machinery

· Office equipment

· Furniture and Fixtures

· Service Tool Kits

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.55.44
UK Pound	1	Rs.89.31
Euro	1	Rs.71.62

INFORMATION DETAILS

Report Prepared by :

NID

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
PAID-UP CAPITAL	1~10	6
OPERATING SCALE	1~10	6
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	6
--PROFITABILIRY	1~10	7
--LIQUIDITY	1~10	6
--LEVERAGE	1~10	6
--RESERVES	1~10	6
--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	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		53

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

130.695

353.574

35.534

0.000

117.396

637.199

187.429

40.633

73.550

301.612

335.587

Unit