MIRA INFORM REPORT

Report Date :

20.05.2013

IDENTIFICATION DETAILS

Name :	AUTOCOP (INDIA) PRIVATE LIMITED
Registered Office :	A-44/45, Ground Floor, Road No.2, Near Corporation Bank, MIDC, Andheri (East), Mumbai – 400093, Maharashtra
Country :	India
Financials (as on) :	31.03.2012
Date of Incorporation :	18.09.1991
Com. Reg. No.:	11-063312
Capital Investment / Paid-up Capital :	Rs. 59.988 Millions
CIN No.: [Company Identification No.]	U74999MH1991PTC063312
TAN No.: [Tax Deduction & Collection Account No.]	NSKA01005E
PAN No.: [Permanent Account No.]	AABCA5282A
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturing and Selling of Car and Home Security Systems and Car Accessories.
No. of Employees :	500 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

Ba (49)

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

Maximum Credit Limit :	USD 1180000
Status :	Satisfactory
Payment Behaviour :	Usually correct
Litigation :	Clear
Comments :	Subject is a well-established company having a satisfactory track record. Trade relations are reported as fair. Business is active. Payments are reported to be usually correct and as per commitments. The company can be considered normal 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.

EXTERNAL AGENCY RATING

Rating Agency Name	CRISIL
Rating	Long term rating : BBB-
Rating Explanation	Moderate degree of safety and moderate credit risk.
Date	January 24, 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 PARTED BY

Name :	Ms. Rajeshree
Designation :	Accounts Department
Contact No.:	91-253-2590486
Date :	18.05.2013

LOCATIONS

Registered/ Corporate Office :	A-44/45, Ground Floor, Road No.2, Near Corporation Bank, MIDC, Andheri (East), Mumbai – 400093, Maharashtra, India
Tel. No.:	91-22-40783333
Fax No.:	91-22-40783347
E-Mail :	suranaaj@yahoo.co.in sales@autocopsecuritysolutions.com service@autocop.in
Website :	http://www.autocopsecuritysolutions.com
Location :	Owned
Head Office :	82, Mohammed House, Aiesufal Compound, Old Agra Road, Opposite Hotel Wasan Inn, Nasik – 422001, Maharashtra, India
Tel. No.:	91-253-2590486/ 2598419
Regional Office :	Ø A 78, Naraina Industrial Area, Phase 1, Naraina, New Delhi – 110028, India Tel No. : 91-11-25895872 / 74 / 75 / 78 Fax No.: 91-11-25895878 / 79 Ø No. 19/3, Jayanagar, Ground and 1st Floor, Railway Parallel Z Road, Kumara Park (W), Nehru Nagar, Bangalore – 560020, Karnataka, India Ø Sagar Estate 2, N.C. Dutta, Sarani, Room No. 21, Ground Floor, Kolkata – 700001, West Bengal, India Tel No. : 91-33-22108576
Factory 1 :	F-14, MIDC, Ambad, Industrial Area, Nashik – 422010, Maharashtra, India
Factory 2 :	Located at: Ø Baddi
Branch Office :	Located at Ø Chandigarh Ø Gurgaon Ø Jaipur Ø Lucknow Ø Ahmedabad Ø Indore Ø Kolkata Ø Mumbai Ø Pune Ø Hyderabad Ø Vishakhapatnam Ø Bangalore Ø Chennai Ø Cochin (They have 25 Branch Offices all over India.)

DIRECTORS

AS ON 28.09.2011

Name :	Mrs. Rashmi Umesh Deshpande
Designation :	Director
Address :	45 and 46, Row House, D’ Souza Colony, Nashik – 422005, Maharashtra, India
Date of Birth/Age :	10.05.1970
Qualification :	Chartered Accountant
Date of Appointment :	01.08.2001
PAN No.:	ADWPD4452A
DIN No.:	00185429
Name :	Mr. Umesh Pralhad Deshpande
Designation :	Director
Address :	45 and 46, Row House, D’ Souza Colony, Nashik – 422005, Maharashtra, India
Date of Birth/Age :	27.09.1964
Qualification :	B. Tech (Elec)
Date of Appointment :	15.02.1994
PAN No.:	ADTPD3842P
DIN No.:	00185465

