MIRA INFORM REPORT

Report Date :

19.09.2013

IDENTIFICATION DETAILS

Name :	EXEDY INDIA LIMITED [w.e.f.18.11.2010]
Formerly Known As :	CEEKAY DAIKIN LIMITED
Registered Office :	Plot No.L-4, MIDC Industrial Estate, Chikalthana, Aurangabad – 431210, Maharashtra
Country :	India
Financials (as on) :	31.03.2012
Date of Incorporation :	03.11.1973
Com. Reg. No.:	11-016985
Capital Investment / Paid-up Capital :	Rs. 60.067 Millions
CIN No.: [Company Identification No.]	U34100MH1973PLC016985
TAN No.: [Tax Deduction & Collection Account No.]	MUMC10508B
PAN No.: [Permanent Account No.]	AAACC0641G
Legal Form :	A Closely Held Public Limited Liability Company
Line of Business :	Manufacturing and Selling of Clutches for Automotive Industry.
No. of Employees :	Information declined by the management

RATING & COMMENTS

MIRA’s Rating :

Ba (41)

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

Status :	Satisfactory
Payment Behaviour :	Slow but correct
Litigation :	Clear
Comments :	Subject is a subsidiary of “Exedy Corporation”. It is an established company having a satisfactory track record. Overall financial appears to be below average. However, rating takes into consideration experience of promoter as well as support form parent company. Trade relations are fair. Business is active. Payment terms are slow but correct. The company can be considered for business dealings at usual trade terms and condition.

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

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.

EXTERNAL AGENCY RATING

Rating Agency Name	CARE
Rating	Long term bank facilities : BBB-
Rating Explanation	Moderate credit quality and average credit risk.
Date	April 17, 2013

Rating Agency Name	CARE
Rating	Short term bank facilities : A3+
Rating Explanation	Moderate degree of safety and higher credit risk.
Date	April 17, 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 BY

Name :	Mr. Paresh Pandya
Designation :	Finance Manager
Contact No.:	91-22-22020849
Date :	17.09.2013

LOCATIONS

Registered Office/ Factory 1 :	Plot No.L-4, MIDC Industrial Estate, Chikalthana, Aurangabad – 431210, Maharashtra, India
Tel. No.:	91-22-24833341/ 2484014
Fax No.:	91-22-24833341/ 2484014
E-Mail :	ckd@exedyindia.in hjvora@exedyindia.in
Website :	http://www.exedyindia.in
Head Office :	N.K.M. International House, 4th Floor, 178, Babubhai M. Chinai Marg, Mumbai – 400020, Maharashtra, India
Tel. No.:	91-22-22020849
Factory 2 :	Plot No.9, Udyog Kendra Industrial Area, Greater Noida – 201304, Uttar Pradesh, India
Tel. No.:	91-120-2350280/ 81/ 86
Fax No.:	91-120-2350237

DIRECTORS

AS ON 31.03.2012

Name :	Mr. Pradeep B. Chinai
Designation :	Managing Director
Date of Birth/Age :	25.01.1949
Qualification :	BS Engineer
Date of Appointment :	01.10.2009
PAN No.:	AAAPC9473H
DIN No.:	00128368
Name :	Akira Hirai
Designation :	Managing Director
Date of Birth/Age :	24.12.1957
Qualification :	Bachelors in Metallurgical Science
Date of Appointment :	27.07.2010
PAN No.:	AFAPH9392H
DIN No.:	03248188
Name :	Mr. Mahesh Bhogilal Kothari
Designation :	Director
Date of Birth/Age :	14.10.1949
Qualification :	BS Engineer
Date of Appointment :	27.07.2010
PAN No.:	AUFPK3863L
DIN No.:	00128322
Name :	Homi C. H. Bhabha
Designation :	Director
Date of Birth/Age :	15.12.1955
Qualification :	Chartered Accountant
Date of Appointment :	20.09.1985
DIN No.:	00286072
Name :	Mr. Shreekant V. Mehta
Designation :	Director
Date of Birth/Age :	24.05.1948
Qualification :	Solicitor
Date of Appointment :	24.07.1989
DIN No.:	00318524
Name :	Mr. Bharat H. Patel
Designation :	Director
Date of Birth/Age :	23.07.1945
Date of Appointment :	10.03.2003
DIN No.:	00176784
Name :	Hideshi Shiba
Designation :	Whole-time director
Date of Birth/Age :	07.05.1963
Qualification :	B.A. in Management from University of Wisconsin
Date of Appointment :	27.07.2010
PAN No.:	CDQPS8677A
DIN No.:	02396003

