MIRA INFORM REPORT

Report Date :

12.11.2013

IDENTIFICATION DETAILS

Name :	VARROC LIGHTING SYSTEMS (INDIA) PRIVATE LIMITED
Registered Office :	Survey No.279,Village Mann Hinjewadi, Pune-411057, Maharashtra
Country :	India
Financials (as on) :	31.03.2013
Date of Incorporation :	13.03.2012
Com. Reg. No.:	11-142539
Capital Investment / Paid-up Capital :	Rs. 0.200 Million
CIN No.: [Company Identification No.]	U31401PN2012PTC142539
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturer, Importer and Exporter of Head Lamps and Tail Lamps for four wheelers cars.
No. of Employees :	250 (Approximately)

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 710000
Status :	Moderate
Payment Behaviour :	Slow But Correct
Litigation :	Clear
Comments :	Subject is a relatively new company having a moderate track record. Company has incurred loss from its first year of operation. However, trade relations are improving. Business is active. Payment terms are slow but correct. 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.

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 PARTED BY

Name :	Mr. Dinesh
Designation :	Accounts Department
Contact No.:	91-20-66752100
Date :	11.11.2013

LOCATIONS

Registered Office / Factory :	Survey No.279,Village Mann Hinjewadi, Pune-411057, Maharashtra, India
Tel. No.:	91-20-66752100 / 66752103
Fax No.:	91-20-66752115
E-Mail :	rgund@varroclighting.com
Website :	www.varroclighting.com
Location :	Owned

DIRECTORS

AS ON 10.08.2013

Name :	Mr. Tarang Jain
Designation :	Director
Address :	Gut No.41(P), Opposite Walmi Kanchanwadi, Aurangabad-Paithan Road, Aurangabad-431105, Maharashtra, India
Date of Birth/Age :	21.03.1962
Date of Appointment :	13.03.2012
DIN No.:	00027505
Name :	Mr. Ravi Mohan Damodaran
Designation :	Director
Address :	398, N1-E CIDCO, Aurangabad-431003, Maharashtra, India
Date of Birth/Age :	05.04.1966
Date of Appointment :	16.05.2013
DIN No.:	02844306

KEY EXECUTIVES

Name :	Mr. Dinesh
Designation :	Accounts Department

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 10.08.2013

Names of Shareholders	No. of Shares
Varroc Engineering Private Limited, India	19996
Tarang Jain (Beneficial Interest Held By Varroc Engineering Private Limited)	01
TOTAL	19997

AS ON 10.08.2013

Equity Shares Break Up	Percentage of Holding
Bodies corporate	100.00
TOTAL	100.00

BUSINESS DETAILS

Line of Business :	Manufacturer, Importer and Exporter of Head Lamps and Tail Lamps for four wheelers cars.
Exports :
Products :	Finished Goods
Countries :	· China
Imports :
Products :	· Raw Materials
Countries :	· USA · China
Terms :
Selling :	L/C, Credit
Purchasing :	L/C, Credit

GENERAL INFORMATION

Customers :

· End Users

No. of Employees :

250 (Approximately)

Bankers :

· The Saraswat Co-Operative Bank Limited, Madhuleni, Khadkeshwar, Aurangabad-431001, Maharashtra, India

Facilities :

Secured Loan	Rs. In Millions 31.03.2013
Long Term Borrowings
Term Loan
From Bank	139.205
TOTAL	139.205
NOTE LONG TERM BORROWINGS Term Loan 1. Term loan from bank is secured by hypothecation of Land and Building 2. Term loans from bank are repayable in 60 equated installment beginning February 2014 along with interest of 13% p.a.