KEY EXECUTIVES

Name :	Ms. Rajeshree
Designation :	Accounts Department

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 28.09.2011

Names of Shareholders	No. of Shares
Uday P Deshpande	174000
Umesh P Deshpande	1219660
Rashmi U Deshpande	269660
Total	1663320

AS ON 28.09.2011

Equity Share Breakup	Percentage of Holding
Category
Directors or relatives of directors	100.00
Total	100.00

BUSINESS DETAILS

Line of Business :

Manufacturing and Selling of Car and Home Security Systems and Car Accessories.

Products :

ITC Code	Product Descriptions
83012000	Car Accessories

Terms :

Selling :

L/C, Cash and Credit

Purchasing :

L/C, Cash and Credit

PRODUCTION STATUS (AS ON 31.03.2011)

Particulars	Unit	Licensed Capacity	Installed Capacity	Actual Production
Company Products	No.	No Licence is Required	Installed Capacity not ascertained	715214

GENERAL INFORMATION

Customers :

Retailers and End Users

No. of Employees :

500 (Approximately)

Bankers :

ICICI Bank Limited, ICICI Bank Towers, Bandra Kurla Complex, Mumbai - 400051, Maharashtra, India [91-22-40088058]

Facilities :

Secured Loans	31.03.2012	31.03.2011
	(Rs. In Millions)
Rupee term loans from banks	10.969	15.504
Term loans from others	68.699	32.732
Loans taken for vehicles	0.000	0.031
Working capital loans from banks	378.211	265.959
Loans repayable on demand from banks	0.000	0.706
Total	457.879	314.932

Banking Relations :	--
Auditors :
Name :	Jain Vijay and Company Chartered Accountants
Address :	305 Sona Chamber, 507/509 Chira Bazar, JSS Road, 3^rd Floor, Mumbai – 400002, Maharashtra, India
Income-tax PAN of auditor or auditor's firm :	AACPJ0536E

CAPITAL STRUCTURE

AS ON 28.09.2012

Authorised Capital : Rs. 82.100 Millions

Issued, Subscribed & Paid-up Capital : Rs. 47.898 Millions

AS ON 31.03.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
8,210,000	Equity Shares	Rs. 10/- each	Rs. 82.100 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
5,998,760	Equity Shares	Rs. 10/- each	Rs. 59.988 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		59.988	47.898	11.500
2] Share Application Money		0.012	0.000	20.000
3] Reserves & Surplus		235.513	114.964	66.290
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		295.513	162.862	97.790
LOAN FUNDS
1] Secured Loans		457.879	314.932	294.026
2] Unsecured Loans		13.876	6.439	10.017
TOTAL BORROWING		471.755	321.371	304.043
DEFERRED TAX LIABILITIES		5.577	3.863	2.575
TOTAL		772.845	488.096	404.408
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		113.649	80.209	76.946
Capital work-in-progress		0.000	0.000	0.000
INVESTMENT		0.049	0.058	0.058
DEFERRED TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	734.612	479.294	312.794
	Sundry Debtors	405.159	358.107	224.565
	Cash & Bank Balances	51.463	20.506	26.486
	Other Current Assets	0.822	0.381	0.000
	Loans & Advances	81.313	64.192	27.185
Total Current Assets		1273.369	922.480	591.030
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	416.751	413.493	210.716
	Other Current Liabilities	193.033	101.158	40.566
	Provisions	4.438	0.000	12.344
Total Current Liabilities		614.222	514.651	263.626
Net Current Assets		659.147	407.829	327.404
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		772.845	488.096	404.408

