MIRA INFORM REPORT

Report Date :

13.12.2013

IDENTIFICATION DETAILS

Name :	KOHLER INDIA CORPORATION PRIVATE LIMITED (w.e.f. 20.06.2005)
Formerly Known As :	KOHLER POWER SYSTEMS AND SERVICES PRIVATE LIMITED
Registered Office :	138/6, 6^th ‘A’ Cross, 10^th Main, Raj Mahal Vilas Extension, Sadashivnagar, Bangalore – 560 080, Karnataka
Country :	India
Financials (as on) :	31.03.2013
Date of Incorporation :	20.09.1999
Com. Reg. No.:	08-025725
Capital Investment / Paid-up Capital :	Rs.8013.046 millions
CIN No.: [Company Identification No.]	U31101KA1999PTC025725
TAN No.: [Tax Deduction & Collection Account No.]	RTKK02755E/ BLRK01504G
PAN No.: [Permanent Account No.]	AABCK2145E
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturing and Trading of Sanitary Fittings Products.
No. of Employees :	Information declined by the Management.

RATING & COMMENTS

MIRA’s Rating :

B (27)

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

Maximum Credit Limit :	USD 11493000
Status :	Moderate
Payment Behaviour :	Slow
Litigation :	Exist
Comments :	Subject is a subsidiary of “Kohler Co. USA”. It is an established company having a moderate track record. There appears huge accumulated losses recorded by the company. However, trade relations are reported to be fair. Business is active. Payments are reported to be slow. 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

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.

RBI DEFAULTERS’ LIST STATUS

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

EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS

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

INFORMATION DECLINED

Management non-cooperative

(Tel. No.: 91-80-23616208)

LOCATIONS

Registered Office :	138/6, 6^th ‘A’ Cross, 10^th Main, Raj Mahal Vilas Extension, Sadashivnagar, Bangalore – 560 080, Karnataka, India
Tel. No.:	91-80-23616208 / 23614555 / 23616831 / 23610231 / 23366208 / 231 / 831 / 23446320
Fax No.:	91-80-23615972 / 23315972
E-Mail :	infoindia@kohler.com info@kohlerindia.com
Website :	www.kohler.com www.kohler.co.in
Corporate Office :	6^th Floor, Office Tower, Ambience Island, NH-8, Gurgaon – 122 001, Haryana, India
Tel. No.:	91-124-4319601
Fax No.:	91-124-4319699

DIRECTORS

AS ON 30.09.2013

Name :

Mr. Salil Sadanandan

Designation :

Managing Director

Address :

602, B Beverly Park-I, M.G. Road, Gurgaon – 122 002, Haryana, India

Date of Birth/Age :

15.04.1966

Date of Appointment :

29.09.2012

DIN No.:

05229638

PAN No.:

AVBPS6451R

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	U31101KA1999PTC025725	KOHLER INDIA CORPORATION PRIVATE LIMITED	Managing director	29/09/2012	27/03/2012	-	Active	NO

Name :

Mr. Teng Chee Min

Designation :

Director

Address :

30, Peakville Avenue, Singapore – 487799, India

Date of Birth/Age :

27.02.1968

Date of Appointment :

17.07.2006

DIN No.:

00792857

Name :

Mr. Lawrence Richard Bryce

Designation :

Director

Address :

367, Woodlake Court, Kohler, Wisconsin, United States of America 53044

Date of Birth/Age :

03.05.1962

Date of Appointment :

30.09.2013

DIN No.:

01547577

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	U29150MH1970PTC014775	POTAIN INDIA PRIVATE LIMITED	Director	19/07/2007	19/07/2007	01/01/2012	Active	NO
2	U52599PN2007PTC130491	MANITOWOC INDIA PRIVATE LIMITED	Director	29/12/2008	20/08/2007	01/01/2012	Active	NO
3	U31101KA1999PTC025725	KOHLER INDIA CORPORATION PRIVATE LIMITED	Director	30/09/2013	13/12/2012	-	Active	NO

Name :

Mr. Puneet Purshottam Lal Sharma

Designation :

Managing Director

Address :

G-40, Jangpura Extension, New Delhi – 110 014, India

Date of Birth/Age :

10.06.1967

Date of Appointment :

01.10.2013

DIN No.:

06701086

KEY EXECUTIVES

Name :	Mr. Garima Ahuja
Designation :	Secretary
Address :	H-702, Suncity Heights, Sector – 54, Gurgaon – 122 002, Haryana, India
Date of Birth/Age :	03.10.1980
Date of Appointment :	10.11.2008
PAN No.:	AFBPC4320F

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 30.09.2013

Names of Shareholders	No. of Shares
Kohler Co., USA	801304641
Suresh Kumar (Nominee of Kohler Co.)	1
Total	801304642

AS ON 30.09.2013

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]	99.99
Other top fifty shareholders	0.01
Total	100.00

BUSINESS DETAILS

Line of Business :

Manufacturing and Trading of Sanitary Fittings Products.

