MIRA INFORM REPORT

Report Date :

14.08.2013

IDENTIFICATION DETAILS

Name :	ZF LENKSYSTEME INDIA PRIVATE LIMITED
Registered Office :	Gat No. 184, Global Raisoni Industrial Park, Alandi Markal Road, Phulgaon, Pune – 412216, Maharashtra
Country :	India
Financials (as on) :	31.03.2012
Date of Incorporation :	24.09.2007
Com. Reg. No.:	11-130749
Capital Investment / Paid-up Capital :	Rs. 819.000 Millions
CIN No.: [Company Identification No.]	U29130PN2007PTC130749
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturer and Exporter of Electrical Power Steering.
No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

B (36)

RATING		STATUS	PROPOSED CREDIT LINE
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small

Maximum Credit Limit :	USD 2900000
Status :	Moderate
Payment Behaviour :	Slow but correct
Litigation :	Clear
Comments :	Subject is an established company having a moderate track record. There appears some accumulated losses recorded by the company. However, trade relations are reported to be fair. Business is active. Payments are reported to be slow but correct. The company can be considered for business dealings with some caution.

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 – March 31^st, 2013

Country Name	Previous Rating (31.12.2012)	Current Rating (31.03.2013)
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

We are living in a world where volatility and uncertainty have become the New Normal. We saw a change of government in countries like Tunisia, Egypt, Libya and Vietnam. Once powerful countries in Europe are now fighting for bankruptcy. We have taken growth in the developing part of the world for granted but economic growth in China and India has begun to slow. Companies that were synonymous with their product categories just a few years ago are now no longer in existence. Kodak, the inventor of the digital camera had to wind up its operations, HMV, the British entertainment retailing company and Borders, once the second largest bookstore have shut down due to their inability to evolve their business models with the changing time. Readers’ Digest, Thomson Register are no more !

There is another megatrend happening. The World order is changing as economic power shifts from West to East. According to McKinsey study, it took Britain more than 100 years to double its economic output per person during its industrial revolution and the US later took more than 50 years to do the same. More than a century later, China and India have doubled their GDP per capital in 12 and 18 years respectively. By 2020, emerging Asia will become the world’s largest consuming block, overtaking North America.

The years after the outbreak of the global financial crisis, the world economy continues to remain fragile. The Indian economy demonstrated remarkable resilience in the initial years of the contagion but finally lost ground last year. GDP growth slowed down. Currency has been weakening. There is a marked deceleration in agriculture, industry and services. Dampening sentiment led to a cut-back in investment as well as private consumption expenditure.  Inflation remained at high levels fuelled by the pressure from the food and fuel sectors. The large fiscal and current account deficit s continued to cause grave concern. It is imperative that India regains its growth trajectory of 8-9 % sooner than later. This is crucially important given the need to create gainful livelihood opportunities for the millions living in poverty as also the large contingent of young people joining the job market every year.

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 :	Gat No. 184, Global Raisoni Industrial Park, Alandi Markal Road, Phulgaon, Pune – 412216, Maharashtra, India
Tel. No.:	91-20-67346301
Fax No.:	91-20-67346302
E-Mail :	Madhav.marathe@zf-lenksysteme.com Amruta.moghe@zf-lenksysteme.com
Website :	http://www.zf-lenksysteme.com
Branch Office :	601-602, A Wing, MCCIA Trade Tower, ICC 403 A, Senapati Bapat Road, Pune – 411016, Maharashtra, India
Tel. No.:	91-20-30205600

DIRECTORS

As on 27.07.2012

Name :

Mr. Dinesh Hirachand Munot

Designation :

Director

Address :

Pratik Off Senapati Bapat Road, Behind Hotel Sahara, Pune – 411016, Maharashtra, India

Date of Birth/Age :

08.12.1947

Date of Appointment :

24.09.2007

DIN No.:

00049801

Election Commission Identity Card No.:

MT/0042/0247/576579

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	L29130PN1981PLC023734	Z F STEERING GEAR (INDIA) LIMITED	Managing director	14/12/2011	08/11/1986	-	Active	NO
2	U29299PN1946PLC005169	THE MODERN FOUNDRY AND MACHINE WORKS LIMITED	Director	31/03/1997	31/03/1997	-	Under liquidation	NO
3	U24233PN1999PTC013331	INDO-BIO ACTIVE LABS PRIVATE LIMITED	Director	15/02/1999	15/02/1999	-	Active	NO
4	L35911PN1984PLC141257	KINETIC MOTOR COMPANY LIMITED	Director	17/03/1999	17/03/1999	-	Active	NO
5	U72200PN2002PTC016787	REDOX BIOSYSTEMS PRIVATE LIMITED	Director	28/02/2002	28/02/2002	21/04/2007	Active	NO
6	U72200PN2004PTC019436	EMTECH SOLUTIONS PRIVATE LIMITED	Director	24/06/2004	24/06/2004	-	Active	NO
7	U55101DL2005PTC142050	DM SOUTH INDIA HOSPITALITY PRIVATE LIMITED	Director	10/09/2007	10/09/2007	-	Active	NO
8	U29130PN2007PTC130749	ZF LENKSYSTEME INDIA PRIVATE LIMITED	Director	24/09/2007	24/09/2007	-	Active	NO
9	L29150PN1989PLC054143	SANGHVI MOVERS LIMITED	Director	27/09/2010	16/12/2009	-	Active	NO
10	U24100PN2010PTC135257	NEOZOI PHARMACEUTICALS PRIVATE LIMITED	Director	01/01/2010	01/01/2010	-	Active	NO
11	U24232PN2010PTC136759	ACCELA PHARMACEUTICALS PRIVATE LIMITED	Director	05/07/2010	05/07/2010	-	Active	NO
12	U34300PN2012PTC143482	DUNE TECH PRIVATE LIMITED	Director	22/05/2012	22/05/2012	-	Active	NO
13	U34300PN2012PTC143470	HORIZON PRECISION PRIVATE LIMITED	Director	22/05/2012	22/05/2012	-	Active	NO

Name :

Crl Magnus Backlund

Designation :

Director

Address :

Maillingerstrasse 24, 80636 Munchen Tyskland, Sweden - 8036

Date of Birth/Age :

17.03.1974

Date of Appointment :

27.07.2012

DIN No.:

03573869

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	L29130PN1981PLC023734	Z F STEERING GEAR (INDIA) LIMITED	Director	27/07/2011	27/07/2011	-	Active	NO
2	U29130PN2007PTC130749	ZF LENKSYSTEME INDIA PRIVATE LIMITED	Director	27/07/2012	28/07/2011	-	Active	NO

Name :

Klaus Trader

Designation :

Alternative Director

Address :

Boppelgasse II, 73525 Herlikofen, Germany

Date of Birth/Age :

04.07.1954

Date of Appointment :

28.07.2011

DIN No.:

01864738

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	U29130PN2007PTC130749	ZF LENKSYSTEME INDIA PRIVATE LIMITED	Alternate director	28/07/2011	30/01/2008	-	Active	NO
2	L29130PN1981PLC023734	Z F STEERING GEAR (INDIA) LIMITED	Alternate director	27/07/2011	22/10/2008	-	Active	NO

KEY EXECUTIVES

Name :	Amruta Dnyaneshwar Moghe
Designation :	Secretary
Address :	Flat No. 104, Sahil Apartment Sai Nagar, Kondhwa BK, Pune – 411048, Maharashtra, India
Date of Birth/Age :	02.03.1987
Date of Appointment :	07.03.2012
PAN No.:	BPLPM9127H
Name :	Mr. Madhav Marathe
Designation :	Accounts Department

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 27.07.2012

Names of Shareholders	No. of Shares
ZF Lenksysteme GmbH, Germany	60606000
ZF Steering Gear (India) Limited, India	21294000
Total	81900000

As on 30.01.2013

Names of Allottees	No. of Shares
ZF Lenksysteme GmbH, Germany	50986000
ZF Steering Gear (India) Limited, India	17914000
Total	68900000

Equity Share Break up (Percentage of Total Equity)

As on 27.07.2012

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	74.00
Bodies corporate	26.00
Total	100.00

BUSINESS DETAILS

Line of Business :

Manufacturer and Exporter of Electrical Power Steering.