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2012	31.03.2011	31.03.2010
	SALES
		Revenue from operations	3625.723	2891.905	2232.505
		Other Income	6.717	0.655	35.376
		TOTAL	3632.440	2892.560	2267.881
Less	EXPENSES
		Office Expenses
		Administrative Expenses
		Advertising Expenses
		TOTAL	3565.690	2834.090	2223.119
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION		66.750	58.470	44.762
Less/ Add	DEPRECIATION/ AMORTISATION		10.867	7.504	3.177
	PROFIT BEFORE TAX		55.883	50.966	41.585
Less	TAX		(0.911)	2.292	13.592
	PROFIT AFTER TAX		56.794	48.674	27.993
	IMPORTS
		Raw Materials	363.545	260.435	78.382
	Earnings Per Share (Rs.)		9.47	41.96	24.34

KEY RATIOS

PARTICULARS		31.03.2012	31.03.2011	31.03.2010
PAT / Total Income	(%)	1.56	1.68	1.23
Net Profit Margin (PBT/Sales)	(%)	1.54	1.76	1.86
Return on Total Assets (PBT/Total Assets}	(%)	4.03	5.08	6.23
Return on Investment (ROI) (PBT/Networth)		0.19	0.31	0.43
Debt Equity Ratio (Total Debt/Networth)		1.60	1.97	3.11
Current Ratio (Current Asset/Current Liability)		2.07	1.79	2.24

LOCAL AGENCY FURTHER INFORMATION

SUNDRY CREDITORS DETAILS:

Particulars	31.03.2012	31.03.2011	31.03.2010
	(Rs. In Millions)
Trade Payable	416.751	413.493	210.716

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	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	No
17]	Major suppliers	No
18]	Major customers	No
19]	Payments terms	Yes
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	Yes
33]	Voter ID No of Proprietor/Partner/Director, if available	No
34]	External Agency Rating, if available	Yes

UNSECURED LOANS

Unsecured Loans	31.03.2012	31.03.2011
	(Rs. In Millions)
Intercorporate deposits	7.437	0.000
Loans and advances from related parties	6.439	6.439
Total	13.876	6.439

Note:

The Registered office of the company has been shifted from ATV House, 2^nd Floor, D-8, MIDC, Street No. 16, Andheri (East), Mumbai -400093, Maharashtra, India to the present address.

CORPORATE INFORMATION

Subject is a private limited company domiciled in India and incorporated under the provisions of the Companies Act, 1956. It is a closely held Company. The company is engaged in the manufacturing and selling of Car and Home Security Systems and Car Accessories. The Company has two manufacturing units situated at Baddi (HP) and Nasik (MS).

PERFORMANCE:

The revenue from operation and other income of the Company has increased to Rs 3625.700 Millions as compared to last year Rs 2891.900 Millions and Profit after tax has increase to Rs.56.800 Millions as compare to previous year Rs. 48.700 Millions.

AMALGAMATION OF Ultimate Electronics Private Limited, Giants Sales and Services Private Limited, Keystone Appliances Private Limited, Autocop Security Solutions Private Limited and Autocop Cobra Auto Security Private Limited with the company.

The Scheme of Amalgamation of Ultimate Electronics Private Limited, Giants Sales and Services Private Limited, Keystone Appliances Private Limited, Autocop Security Solutions Private Limited and Autocop Cobra Auto Security Private Limited with your Company was sanctioned by Honble High Court of Bombay

On 11th May, 2012 with the appointed date being 1st April, 2011. The Scheme of Amalgamation has come into effect from the date of filing of the said Order with the Registrar of Companies, Maharashtra on 3rd July, 2012. The Directors of your Company wish to further report that the aforesaid amalgamation has enabled creation of an integrated Corporate Structure for Development of Car and Home Security System and Car Accessories. The aforesaid combination shall lead to achievement of economies of scale, operational and managerial efficiencies and enhanced resource mobilization capacity required for growth. They reasonably expect that it would result in reduction in overall cost, optimization of resources, a much healthier and stronger Balance Sheet and your Company shall have enough competitive strength to participate in high growth opportunities available in the Sector with an ultimate corporate goal of enhancement of the Shareholders wealth

