MIRA INFORM REPORT

Report Date :

21.02.2013

IDENTIFICATION DETAILS

Name :	TENNECO AUTOMOTIVE INDIA PRIVATE LIMITED
Registered Office :	122, SIPCOT Industrial Complex, Hosur – 635126, Tamilnadu
Country :	India
Financials (as on) :	31.03.2010
Date of Incorporation :	12.01.1998
Com. Reg. No.:	18-015231
Capital Investment / Paid-up Capital :	Rs. 212.164 Millions
CIN No.: [Company Identification No.]	U34300TZ1998PTC015231
TAN No.: [Tax Deduction & Collection Account No.]	CHET02650E
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturer and Supplier of Car Silencer and Exhaust Systems.
No. of Employees :	2000 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

Ca (18)

RATING		STATUS	PROPOSED CREDIT LINE
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

Status :	Moderate
Payment Behaviour :	Unknown
Litigation :	Clear
Listing :	--
Banker’s Note :	--
Comments :	Subject is an 100% subsidiary of Tenneco Inc. USA. Subject is an established company having a moderate track record. The latest financial for the year 2010-11, 2011-12 are not made available with the government department. As per previous year’s, the appears huge accumulated losses recorded by the company. The external borrowing of the company appears to be huge. However, company gets a good support from its holdings company. Trade relations are reported to be fair. Business is active. Payments are unknown. The company can be considered for business dealings on a safe and secured 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

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 PARTED BY

Name :	Mr. Prakash Jadhav
Designation :	HR Department
Contact No.:	91-9552534112
Date :	13.02.2013

LOCATIONS

Registered Office :	122, SIPCOT Industrial Complex, Hosur – 635126, Tamilnadu, India
Tel. No.:	91-4344-277395 / 409103
Mobile No.:	91-9552534112
Fax No.:	91-4344-400150 / 409103
E-Mail :	jsrinivasan@tenneco.com sgulvi@tenneco.com ksekhar@tenneco.com info@tenneco.com
Website :	www.tenneco.com
Area :	2000sq.fts
Location :	Owned
Factory :	No.122, Gat No 1396/1397, At Post Sanaswadi, Pune – 412208, Maharashtra, India
Tel. No.:	91-2137-308800
Location :	Owned

DIRECTORS

As on 01.04.2011

Name :	Mr. Abhijit Mukherje
Designation :	Director
Address :	Karl Van Loreinelaan – 3, Tervuren – 3080, Brussels
Date of Birth/Age :	14.01.1958
Date of Appointment :	30.09.2009
DIN No.:	02428684

Other Directorship:

S.No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Company Status	Defaulting status
1	U74140TN2002PTC049762	TENNECO INDIA ENGINEERING AND SHARED SERVICES PRIVATE LIMITED	Director	25/09/2009	7/11/2008	Amalgamated	NO
2	U29112TZ2000PTC015443	TENNECO EXHAUST INDIA PRIVATE LIMITED	Director	30/09/2009	7/11/2008	Amalgamated	NO
3	U35923TZ1977PTC010502	RENOWNED AUTO PRODUCTS MFRS PRIVATE LIMITED	Director	30/09/2009	25/11/2008	Amalgamated	NO
4	U29130TZ1953PTC010520	TENNECO RC INDIA PRIVATE LIMITED	Director	30/09/2009	25/11/2008	Amalgamated	NO
5	U34300TZ1998PTC015231	TENNECO AUTOMOTIVE INDIA PRIVATE LIMITED	Director	30/09/2009	29/11/2008	Active	NO

Name :	Mr. Jose Maria Fornos Montserrat
Designation :	Additional Director
Address :	Val Des Seigneurs, 67, A , BTE 6, Brussels
Date of Birth/Age :	29.01.1953
Date of Appointment :	23.02.2011
DIN No.:	03421903

KEY EXECUTIVES

Name :	Mr. Srinivasan Jayalakshmi
Designation :	Secretary
Address :	Flat No.3, Parsnaditya Apartment, 292, Lloyds Road, Avvai Shunmuga Salai, Gopalapuram, Chennai- 600086, Tamil Nadu, India
Date of Birth/Age :	04.04.1965
Date of Appointment :	20.07.2010
PAN No.:	ADMPJ3141L

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 01.04.2011

Names of Shareholders	No. of Shares
Tenneco Mauritius Limited , Mauritius	13733777
Tenneco Mauritius Holding Company, Mauritius	47655756
Tenneco Global Holdings Inc., USA	21
TOTAL	61389554

AS ON 01.04.2011

Equity Share Break up (Percentage of Total Equity)

Category	Percentage
Foreign holdings( Foreign institutional investor(s), Foreign companie(s) Foreign financial institution(s), Non-resident Indian(s) or Overseas Corporate bodies or Others	100.00
TOTAL	100.00

BUSINESS DETAILS

Line of Business :

Manufacturer and Supplier of Car Silencer and Exhaust Systems.