KEY EXECUTIVES

Name :	Mr. Paresh Pandya
Designation :	Finance Manager
Name :	Mrs. Niharika Tripathi
Designation :	Company Secretary
PAN No.:	AJMPA9571B

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 31.03.2012

Names of Shareholders	No. of Shares
Exedy Corporation, Japan	4339189
Mahesh Bhogilal Kothari	478362

BUSINESS DETAILS

Line of Business :

Manufacturing and Selling of Clutches for Automotive Industry.

Products/ Services :

ITC Code No.	Product Descriptions
87089300	Clutch Cover Assembly

PRODUCTION STATUS (AS ON 31.03.2011)

Particulars	Unit	Installed Capacity (Qty. in Thousands Nos.)	Actual Production (Qty. in Thousands Nos.)
Clutch Plate Assembly	Nos.	2200.00	1694.50
Clutch Cover Assembly	Nos.	1800.00	1578.86
One way Clutch	Nos.	1800.00	1616.91

Note:

The installed capacity is as certified by the Managing Director and accepted by the auditors.

GENERAL INFORMATION

Customers :

· Bajaj

Eicher

GM

Mahindra

Maruti Suzuki

Mahindra

SML Isuzu Limited

Tata

Toyota

Honda

Lombardini

Avtec Limited

Hero

Yamaha

Honda

Ghatge Patil Limited

No. of Employees :

Information declined by the management

Bankers :

Bank of Maharashtra, Industrial Finance Branch, Appeejay House, 130 Mumbai Samachar Marg, Mumbai - 400023, Maharashtra, India

Facilities :

SECURED LOANS	31.03.2012 (Rs. In Millions)	31.03.2011 (Rs. In Millions)
LONG-TERM BORROWINGS
Rupee term loans from banks [Joint equitable mortgage and charge over immovable assets on pari passu basis]	0.000	7.888
Deferred payment liabilities [Second Charge on Company's Movable and Immovable properties]	24.672	44.452
Loans taken for vehicles [Hypothecation of vehicles]	2.383	1.312
SHORT TERM BORROWINGS
Working capital loans from banks [Cash Credit Facility]	153.261	183.316
Total	180.316	236.968

Banking Relations :	--
Auditors :
Name :	D. L. Shah and Company Chartered Accountants
Address :	Avanti Apartments, A Wing, 4th Floor, Flat No. 1, Flank Road, Sion (East), Mumbai – 400022, Maharashtra, India
Income-tax PAN of auditor or auditor's firm :	AAPPS6703D
Holding company :	Exedy Corporation, Japan
Fellow Subsidiary company :	· Exedy Friction Exedy (Thailand) Company Limited Aisin Chemicals Company Limited PT Exedy Indonesia Exedy Clutch India Private Limited [U35990KA2011FTC060621] Exedy Australia Pty Limited Exedy Chongquing Company Limited
Associates :	Satin Engineering Private Limited [U34300MH1984PTC033789]

