MIRA INFORM REPORT

Report Date :

16.09.2013

IDENTIFICATION DETAILS

Name :	TOKAI RIKA MINDA INDIA PRIVATE LIMITED
Registered Office :	Plot No. 365, Sompura Industrial Area, 1^st Stage, Dobaspet, Nelamangala, Taluk, Bangalore – 562111, Karnataka
Country :	India
Financials (as on) :	31.03.2013
Date of Incorporation :	11.08.2008
Com. Reg. No.:	08-047401
Capital Investment / Paid-up Capital :	Rs. 1750.000 Millions
CIN No.: [Company Identification No.]	U34300KA2008PTC047401
TAN No.: [Tax Deduction & Collection Account No.]	BLRT06505C
PAN No.: [Permanent Account No.]	AADCT0271C
Legal Form :	Private Limited Liability Company
Line of Business :	Subject is engaged in manufacture of Key Sets, Immobilizers, Seatbelts and Four wheel cover cap to the four wheeler in the Automobile Industry.
No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

B (32)

RATING		STATUS	PROPOSED CREDIT LINE
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small

Maximum Credit Limit :	USD 4257000
Status :	Moderate
Payment Behaviour :	Slow but correct
Litigation :	Clear
Comments :	Subject is a joint venture between NK Minda Group and Tokai Rika. It is a well established company having a moderate track record. There appear huge accumulated losses recorded by the company during 2013. However, the company has recorded a significant increase in its sales turnover during the year under review. Financial position seems to be decent. Trade relations are reported to be fair. Business is active. Payments are reported to be slow but correct. In view of strong holding companies and experienced promoters, the subject 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.

ECGC Country Risk Classification List – March 31^st, 2013

Country Name	Previous Rating (31.12.2012)	Current Rating (31.03.2013)
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

We are living in a world where volatility and uncertainty have become the New Normal. We saw a change of government in countries like Tunisia, Egypt, Libya and Vietnam. Once powerful countries in Europe are now fighting for bankruptcy. We have taken growth in the developing part of the world for granted but economic growth in China and India has begun to slow. Companies that were synonymous with their product categories just a few years ago are now no longer in existence. Kodak, the inventor of the digital camera had to wind up its operations, HMV, the British entertainment retailing company and Borders, once the second largest bookstore have shut down due to their inability to evolve their business models with the changing time. Readers’ Digest, Thomson Register are no more !

There is another megatrend happening. The World order is changing as economic power shifts from West to East. According to McKinsey study, it took Britain more than 100 years to double its economic output per person during its industrial revolution and the US later took more than 50 years to do the same. More than a century later, China and India have doubled their GDP per capital in 12 and 18 years respectively. By 2020, emerging Asia will become the world’s largest consuming block, overtaking North America.

The years after the outbreak of the global financial crisis, the world economy continues to remain fragile. The Indian economy demonstrated remarkable resilience in the initial years of the contagion but finally lost ground last year. GDP growth slowed down. Currency has been weakening. There is a marked deceleration in agriculture, industry and services. Dampening sentiment led to a cut-back in investment as well as private consumption expenditure.  Inflation remained at high levels fuelled by the pressure from the food and fuel sectors. The large fiscal and current account deficit s continued to cause grave concern. It is imperative that India regains its growth trajectory of 8-9 % sooner than later. This is crucially important given the need to create gainful livelihood opportunities for the millions living in poverty as also the large contingent of young people joining the job market every year.

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/ Factory :	Plot No. 365, Sompura Industrial Area, 1^st Stage, Dobaspet, Nelamangala Taluk, Bangalore – 562111, Karnataka, India
Tel. No.:	91-80-28014700
Fax No.:	91-80-28014750
E-Mail :	mkubo@trmn.co.in sjacob@trmn.biz ksprasad@trmn.co.in bini.cyriac@trmn.biz parameshwar.bhat@trmn.biz rajkiran.bs@trmn.biz prasad.ks@trmn.biz
Location :	Owned

DIRECTORS

As on 17.07.2013

Name :

Mr. Ashok Kumar Goel

Designation :

Director

Address :

A-303, GH – 96, Sector 54, Gurgaon – 122001, Haryana, India

Date of Birth/Age :

29.08.1950

Date of Appointment :

27.07.2009

DIN No.:

02012971

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	U23201DL2001PLC111781	MINDA AUTOGAS LIMITED	Director	18/08/2008	17/12/2007	-	Amalgamated	NO
2	U34300KA2008PTC047401	TOKAI RIKA MINDA INDIA Private Limited	Director	27/07/2009	25/08/2008	-	Active	NO
3	U74899DL1995PTC073692	MINDARIKA PRIVATE LIMITED	Director	26/08/2009	11/12/2008	15/07/2013	Active	NO
4	L74899DL1992PLC050333	MINDA INDUSTRIES LIMITED	Director appointed in casual vacancy	29/07/2009	29/07/2009	29/10/2009	Active	NO
5	U51909DL2011PLC223728	MI TORICA INDIA LIMITED	Director	16/08/2011	16/08/2011	12/07/2013	Active	NO
6	U35122DL2011PLC223819	MINDA KYORAKU LIMITED	Director	17/08/2011	17/08/2011	-	Active	NO
7	U28111RJ2008PTC026385	TOYODA GOSEI MINDA INDIA PRIVATE LIMITED	Director	17/11/2011	17/11/2011	15/12/2012	Active	NO
8	U35999DL2012FTC238701	FUJITSU TEN MINDA INDIA PRIVATE LIMITED	Director	11/07/2012	11/07/2012	23/07/2013	Active	NO