Products :

Item Code No. (ITC Code)	74182010
Product Description	Sanitary ware

GENERAL INFORMATION

No. of Employees :	Information declined by the Management.
Bankers :	Not Available
Facilities :	--

Banking Relations :	--
Auditors :
Name :	Deloitte Haskins and Sells Chartered Accountants
Address :	7^th Floor, Building 10, Tower B, DLF City Complex, DLF City, Phase-II, Gurgaon - 122 002, Haryana, India
Tel. No.:	91-11-66622000
Fax No.:	91-11-66622012
PAN No.:	AABFD2095B
Holding Company :	Kohler Co., United States
Fellow Subsidiary Companies :	Kohler Asia Pacific Limited, Hong Kong Beijing Kohler Limited, China Foshan Kohler Limited, China Kohler Thailand Public Co. Limited, Thailand Kohler China Investment Co. Limited, China Kohler France S.A., France Kohler Egypt – Sife, Egypt Shanghai Kohler Limited, China Kohler Co., Singapore Lombardini India Private Limited, India (CIN No.: U29111MH2001PTC131781) Societe Industrielle France Egypttiene, Egypt Kohler Mira Limited, UK Kohler New Zealand, New Zealand Changshu Kohler Limited, China Nanchang Kohler Limited, China Shanghai Kohler Electronics Limited, China Zhuhai Kohler Kitchen and Bathroom, China Kohler Sanimex, Mexico SDMO Industries Serv. PR., France Kohler Italia Kitchen and Bath, Italy

CAPITAL STRUCTURE

AS ON 30.09.2013

Authorised Capital :

No. of Shares	Type	Value	Amount
956000000	Equity Shares	Rs.10/- each	Rs.9560.000 millions
105000000	Preference Shares	Rs.10/- each	Rs.1050.000 millions
	Total		Rs.10610.000 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
801304642	Equity Shares	Rs.10/- each	Rs.8013.046 millions

AS ON 31.03.2013

Authorised Capital :

No. of Shares	Type	Value	Amount
806000000	Equity Shares	Rs.10/- each	Rs.8060.000 millions
105000000	Preference Shares	Rs.10/- each	Rs.1050.000 millions
	Total		Rs.9110.000 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
801304642	Equity Shares	Rs.10/- each	Rs.8013.046 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	8013.046	5013.046	2763.046
(b) Reserves & Surplus	(5139.863)	(3867.821)	(2400.912)
(c) Money received against share warrants	0.000	0.000	0.000
(2) Share Application money pending allotment	0.000	0.000	0.000
Total Shareholders’ Funds (1) + (2)	2873.183	1145.225	362.134
(3) Non-Current Liabilities
(a) Long-term borrowings	0.000	0.000	0.000
(b) Deferred tax liabilities (Net)	0.000	0.000	0.000
(c) Other long term liabilities	11.839	5.491	24.523
(d) Long-term provisions	42.304	32.674	40.459
Total Non-current Liabilities (3)	54.143	38.165	64.982
(4) Current Liabilities
(a) Short term borrowings	1400.908	2491.759	3433.500
(b) Trade payables	425.838	720.784	560.320
(c) Other current liabilities	96.407	109.070	113.374
(d) Short-term provisions	8.911	6.711	0.013
Total Current Liabilities (4)	1932.064	3328.324	4107.207
TOTAL	4859.390	4511.714	4534.323
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	2743.529	2945.122	3350.695
(ii) Intangible Assets	16.271	25.581	38.370
(iii) Capital work-in-progress	163.493	151.875	54.621
(iv) Intangible assets under development	0.000	0.000	0.000
(b) Non-current Investments	0.000	0.000	0.000
(c) Deferred tax assets (net)	0.000	0.000	0.000
(d) Long-term Loan and Advances	118.585	155.972	217.921
(e) Other Non-current assets	0.472	0.724	0.410
Total Non-Current Assets	3042.350	3279.274	3662.017
(2) Current assets
(a) Current investments	0.000	0.000	0.000
(b) Inventories	1215.492	811.289	604.612
(c) Trade receivables	262.135	119.367	105.749
(d) Cash and cash equivalents	20.560	55.080	26.635
(e) Short-term loans and advances	310.014	243.375	135.179
(f) Other current assets	8.839	3.329	0.131
Total Current Assets	1817.040	1232.440	872.306
TOTAL	4859.390	4511.714	4534.323

