MIRA INFORM REPORT

Report Date :

01.04.2013

IDENTIFICATION DETAILS

Name :	CARRARO INDIA PRIVATE LIMITED (w.e.f.16.03.2009)
Formerly Known As :	CARRAEO INDIA LIMITED
Registered Office :	B 2/ 2 MIDC, Ranjangaon, Pune - 412220, Maharashtra
Country :	India
Financials (as on) :	31.03.2012
Date of Incorporation :	11.04.1997
Com. Reg. No.:	25-132629
Capital Investment / Paid-up Capital :	Rs. 568.260 Millions
CIN No.: [Company Identification No.]	U52609PN1997PTC132629
TAN No.: [Tax Deduction & Collection Account No.]	PNEC09276B
PAN No.: [Permanent Account No.]	AAACC5292M
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturer of Automotive Equipments, Parts and Components of the Agricultural Tractors.
No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

Ba (45)

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

Maximum Credit Limit :	USD 4370000
Status :	Satisfactory
Payment Behaviour :	Usually correct
Litigation :	Clear
Comments :	Subject is an established company having a satisfactory track record. Trade relations are reported to be fair. Business is active. Payments are reported to be usually correct and as per commitments. The company can be considered for normal business dealings at usual trade terms and condition.

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

EXTERNAL AGENCY RATING

Rating Agency Name	FITCH
Rating	Long term rating : (FITCH) BBB+
Rating Explanation	The default risk is currently low. The capacity for payment of financial commitment is considered adequate.
Date	June 2012

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/ Factory :	B 2/ 2 MIDC, Ranjangaon, Pune - 412220, Maharashtra, India
Tel. No.:	91-2138-662666/ 232101/ 2/ 3/ 4
Fax No.:	91-2138-232136/ 662677
E-Mail :	cristian_falaschi@carraro.com secretarial_india@carraro.com
Website :	http://www.carraro.com

DIRECTORS

AS ON 03.09.2012

Name :	Mr. Enrico Elio Gomiero
Designation :	Director
Address :	Via E Degli Scrovegni 7, Padova, Italy
Date of Birth/Age :	27.10.1958
Date of Appointment :	06.06.1997
DIN No.:	00588074
Name :	Mario Giovanni Carraro
Designation :	Director
Address :	Via Delle Palme 8, Padova, Italy
Date of Birth/Age :	29.10.1929
Date of Appointment :	06.06.1997
DIN No.:	00676573
Name :	Finlay James Campbell
Designation :	Director
Address :	53, Empress Garden View Society, Ghorpadi, Pune – 411047, Maharashtra, India
Date of Birth/Age :	31.07.1955
Date of Appointment :	03.09.2012
DIN No.:	05258336
Name :	Massimo Zanco
Designation :	Additional director
Address :	B-401, Oxford Hallmark, Lane No. 7, Koregaon Park, Pune – 411001, Maharashtra, India
Date of Birth/Age :	17.07.1972
Date of Appointment :	31.01.2013
DIN No.:	05245177

KEY EXECUTIVES

Name :	Mr. Marco Ferretti
Designation :	Chief Operating Officer
Date of Birth/Age :	43 Years
Qualification :	Mechanical Engineer
PAN No.:	ABAPF0914B
Name :	Mr. Balaji Gopalan
Designation :	Asia Pacific HR Director
Date of Birth/Age :	43 Years
Qualification :	MBA (HR)
Name :	Mr. Sandeep Mathur
Designation :	Director- Materials
Date of Birth/Age :	44 Years
Qualification :	B.E.(Mech)

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 03.09.2012

Names of Shareholders	No. of Shares
Carraro Drive Tech Spa, Italy	56825998
Carraro Drive Tech Spa Enrico Carraro, Italy	2
Total	56826000

AS ON 03.09.2012

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

BUSINESS DETAILS

Line of Business :

Manufacturer of Automotive Equipments, Parts and Components of the Agricultural Tractors.

Products :

ITC Code	Product Descriptions
84829900	Gears

PRODUCTION STATUS (AS ON 31.03.2011)

Particulars	Licensed Capacity *	Installed Capacity **	Actual Production
Agricultural Transmissions	--	42300	14695
Transmissions for Loaders	--	54000	10547
Final Drives	--	30000	2358
Axles (Front Axle Beam)	--	67500	16493
Axles (Rear Axle)	--	54000	11593
Skid Steer Axles	--	162000	13483
Trumpets	--	43722	4813

Note:

* As per the Industrial policy notification No. S.O / 477 (E) dated July 25, 1991 issued by the Government of India, Ministry of Industry, Department of industrial Development, The Manufacture of products of the Company are Exempt from Industrial licensing

** As certified by the management and have not been verified by the auditors, being a technical matter.

GENERAL INFORMATION

No. of Employees :

Not Available

Bankers :

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

Ø BNP Paribas, 5, Godrej Millenium, 9, Koregaon Road, Pune - 411001, Maharashtra, India

