MIRA INFORM REPORT

Report Date :

09.01.2013

IDENTIFICATION DETAILS

Name :	PIAGGIO VEHICLES PRIVATE LIMITED (w.e.f.15.05.1998)
Formerly Known As :	PIAGGIO GREAVES VEHICLES PRIVATE LIMITED
Registered Office :	E 2, MIDC Industrial Area, Baramati, Pune – 413133, Maharashtra
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	17.02.1998
Com. Reg. No.:	11-113606
Capital Investment / Paid-up Capital :	Rs. 340.000 Millions
CIN No.: [Company Identification No.]	U34102MH1998PTC113606
PAN No.: [Permanent Account No.]	AABCP1225G
Legal Form :	Private Limited Liability Company
Line of Business :	The Company is engaged in the business of automobile products consisting of three wheeled, four wheeled motor vehicles and engines.
No. of Employees :	200 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

A (60)

RATING		STATUS	PROPOSED CREDIT LINE
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

Maximum Credit Limit :	USD 14800000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a well-established company having good track record. The latest financial is missing from the government department. However, from the previous year’s record, the company seems to be having good performance capacity. The financial position of the company appears to be sound and healthy. Trade relations are reported to be trustworthy. Business is active. Payments are reported to be regular and as per commitments. The company can be considered for business dealings 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.

INDIAN ECONOMIC OVERVIEW

India is developing into an open-market economy, yet traces of its past autarkic policies remain. Economic liberalization, including industrial deregulation, privatization of state-owned enterprises, and reduced controls on foreign trade and investment, began in the early 1990s and has served to accelerate the country's growth, which has averaged more than 7% per year since 1997. India's diverse economy encompasses traditional village farming, modern agriculture, handicrafts, a wide range of modern industries, and a multitude of services. Slightly more than half of the work force is in agriculture, but services are the major source of economic growth, accounting for more than half of India's output, with only one-third of its labor force. India has capitalized on its large educated English-speaking population to become a major exporter of information technology services and software workers. In 2010, the Indian economy rebounded robustly from the global financial crisis - in large part because of strong domestic demand - and growth exceeded 8% year-on-year in real terms. However, India's economic growth in 2011 slowed because of persistently high inflation and interest rates and little progress on economic reforms. High international crude prices have exacerbated the government's fuel subsidy expenditures contributing to a higher fiscal deficit, and a worsening current account deficit. Little economic reform took place in 2011 largely due to corruption scandals that have slowed legislative work. India's medium-term growth outlook is positive due to a young population and corresponding low dependency ratio, healthy savings and investment rates, and increasing integration into the global economy. India has many long-term challenges that it has not yet fully addressed, including widespread poverty, inadequate physical and social infrastructure, limited non-agricultural employment opportunities, scarce access to quality basic and higher education, and accommodating rural-to-urban migration.

Source : CIA

EXTERNAL AGENCY RATING

Rating Agency Name	CRISIL
Rating	Long term rating : A+
Rating Explanation	Adequate degree of safety and low credit risk.
Date	January 07, 2013

Rating Agency Name	CRISIL
Rating	Short term rating : A1
Rating Explanation	Very strong degree of safety and lowest credit risk.
Date	January 07, 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.

INFORMATION DECLINED

MANAGEMENT NON CO-OPERATIVE (91-20-30518300)

LOCATIONS

Registered Office/Factory :	E 2, MIDC Industrial Area, Baramati, Pune – 413133, Maharashtra, India
Tel. No.:	91-2112-243770 / 304200 / 343730
Fax No.:	91-2112-243772 / 243323 / 243198
E-Mail :	a.medankar@pn.pgvl.com a.medankar@piaggio.co.in
Website :	http://www.pgvl.com http://www.piaggio.co.in
Corporate Office :	102, “PHOENIX” Bund Garden Road, Pune – 411001, Maharashtra, India
Tel. No.:	91-20-66013150/ 30518300
Fax No.:	91-20-66013157/ 26134972
E-Mail :	sgk@pn.pgvl.com info@piaggio.co.in
Sales Office :	A-1, Site “B”, Surajpur Industrial Area, District Gautam Budha Nagar, Greater Noida – 201306, Uttar Pradesh, India
Regional Offices :	Located at Ø Delhi Ø Mumbai Ø Chennai Ø Kolkata Ø Pune Ø Hyderabad Ø Patna Ø Bhopal Ø Bangalore Ø Cochin