Products :

Item Code No.	Product Description
84136010	Gear Type Pumps

GENERAL INFORMATION

No. of Employees :

Not Available

Bankers :

• State Bank of India, Senapati Bapat Raod, Pune - 411016, Maharashtra, India

Tel: 91-20-25671350

• Citi Bank, Pune, Maharashtra, India
• Deutsche Bank, Pune, Maharashtra, India

Facilities :

Secured Loan	31.03.2012 (Rs. in Millions)	31.03.2011 (Rs. in Millions)
Short term Borrowing
Working capital loans from banks	105.527	17.685
Total	105.527	17.685

Banking Relations :	--
Auditors :
Name :	Muttha and Lahoti Chartered Accountants
Address :	Pune, Maharashtra, India
PAN No.:	AAMFM5424A
Holding company:	ZF Lenksysteme GmbH, Germany
Fellow Subsidiary company	Zf Lemforder, Germany Zf Hangeria, Germany Zf Jincheng, China Zf Sistemas, Brazil
Joint venture:	Z F Steering Gear (India) Limited, India (CIN: L29130PN1981PLC023734)

CAPITAL STRUCTURE

As on 27.07.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
150800000	Equity Shares	Rs.10/- each	Rs.1508.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
150800000	Equity Shares	Rs.10/- each	Rs.1508.000 Millions

As on 31.03.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
81900000	Equity Shares	Rs.10/- each	Rs.819.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
81900000	Equity Shares	Rs.10/- each	Rs.819.000 Millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.03.2012	31.03.2011
I. EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	819.000	130.000
(b) Reserves & Surplus	(85.440)	(19.319)
(c) Money received against share warrants	0.000	0.000
(2) Share Application money pending allotment	0.000	0.000
Total Shareholders’ Funds (1) + (2)	733.560	110.681
(3) Non-Current Liabilities
(a) long-term borrowings	0.000	0.000
(b) Deferred tax liabilities (Net)	2.762	0.423
(c) Other long term liabilities	0.000	0.000
(d) long-term provisions	0.525	0.109
Total Non-current Liabilities (3)	3.287	0.532
(4) Current Liabilities
(a) Short term borrowings	105.527	17.686
(b) Trade payables	31.207	12.826
(c) Other current liabilities	11.033	3.652
(d) Short-term provisions	0.200	0.000
Total Current Liabilities (4)	147.967	34.164
TOTAL	884.814	145.377
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	80.133	5.046
(ii) Intangible Assets	0.054	0.000
(iii) Capital work-in-progress	4.479	0.000
(iv) Intangible assets under development	0.000	0.000
(b) Non-current Investments	0.000	0.000
(c) Deferred tax assets (net)	0.000	8.401
(d) Long-term Loan and Advances	26.541	20.627
(e) Other Non-current assets	3.650	0.520
Total Non-Current Assets	114.857	34.594
(2) Current assets
(a) Current investments	0.000	0.000
(b) Inventories	44.806	28.888
(c) Trade receivables	11.684	6.946
(d) Cash and cash equivalents	705.695	72.479
(e) Short-term loans and advances	6.473	2.216
(f) Other current assets	1.299	0.254
Total Current Assets	769.957	110.783
TOTAL	884.814	145.377