CAPITAL STRUCTURE

AS ON 31.03.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
9000000	Equity Shares	Rs. 10/- each	Rs. 90.000 Millions
100000	Preference shares	Rs. 100/- each	Rs. 10.000 Millions
	Total		Rs. 100.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
6006696	Equity Shares	Rs. 10/- each	Rs. 60.067 Millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.03.2012	31.03.2011
I. EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	60.067	60.067
(b) Reserves & Surplus	(212.039)	100.891
(c) Money received against share warrants	0.000	0.000
(2) Share Application money pending allotment	0.000	0.000
Total Shareholders’ Funds (1) + (2)	(151.972)	160.958
(3) Non-Current Liabilities
(a) long-term borrowings	403.427	487.553
(b) Deferred tax liabilities (Net)	1.510	0.757
(c) Other long term liabilities	0.000	0.000
(d) long-term provisions	5.386	3.624
Total Non-current Liabilities (3)	410.323	491.934
(4) Current Liabilities
(a) Short term borrowings	178.324	212.753
(b) Trade payables	788.901	574.492
(c) Other current liabilities	261.822	193.628
(d) Short-term provisions	19.706	19.957
Total Current Liabilities (4)	1248.753	1000.830
TOTAL	1507.104	1653.722
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	594.148	533.638
(ii) Intangible Assets	1.674	1.566
(iii) Capital work-in-progress	66.414	57.781
(iv) Intangible assets under development	3.992	2.130
(b) Non-current Investments	0.000	0.000
(c) Deferred tax assets (net)	0.000	0.000
(d) Long-term Loan and Advances	71.610	83.500
(e) Other Non-current assets	0.000	0.000
Total Non-Current Assets	737.838	678.615
(2) Current assets
(a) Current investments	0.000	0.000
(b) Inventories	359.122	378.460
(c) Trade receivables	294.476	355.202
(d) Cash and cash equivalents	48.248	159.580
(e) Short-term loans and advances	67.420	81.865
(f) Other current assets	0.000	0.000
Total Current Assets	769.266	975.107
TOTAL	1507.104	1653.722

SOURCES OF FUNDS		31.03.2010
SHAREHOLDERS FUNDS
1] Share Capital		60.067
2] Share Application Money		0.000
3] Reserves & Surplus		165.639
4] (Accumulated Losses)		0.000
NETWORTH		225.706
LOAN FUNDS
1] Secured Loans		295.262
2] Unsecured Loans		328.228
TOTAL BORROWING		623.490
DEFERRED TAX LIABILITIES		0.757
TOTAL		849.953
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		576.575
Capital work-in-progress		0.000
INVESTMENT		0.000
DEFERRED TAX ASSETS		0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	284.627
	Sundry Debtors	252.817
	Cash & Bank Balances	90.489
	Other Current Assets	0.000
	Loans & Advances	156.330
Total Current Assets		784.263
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	497.637
	Other Current Liabilities	0.189
	Provisions	13.059
Total Current Liabilities		510.885
Net Current Assets		273.378
MISCELLANEOUS EXPENSES		0.000
TOTAL		849.953

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2012	31.03.2011	31.03.2010
	SALES
		Revenue from operations	2157.438	2009.040	1535.462
		Other Income	1.270	4.907	79.755
		TOTAL	2158.708	2013.947	1615.217
Less	EXPENSES
		Cost of materials consumed	1442.102	1346.350
		Purchases of stock-in-trade	0.000	4.160
		Changes in inventories of finished goods, work-in-progress and stock-in-trade	8.461	14.144
		Employee benefit expense	206.232	162.078
		Other expenses	661.187	415.550
		TOTAL	2317.982	1942.282	1488.285
Less	PROFIT/ (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION		(159.274)	71.665	126.932
Less	FINANCIAL EXPENSES		55.607	55.232	64.365
	PROFIT/ (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION		(214.881)	16.433	62.567
Less/ Add	DEPRECIATION/ AMORTISATION		94.114	80.749	73.200
	PRIOR PERIOD ITEMS		(2.844)	(0.417)	0.000
	PROFIT/ (LOSS) BEFORE TAX		(311.839)	(64.733)	(10.633)
Less	TAX		1.091	0.015	0.021
	PROFIT/ (LOSS) AFTER TAX		(312.930)	(64.748)	(10.654)
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		(35.666)	29.082	39.736
	BALANCE CARRIED TO THE B/S		(348.596)	(35.666)	29.082
	EARNINGS IN FOREIGN CURRENCY
		FOB Value of Exports	1.822	2.049	3.261
	IMPORTS
		Raw Materials	360.301	535.233	348.787
		Capital Goods	31.484	0.691	11.404
	TOTAL IMPORTS		391.785	535.924	360.191
	Earnings/ (Loss) Per Share (Rs.)		(52.10)	(10.78)	(1.77)