Products :

Product Descriptions	ITC Code
Shock absorber for three and four wheelers, struts and dampers	87088000
Shock absorber for two wheelers	87149990
Parts and accessories of motor vehicles – exhaust system with and without catalytic convector, shocks and struts	87089200

Terms :

Selling :

Cash, Credit

Purchasing :

Cash, Credit

PRODUCTION STATUS

Licensed and Installed Capacity

Particulars	Unit	31.03.2010
Shock absorbers in struts	Nos	6730000
Sintered components	M.T.	320
Catalytic convector	Nos	480000
exhaust system and plpes	Nos	540000

Actual Production

Particulars	Unit	31.03.2010
Shock absorbers in struts	Nos	3784116
Sintered components	M.T.	267844
Catalytic convector	Nos	241785
exhaust system and plpes	Nos	635817

GENERAL INFORMATION

Customers :

· End Users

No. of Employees :

2000 (Approximately)

Bankers :

· ICICI Bank, Hosur

· State Bank of India

Facilities :

(Rs. In Millions)

Secured Loan	As on 31.03.2010	As on 31.03.2009
Term Loans form Bank	0.412	0.000
Hire Purchase Loans (Secured by hypothecation of the vehicles acquired under Hire Purchase Scheme)	0.301	0.949
TOTAL	0.713	0.949
Unsecured Loan	As on 31.03.2010	As on 31.03.2009
Short terms Loans and advance form Bank (Including interest accrued and due Rs.0.593 Million )	366.873	0.000
Other items and Advances
a) Form bank	910.358	0.000
b) Others:
Sales tax deferral loan	78.235	0.000
From Tenneco Automotive Europe Co-ordination center BVBA (Including interest accrued and due Rs.1.891)	230.921	0.000
Tenneco Mauntius Limited,	33.834	0.000
TOTAL	1620.221	0.000

Banking Relations :	--
Auditors :
Name :	Deloitte Haskins and Sells Chartered Accountant
Address :	T Nagar, Chennai – 600017, Tamil Nadu, India
Tel. No.:	91-44-66685000
Fax No.:	91-44-66885050
PAN.:	AACFD3771D
Ultimate Holding :	Tenneco Inc, USA
Immediate Holding Company :	Tenneco Mauritius Holding Limited
Subsidiary Company :	Tenneco Exhaust India Private Limited
Fellow Subsidiaries: (As on 2009)	Tenneco India Engineering and Shared Services Private Limited Tenneco RC India Private Limited Renowned Auto Products Manufacturers Limited

CAPITAL STRUCTURE

AFTER 01.04.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
96825000	Equity Shares	Rs.10/- each	Rs. 968.250 Millions
22500	Preference Shares	Rs.100/- each	Rs. 2.250 Millions
	Total		Rs. 970.500 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
61389554	Equity Shares	Rs.10/- each	Rs. 613.896 Millions

AS ON 31.03.2010

Authorised Capital :

No. of Shares	Type	Value	Amount
96825000	Equity Shares	Rs.10/- each	Rs. 968.250 Millions
22500	Preference Shares	Rs.100/- each	Rs. 2.250 Millions
	Total		Rs. 970.500 Millions

The Authorised share capital stands increased, pursuant to a scheme of amalgamation approved by the honorable high court of madras July 9, 2010

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
21216400	Equity Shares	Rs.10/- each	Rs. 212.164 Millions

AS ON 01.04.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
104500000	Equity Shares	Rs.10/- each	Rs. 1045.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
104083634	Equity Shares	Rs.10/- each	Rs. 1040.836 Millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2010	31.03.2009	31.03.2008
SHAREHOLDERS FUNDS
1] Share Capital		212.164	212.164	212.164
2] Share Application Money		265.201	0.000	0.000
3] Reserves & Surplus		10.512	0.000	7.449
4] (Accumulated Losses)		(663.666)	(2.084)	0.000
NETWORTH		(175.789)	210.080	219.613
LOAN FUNDS
1] Secured Loans		0.713	0.949	1.599
2] Unsecured Loans		1620.221	0.000	0.000
TOTAL BORROWING		1620.934	0.949	1.599
DEFERRED TAX LIABILITIES		0.000	0.000	0.032
TOTAL		1445.145	211.029	221.244
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		1231.659	2.407	3.074
Capital work-in-progress		290.157	0.000	0.000
INVESTMENT		0.000	199.590	199.591
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	311.361	0.000	0.000
	Sundry Debtors	654.689	0.000	2.127
	Cash & Bank Balances	214.199	4.711	2.043
	Other Current Assets	22.032	0.000	0.000
	Loans & Advances	185.565	68.129	64.219
Total Current Assets		1387.846	72.840	68.389
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	1195.679	62.760	49.522
	Other Current Liabilities	226.273	0.000	0.000
	Provisions	42.565	1.048	0.288
Total Current Liabilities		1464.517	63.808	49.810
Net Current Assets		(76.671)	9.032	18.579
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		1445.145	211.029	221.244