SOURCES OF FUNDS		31.03.2010
SHAREHOLDERS FUNDS
1] Share Capital		10.000
2] Share Application Money		0.000
3] Reserves & Surplus		0.000
4] (Accumulated Losses)		(10.375)
NETWORTH		(0.375)
LOAN FUNDS
1] Secured Loans		0.000
2] Unsecured Loans		0.000
TOTAL BORROWING		0.000
DEFERRED TAX LIABILITIES		0.000
TOTAL		(0.375)
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		0.605
Capital work-in-progress		0.000
INVESTMENT		0.000
DEFERRED TAX ASSETS		4.558
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	0.000
	Sundry Debtors	0.001
	Cash & Bank Balances	1.867
	Other Current Assets	0.000
	Loans & Advances	0.360
Total Current Assets		2.228
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	0.121
	Other Current Liabilities	7.994
	Provisions	0.000
Total Current Liabilities		8.115
Net Current Assets		(5.887)
MISCELLANEOUS EXPENSES		0.349
TOTAL		(0.375)

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2012	31.03.2011	31.03.2010
	SALES
		Income	35.957	NA	NA
		Other Income	NA	NA	NA
		TOTAL	NA	NA	NA
Less	EXPENSES
		Office Expenses	NA	NA	NA
		Administrative Expenses	NA	NA	NA
		Advertising Expenses	NA	NA	NA
		TOTAL	NA	NA	NA
	PROFIT/(LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION		NA	NA	(6.971)
Less/ Add	DEPRECIATION/ AMORTISATION		NA	NA	0.081
Less	PRELIMINARY EXPENSES WRITTEN OFF		NA	NA	0.118
	PROFIT/(LOSS) BEFORE TAX		(55.381)	NA	(7.170)
Less	TAX		10.740	NA	(2.207)
	PROFIT/(LOSS) AFTER TAX		(66.121)	(8.944)	(4.963)
	Earnings / (Loss) Per Share (Rs.)		(0.81)	NA	NA

KEY RATIOS

PARTICULARS		31.03.2012	31.03.2011	31.03.2010
Net Profit Margin (PBT/Sales)	(%)	(154.02)	NA	NA
Return on Total Assets (PBT/Total Assets}	(%)	(6.92)	NA	(321.81)
Return on Investment (ROI) (PBT/Networth)		(0.08)	NA	(19.12)
Debt Equity Ratio (Total Debt /Networth)		0.14	0.16	0.00
Current Ratio (Current Asset/Current Liability)		18.62	7.95	0.27

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	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	Yes
34]	External Agency Rating, if available	No

NOTE:

• No Charges Exist for Company

• Registered office of the company has been shifted from 601-602, A Wing, MCCIA Trade Tower, ICC 403 A, Senapati Bapat Road, Pune – 411016, Maharashtra, India to the present address w.e.f 01.04.2012

REVIEW OF OPERATIONS

During the year under report, The Company has managed to acquire strategic Customer Projects with Tata Motors Limited and Daimler India Commercial Vehicles Limited and has continued its regular endeavours to increase sales within the existing projects.

The Company has completed its establishment of infrastructure, necessary regulatory compliances concerning a new plant, and has initiated activities to add manpower and streamline processes and systems into place.

Due to unfavorable business and market specific reasons, The Company is yet to commence any substantial business activity.

Nevertheless, The Company managed to report a Sales Turnover of Rs. 35.957 Millions.

The loss before tax reported of Rs. (55.381) Millions is mainly on account of setting up of the office and plant infrastructure. In the coming years, speed of localization, winning Customer Projects are important challenges the company needs to overcome by taking rapid steps.

FIXED ASSETS

• Plant and equipment
• Furniture and fixtures
• Vehicles
• Office equipment
• Computer equipments
• Buildings
  

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.61.43
UK Pound	1	Rs.95.08
Euro	1	Rs.81.78

INFORMATION DETAILS

Report Prepared by :

KVT

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	4
PAID-UP CAPITAL	1~10	4
OPERATING SCALE	1~10	4
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	4
--PROFITABILIRY	1~10	4
--LIQUIDITY	1~10	4
--LEVERAGE	1~10	4
--RESERVES	1~10	4
--CREDIT LINES	1~10	4
--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
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		36

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.