Name :

Kengi Miura

Designation :

Director

Address :

2-15-24, Shiratori, Togo-Cho, Aichi-Gun, Aichi – 4700155, Japan

Date of Birth/Age :

04.01.1955

Date of Appointment :

17.07.2013

DIN No.:

06628122

Name :

Masakazu Goto

Designation :

Director

Address :

119-2, Takaya- Cho,Asahi, Konana – 4838065, Japan

Date of Birth/Age :

27.04.1957

Date of Appointment :

17.07.2013

DIN No.:

06628117

Name :

Yoshihiro Obayashi

Designation :

Director appointed in casual vacancy

Address :

81, Mitocho Nishigatairyoda Toyohashi Japan 4410312

Date of Birth/Age :

13.04.1954

Date of Appointment :

24.08.2012

DIN No.:

05352550

Name :

Mr. J.K.Menon

Designation :

Director appointed in casual vacancy

Address :

805, Ivory Towers, South City – I, Gurgoan - 122001, Haryana, India

Date of Birth/Age :

30.04.1960

Date of Appointment :

17.07.2013

DIN No.:

00292236

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	U34300DL2004PLC127423	MINDA ACOUSTIC LIMITED	Director	20/07/2004	20/07/2004	03/07/2007	Amalgamated	NO
2	U34300DL2004PLC127424	MINDA FIAMM ACOUSTIC LIMITED	Whole-time director	20/07/2004	20/07/2004	01/01/2007	Amalgamated	NO
3	U74999DL1990PLC041398	DCM ENGINEERING LIMITED	Managing director	15/11/2007	15/11/2007	16/03/2013	Active	NO
4	U74899DL1995PTC073692	MINDARIKA PRIVATE LIMITED	Director	15/07/2013	15/07/2013	-	Active	NO
5	U34300KA2008PTC047401	TOKAI RIKA MINDA INDIA Private Limited	Director appointed in casual vacancy	17/07/2013	17/07/2013	-	Active	NO
6	U35999DL2012FTC238701	FUJITSU TEN MINDA INDIA PRIVATE LIMITED	Director	23/07/2013	23/07/2013	-	Active	NO
7	U35122DL2011PLC223819	MINDA KYORAKU LIMITED	Director appointed in casual vacancy	30/07/2013	30/07/2013	-	Active	NO

KEY EXECUTIVES

Name :	Mr. Raj Kiran Seetharamu Badvanahalli
Designation :	Secretary
Address :	Chayanandana, 2^nd Main, 2^nd Cross, Sapthagiri Extension, Near Nalanda Convent, Tumkur – 572102, Karnataka, India
Date of Birth/Age :	16.12.1987
Date of Appointment :	22.11.2011
PAN No.:	APJPR1741R
Name :	Mr. Prasad
Designation :	Accounts Manager

MAJOR SHAREHOLDERS

As on 17.07.2013

Names of Shareholders	No. of Shares
Tokai Rika Company Limited, Japan	152500000
Minda Finance Limited, India	22500000
Total	175000000

Equity Share Break up (Percentage of Total Equity)

As on 17.07.2013

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	87.14
Bodies corporate	12.86
Total	100.00

BUSINESS DETAILS

Line of Business :

Subject is engaged in manufacture of Key Sets, Immobilizers, Seatbelts and Four wheel cover cap to the four wheeler in the Automobile Industry.

GENERAL INFORMATION

No. of Employees :	Not Available
Bankers :	The Bank of Tokyo-Mitsubishi UFJ, Limited, Singapore HDFC Bank Limited Mizuho Corporate Bank Limited Standard Chartered Bank Limited State Bank of Mysore State Bank of Hyderabad The Bank of Tokyo Mitsubishi UFJ, Japan

Banking Relations :	--
Auditors :
Name :	Deloitte Haskins and Sells Chartered Accountants
Address :	Deloitte Centre, Anchorage II, 100/2, Richmond Road, Bangalore – 560025, Karnataka, India
Tel. No.:	91-80-66276000
Fax No.:	91-80-66276011
PAN No.:	AACFD3771D
Holding Company :	Tokai Rika Company Limited, Japan
Joint venture :	Minda Finance Limited, India CIN No.: L67120DL1985PLC021349
Fellow Subsidiaries :	Tokai Rika (Thailand) Company Limited, Thailand Thai Seat Belt Company Limited, Thailand TRCZ s.r.o, Czech Republic TRQSS., Inc, Czech Republic TRP inc., Philippines Tokai Rika Create Corporation, Japan
Associates :	Thai Torica Limited, Japan Mindarika Private Limited, India CIN No.: U74899DL1995PTC073692

