MIRA INFORM REPORT

Report Date :

11.12.2013

IDENTIFICATION DETAILS

Name :	SETCO AUTOMOTIVE LIMITED (w.e.f. 14.02.2006)
Formerly Known As :	ERSTWHILE GUJARAT SETCO CLUTCH LIMITED
Registered Office :	Vadodara – Godhra Highway, Kalol, District Panchmahals – 389330, Gujarat
Country :	India
Financials (as on) :	31.03.2013
Date of Incorporation :	05.05.1982
Com. Reg. No.:	04-005203
Capital Investment / Paid-up Capital :	Rs.266.721 Millions
CIN No.: [Company Identification No.]	L35999GJ1982PLC005203
TAN No.: [Tax Deduction & Collection Account No.]	BRDG00832G
PAN No.: [Permanent Account No.]	AAACG7777K
Legal Form :	A Public Limited Liability Company. The Company’s Shares are Listed on the Stock Exchanges.
Line of Business :	Manufacturer and Exporter of Clutch Products for the Automotive and Hydraulic Products for Construction Equipment Industry.
No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

Ba (50)

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

Maximum Credit Limit :	USD 6900000
Status :	Satisfactory
Payment Behaviour :	Usually Correct
Litigation :	Clear
Comments :	Subject was jointly promoted by the Sheth Family and the Government of Gujarat. It is an established company having a satisfactory track record. There appears dip in profit of the company during the year 2013. However, overall fundaments of the company seems to be strong and healthy. Trade relations are reported to be fair. Business is active. Payment terms are usually correct. The co9mapny can be considered for business dealing 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 – 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

The current downturn provides an opportunity to push ahead with reforms to accelerate growth, says the latest India Development Update report released by the World Bank. The report says that the adverse effects of rupee depreciation are likely to be offset by the gains in the exports performance due to improved external competitiveness. Since May this year, the local currency has depreciated substantially and fell to a record level of Rs 68.85 to a dollar on August, 28.

A stagflation like situation appears to have arisen as inflation jumped to an eight month high of 6.46 % for the month of September. It is up from 6.10 % in August. Growth continues to be muted with factory output plunging to 0.6  % in August. Onion prices have risen nearly 300 % from last September. Vegetables cost nearly 90 % more than they did last year. Wake up to the economic contribution of slum dwellers. They contribute more than 7.5 % to the country’s gross domestic product, according to a recent study conducted in 50 top cities.

136000 estimated number of jobs created during the second quarter of the current financial year. 50000 estimated number of additional jobs in the field of corporate social responsibility in the coming years.

The International Finance Corporation expects to come out with its rupee linked bonds issue before the end of 2013 as a part of its plan to raise $ 1 billion. The Apple iPhone 5c (Rs 41900 for 16 GB variant) and 5s (Rs 53500 for 16GB variant) has been launched in India from 1^st November.

The Land Acquisition Act to provide just and fair compensation to farmers will come into force from January 1 next year, said Rural Development Minister Jairam Ramesh. The Act replaces a 119 year old registration. The Securities and Exchange Board of India has approved the trading of currency futures on the Bombay Stock Exchange. The exchange plans to launch the currency futures platform with advanced trading technology by the end of November.

EXTERNAL AGENCY RATING

Rating Agency Name	CARE
Rating	Long term bank facilities: BBB+
Rating Explanation	Moderate degree of safety and moderate credit risk.
Date	15.02.2013

Rating Agency Name	CARE
Rating	Short term bank facilities: A3+
Rating Explanation	Moderate degree safety and high credit risk.
Date	15.02.2013

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 1 : :	Vadodara – Godhra Highway, Kalol, District Panchmahals – 389330, Gujarat, India
Tel. No.:	91-2676-305600
Fax No.:	Not Available
E-Mail :	contact@setcoauto.com pharyan@setcoauto.com mmehta@setcoauto.com
Website :	www.setcoauto.com
Corporate Office :	2/A, Film Centre Building, Ground Floor, Tardeo Road, Mumbai - 400034, Maharashtra, India
Tel. No.:	91-22-40755555
Fax No.:	91-22-23520754
Factory 2 :	Sitarganj, Udham Singh Nagar - 262405, Uttaranchal, India