Banking Relations :	--
Auditors :
Name :	Price Waterhouse and Company Chartered Accountant
Address :	252,Veer Savarkar Marg, Shivaji Park, Dadar (West), Mumbai-400028, Maharashtra, India
PAN No.:	AAHFP0187A
Holding Company :	Varroc Engineering Private Limited CIN No.:- U28920MH1988PTC047335

CAPITAL STRUCTURE

AS ON 31.03.2013

Authorised Capital :

No. of Shares	Type	Value	Amount
50000	Equity Shares	Rs.10/- each	Rs. 0.500 Million

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
19997	Equity Shares	Rs.10/- each	Rs. 0.200 Million

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.03.2013
I. EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	0.200
(b) Reserves & Surplus	179.497
(c) Money received against share warrants	0.000
(2) Share Application money pending allotment	0.000
Total Shareholders’ Funds (1) + (2)	179.697
(3) Non-Current Liabilities
(a) long-term borrowings	559.205
(b) Deferred tax liabilities (Net)	77.485
(c) Other long term liabilities	0.000
(d) long-term provisions	4.842
Total Non-current Liabilities (3)	641.532
(4) Current Liabilities
(a) Short term borrowings	0.000
(b) Trade payables	222.303
(c) Other current liabilities	209.288
(d) Short-term provisions	14.176
Total Current Liabilities (4)	445.767
TOTAL	1266.996
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	596.612
(ii) Intangible Assets	16.843
(iii) Capital work-in-progress	1.172
(iv) Intangible assets under development	0.000
(b) Non-current Investments	0.025
(c) Deferred tax assets (net)	0.000
(d) Long-term Loan and Advances	162.402
(e) Other Non-current assets	0.000
Total Non-Current Assets	777.054
(2) Current assets
(a) Current investments	0.000
(b) Inventories	86.749
(c) Trade receivables	128.181
(d) Cash and cash equivalents	100.609
(e) Short-term loans and advances	59.930
(f) Other current assets	114.473
Total Current Assets	489.942
TOTAL	1266.996

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2013
	SALES
		Income	759.703
		Other Income
		TOTAL (A)	759.703
Less	EXPENSES
		Cost of Material Consumed	740.352
		Purchase of Stock In Trade
		Employee benefits expenses
		TOTAL (B)	740.352
Less	PROFIT / (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		19.351
Less	FINANCIAL EXPENSES (D)		20.427
	PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		(1.076)
Less/ Add	DEPRECIATION/ AMORTISATION (F)		46.016
	PROFIT / (LOSS) BEFORE TAX (E-F) (G)		(47.092)
Less	TAX (H)		(16.146)
	PROFIT / (LOSS) AFTER TAX (G-H) (I)		(30.946)
	BALANCE CARRIED TO THE B/S		(30.946)
	Earnings / (Loss) Per Share (Rs.)		(2445.29)

KEY RATIOS

PARTICULARS		31.03.2013
PAT / Total Income	(%)
Return on Total Assets (PBT/Total Assets}	(%)
Return on Investment (ROI) (PBT/Networth)
Debt Equity Ratio (Total Debt /Networth)
Current Ratio (Current Asset/Current Liability)

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	Yes
9]	Name of person contacted	Yes
10]	Designation of contact person	Yes
11]	Turnover of firm for last one years	Yes
12]	Profitability for last one 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	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	No
33]	Voter ID No of Proprietor/Partner/Director, if available	No
34]	External Agency Rating, if available	No

Unsecured Loan	Rs. In Millions 31.03.2013
Long Term Borrowings
Debentures (4200000, 5% Optionally Convertible Redeemable Debentures of Rs. 100 each)	420.000
TOTAL	420.000
NOTES LONG TERM BORROWINGS The company has issued and allotted 4200000 5% unsecured optionally convertible of Rs. 100 each, fully paid up to its holding company. Varroc Engineering Private Limited vide scheme for issue of debentures dated 19^th September 2012. 1. Terms of conversion The holder of debentures, shall have the right to request for conversion of the Debentures in full or part at any time before redemption. The terms of conversion will be finalized by the Board of Directors of the Company. 2. Terms of redemption Subject to the redemption Clause regarding conversion of the Debentures, the unconverted portion of the Debentures will be redeemed at a premium of 5% in three installments of Rs. 35 each per debenture payable at the end of 6^th,7^th and 8^th year respectively from the date of Issue or allotment. The debentures can be rolled over/re-issued after redemption for such further period on the same or such modified terms as may be mutually agreed between both the parties.