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2013	31.03.2012	31.03.2011
	SALES
		Income	3089.504	2063.120	1817.750
		Other Income	8.200	12.343	13.098
		TOTAL	3097.704	2075.463	1830.848
Less	EXPENSES
		Office Expenses	NA	NA	NA
		Administrative Expenses
		Advertising Expenses
		TOTAL	NA	NA	NA
	DEPRECIATION/ AMORTISATION		451.712	510.591	426.687
	PROFIT / (LOSS) FOR THE YEAR		(1272.042)	(1466.910)	(1029.467)
	EARNINGS IN FOREIGN CURRENCY
		FOB Value of Exports	NA	NA	242.990
		Salaries & Wages	NA	NA	24.062
		Legal & Professional	NA	NA	0.793
		Travelling	NA	NA	1.057
		Communication	NA	NA	0.105
		Others	NA	NA	0.704
	TOTAL EARNINGS		NA	NA	269.711

KEY RATIOS

PARTICULARS	31.03.2013	31.03.2012	31.03.2011
Debt Equity Ratio (Total Debt/Networth)	0.49	2.18	9.48
Current Ratio (Current Asset/Current Liability)	0.94	0.37	0.21

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	Yes
23]	Banking Details	No
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	Yes
33]	Voter ID No of Proprietor/Partner/Director, if available	No
34]	External Agency Rating, if available	No

LITIGATION DETAILS:

High Court of Karnataka - Principal Bench at Bangalore

ITA 134/2013

CASE PENDING

Petitioner/Appnt. Name:	The Commissioner of Income Tax
Respondent/Defnt. Name:	Kohler India Corporation Private Limited
Petnr./Appnt. Advocate	K.V. Aravind
Respnt./Defnt. Advocate	--
Date Filed	18.03.2013
District:	Bangalore City

Stage	HEARING
Last Posted for	Admission
Last Action Taken	ADMIT/RULE
Last Date of Action	13.08.2013
Next hearing date
Latest Order:	TO EXAMINE SUBSTANTIAL QUESTIONS OF LAW
Before Hon'ble Judge/s	D.V. Shylendra Kumar
	B.S. Indrak

Lower Court Details [Appeal from below case.]

Case No	Court name	Disposal Dt
ITA 1213/2011	INCOME TAX APPELLATE TRIBUNAL

Note:

No Charges Exist for Company.

Unsecured Loans	31.03.2013 (Rs. in Millions)	31.03.2012 (Rs. in Millions)
SHORT-TERM BORROWINGS
Foreign currency term loans from banks	69.610	164.259
Working capital loans from banks	1290.000	2327.500
Loans repayable on demand from banks	41.298	0.000
Total	1400.908	2491.759

OPERATIONS:

Company registered a growth during the period. The total sales were up approximately by 50% as compared to sales of the last corresponding period.

MARKETING/ PROMOTIONAL REVIEW:

Company’s corporate identity is synonymous with the Companies core values strengthening the portfolio and engaging the specific community was the major objective during the review period. Keeping this objective as base, during the period, Company carried out various marketing/promotional campaigns in order to promote the Company the prominent being:

a) Launch of Vibrant range through an event and microsite along with television campaign showcasing vibrant range demonstrated through, online and outdoor media.

b) Other product launches include Atila, Toobi, Cuff and Strayt.

FIXED ASSETS:

· Building

· Computer and Peripherals

· Plant and Machinery

· Office Equipments

· Furniture and Fixtures

· Vehicles

· Leasehold Improvements

· 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.61.62
UK Pound	1	Rs.100.84
Euro	1	Rs.84.98

INFORMATION DETAILS

Information Gathered by :	PLK
Report Prepared by :	SMN

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	4
PAID-UP CAPITAL	1~10	4
OPERATING SCALE	1~10	3
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	4
--PROFITABILIRY	1~10	-
--LIQUIDITY	1~10	3
--LEVERAGE	1~10	3
--RESERVES	1~10	3
--CREDIT LINES	1~10	3
--MARGINS	-5~5	-
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	YES
--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		27

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.