DIRECTORS

As on 31.03.2013

Name :	Mr. Harish Sheth
Designation :	Chairman and Managing Director
Name :	Mr. Arun Arora
Designation :	Director
Date of Birth/Age :	08.08.1945
Qualification :	B.Com, AMP, Business Management, Harvard Business School
Name :	Mr. Ashok Kumar Jha
Designation :	Director
Name :	Mr. Bhalchandra Naik
Designation :	Director
Name :	Mr. Harshal Shah
Designation :	Director
Date of Birth/Age :	16.12.1970
Qualification :	MBA from The Wharton School of Business, two Bachelors' degrees: in Management, and Electrical Engineering and Computer Science, with a Minor in Economics (Truman Gray Scholar from MIT and MIT Sloan School of Management)
Name :	Mr. Satish Deshpande
Designation :	Director
Name :	Mr. Shvetal Vakil
Designation :	Executive Director
Name :	Mr. Udit Sheth
Designation :	Executive Director

KEY EXECUTIVES

Name :	Mr. Mihir Mehta
Designation :	Company Secretary

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 30.09.2013

Category of Shareholders	No. of Shares	% of No. of Shares
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Individuals / Hindu Undivided Family	3338076	12.51
Bodies Corporate	13472769	50.50
Sub Total	16810845	63.02
(2) Foreign
Total shareholding of Promoter and Promoter Group (A)	16810845	63.02
(B) Public Shareholding
(1) Institutions
Financial Institutions / Banks	9150	0.03
Foreign Institutional Investors	1060500	3.98
Sub Total	1069650	4.01
(2) Non-Institutions
Bodies Corporate	888678	3.33
Individuals
Individual shareholders holding nominal share capital up to Rs. 0.100 Million	1899475	7.12
Individual shareholders holding nominal share capital in excess of Rs. 0.100 Million	1312199	4.92
Any Others (Specify)	4696634	17.61
Clearing Members	2869	0.01
Non Resident Indians	1401265	5.25
Foreign Corporate Bodies	3292500	12.34
Sub Total	8796986	32.98
Total Public shareholding (B)	9866636	36.98
Total (A)+(B)	26677481	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)	26677481	0.00

BUSINESS DETAILS

Line of Business :

Manufacturer and Exporter of Clutch Products for the Automotive and Hydraulic Products for Construction Equipment Industry.

GENERAL INFORMATION

No. of Employees :

Not Available

Bankers :

· HDFC Bank Limited

· Bank of Baroda

· ICICI Bank Limtied

Facilities :

Secured Loan	31.03.2013 (Rs. in Millions)	31.03.2012 (Rs. in Millions)
Long-term Borrowings
Term Loan From Bank	89.081	56.525
Short-term borrowings
Loans repayable on demand Working Capital Loan from Banks	1031.940	931.195
Total	1121.021	987.720
Note: Long-term Borrowings Indian rupee term loan from Bank of Baroda is repayable in 16 quarterly installments each of Rs. 7.188 Millions to be repaid by March, 2015. The loan is secured by first pari passu charge on company’s fixed assets (excluding cars/ vehicles) and the second charge on pari passu basis on stocks and book debts as collateral security. Indian rupee term loan from HDFC Bank is repayable in equated monthly installments each of Rs.0.086 Million by March 2015, and is secured against the vehicles purchased. Indian rupee term loan from Kotak Mahindra Prime Limited is repayable in equated monthly installments each of Rs.0.071 Million, by April, 2013 and is secured against the vehicles purchased. Short-term borrowings Working Capital Loans are secured by first charge by way of hypothecation of current assets including stocks, book debts etc. and second charge on entire fixed assets of the company on pari passu basis.