DIRECTORS

AS ON 28.09.2012

Name :	Mr. Ravindersing Gurucharansingh Chopra
Designation :	Chairman cum Managing Director
Address :	Flat No. A-101, Palladium SN No. 468C, Mangaldas Road, Pune – 411001, Maharashtra, India
Date of Birth/Age :	19.03.1943
Date of Appointment :	01.04.1998
DIN No.:	01680496
Name :	Mr. Michele Colaninno
Designation :	Director
Address :	Via Bertani, Mantova 3146100, Italy
Date of Birth/Age :	23.11.1976
Date of Appointment :	30.09.2011
DIN No.:	03142555
Name :	Gabriele Gianni Galli
Designation :	Additional director
Address :	Via Sani Giuseppe, 24 Lerici, Italy
Date of Birth/Age :	25.06.1969
Date of Appointment :	28.09.2012
DIN No.:	05105874
Name :	Ulisse Spada
Designation :	Additional director
Address :	Viale Rinaaldo, Piaggio 25, Pontedera Pisa, Italy 056025
Date of Birth/Age :	01.03.1966
Date of Appointment :	28.09.2012
DIN No.:	05236512

KEY EXECUTIVES

Name :	Mr. Ashok Dnyanoba Medankar
Designation :	Company Secretary
Address :	165/10, Mira Society, Salisbury Park, Pune – 411037, Maharashtra, India
Date of Birth/Age :	29.11.1960
Date of Appointment :	22.07.2004
PAN No.:	ABAPM3785F

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 28.09.2012

Names of Shareholders	No. of Shares
Piggio and CSPA, Italy	33999999
Piaggio Vespa BV, The Netherlands	1
Total	34000000

AS ON 28.09.2012

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

BUSINESS DETAILS

Line of Business :

The Company is engaged in the business of automobile products consisting of three wheeled, four wheeled motor vehicles and engines.

Products :

Product Description	ITC Code
Motor Cars and Other Motor Vehicles for transport of persons	8703
Motor Vehicles for the transport of goods	8704

PRODUCTION STATUS (AS ON 31.03.2010)

Particulars	Unit	Installed Capacity	Actual Production
Three Wheeled Motor Vehicles	Nos.	216,000	185,730
Four Wheeled Motor Vehicles	Nos.	53,400	11,054
Petrol Engine	Nos.	100,000	1,242

Note: As per the prevailing industrial licensing policy, no industrial license is required.

Installed capacity is as certified by the management and has not been verified by the auditors, as this is a technical matter.

GENERAL INFORMATION

No. of Employees :

200 (Approximately)

Bankers :

Ø State Bank of India, Industrial Finance Branch, Tara Chambers, Mumbai Pune Road, Pune – 411003, Maharashtra, India

Ø Credit Agricole and Corporate and Investment Bank, A-203, 2^nd Floor, ICC Trade Tower, Senapati Bapat Road, Pune – 411016, Maharashtra, India

Facilities :

Unsecured Loans	31.03.2011	31.03.2010
	(Rs. In Millions)
Rupee term loans banks unsecured	0.000	85.250
Other debt unsecured	668.810	0.000
Total	668.810	85.250

Banking Relations :	--
Auditors :
Name :	Deloitte Haskins and Sells Chartered Accountants
Address :	706, 'B' Wing , 7th Floor, ICC Trade Tower, International Convention Center, Senapati Bapat Road, Pune – 411016, Maharashtra, India
Income-tax PAN of auditor or auditor's firm :	AABFD7919A
Holding Company :	Piaggio and C SPA, Italy

