MIRA INFORM REPORT

Report Date :

08.05.2013

IDENTIFICATION DETAILS

Name :	TS TECH SUN INDIA LIMITED
Registered Office :	A-47, Lower Ground Floor, Hauz Khas, New Delhi – 110 016
Country :	India
Financials (as on) :	31.03.2012
Date of Incorporation :	21.11.1996
Com. Reg. No.:	55-083402
Capital Investment / Paid-up Capital :	Rs.154.800 Millions
CIN No.: [Company Identification No.]	U45202DL1996PLC083402
TAN No.: [Tax Deduction & Collection Account No.]	DELT04296F DELT02346B
PAN No.: [Permanent Account No.]	AAACT4324M
Legal Form :	A Closely Held Public Limited Liability Company
Line of Business :	Manufacturing, Assembling and Selling of Automobile Components to car and scooter manufacturers.
No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

Ba (52)

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

Maximum Credit Limit :	USD 4718000
Status :	Satisfactory
Payment Behaviour :	Usually Correct
Litigation :	Clear
Comments :	Subject is an established company having a satisfactory track record. There appears some dip in the turnover of the company during 2012. The profitability of the company appears to be low. However, financial strength of the company is good as the company is operating on its own funds. Trade relations are decent. Business is active. Payment terms are usually correct and as per commitment. 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.

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

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 :	A-47, Lower Ground Floor, Hauz Khas, New Delhi – 110 016, India
Tel. No.:	91-11-26963192, 26563309
Fax No.:	Not Available
E-Mail :	sanjay@tstechindia.com
Factory 1 :	Plot No.A6 and 7, Sector-81, Phase II, Noida – 201 305, Uttar Pradesh, India
Tel. No.:	91-120-2568631
Fax No.:	91-120-2568581
Factory 2 :	Plot No.11, Sector 6, IMT Manesar, Gurgaon, Haryana, India
Factory 3 :	Plot No.C-22, Phase - II, Noida, Uttar Pradesh, India

DIRECTORS

As on 27.06.2012

Name :

Mr. Tadashi Oshida

Designation :

Managing Director

Address :

B-45, Defence Colony, New Delhi – 110 024, India

Date of Birth/Age :

07.12.1953

Qualification :

Graduate in Mechanical Engineering

Date of Appointment :

18.08.2009

DIN No.:

02610580

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	U45202DL1996PLC083402	TS TECH SUN INDIA LIMITED	Managing director	18/08/2009	01/04/2009	-	Active	NO
2	U34300DL2008PTC181194	TS TECH SUN RAJASTHAN PRIVATE LIMITED	Managing director	10/06/2011	01/04/2011	-	Active	NO

Name :

Mr. Satoru Katagiri

Designation :

Whole Time Director

Address :

E-243, First Floor, Greater Kailash – II, New Delhi – 110 048, India

Date of Birth/Age :

15.04.1961

Qualification :

Graduate

Date of Appointment :

15.03.2013

DIN No.:

02164931

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	U45202DL1996PLC083402	TS TECH SUN INDIA LIMITED	Director	15/03/2013	05/04/2008	-	Active	NO
2	U34300DL2008PTC181194	TS TECH SUN RAJASTHAN PRIVATE LIMITED	Director	15/09/2009	04/08/2008	-	Active	NO

Name :

Mr. Takuo Arai

Designation :

Director

Address :

1-152-42, Sagami – Cho, Koshigaya – Chi , Saitama, Japan 343083

Date of Birth/Age :

23.11.1953

Qualification :

Graduate

Date of Appointment :

22.09.2008

DIN No.:

00953174

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	U45202DL1996PLC083402	TS TECH SUN INDIA LIMITED	Director	22/09/2008	22/09/2006	-	Active	NO
2	U34300DL2008PTC181194	TS TECH SUN RAJASTHAN PRIVATE LIMITED	Director	15/09/2009	04/08/2008	-	Active	NO

Name :

Mr. Subhash Vasant Sathe

Designation :

Director

Address :

Flat No.74, SFS DDA Gautam Nagar, New Delhi – 110 048, India

Date of Birth/Age :

21.04.1955

Qualification :

Mechanical Engineer

Date of Appointment :

13.07.2002

PAN No.:

AATPS0704L

DIN No.:

00034955

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	U74899DL1986PTC023987	SUN VACUUM FORMERS PRIVATE LIMITED	Managing director	06/04/1987	06/04/1987	-	Active	NO
2	U65990MH1992PTC069907	INDIRA HOLDINGS PRIVATE LIMITED	Director	04/12/1992	04/12/1992	-	Active	NO
3	U74899DL1994PTC061253	TRW SUN STEERING WHEELS PRIVATE LIMITED	Director	26/03/2012	05/09/1994	-	Active	NO
4	U74899DL1996PTC079641	SUN INJECTO PLAST PRIVATE LIMITED	Director	13/06/1996	13/06/1996	-	Active	NO
5	U45202DL1996PLC083402	TS TECH SUN INDIA LIMITED	Director	13/07/2002	13/07/2002	-	Active	NO
6	U74899DL1987PTC027108	VIJAY EQUIPMENTS AND TOOLS MANUFACTURING CO PRIVATE LIMITED	Director	18/01/2003	18/01/2003	-	Active	NO
7	U34300DL2008PTC181194	TS TECH SUN RAJASTHAN PRIVATE LIMITED	Director	22/07/2008	22/07/2008	-	Active	NO
8	U35119DL2009PTC189941	TRW AUTOMOTIVE INDIA PRIVATE LIMITED	Director	04/05/2009	04/05/2009	25/04/2013	Active	NO

KEY EXECUTIVES

Name :	Mr. Kamal Deep Tandon
Designation :	Secretary
Address :	RZ-T-93, Shukar Bazaar, Uttam Nagar, New Delhi – 110 059, India
Date of Birth/Age :	08.03.1979
Date of Appointment :	10.03.2010
PAN No.:	ADLPT2331F

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 27.06.2012

Names of Shareholders	No. of Shares
Subhash Sathe	300
Indrani Sathe	300
Sun Vacuum F. Private Limited, India	4024170
TS Tech Company Limited, Japan	11454600
TS Tech Trim Philip Inc. Philippines	300
TS Tech (Hongkong) Company Limited, Hong Kong	300
Ish Budhiraja	30
Total	15480000

As on 27.06.2012

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]	74.00
Bodies corporate	26.00
Total	100.00

BUSINESS DETAILS

Line of Business :

Manufacturing, Assembling and Selling of Automobile Components to car and scooter manufacturers.

Products :

Item Code No. (ITC Code)	94012000
Product Description	Seats

PRODUCTION STATUS (AS ON 31.03.2011)

Particulars	Unit	Licensed Capacity	Installed Capacity (p.a.)	Actual Production
Seats	Sets	N. A	75000	60687
Foot Comp Rear Seat	Nos.	N. A	75000	49866
Door Linings	Sets	N. A	75000	57659
Scooter Seat	Nos.	N. A	1800000	1633587

Note: Installed capacity as certified by the management and relied on by the Auditors being a technical matter.

GENERAL INFORMATION

Customers :	Honda Siel Cars India Limited Honda Motorcycle and Scooter India Private Limited
No. of Employees :	Not Available
Bankers :	The Bank of Tokyo Mitsubishi UFJ Limited, Jeevan Vihar Building, 3, Parliament Street, New Delhi – 110 001, India ICICI Bank Limited Punjab National Bank

Banking Relations :	--
Auditors :
Name :	Deloitte Haskins and Sells Chartered Accountants
Address :	7^th Floor, Building 10, Tower B, DLF Cyber City Complex, DLF City, Phase-II, Gurgaon – 122 002, Haryana, India
Tel. No.:	91-124-6792000
Fax No.:	91-124-6792012
PAN No.:	AABFD2095B
Holding Company :	TS Tech Company Limited, Japan
Fellow Subsidiary Companies :	TS Tech (Thailand) Company Limited, Thailand Kyusyu T.S. Company Limited, Japan TS Tech U.K. Limited, United Kingdom P.T. TS Tech Indonesia, Indonesia
Joint Venture :	TS Tech Sun Rajasthan Private Limited (CIN No.: U34300DL2008PTC181194)
Other Related Parties :	Sun Vacuum Formers Private Limited, India (CIN No.: U74899DL1986PTC023987) TRW Sun Steering Wheels Private Limited, India (CIN No.: U74899DL1994PTC061253)

CAPITAL STRUCTURE

As on 27.06.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
16000000	Equity Shares	Rs.10/- each	Rs.160.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
15480000	Equity Shares	Rs.10/- each	Rs.154.800 Millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2012	31.03.2011	31.03.2010
SHAREHOLDERS FUNDS
1] Share Capital		154.800	154.800	154.800
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		1024.664	1001.877	732.524
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		1179.464	1156.677	887.324
LOAN FUNDS
1] Secured Loans		0.000	0.000	0.000
2] Unsecured Loans		0.000	0.000	0.000
TOTAL BORROWING		0.000	0.000	0.000
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		1179.464	1156.677	887.324
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		695.542	395.729	382.648
Capital work-in-progress		9.103	40.275	1.492
INVESTMENT		25.000	25.000	25.000
DEFERRED TAX ASSETS		27.293	30.797	16.809
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	230.139	186.452	189.984
	Sundry Debtors	420.682	404.519	321.078
	Cash & Bank Balances	206.625	495.557	345.481
	Other Current Assets	0.462	0.562	0.109
	Loans & Advances	140.026	150.840	78.117
Total Current Assets		997.934	1237.930	934.769
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	368.775	379.915	401.434
	Other Current Liabilities	188.130	160.391	22.936
	Provisions	18.503	32.748	49.024
Total Current Liabilities		575.408	573.054	473.394
Net Current Assets		422.526	664.876	461.375
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		1179.464	1156.677	887.324