Banking Relations :	--
Auditors :
Name :	Manesh Mehta and Associates Chartered Accountants
Address :	Vadodara, Gujarat, India
Solicitors :
Name :	Wadia Ghandy and Company
Address :	Mumbai, Maharashtra, India
Associates :	· Western Engineering Works · SE Transstadia Private Limited · Transstadia (Ahmedabad) Private Limited · Transstadia Technologies Private Limited · Setco Engineering Private Limited · Transstadia Capital Private Limited · Setco Foundation · Transstadia Playsport Private Limited · Transstadia Sport Sciences Private Limited · Transstadia Technologies Private Limited · Transstadia Boxing India Private Limited · Transstadia Holdings Private Limited · Setco Holding Private Limited · Transstadia Hospitality Private Limited · Urdit Investment Private Limited
Subsidiaries :	· Setco Automotive UK Limited, UK · Setco Automotive N.A Inc, USA · WEW Holdings Limited, Mauritius

CAPITAL STRUCTURE

As on 28.09.2013

Authorised Capital :

No. of Shares	Type	Value	Amount
50000000	Equity Shares	Rs.10/- each	Rs. 500.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
26677481	Equity Shares	Rs.10/- each	Rs. 266.775 Millions

As on 31.03.2013

Authorised Capital :

No. of Shares	Type	Value	Amount
50000000	Equity Shares	Rs.10/- each	Rs. 500.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
26672113	Equity Shares	Rs.10/- each	Rs. 266.721 Millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.03.2013	31.03.2012	31.03.2011
I. EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	266.721	176.438	176.438
(b) Reserves & Surplus	1451.962	1051.637	704.347
(c) Money received against share warrants	0.000	0.000	0.000
(2) Share Application money pending allotment	0.225	4.892	0.000
Total Shareholders’ Funds (1) + (2)	1718.908	1232.967	880.785
(3) Non-Current Liabilities
(a) long-term borrowings	89.081	56.525	120.404
(b) Deferred tax liabilities (Net)	59.709	55.566	49.836
(c) Other long term liabilities	0.000	0.000	0.000
(d) long-term provisions	7.800	5.001	3.609
Total Non-current Liabilities (3)	156.590	117.092	173.849
(4) Current Liabilities
(a) Short term borrowings	1291.940	1041.195	686.993
(b) Trade payables	344.493	457.772	299.899
(c) Other current liabilities	122.764	170.046	172.666
(d) Short-term provisions	91.856	93.524	105.754
Total Current Liabilities (4)	1851.053	1762.537	1265.312
TOTAL	3726.551	3112.596	2319.946
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	1044.729	727.927	680.798
(ii) Intangible Assets	57.204	35.100	30.723
(iii) Capital work-in-progress	64.490	44.042	4.619
(iv) Intangible assets under development	74.712	75.342	34.732
(b) Non-current Investments	483.100	333.100	276.152
(c) Deferred tax assets (net)	0.000	0.000	0.000
(d) Long-term Loan and Advances	235.713	120.496	48.407
(e) Other Non-current assets	0.000	0.000	0.170
Total Non-Current Assets	1959.948	1336.007	1075.601
(2) Current assets
(a) Current investments	0.000	72.052	0.000
(b) Inventories	608.558	476.192	345.129
(c) Trade receivables	845.847	901.604	660.628
(d) Cash and cash equivalents	17.112	71.909	18.371
(e) Short-term loans and advances	295.086	254.662	220.047
(f) Other current assets	0.000	0.170	0.170
Total Current Assets	1766.603	1776.589	1244.345
TOTAL	3726.551	3112.596	2319.946