AMALGAMATION

a) Pursuant to a Scheme of Amalgamation (the Scheme) sanctioned by the High Court of Mumbai by order dated 11.05.2012, Ultimate Electronics Private Limited, Giant Sales and Services Private Limited, Keystone Appliances Private Limited, Autocop Security Solutions Private Limited and Autocop Cobra Auto Security Private Limited were amalgamated with the Company with effect from April1, 2011 (the appointed date). The amalgamation has been accounted for under the Pooling of Interest Method as prescribed by the Institute of Chartered Accountants of India (ICAI). Ultimate Electronics Private Limited, Giant Sales and Services Private Limited, Autocop Security Solutions Private Limited and Autocop Cobra Auto Security Private Limited were in the business of trading and servicing car security system, and Keystone Appliances Private Limited was in the business of manufacturing of Car Security system and wire harness a critical input for Car security system. The transferred companies carried on all their business and activities for the benefits of and in trust for the Company from the appointed date. Thus, the profit or income accruing or arising to or expenditure or losses arising or incurred by the transferred companies from the Appointed date are treated as the profit or income or expenditure or loss, as the case may be, of the Company. The Scheme has accordingly been given effect to in these accounts upon filing of certified copy of the Order of the High Court at Mumbai on 11th May 2012.

b) In terms of the Scheme, the following assets and liabilities of amalgamating companies have been transferred to and stand vested with the Company at their respective book values with effect from 1st April, 2011

c) Certain immovable properties, investments which were acquired pursuant to the above Scheme are in the process of registration in the name of the Company.

BANKERS CHARGES REPORT AS PER REGISTRY

Corporate identity number of the company	U74999MH1991PTC063312
Name of the company	AUTOCOP (INDIA) PRIVATE LIMITED
Address of the registered office or of the principal place of business in India of the company	ATV House, 2^nd Floor, D-8, MIDC, Street No. 16, Andheri (East), Mumbai -400093, Maharashtra, India Email: suranaaj@yahoo.co.in
This form is for	Creation of charge
Type of charge	Book debts Movable property (not being pledge)
Particular of charge holder	ICICI Bank Limited, ICICI Bank Towers, Bandra Kurla Complex, Mumbai - 400051, Maharashtra, India Email: avijit.s@icicibank.com
Nature of description of the instrument creating or modifying the charge	Supplemental deed of hypothecation.
Date of instrument Creating the charge	24.03.2013
Amount secured by the charge	Rs. 20.000 Millions
Brief particulars of the principal terms an conditions and extent and operation of the charge	Rate of Interest I-Base Rate+4.00 p.a. Present I - Base is 9.75 % and spread IS 4.00 % Terms of Repayment Cash Credit Repayable On Demand Margin Inventory - uniform margin of 25% against all components of inventory Book debts - 25% Extent and Operation of the charge Charge will rank pari passu in favour of ICICI Bank and Axis Bank.
Short particulars of the property charged	First charge by way of hypothecation of company's entire stocks of raw material, semi-finished and finished goods, consumable stores and spares and such movables including book debts, bills whether documentry or clean, outstanding monies, receivables, both present and future, in form and manner satisfactory to the bank, ranking pari passu with Axis Bank Limited

CONTINGENT LIABILITIES:

Particulars	31.03.2012	31.03.2011
	(Rs. in Millions)
Guarantee given to bank / financial institution for loan taken by Keystone Appliances Private Limited	0.000	150.000

FIXED ASSETS:

Ø Land

Ø Buildings

Ø Factory building

Ø Other building

Ø Plant and equipment

Ø Factory equipments

Ø Furniture and fixtures

Ø Vehicles

Ø Motor Vehicles

Ø Office equipment

Ø Computer equipments

Ø Other 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 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. 54.89
UK Pound	1	Rs. 83.66
Euro	1	Rs. 70.58

INFORMATION DETAILS

Information Gathered by :	PLK
Report Prepared by :	BVA

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	4
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	6
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	6
--PROFITABILIRY	1~10	6
--LIQUIDITY	1~10	6
--LEVERAGE	1~10	6
--RESERVES	1~10	5
--CREDIT LINES	1~10	5
--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	NO
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
DEFAULTERS
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		49

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.