CAPITAL STRUCTURE

As on 17.07.2013

Authorised Capital :

No. of Shares	Type	Value	Amount
175000000	Equity Shares	Rs. 10/- each	Rs. 1750.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
175000000	Equity Shares	Rs. 10/- each	Rs. 1750.000 Millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.03.2013	31.03.2012	31.03.2011
I. EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	1750.000	630.000	500.000
(b) Reserves & Surplus	(685.636)	(533.202)	(353.713)
(c) Money received against share warrants	0.000	0.000	0.000
(2) Share Application money pending allotment	0.000	0.000	0.000
Total Shareholders’ Funds (1) + (2)	1064.364	96.798	146.287
(3) Non-Current Liabilities
(a) long-term borrowings	384.560	458.810	307.560
(b) Deferred tax liabilities (Net)	0.00	14.205	12.330
(c) Other long term liabilities	0.117	0.126	0.125
(d) long-term provisions	7.897	7.687	5.156
Total Non-current Liabilities (3)	392.574	480.828	325.171
(4) Current Liabilities
(a) Short term borrowings	0.000	403.500	451.000
(b) Trade payables	477.316	304.268	245.139
(c) Other current liabilities	57.044	75.592	82.280
(d) Short-term provisions	4.798	1.824	1.108
Total Current Liabilities (4)	539.158	785.184	779.527
TOTAL	1996.096	1362.810	1250.985
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	847.854	897.822	843.671
(ii) Intangible Assets	2.955	3.085	3.293
(iii) Capital work-in-progress	9.606	3.946	39.913
(iv) Intangible assets under development	0.000	0.000	0.000
(b) Non-current Investments	0.000	0.000	0.000
(c) Deferred tax assets (net)	0.000	0.000	0.000
(d) Long-term Loan and Advances	8.418	8.714	6.010
(e) Other Non-current assets	1.801	1.488	0.482
Total Non-Current Assets	870.634	915.055	893.369
(2) Current assets
(a) Current investments	0.000	0.000	0.000
(b) Inventories	172.098	121.369	77.382
(c) Trade receivables	210.848	142.217	165.229
(d) Cash and cash equivalents	600.520	97.587	54.720
(e) Short-term loans and advances	141.153	86.459	60.241
(f) Other current assets	0.843	0.123	0.044
Total Current Assets	1125.462	447.755	357.616
TOTAL	1996.096	1362.810	1250.985

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2013	31.03.2012	31.03.2011
	SALES
		Income	1444.634	942.121
		Other Income	13.233	1.094
		TOTAL	1457.867	943.215	324.474
Less	EXPENSES
		Office Expenses
		Administrative Expenses
		Advertising Expenses
		TOTAL	1623.966	1120.828	628.270
	PROFIT/(LOSS) BEFORE TAX		(166.099)	(177.613)	(303.796)
Less	TAX		(13.664)	1.875	12.330
	PROFIT/(LOSS) AFTER TAX		(152.435)	(179.488)	(316.126)
	EARNINGS IN FOREIGN CURRENCY		1.587	0.424	0.356
	Earnings/ (Loss) Per Share (Rs.)		(0.87)	(2.85)	(6.32)

KEY RATIOS

PARTICULARS		31.03.2013	31.03.2012	31.03.2011
PAT / Total Income	(%)	(10.46)	(19.03)	(97.43)
Net Profit Margin (PBT/Sales)	(%)	(11.50)	(18.85)	NA
Return on Total Assets (PBT/Total Assets}	(%)	(14.63)	(38.78)	(83.43)
Return on Investment (ROI) (PBT/Networth)		(0.16)	(1.83)	(2.08)
Debt Equity Ratio (Total Debt /Networth)		0.36	8.91	5.19
Current Ratio (Current Asset/Current Liability)		2.08	0.51	0.46

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	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	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	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 LOANS:

Particulars	31.03.2013 Rs. In Millions	31.03.2012 Rs. In Millions
Long Term Borrowings
Term loans From banks
Term loan from Bank of Tokyo Mitsubishi UFJ, Limited Chennai	77.000	90.000
External Commercial Borrowing from Bank of Tokyo - Mitsubishi UFJ, Limited - Singapore	0.000	61.250
External commercial borrowing from Tokai Rika Company Limited, Japan	307.560	307.560
Short Term Borrowings
Loans repayable on demand	0.000	403.500
Total	384.560	862.310

NOTE: NO CHARGES EXIST FOR COMPANY

FIXED ASSETS:

• Land
• Buildings
• Plant and equipment
• Factory equipments
• Furniture and fixtures
• Vehicles
• Office equipment
• Computer equipments
• Computer 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. 63.79
UK Pound	1	Rs. 100.70
Euro	1	Rs. 84.67

INFORMATION DETAILS

Report Prepared by :

VNT

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	4
PAID-UP CAPITAL	1~10	4
OPERATING SCALE	1~10	3
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	4
--PROFITABILIRY	1~10	3
--LIQUIDITY	1~10	4
--LEVERAGE	1~10	4
--RESERVES	1~10	3
--CREDIT LINES	1~10	3
--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
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		32

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.