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2013	31.03.2012	31.03.2011
	SALES
		Income	3407.835	3653.784	3026.508
		Other Income	85.197	35.313	11.763
		TOTAL (A)	3493.032	3689.097	3038.271
Less	EXPENSES
		Cost of Materials and Components consumed	2148.898	2241.854	1776.886
		Purchase of Traded Goods	0.000	0.000	9.595
		Changes in Inventories of Finished Goods and Work in Progress- (Increase)	(98.996)	(54.070)	(12.684)
		Employee Benefits Expense	269.388	242.874	187.809
		Miscellaneous Expenditure Amortised	0.170	0.170	2.020
		Other Expenses	610.691	560.487	475.530
		Exceptional Items	0.000	28.440	0.000
		TOTAL (B)	2930.151	3019.755	2439.156
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		562.881	669.342	599.115
Less	FINANCIAL EXPENSES (D)		173.579	165.537	100.916
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		389.302	503.805	498.199
Less/ Add	DEPRECIATION/ AMORTISATION (F)		91.812	80.645	74.066
	PROFIT BEFORE TAX (E-F) (G)		297.490	423.160	424.133
Less	TAX (H)		24.119	(1.043)	95.370
	PROFIT AFTER TAX (G-H) (I)		273.371	424.203	328.763
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		NA	550.880	354.141
Less	APPROPRIATIONS
		Transfer to General Reserve	NA	NA	70.575
		Dividend	NA	NA	11.449
		Tax on Dividend	NA	NA	50.000
	BALANCE CARRIED TO THE B/S		NA	NA	550.880
	EARNINGS IN FOREIGN CURRENCY
		Export Earnings	290.010	222.118	178.545
		Interest from Foreign subsidiary	22.763	2.796	2.154
	TOTAL EARNINGS		312.773	224.914	180.699
	IMPORTS
		Raw Materials	556.583	479.825	425.125
		Capital Goods	1.079	22.514	0.029
	TOTAL IMPORTS		557.662	502.339	425.154
	Earnings Per Share (Rs.)
	Basic		10.28	16.03	18.63
	Diluted		10.27	16.01	18.61

KEY RATIOS

PARTICULARS		31.03.2013	31.03.2012	31.03.2011
PAT / Total Income	(%)	7.83	11.50	10.82
Net Profit Margin (PBT/Sales)	(%)	8.73	11.58	14.01
Return on Total Assets (PBT/Total Assets}	(%)	9.58	18.09	13.96
Return on Investment (ROI) (PBT/Networth)		0.17	0.34	0.48
Debt Equity Ratio (Total Debt /Networth)		0.80	0.89	0.92
Current Ratio (Current Asset/Current Liability)		0.95	1.01	0.98

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

MANAGEMENT DISCUSSIONS AND ANALYSIS

ECONOMIC OVERVIEW FY 2012-13

The financial year 2012-13, in India, was a year of dampened investor sentiments with the overall investment appetite undergoing a contraction and a stark slowing down in the pace of execution of various new projects. This has majorly come into effect due to dwindling demand conditions rising from global cues, unavailability of key raw materials such as iron ore, coal etc. and projects being affected from regulatory issues such as key project clearances being stalled and land acquisition being made difficult. Deceleration in industrial output and exports weakened India's Economic growth further. The weak macro environment and the slow growth of cost of capital investment in industrial sector remained sluggish. In the year 2012-13, the previous year's 3.6% growth in agricultural sector was also not mirrored in the current year which saw a year-on-year growth of a mere1.8%. This was the effect of a delayed monsoon as compared to the previous year. There by, during the financial year 2012-13 the Indian economy witnessed an unhurried sluggish growth rate of 5% to 5.5%. Year-on-year GDP growth rate in the third quarter was the second lowest in recent year at 4.5%. Simultaneously, the global economy also continued its weak performance and was down from 4% in 2011 to 3.2% in 2012.

AUTO INDUSTRY:

After a temporary slowdown in 2009, the auto industry bounced back with strong growth for the next 3 years. However, the growth momentum suffered a major setback in FY 2012 -13 on account of the above economic factors. The auto industry suffered the impact of delayed monsoon, rising interest costs, higher fuel prices, volatile labour relations and rupee depreciation.

Contrary to estimates made last year, the commercial vehicle industry which has a direct correlation with the economic environment of the country registered a de-growth of2%. The Light Commercial Vehicle (LCV) segment grew by 14%, while the Medium and Heavy Commercial [M and HCV) Industry fell by a massive 28%. Protracted ban on the mining industry and decline in industrial and construction sectors resulted in such a sharp decline.

The auto component industry, which has been the focus of attention from many global players and investor community, has witnessed demand softening mainly from the OEM and Exports throughout FY 2012 - 13.

However, having the advantage of being a low cost country with superior engineering capabilities the Indian auto component industry remains fundamentally robust and well positioned to become the Global Auto Hub. From the current turnover of USD $43 billion, the Indian auto industry is expected to cross turnover of USD $ 113 billion by FY 2020-21(source: AC MA).