KEY RATIOS

PARTICULARS		31.03.2012	31.03.2011	31.03.2010
PAT / Total Income	(%)	(14.50)	(3.21)	(0.66)
Net Profit Margin (PBT/Sales)	(%)	(14.45)	(3.22)	(0.69)
Return on Total Assets (PBT/Total Assets}	(%)	(21.71)	(4.06)	(0.78)
Return on Investment (ROI) (PBT/Networth)		2.05	(0.40)	(0.05)
Debt Equity Ratio (Total Debt/Networth)		(3.83)	4.35	2.76
Current Ratio (Current Asset/Current Liability)		0.62	0.97	1.54

LOCAL AGENCY FURTHER INFORMATION

CURRENT MATURITIES OF LONG TERM DEBT

Particulars	31.03.2012 (Rs. In Millions)	31.03.2011 (Rs. In Millions)	31.03.2010 (Rs. In Millions)
Current maturities of long-term debt	112.546	64.616	NA

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	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	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	Yes
33]	Voter ID No of Proprietor/Partner/Director, if available	No
34]	External Agency Rating, if available	Yes

INDEX OF CHARGES

S.NO.	CHARGE ID	DATE OF CHARGE CREATION/MODIFICATION	CHARGE AMOUNT SECURED	CHARGE HOLDER	ADDRESS	SERVICE REQUEST NUMBER (SRN)
1	10062383	15/06/2007	49,500,000.00	ICICI BANK LIMITED	LANDMARKRACE COURCE CIRCLE, ALKAPURI, BARODA - 390015, GUJARAT, INDIA	A17682261
2	10050856	23/03/2007	20,000,000.00	BANK OF MAHARASHTRA	INDUSTRIAL FINANCE BRANCH, APPEEJAY HOUSE, 130 MUMBAI SAMACHAR MARG, MUMBAI - 400023, MAHARASHTRA, INDIA	A15005614
3	10091908	16/11/2006	20,000,000.00	BANK OF MAHARASHTRA	INDUSTRIAL FINANCE BRANCH, APPEEJAY HOUSE, 130 MUMBAI SAMACHAR MARG, MUMBAI - 400023, MAHARASHTRA, INDIA	A20519575
4	90166799	14/10/2003	15,000,000.00	UFI BANK LIMITED	UPPER GROUND FLOOR; MERCENTILE HOUSE-15, KASTURBA GANDHI MARG, NEW DELHI - 110001, INDIA	-
5	90164337	31/12/2007 *	221,400,000.00	BANK OF MAHARASHTRA	INDUSTRIAL FINANCE BRANCH, APPEEJAY HOUSE, 130 MUMBAI SAMACHAR MARG, MUMBAI - 400023, MAHARASHTRA, INDIA	A31581796
6	80046481	03/02/1999 *	85,000,000.00	ICICI LIMITED	163,BACKBAY RECLAMATION, MUMBAI - 400020, MAHARASHTRA, INDIA	-
7	90163114	10/10/2003 *	447,700,000.00	THE INDUSTRIAL CREDIT AND INVESTMENT CORPN. OF IND IA LIMITED	ICICI BANK TOWERS, BANDRA KURLA COMPLEX, MUMBAI - 400051, MAHARASHTRA, INDIA	-
8	80028949	15/06/2007 *	182,700,000.00	ICICI BANK LIMITED	ICICI BANK TOWERS, BANDRA KURLA COMPLEX, MUMBAI - 400051, MAHARASHTRA, INDIA	A19796101

* Date of charge modification

UNSECURED LOANS

UNSECURED LOANS	31.03.2012 (Rs. In Millions)	31.03.2011 (Rs. In Millions)
LONG-TERM BORROWINGS
Rupee term loans from banks	217.910	217.910
Term loans from others	127.891	167.981
Borrowing from government semi-government bodies	30.571	48.010
SHORT TERM BORROWINGS
Loans repayable on demand from others	25.063	29.437
Total	401.435	463.338

CORPORATE INFORMATION

Exedy India Limited (formerly known as Ceekay Daikin Limited) was incorporated on November 3, 1973 under the Companies Act, 1956. The Company is a subsidiary of Exedy Corporation, Japan. The Company is in business of manufacturing and sale of clutches for automotive industry.

The Company's manufacturing plants are located at Aurangabad and Greater Noida.