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2012	31.03.2011	31.03.2010
	SALES
		Revenue from operations	2609.905	2988.590	2893.661
		Other Income	18.864	17.111	27.654
		TOTAL	2628.769	3005.701	2921.315
Less	EXPENSES
		Cost of materials consumed	1740.286	1942.412	2411.048
		Purchases of stock-in-trade	76.609	16.675
		Changes in inventories of finished goods, work-in-progress and stock-in-trade	(5.441)	(7.011)
		Employee benefit expense	242.952	206.151
		Other expenses	348.490	320.878
		TOTAL	2402.896	2479.105	2411.048
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION		225.873	526.596	510.267
Less/ Add	DEPRECIATION/ AMORTISATION		160.808	100.885	136.234
	PROFIT BEFORE TAX		65.065	425.711	374.033
Less	TAX		24.286	138.367	127.649
	PROFIT AFTER TAX		40.779	287.344	246.384
	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		989.710	720.360	492.030
	APPROPRIATIONS
		Proposed Dividend & Tax thereon	17.990	17.990	18.050
	BALANCE CARRIED TO THE B/S		1012.500	989.710	720.360
	EARNINGS IN FOREIGN CURRENCY		6.457	0.445	0.625
	IMPORTS
		Raw Materials	306.612	509.246	577.274
		Components & Spare Parts	5.273	6.364
		Capital Goods	235.655	52.927
	TOTAL IMPORTS		547.540	568.537	577.274
	Earnings Per Share (Rs.)		2.63	18.56	15.92

KEY RATIOS

PARTICULARS		31.03.2012	31.03.2011	31.03.2010
PAT / Total Income	(%)	1.55	9.56	8.43
Net Profit Margin (PBT/Sales)	(%)	2.49	14.24	12.93
Return on Total Assets (PBT/Total Assets}	(%)	3.84	26.06	28.39
Return on Investment (ROI) (PBT/Networth)		0.06	0.37	0.42
Debt Equity Ratio (Total Debt/Networth)		0.00	0.00	0.00
Current Ratio (Current Asset/Current Liability)		1.73	2.16	1.97

LOCAL AGENCY FURTHER INFORMATION

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	Yes
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	No
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

Note:

The registered office of the company has been shifted from J-286, Saket, New Delhi – 110 017 has been shifted to the present address w.e.f. 27.08.2010.

BACKGROUND

The Company was incorporated in India on November 21, 1996 and commenced business on October 25, 1997. The business activities of the Company include manufacture, assembly and sale of automobile components to car and scooter manufacturers in India. The registered office of the Company is situated at Hauz Khas, New Delhi and the manufacturing facilities are situated at Noida, U.P. and Gurgaon. The Company is a closely held company with 11455200 shares held by TS Tech Company Limited, Japan and their associate companies and the balance 4024800 shares held by Sun Vacuum Formers Private Limited, New Delhi and their nominees.

PERFORMANCE

The Company has achieved turnover of Rs.2628.770 millions as compared to Rs.3005.700 millions of the previous year.

The profit before tax was Rs.65.060 millions for the current year as against Rs.425.710 millions of the previous year.

Due to adverse impacts and disasters caused by natural calamities i.e. Tsunami in Japan and severe flood in Thailand, the sales of major customer of the Company i.e. Honda Siel Cars India Limited (HSCI) declined to a large extent during the financial year 2011-12. This has adversely resulted into decrease in sales and profitability of the Company.

FIXED ASSETS:

· Leasehold Land

· Building

· Leasehold Improvements

· Plant and Machinery

· Office Equipments

· Furniture and Fixtures

· Technical Knowhow Fees

· Vehicles

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.54.16
UK Pound	1	Rs.83.88
Euro	1	Rs.70.99

INFORMATION DETAILS

Report Prepared by :

SMN

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	4
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	7
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	7
--PROFITABILIRY	1~10	4
--LIQUIDITY	1~10	6
--LEVERAGE	1~10	6
--RESERVES	1~10	6
--CREDIT LINES	1~10	7
--MARGINS	-5~5	-
DEMERIT POINTS
--BANK CHARGES	YES/NO	NO
--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		52

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.