The Company's Operational Highlights in FY 2012 -13:

1. Impervious by the slowing down in the commercial vehicle sector, the Company maintained its leadership position of being the largest supplier of commercial vehicle clutches to major OEM's in India.

2. On a standalone basis, the Company recorded sales of Rs. 3407.800 Millions compared to Rs. 3653.700 Millions in the previous year this decline of 8.10% was much lower than the industry drop of 27%. This was possible mainly because of the cushion the Company enjoys from its presence in the after-market segment which grew by 16% and the Exports segment which grew by 30% Y-o-Y On a consolidated basis the Company recorded Sales of Rs. 3990.000 Millions compared to Rs. 4230.000 Millions Sales in the previous year

3. On a Standalone basis, EBIDTA reduced by 19% at Rs. 560.000 Millions compared to Rs. 700.000 Millions in the previous year and on a consolidated basis EBIDTA reduced 22% at Rs. 610.000 Millions compared to Rs. 780.000 Millions in the previous year. This was mainly on account of higher input cost resulting out of foreign exchange increases on imported raw materials and certain payroll increase in anticipation of economy growth which unfortunately did not maintain.

4. Net Profit was Rs. 270.000 Millions compared to Rs. 420.000 Millions in the previous year on a standalone basis and was Rs. 260.000 Millions compared to Rs. 450.000 Millions on a consolidated basis

5. Standalone Net Worth of the Company increased to Rs. 1430.000 Millions from Rs. 1230.000 Millions in the previous year. Consolidated Net Worth increased to Rs. 1530.000 Millions from Rs. 1300.000 Millions in the previous year

6. The Board of Directors recommended a dividend of Rs. 2.65 per equity share The Company mainly operates in 3 market segments; OEM, After market COES) and Exports. The graph below gives the contribution of revenue from each of these segments:

OEM:

The OEM segment which is largely driven by the economic environment of the country suffered a massive decline in demand in FY 2012-13. All the OEM's in India like Tata Motors, Ashok Leyland, Volvo -Eicher and Asia Motor Works had periodic shut down of production facilities on account of weak demand. The M and HCV segment dropped by 28%for FY 2012-13. The 4th Quarter of the year was the worst hit and witnessed a drop of 40%.Given that the Company is a preferred single source supplier of clutches to all OEM's its OEM Sales sharply dropped by 27% in the year.

However, on the positive side, the Company known for its superior quality and preferred supplier to all OEM's has started supplies to Bharat Benz, the Indian subsidiary of Daimler Commercial Vehicles Company in Germany. Besides the Company has attracted attention of many global players who are venturing into India and is in discussions with many global players for supply of clutches in India.

This combined with the revival in economy expected to come around soon, the Company is in a strong position to capitalize on the opportunities and register a strong growth in the OEM segment.

AFTER MARKET:

The Aftermarket Segment has acted as a cushion during the vagaries of cyclic nature of the economy and OEM segment. The Company has consistently registered a double digit growth in this segment since the last few years

There are approx 4 million commercial vehicles on the Indian roads. Approx 50% of these belong to the M and, HCV segment. In recent years, with the influx of superior technology commercial vehicles and increased consciousness on quality the demand for genuinere placement parts has grown significantly. With the introduction of BS III norms in October 2010, the Company started supply of these technologically advanced clutches in the OEM segment. Given that the average life of the commercial vehicle clutch is approx 3years, these clutches will now come for replacement from October 2013 onwards. This will result increased revenues and improved margins. Besides the Company plans to enter into the LCV segment in the OEM and After-market segments which will ensure steady growth in this segment.

EXPORTS:

The Company considers the Export segment to be the next level growth engine. Supportive government policies, availability of reasonably priced talented workforce, availability of raw materials and stable outlook for the industry has made many global automotive companies to look at India for their sourcing needs. Realizing this huge opportunity the Company has been diligently working on development of new products and increase penetration to new markets around the world with a prime focus to offer superior quality clutches at competitive prices. During the year, the Company started supplies to new countries like Singapore, Nigeria, Israel and Saudi Arabia. In addition, through our English and American subsidiaries the Company has started penetration into Eastern European and South American countries. These markets have immense potential and will be a major contributor to our exports growth story. Riding on the back of their efforts, exports grew by 30% compared to the previous year. In addition the Company is in discussions with some global commercial vehicle manufacturers in Europe for potential supply of clutches for their OEM requirement. The Company is confident of this segment's potential and has its plan of reaching Rs. 1000.000 Millions exports turnover by FY 2015 - 16.