DELISTING

Board of Directors of the Company had approved the delisting proposal and subsequently obtained approval from the shareholders through postal ballot on 25th July, 2011 on request of one of the promoters EXEDY Corporation, Japan.

Subsequently company has obtained final delisting approval from the Bombay Stock Exchange on 16th April, 2012.

OPERATIONS

The Company has been operating plants under the policy laid down by EXEDY Corporation, Japan. Based on the policy of safety, quality, just in time quantity and cost, the company has minimized the number of accidents, even the minor one. Also waste from quality problems were reduced.

Sales have increased by around 7.4%, operating profit before interest and deprecation has decreased from Rs. 71.665 Millions to a loss of Rs. 159.274 Millions. Interest costs are high on account of high debt levels. Company incurred heavy burden from high interest as well as increase of imported material cost such as friction facing from Thailand due to very strong JPY against Rupee.

The Company achieved production of 1.8 million Clutch Disc and 1.7 million Clutch Covers in 2011-12. Production of One Way Clutches was 1.7 million.

The passenger vehicle segment grew by 8% y-o-y. The Commercial vehicle segment had a 17% increase in sales. Increase of the passenger vehicle segment was slower than market expectation due to high petrol and diesel price and high interest on car loan. Especially Maruti Suzuki India Limited who is our biggest customer has reduced their production due to operator unrest, our sales were adversely impacted by this. Other automotive sector such as the commercial vehicle segment and two wheeler segment showed a smart growth. Two wheelers grew by 23%.

Overall, the automotive sector showed a smart recovery from the recessionary phase.

The Company incurred an operating loss of Rs. 159.274 Millions, during the current year as against an operating profit of Rs. 71.665 Millions for previous year. The Sales (net of excise and inter division sales) and other income for the financial year was 2158.708 Millions as against Rs. 2013.947 Millions for the previous financial year.

The Sales (net of excise and inter division sales) and other income for the financial year was Rs.2158.708 Millions as against Rs. 2013.947 Millions for the previous financial year.

The loss is at Rs.312.930 Millions as against loss of Rs. 64.748 Millions in the previous year. The company has been impacted by slow market growth and higher cost such as interest on loan and imported material by stronger JPY.

NEW BUSINESS

The company has started production for new model at Maruti Suzuki India Limited and is in continuous discussion with various manufacturers for development of clutches for two, three and four wheelers.

FINANCES

The Company is considering various options to raise funds to finance additional Manufacturing capabilities for existing products as well as new products. Otherwise, the company has started company-wide financial restructuring process for investment of new business and for tight monitoring accounting work.

MANAGEMENT DISCUSSION AND ANALYSIS

INDUSTRY DEVELOPMENTS

The passenger vehicle segment grew by 8% y-o-y. The Commercial vehicle segment had a 17% increase in sales. Increase of the passenger vehicle segment was slower than market expectation due to high petrol and diesel price and high interest on car loan. Especially Maruti Suzuki India Limited who is our biggest customer has reduced their production due to labour unrest, as a result our sales were impacted. Other automotive sectors such as the commercial vehicle segment and two wheeler segment showed a smart growth. Two wheelers grew by 23%. Overall, the automotive sector showed a steady recovery from the recessionary phase.

OUTLOOK

Demand conditions for the short to medium term are expected to remain strong. However, petrol price has increased 20% as comparing to the last year. Market demand for cars may come down in near future due to high running cost and market may prefer to more diesel cars than petrol cars. To cater the above manufacturer's expectation, the company needs to look into timely investment. New product developments for commercial vehicles and diesel engine vehicles will be the key focus of the company. The pressure on raw material prices could continue. The company will concentrate more on localization of components to avoid increasing material cost by depreciation in the Rupee. Simultaneously, cost leadership measures to reduce operating costs through leveraging synergies and improved efficiency measures like supply chain management, connectivity with all our suppliers and distributors and productivity improvement throughout manufacturing lines in the company are an ongoing initiatives.