CAPITAL STRUCTURE

AS ON 31.03.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
36,000,000	Equity Shares	Rs. 10/- each	Rs. 360.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
34,000,000	Equity Shares	Rs. 10/- each	Rs. 340.000 Millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2011	31.03.2010	31.03.2009
SHAREHOLDERS FUNDS
1] Share Capital		340.000	340.000	340.000
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		3369.810	1509.510	1015.860
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		3709.810	1849.510	1355.860
LOAN FUNDS
1] Secured Loans		0.000	0.000	12.280
2] Unsecured Loans		668.810	85.250	203.490
TOTAL BORROWING		668.810	85.250	215.770
DEFERRED TAX LIABILITIES		308.150	210.500	129.440
TOTAL		4686.770	2145.260	1701.070
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		6271.840	5268.990	1876.320
Capital work-in-progress		0.000	0.000	1459.830
INVESTMENT		100.000	6.820	1281.270
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	1043.840	711.440	521.010
	Sundry Debtors	481.400	271.710	293.370
	Cash & Bank Balances	2003.160	1024.060	93.780
	Other Current Assets	4.950	102.430	80.580
	Loans & Advances	1452.110	1174.860	933.480
Total Current Assets		4985.460	3284.500	1922.220
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	3516.040	2819.110	2755.290
	Other Current Liabilities	1378.880	1417.470	629.110
	Provisions	1775.610	2178.470	1454.170
Total Current Liabilities		6670.530	6415.050	4838.570
Net Current Assets		(1685.070)	(3130.550)	(2916.350)
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		4686.770	2145.260	1701.070

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		Gross Sales	28556.000	23091.000	18030.900
		Other Income	N.A.	N.A.	N.A.
		TOTAL	N.A.	N.A.	N.A.
Less	EXPENSES
		Office Expenses
		Administrative Expenses
		Advertising Expenses
		TOTAL	N.A.	N.A.	N.A.
	PROFIT/(LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION		5480.000	5232.000	3020.000
Less/ Add	DEPRECIATION/ AMORTISATION		434.000	246.000	217.990
	PROFIT/(LOSS) BEFORE TAX		5046.000	4986.000	2802.010
Less	TAX		1644.000	1712.000	961.690
	PROFIT/(LOSS) AFTER TAX		3402.000	3274.000	1840.320
	EARNINGS IN FOREIGN CURRENCY
		FOB value of exports	2163.350	497.550	468.550
		Reimbursement if Expenses	0.000	0.000	1.510
	TOTAL EARNINGS		2163.350	497.550	470.060
	IMPORTS
		Capital Goods	80.170	397.060	1.290
		Raw Materials and Components	307.370	219.460	119.770
	TOTAL IMPORTS		387.540	616.520	121.060
	Earnings Per Share (Rs.)		100.06	96.29	54.13

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
Return on Total Assets (PBT/Total Assets}	(%)	44.82	58.29	73.77
Return on Investment (ROI) (PBT/Networth)		1.36	2.70	2.07
Debt Equity Ratio (Total Liability/Networth)		1.98	3.51	3.73
Current Ratio (Current Asset/Current Liability)		0.75	0.51	0.40

LOCAL AGENCY FURTHER INFORMATION

SUNDRY CREDITORS DETAILS:

Particulars	31.03.2011	31.03.2010	31.03.2009
	(Rs. In Millions)
Creditors due small micro enterprises	41.380	25.810	8.480
Creditors due others	3474.660	2793.300	2746.810
Sundry creditors	3516.040	2819.110	2755.290

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	Yes
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	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	Yes

BACKGROUND

Subject (‘the Company’) was incorporated on 17.02.1998, to manufacture diesel run three wheeled motor vehicles as a joint venture between Piaggio and C. SpA, Italy, Simest SpA, Italy and Greaves Limited, India. The Company acquired the ongoing three wheeler auto unit from Greaves Limited on 31.03.1998 located in Baramati, India where it presently manufactures Ape-501 range of three wheeled and four wheeled motor vehicles. As at August 30, 2001 and May-07, Piaggio and C. SpA Italy, acquired the entire shareholding of Greaves Limited, consequent to which the Board of Directors passed a resolution to change its name to Piaggio Vehicles Private Limited. During the year effective 01.04.2002 the erstwhile Piaggio India Private Limited (PIPL), a wholly owned subsidiary of Piaggio and C. SpA Italy, was amalgamated with Piaggio Vehicles Private Limited (PVPL).