OVERSEAS SUBSIDIARIES:

Setco Automotive (UK) Limited (SAUL)

Prolonged subdued economic conditions in Europe have resulted in the entire continent facing testing times. In addition, the Euro zone crises have made conditions deteriorate. Under these testing times, the English subsidiary has managed to maintain its revenue at 2.81 million against 2.73 million in the previous year.

Setco Automotive (NA) Inc (SANAI)

The subprime financial crises in the American Continent continue to have an adverse impact on the Country's growth. Despite the weak sentiments, the American subsidiary has managed to maintain its top line revenues at $9.18 million and recorded a profit of $0.21million. The American economy has shown some signs of stability and is expected to grow in the immediate future. In addition, the Company is strengthening its marketing setup and venturing into new territories of Mexico and Brazil which has huge potential and acceptability of their "LIPE" clutches.

Together both the subsidiaries play a very pivotal role in the Company's vision of becoming a Rs. 10000.000 Millions Company by 2017 – 18.

OUTLOOK

Going ahead industry participants expect GDP in FY 13-14 to be c. 6%. The RBI remains focused on arresting inflation and is expected to continue following a conservative policy on interest rates. They hope to experience some pick up in manufacturing and mining as the slowdown is appearing to bottom out. Outlook for the global economy is currently a mixed basket which displays areas of concerns as well as some bright spots. With the IMF expecting developing economies to grow relatively strongly at 5.7% for 2014, US is expected to recover faster while the Euro Zone may be relatively slower. With this, the overall global economic growth will remain subdued.

India is expected to regain its economic momentum and growth is expected to recover gradually to its high long term potential. The key challenges for the Indian economy this year would be to revive demand, fast track infrastructure projects, improvise electricity generation and increase industrial production. They can relatively be sure of this growth due to the fact that the government will push harder for reforms to keep the India growth story alive.

UNSECURED LOAN

PARTICULARS	31.03.2013 (Rs. in Millions)	31.03.2012 (Rs. in Millions)
Short-term borrowings
Loans repayable on demand Working Capital Loan from Banks	260.000	110.000
Total	260.000	110.000
Note: Unsecured loan from ICICI Bank of Rs.200.000 Millions is guaranteed by personnel guarantee of chairman and managing director of the company.

INDEX OF CHARGES

S.NO.	CHARGE ID	DATE OF CHARGE CREATION/MODIFICATION	CHARGE AMOUNT SECURED	CHARGE HOLDER	ADDRESS	SERVICE REQUEST NUMBER (SRN)
1	10426210	15/10/2013 *	2,524,800,000.00	BANK OF BARODA	KALOL, DIST. PANCHMAHAL, PANCHMAHAL, GUJARAT -38 9330, INDIA	B88471545
2	10426892	15/10/2013 *	2,524,800,000.00	BANK OF BARODA	KALOL, DIST. PANCHMAHAL, PANCHMAHAL, GUJARAT - 389330, INDIA	B88472030
3	10426213	25/04/2013	2,524,800,000.00	BANK OF BARODA	KALOL, DIST. PANCHMAHAL, PANCHMAHAL, GUJARAT - 389330, INDIA	B75296574
4	10401897	28/01/2013	100,000,000.00	ICICI BANK LIMITED	LANDMARK, RACE COURSE CIRCLE, VADODARA, GUJARAT - 390007, INDIA	B67648089
5	10060665	06/02/2009 *	375,169,000.00	BANK OF BARODA	KALOL (PANCHMAHAL), KALOL (PANCHMAHAL), BARODA, GUJARAT - 389330, INDIA	A57268955
6	10060667	29/02/2012 *	474,600,000.00	BANK OF BARODA	KALOL, DIST. PANCHMAHAL, PANCHMAHAL, GUJARAT - 389330, INDIA	B35471119
7	10060663	29/02/2012 *	950,000,000.00	BANK OF BARODA	KALOL, DIST. PANCHMAHAL, PANCHMAHAL, GUJARAT - 389330, INDIA	B35469063
8	10071316	29/02/2012 *	1,424,600,000.00	BANK OF BARODA	KALOL, DIST. PANCHMAHAL, PANCHMAHAL, GUJARAT - 389330, INDIA	B35378090
9	10009835	27/06/2006	3,600,000.00	THE BANK OF BARODA	KALOL-389330, KALOL, GUJARAT - 389330, INDIA	A02394930
10	10007546	27/06/2006	436,444,000.00	BANK OF BARODA	KALOL 389330, KALOL, GUJARAT - 389330, INDIA	A01764679