Ø HDFC Bank Limited

Ø ABN AMRO Bank

Ø AXIS Bank Limited

Ø IDBI Bank Limited

Ø State Bank of India

Ø Standard Chartered Bank

Ø ICICI Bank Limited

Facilities :

Secured Loans	31.03.2012	31.03.2011
	(Rs. In Millions)
Term Loans:
- From Banks	357.870	255.000
Working capital loans from banks	765.016	828.211
Total	1122.886	1083.211

Banking Relations :	--
Auditors :
Name :	Lovelock and lews Chartered Accountants
Address :	252, Veer Savarkar Marg, Shivaji Park, Dadar, Mumbai – 400028, Maharashtra, India
Income-tax PAN of auditor or auditor's firm :	AABFL5878L
Holding company :	Ø Carraro Drive Tech SpA (Direct Holding Company) Ø Carraro Spa (Holding Company of Carraro Drive Tech SpA)
Ultimate holding Company :	Ø Finaid SpA
Fellow Subsidiary company :	Ø Carraro North America Inc. (V.B.) Ø Carraro China Drive Systems Company Limited Ø Fabryka OSI Napedowych S.A. (Fon S.A) Ø Gearworld North America LLC (Mini Gears) Ø MG MiniGears (Suzhou Company Limited) Ø MG MiniGears SpA(Division Poggiofi) Ø O&K Antriebstechnik GMBH Ø O&K Antriebstechnik GMBH and Company KG Ø Siap SpA Ø Turbo Gears India Private Limited Ø Carraro Technologies India Private Limited Ø Maus SpA
Subsidiaries :	Ø Carraro PNH Components India Private Limited (upto November 23, 2011)

CAPITAL STRUCTURE

AS ON 31.03.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
76,001,000	Equity Shares	Rs. 10/- each	Rs. 760.010 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
56,826,000	Equity Shares	Rs. 10/- each	Rs. 568.260 Millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2012	31.03.2011	31.03.2010
SHAREHOLDERS FUNDS
1] Share Capital		568.260	568.260	568.260
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		523.592	372.458	316.689
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		1091.852	940.718	884.949
LOAN FUNDS
1] Secured Loans		1122.886	1083.211	732.001
2] Unsecured Loans		153.141	217.947	121.140
TOTAL BORROWING		1276.027	1301.158	853.141
DEFERRED TAX LIABILITIES		62.756	36.697	16.962
TOTAL		2430.635	2278.573	1755.052
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		1149.722	1048.320	1027.001
Capital work-in-progress		8.061	24.233	43.411
INVESTMENT		0.000	10.000	10.000
DEFERRED TAX ASSETS		0.000	0.000	0.171
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	1557.330	1088.453	533.564
	Sundry Debtors	1769.647	1136.199	517.937
	Cash & Bank Balances	254.337	298.386	250.670
	Other Current Assets	0.443	0.353	0.312
	Loans & Advances	976.645	861.191	316.966
Total Current Assets		4558.402	3384.582	1619.449
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	2968.597	2027.174	859.310
	Other Current Liabilities	228.710	106.581	55.106
	Provisions	88.243	54.807	30.594
Total Current Liabilities		3285.550	2188.562	945.010
Net Current Assets		1272.852	1196.020	674.469
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		2430.635	2278.573	1755.052

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2012	31.03.2011	31.03.2010
	SALES
		Income
		Other Income
		TOTAL	8287.007	4764.402	2001.741
Less	EXPENSES
		Office Expenses
		Administrative Expenses
		Advertising Expenses
		TOTAL	7924.915	4590.105	1892.256
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION		362.092	174.297	109.485
Less/ Add	DEPRECIATION/ AMORTISATION		130.891	113.362	98.799
	PROFIT BEFORE TAX		231.201	60.935	10.686
Less	TAX		76.934	5.166	4.038
	PROFIT AFTER TAX		154.267	55.769	6.648
	EARNINGS IN FOREIGN CURRENCY
		FOB value of Exports	5170.881	2068.321	846.051
	IMPORTS
		Raw Materials and Components	2289.844	1399.759	264.918
		Capital Goods	40.093	36.823	16.825
	TOTAL IMPORTS		2329.937	1436.582	281.743
	Earnings Per Share (Rs.)		2.71	0.98	0.12

KEY RATIOS

PARTICULARS		31.03.2012	31.03.2011	31.03.2010
PAT / Total Income	(%)	1.86	1.17	0.33
Return on Total Assets (PBT/Total Assets}	(%)	4.05	1.37	0.40
Return on Investment (ROI) (PBT/Networth)		0.21	0.06	0.01
Debt Equity Ratio (Total Debt/Networth)		1.17	1.38	0.96
Current Ratio (Current Asset/Current Liability)		1.39	1.55	1.71

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 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	Yes