CURRENT MATURITIES OF LONG TERM DEBT

(Rs. In Millions)

Particulars	31.03.2013
Current Maturities Of Long Term Debt	5.080
TOTAL	5.080

VIEW INDEX OF CHARGES

S. No	Charge ID	Date of Charge Creation /Modification	Charge amount secured	Charge Holder	Address	Service Request Number (SRN
* Date of charge modification

GENERAL INFORMATION

Subject is engaged in the business of design, manufacture and sale of automotive lighting applications mainly head lamps, tail lamps, fog lamps and other automotive lighting products for four wheeler passenger car. The company has one manufacturing plant in India and Sells primarily in India.

The Company was incorporated on March 13, 2012 Hence the first financial statements of the company have been prepared from March 13, 2012. On 1^st August 2012, the company purchased the Lighting Division of Visteon Technical and Services Center Private Limited.

ASSET ACQUISITION / PROJECT

The Company has acquired its assets effective 1st August, 2012 from Visteon Corporation Inc., U.S.A. on slump sale basis as a part of global acquisition of Visteon’s Lighting Business by the Holding Company Varroc Engineering Private Limited. The manufacturing facility is situated at Survey No.279, Mann, Tal.Mulshi, Hinjewadi, Pune. The existing business and employees of the erstwhile Visteon Lighting has also been transferred to the new entity. The Company is into manufacture of lighting systems for Four Wheelers, LCVs and HCVs. The products manufactured by the Company continue to be well received and accepted by the existing OEM customers.

ECONOMY / INDUSTRY OUTLOOK

Indian automotive industry has been adversely affected by the present global economic slowdown as well as domestic factors including headline inflation and high fuel prices. Car sales fell by 7% in FY 2012-13 and this was first full-year fall in a decade. The subdued trend in the automobile industry is expected to continue in the 1st half of the year 2013-14 with improvement expected in the 2nd half of the year due to a good forecasted monsoon and

festive season. The Company, in spite of the slowdown is committed to growth by increasing share with existing customers and acquiring new customers. There will be a more cautious approach to capex with emphasis on higher productivity.

PERFORMANCE

The operating results are satisfactory, considering the fact that these results correspond to eight months of operations from 1st August, 2012. During the period, the Company has achieved a gross turnover of Rs.759.703 Millions (net of excise and including other income of Rs.3.215 Millions) and incurred a nominal Cash Loss (Loss Before Depreciation/Amortization) of Rs.1.076 Millions. The Board of directors are hopeful of improved performance during the current full year of operations.

FINANCE

During the period the Company has availed Term Loan of Rs.144.285 Millions sanctioned by The Saraswat Co-operative Bank Limited, Khadkeshwar, Aurangabad for purchase of Land and Buildings in terms of the Lease Agreement with Lessor.

No loan installment was due during the year. The Company has been regularly repaying the interest due against the term loan.

FIXED ASSETS

· Freehold Land

· Factory Building

· Plant and Machinery

· Computer

· Vehicles

· Furniture

· Office Equipment’s

· 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.
UK Pound	1	Rs.
Euro	1	Rs.

INFORMATION DETAILS

Information Gathered by :
Report Prepared by :	DPT

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10
PAID-UP CAPITAL	1~10
OPERATING SCALE	1~10
FINANCIAL CONDITION
--BUSINESS SCALE	1~10
--PROFITABILIRY	1~10
--LIQUIDITY	1~10
--LEVERAGE	1~10
--RESERVES	1~10
--CREDIT LINES	1~10
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES/NO
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	YES/NO
--EXPORT ACTIVITIES	YES/NO	YES/NO
--AFFILIATION	YES/NO	YES/NO
--LISTED	YES/NO	YES/NO
--OTHER MERIT FACTORS	YES/NO	YES
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL

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.