OPERATIONS:

During the year, the company sold 229,908 vehicles (220,766-3 wheelers and 9,142- 4 wheelers) compared to 196,942 vehicles (185,796-3 wheelers and 11,146-4 wheelers) last year. However, the margins have not grown in line with the top line as the commodity prices hardened across the board resulting in substantial material cost increase. This has led the fall in Profit before Tax to 19.3%. The company maintained its dominant position in the domestic 3 wheeler market with 38.5% market share and a strong leadership position with 62% market share in the 3 wheeler cargo segment. The Company has launched its new cargo vehicle ‘Ape Mini’, a half ton 4 wheeler in September this year, which has been well accepted in the market.

BANKERS CHARGES REPORT AS PER REGISTRY

Corporate identity number of the company	U34102MH1998PTC113606
Name of the company	PIAGGIO VEHICLES PRIVATE LIMITED
Address of the registered office or of the principal place of business in India of the company	E 2, MIDC Industrial Area, Baramati, Pune – 413133, Maharashtra, India Email: a.medankar@piaggio.co.in
This form is for	Modification of charge
Charge identification number of the modified	90090738
Type of charge	Book debts Movable property (not being pledge)
Particular of charge holder	State Bank of India, Industrial Finance Branch, Tara Chambers, Mumbai Pune Road, Pune – 411003, Maharashtra, India E-Mail : vasudeo.shegokar@sbi.co.in
Nature of description of the instrument creating or modifying the charge	Supplemental agreement of hypothecation of goods and assets for increase in the overall limit dated 26.08.2011
Date of instrument Creating the charge	26.08.2011
Amount secured by the charge	Rs.1950.000 millions
Brief particulars of the principal terms an conditions and extent and operation of the charge	Rate of interest At 4.25% above base rate, present effective rate 13.75% p.a with monthly rests + 2% penal interest p.a subject to maximum ceiling of 3% p.a as per RBI Directives Terms of repayment Cash credit repayable on demand Margin 35% on raw materials, stock in process, finished goods, receivables (cover period 90 days) Extent and operation of the charge Charge on hypothecated property and up to the amount borrowed and interest thereon.
Short particulars of the property charged	Primary security - Joint hypothecation over the Company's entire current assets on pari passu basis with Credit Agricole Corporate and Investment Bank (Calyon Bank).
Date of modification	11.11.2008
Particulars of the present modification	By the present modification total fund based limits have been reduced to Rs.100.000 millions from Rs.280.000 millions and total non-fund based limits have been increased from Rs.850.000 millions to Rs.1850.000 millions. Thus total Working Capital Limits, both fund based and non-fund based, have been enhanced from Rs.1130.000 millions to Rs.1950.000 millions

CONTINGENT LIABILITY

(Rs. In Millions)

Particulars	31.03.2011	31.03.2010
Claims against the Company not acknowledged as debts
- Other money for which the company is contingently liable	22.280	22.270
- Bank Guarantees given by bank	0.250	0.250

Fixed Assets

Ø Leasehold Land

Ø Building

Ø Plant and Machinery and Equipment

Ø Furniture and Fixtures and Office Equipment

Ø Vehicles

Ø Product development expenditure

Ø Technical Know how

Ø 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.55.33
UK Pound	1	Rs. 89.05
Euro	1	Rs. 72.57

INFORMATION DETAILS

Information Gathered by :	SVA
Report Prepared by :	BVA

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	6
PAID-UP CAPITAL	1~10	6
OPERATING SCALE	1~10	7
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	7
--PROFITABILIRY	1~10	7
--LIQUIDITY	1~10	7
--LEVERAGE	1~10	6
--RESERVES	1~10	7
--CREDIT LINES	1~10	7
--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
TOTAL		60

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.