UNSECURED LOANS

Unsecured Loans	31.03.2012	31.03.2011
	(Rs. In Millions)
Term Loans:
- From Banks	0.000	25.000
- Foreign Currency Loans From Financial Institutions	16.521	66.267
- Foreign Currency Loans From Related Parties	136.620	126.680
Total	153.141	217.947

BUSINESS OPERATIONS:

During the year 20112012 there was an increase in sales by around 74% and the company recorded a net profit before tax of Rs 231.200 Millions. Operating Profit (EBITDA) increased by 96% from Rs 278.100 Millions (5.84% of revenue) to Rs 544.900 Millions (6.57% of revenue). Profit after taxation (PAT) increased by 177% from Rs 55.800 Millions (1.17% of total revenue) to Rs 154.300 Millions (1.86% of the total revenue). Improvement in profitability in the current year is mainly due to increase in sales volumes along with improved internal capacity utilization and better control over operating costs.

BUSINESS OUTLOOK:

The company has achieved substantial growth in sales along with improved profitability during the current financial year 2011-12. Company is expecting to consolidate the gains of previous year and continue to grow in domestic as well as export sector in the coming financial year 2012-13. This favorable outlook is due to ongoing recovery of developed economies, improvement in emerging markets and continued shift of production from Carraro Group units in Europe. Company is leveraging on its superior technology in providing efficient transmission solution to Construction as well as Agricultural sector leading to further strengthen its customer portfolio. The Company will continue to invest in enhancing the production capacity in line with Head Quarter strategy.

SCHEME OF AMALGAMATION

During the year, pursuant to the Scheme of Amalgamation between Carraro PNH Components India Private Limited (Carraro PNH) and the Company, the entire undertaking of Carraro PNH Components India Private Limited has been transferred to and vested in the Company effective April 1, 2010, the Appointed Date, as approved by the shareholders and sanctioned by the High Court of Judicature at Bombay vide order dated November 22, 2011.

BANKERS CHARGES REPORT AS PER REGISTRY

Corporate identity number of the company	U52609PN1997PTC132629
Name of the company	CARRARO INDIA PRIVATE LIMITED
Address of the registered office or of the principal place of business in India of the company	B 2/ 2 MIDC, Ranjangaon, Pune - 412220, Maharashtra, India Email: secretarial_india@carraro.com
This form is for	Modification of charge
Charge identification number of the modified	10358848
Type of charge	Immovable property
Particular of charge holder	Export-Import Bank of India, Centre One Building, Floor 21, World Trade Center Complex, Cuffe Parade, Mumbai - 400005, Maharashtra, India Email: eximpro@eximbankindia.in
Nature of description of the instrument creating or modifying the charge	No document was executed. Mortgage was created by Carrao India Private Limited (Borrower) in favour of Export-Import Bank of India (Exim Bank) on 17.12.2012, by deposit of title deeds with Exim Bank, in respect of Borrower's immovable properties.
Date of instrument Creating the charge	17.12.2012
Amount secured by the charge	Rs. 360.000 Millions
Brief particulars of the principal terms an conditions and extent and operation of the charge	Rate of Interest Exim Bank's Long Term Minimum Lending Rate (LTMLR) plus 230 basis points, payable monthly on 20th day of every month. Terms of Repayment The loan is repayable in 60 (Sixty) equal monthly installments, commencing on expiry of a period of one year from the date of first disbursement or such other date closer to that date as may be advised by Exim Bank at the time of making the first disbursement. Margin minimum 21.40% of the project cost Extent and Operation of the charge Charge constituting security under the said mortgage dated 17.12.2012, shall operate as a continuing security by way of first pari passu charge in favour of Exim Bank over the Company's immovable assets at B2/2 MIDC, Ranjangaon, Pune, for due repayment of the loan of Rs.360.000 Millions, together with interest, and all other monies payable by the Company to Exim Bank in terms of Rupee Loan Agreement dated 06.06.2012.
Short particulars of the property charged	The whole of Borrower's immovable fixed assets situate at B2/2 MIDC, Ranjangaon, Pune.
Particulars of the present modification	The due repayment of Loan of Rs. 360.000 Millions, which was secured by charge over Borrower's movable assets vide Deed of Hypothecation dated 06.06.2012 is now further secured by charge over Borrower's immovable properties by deposit of title deeds (on first pari passu charge basis).

FIXED ASSETS

Ø Land

Ø Buildings

Ø Plant and Machinery

Ø Furniture and Fixture

Ø Office Equipments

Ø Computers

Ø Vehicles

Ø Dies, Pattern, Fixtures and Tools

Ø Computer Software

CMT REPORT (Corruption, Money Laundering & Terrorism]

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

1] INFORMATION ON DESIGNATED PARTY

No 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 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. 54.39
UK Pound	1	Rs. 82.32
Euro	1	Rs. 69.54

INFORMATION DETAILS

Report Prepared by :

BVA

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
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	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
DEFAULTERS
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		45

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.