CONTINGENT LIABILITIES [AS ON 31.03.2012]

a) In respect of guarantees given by Banks and Letter of Credit opened by Banks Rs. 28.198 Millions (PY: 16.185 Millions).

b) Income Tax department issued notices under section 148 for re-opening the assessment for the A.Y 1996-97, the Company filed writ petitions before Hon'ble High Court at Bombay. The Hon'ble High Court at Bombay admitted the writ petition and granted ad interim stay against the proceedings.

c) Income tax assessment of the Company has been completed under the assessment year 2007-08. The Income Tax Department has raised demand for that year of Rs. 4.951 Millions. The Company has preferred an appeal with the Appellate Tribunal and hearing for the same is pending.

d) The Company claimed the sales tax deferral loan for earlier years under the Package Scheme of Incentives 1993, Government of Maharashtra. However the Sales Tax Department had different opinion on the method of calculation of the deferrable amount, adopted by the Company. The total amount in dispute is Rs. 24.943 Millions till date. The Company has filed a writ petitions and also obtained an interim stay orders from Hon'ble High Court of Aurangabad for the year 1995-96 and 1997-98.

e) The Sales Tax Department of Maharashtra has issued a notice for assessment for the year 1996-97 to 2000-01. The Company has made an application to the Sales Tax Authority for keeping the said assessment in abeyance in view of pending proceeding in High Court. The said applications have been accepted by the Sales Tax Department and the assessments have been kept in abeyance.

f) Sales Tax assessment for the year 2005-06 and 2008-09 are under progress in view of notices received from Maharashtra Sales Tax department. For Greater Noida plant, sales tax assessments up to the year 2008-09 are completed.

g) The Joint commissioner of Sales Tax has passed order for the year ending March 31, 2003 and determined the sales tax payable at Rs.2.327 Millions. The Company has filed an appeal against the said order with Sales Tax Tribunal and the entire amount is disputed and part payment of Rs.1.140 Millions is made.

h) The Joint Commissioner Sales Tax at Aurangabad has passed assessment order for the year ending March 31, 2004 and determined sales tax payable at Rs. 0.227 Million. The Company has filed an appeal before the Appellate Tribunal of sales tax and disputed the entire said tax liability. This matter is referred back for reworking to the assessing authority.

i) The Greater Noida Plant has an arrangement with The Pradeshiya Industrial and Investment Corporation of UP Limited ('PICUP') under the Deferment Benefit Scheme for the deferment of sales tax liability under the provisions of Section 4-A of the Uttar Pradesh Trade Tax Act. The Company has deposited through PICUP Rs. Nil (Previous year Rs. 5.813 Millions) on account of sales tax collected from customers during the period from 1st April, 2009 to 31st December, 2009 as per the benefits available under the Scheme. The amount collected till 31st December, 2009 and paid through PICUP to the Sales Tax Department is shown as ' Secured Loan' and the amount of Rs. Nil Millions (previous year Rs.1.283 Millions) collected after January 1, 2009 is shown under borrowings.

j) The Company has revised the Sales Tax Return both for Aurangabad and Noida plant with effect from April 1, 1999 till the date of amalgamation, in view of the amalgamation of Exedy Ceekay Limited. Hence all the sales made between two plants have now been shown as stock transfer under the revised return instead of Central Sales' as shown earlier.

k) The Provident Fund Authorities have raised a demand of Rs.1.233 Millions in respect of earlier years. The matter is pending before Appellate Tribunal and the Company has deposited Rs. 0.617 Million as per requirements.

l) The Greater Noida Plant acquired land on leasehold basis from Greater Noida Industrial Development Authority GNIDA) on 90 years lease commencing form the date of execution of the lease deed. GNIDA has the right of possession of property on default of payment of two consecutive installments as per clause II (c) of the agreement.

FIXED ASSETS

· Land

Buildings

Factory building

Plant and equipment

Factory equipments

Other plant and equipment

Furniture and fixtures

Vehicles

Motor vehicles

Office equipment

Computer equipments

Other 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 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. 63.14
UK Pound	1	Rs. 100.48
Euro	1	Rs. 84.37

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	5
OPERATING SCALE	1~10	5
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	4
--PROFITABILIRY	1~10	4
--LIQUIDITY	1~10	4
--LEVERAGE	1~10	4
--RESERVES	1~10	5
--CREDIT LINES	1~10	4
--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
DEFAULTERS
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		41

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.