* Date of charge modification

CONTINGENT LIABILITIES:

(Rs. in millions)

PARTICULARS

31.03.2012

STATEMENT OF UNAUDITED STANDALONE FINANCIAL RESULTS FOR THE QUARTER AND HALF YEAR ENDED SEPTEMBER 30, 2013

(Rs. In Millions)

Sr. No.	Particulars	Quarter Ended		Half Year Ended
		30.09.2013	31.06.2013	30.09.2013
		(Unaudited)	(Unaudited)	(Unaudited)
1a.	Net Sales / Income from Operations (net of excise duty)	737.500	638.800	1376.300
1b.	Other Operating Income	-	--	--
1	Total Income from operations [1a. + 1.b]	737.500	638.800	1376.300
2	Expenses
a.	Cost of materials consumed	445.900	372.00	817.900
b.	Purchases of stock-in-trade	--	--	--
c.	Changes in inventories of finished goods, work-in-progress and stock-in-trade	(9.900)	(6.300)	(162.200)
d.	Employee benefits expense	89.700	64.700	154.400
e.	Depreciation and amortisation expense	25.700	23.700	49.400
f.	Other expenses	141.800	132.500	274.300
	Total Expenses	693.200	586.600	1279.800
3	Profit from operations before other income, finance costs and exceptional items (1-2)	44.300	52.200	96.500
4	Other Income	80.900	45.400	126.300
5	Profit from ordinary activities before finance costs and exceptional items (3+4)	125.200	97.600	222.800
6	Finance costs	49.500	45.500	95.000
7	Profit from ordinary activities after finance costs but before exceptional items (5-6)	75.700	52.100	127.800
8	Exceptional Items - credit/(charge)	--	--	--
9	Profit from ordinary activities before tax (7+8)	75.700	52.100	127.800
10	Tax expense	25.800	12.500	38.300
11	Mat credit availed	(19.200)	(1.600)	(20.800)
12	Net Profit from ordinary activities After Tax [9-10-11]	69.100	41.200	110.300
13	Extraordinary Items	--	--	--
14	Net Profit for the period (12-13)	69.100	41.200	110.300
15	Paid up Equity Share Capital (Face Value f. 10/- per equity share)	266.800	266.800	266.800
15	Reserves excluding Revaluation Reserve as per balance sheet of previous accounting year	--	--	--
17	i. Earnings Per Share (EPS) before extraordinary items (of Rs. 10/- each) (not annualised):
	(a) Basic – Rs.	2.24	1.90	4.14
	(b) Diluted - Rs.	2.23	1.90	4.13
	i. Earnings Per Share (EPS) after extraordinary items (of Rs.10/- each) (not annualised):
	(a) Basic - Rs.	2.24	1.90	4.14
	(b) Diluted - Rs.	2.23	1.90	4.13