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2010	31.03.2009	31.03.2008
	SALES
		Income	2917.886	14.518	28.930
		Other Income		4.463
		TOTAL (A)	2917.886	18.981	28.930
Less	EXPENSES
		Office Expenses	2825.394	27.069	NA
		Administrative Expenses
		Advertising Expenses
		TOTAL (B)	2825.394	27.069	NA
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		92.492	(8.088)	NA
Less	FINANCIAL EXPENSES (D)		178.917	0.110	NA
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		(86.425)	(8.198)	NA
Less/ Add	DEPRECIATION/ AMORTISATION (F)		228.444	1.066	Na
	PROFIT BEFORE TAX (E-F) (G)		(314.869)	(9.264)	NA
Less	TAX (I)		(16.932)	0.269	NA
	PROFIT AFTER TAX (G-I) (J)		(297.937)	(9.533)	(2.070)
Less/ Add	Losses of erstwhile amalgamation companies		(363.645)	0.000	0.000
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		(2.084)	7.449	9.519
	BALANCE CARRIED TO THE B/S		(663.666)	(2.084)	7.449
	EARNINGS IN FOREIGN CURRENCY
		Export Earnings	162.982	0.000	13.006
		Commission Earnings	0.408	0.000	0.000
		Other Earnings	40.257	14.518	0.000
	TOTAL EARNINGS		203.647	14.518	13.006
	IMPORTS
		Raw Materials	283.530	NA	NA
		Capital Goods	51.182	NA	NA
	TOTAL IMPORTS		334.712	NA	NA
	Earnings Per Share (Rs.)		6.24	(0.45)	--

KEY RATIOS

PARTICULARS		31.03.2010	31.03.2009	31.03.2008
PAT / Total Income	(%)	(10.21)	(50.22)	(7.15)
Net Profit Margin (PBT/Sales)	(%)	NA	(63.82)	NA
Return on Total Assets (PBT/Total Assets}	(%)	(12.02)	(12.31)	NA
Return on Investment (ROI) (PBT/Networth)		1.79	(0.04)	NA
Debt Equity Ratio (Total Liability/Networth)		(17.5)	0.31	0.23
Current Ratio (Current Asset/Current Liability)		0.95	1.14	1.37

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	Yes
5]	Type of Business	Yes
6]	Line of Business	Yes
7]	Promoter's background	Yes
8]	No. of employees	Yes
9]	Name of person contacted	Yes
10]	Designation of contact person	Yes
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	Yes
20]	Export / Import details (if applicable)	Yes
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	No
30]	Major Shareholders, if available	Yes
31]	Date of Birth of Proprietor/Partner/Director, if available	Yes
32]	PAN of Proprietor/Partner/Director, if available	No
33]	Voter ID No of Proprietor/Partner/Director, if available	No
34]	External Agency Rating, if available	No

BACKGROUND

Subject (Tatty was incorporated as a private limited company on 12th January 1998 at new Delhi, the company was principally formed to act as holding company for the proposed Indian business and invest in and develop other downstream joint venture companies and /or wholly-owned subsidiaries in India to manufacture, distribute and /or otherwise deal automobile parts and components and other related actives including established of a comprehensive research and development center. Subsequently the registered office was shift for New Delhi to Mosur in 2009 in order to facilitate merger of certain other Indian Tenneco entities.

FIXED ASSETS

• Land
• Building
• Plant and Machinery
• Vehicles
• Computer
• Furniture , Fixtures and office Equipments

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 records exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

3] Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

4] Record on Financial Crime :

Charges or conviction registered against subject: None

5] Records on Violation of Anti-Corruption Laws :

Charges or investigation registered against subject: None

6] Records on Int’l Anti-Money Laundering Laws/Standards :

Charges or investigation registered against subject: None

7] Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

8] Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

9] Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

10] Press Report :

No press reports / filings exists on the subject.

CORPORATE GOVERNANCE

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

CONTRAVENTION

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

FOREIGN EXCHANGE RATES

Currency	Unit	Indian Rupees
US Dollar	1	Rs. 54.05
UK Pound	1	Rs. 83.44
Euro	1	Rs. 72.53

INFORMATION DETAILS

Information Gathered by :	SVA
Report Prepared by :	DPT

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	2
PAID-UP CAPITAL	1~10	2
OPERATING SCALE	1~10	2
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	2
--PROFITABILIRY	1~10	2
--LIQUIDITY	1~10	2
--LEVERAGE	1~10	2
--RESERVES	1~10	2
--CREDIT LINES	1~10	2
--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	YES
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		18

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.