Part II : Select Information for the quarter / Half year Sept 30, 2013

A.	PARTICULARS OF SHAREHOLDING
1	Public Shareholding
	- Number of Shares	9866636	9866261	9866636
	- Percentage of Shareholding	36.98%	36.98%	36.98%
2	Promoters and Promoter Group Shareholding
	a) Pledged/Encumbered
	- Number of shares	553020	553020	553020
	- Percentage of shares (as a % of the total shareholding of promoter and promoter group)	3.29%	3.29%	3.29%
	- Percentage of shares (as a % of the total share capital of the company)	2.07%	2.07%	2.07%
	b) Non-Encumbered
	- Number of shares	16257825	16257825	16257825
	- Percentage of shares (as a % of the total shareholding of promoter and promoter group)	96.71%	6.71%	96.71%
	- Percentage of shares (as a % of the total share capital of the company)	60.95%	60.95%	60.95%

B	INVESTOR COMPLAINTS	Quarter ended September 30, 2013
	Pending at the beginning of the quarter	-
	Received during the quarter	44
	Disposed of during the quarter	44
	Remaining unresolved at the end of the quarter	0

Unaudited Financial Results for the half year ended September 30, 2012

(Rs. In Millions)

	Statement of Assets and Liabilities		As on 30-Sep-13
		Unaudited
A		EQUITY AND LIABILITIES
	1	Shareholders' funds
		(a) Share capital	266.800
		(b) Reserves and surplus	1561.300
		Sub-total - Shareholders' funds	1828.100
	2	Share application money pending allotment	--
	3	Non-current liabilities
		(a) Long-term borrowings	127.700
		(b) Deferred tax liabilities (net)	77.200
		(c) Other long-term liabilities	0.000
		(d) Long-term provisions	9.800
		Sub-total - Non-current liabilities	214.700
	4	Current liabilities
		(a) Short-term borrowings	1261.300
		(b) Trade payables	297.300
		(c) Other current liabilities	119.400
		(d) Short-term provisions	94.300
		Sub-total - Current liabilities	1772.300
		TOTAL - EQUITY AND LIABILITIES	3815.100
B		ASSETS
	1	Non-current assets
		(a) Fixed assets	1286.500
		(b) Non-current investments	514.100
		(c) Deferred tax assets (net)	0.000
		(d) Long-term loans and advances	278.200
		(e) Trade receivables	0.000
		(f) Other non-current assets	0.000
		Sub-total - Non-current assets	2078.800
	2	Current assets
		(a) Current investments	0.000
		(b) Inventories	669.700
		(c) Trade receivables	675.300
		(d) Cash and cash equivalents	4.900
		(e) Short-term loans and advances	386.400
		(f) Other current assets	0.00
		Sub-total - Current assets	1736.300
		TOTAL - ASSETS	3815.100

Note:

During the quarter ended September 30, 2013, the company has allotted 375 equity shares of Rs 10/- each to Stock Option Grantees on exercise of their stock options under the company's Employees' Stock Option Scheme, 2010.

Other income inter-alia includes a.) Dividend from Associates Concern of Rs. 28.700 Millions and b.) Interest / commission / Mgt fees of Rs. 21.800 Millions from charged to foreign subsidiaries.

MAT credit entitlement includes impact of weighted deduction allowable u/s 35 (2 AB) of Income Tax Act, 1961 on company’s R and F activities approved by department of scientific and Industrial Research.

The Company is primarily engaged in business of clutch manufacturing and accordingly there are no separate reportable segments.

Figures for the previous period have been regrouped, reclassified wherever necessary.

The above financial statements were reviewed and recommended by the Audit Committee and were approved by the Board of Directors at their meeting held on November 7, 2013 and were subjected to limited review by Statutory Auditors.

FIXED ASSETS

Tangible Assets

· Land

· Buildings

· Plant and Machinery

· Furniture and Fixtures

· Office Equipments

· Pollution Equipments

· Computers

· Electric Fittings

· Vehicles

Intangible Assets

· Goodwill

· Product Development

· Technical Know how

· Computer Software

· Web Site Development

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.61.21
UK Pound	1	Rs.100.65
Euro	1	Rs.84.15

INFORMATION DETAILS

Report Prepared by :

KVT

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	6
PAID-UP CAPITAL	1~10	6
OPERATING SCALE	1~10	6
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	6
--PROFITABILIRY	1~10	5
--LIQUIDITY	1~10	5
--LEVERAGE	1~10	5
--RESERVES	1~10	6
--CREDIT LINES	1~10	6
--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		50

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.