MIRA INFORM REPORT

Report Date :

08.04.2014

IDENTIFICATION DETAILS

Name :	Carl Zeiss India (Bangalore) Private Limited
Registered Office :	Plot No.3, Jigani Link Road, Bommasandra Industrial Area, Bangalore – 560099, Karnataka
Country :	India
Financials (as on) :	31.03.2012
Date of Incorporation :	26.03.2009
Com. Reg. No.:	08-049465
Capital Investment / Paid-up Capital :	Rs.36.839 Millions
CIN No.: [Company Identification No.]	U33125KA2009PTC049465
TAN No.: [Tax Deduction & Collection Account No.]	BLRC09103D
PAN No.: [Permanent Account No.]	AADCC6152H
Legal Form :	Private Limited Liability Company
Line of Business :	The Company is engaged in the business of dealing, trading, importing, buying, selling of spectacle lenses, surgical, medical, microscopy, industrial metrology, electronic Microscopic systems, accessories, spares and after sales service.
No. of Employees :	Information denied by management

RATING & COMMENTS

MIRA’s Rating :

Ba (47)

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

Maximum Credit Limit :	USD 3930000
Status :	Satisfactory
Payment Behaviour :	Usually Correct
Litigation :	Clear
Comments :	Subject is established company having satisfactory track record. Management of the company has failed to file the latest financial (i.e. 2013) with the government department. As per the available financials of 2012, the profitability seems good. General financial position of the company is decent. Trade relations are reported as fair. Business is active. Payments are reported to be usually correct and as per commitment. The company can be considered normal for business dealing at usual trade terms and conditions.

NOTES:

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

ECGC Country Risk Classification List – December 1, 2013

Country Name	Previous Rating (30.09.2013)	Current Rating (01.12.2013)
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

India’s current account deficit for the fiscal third quarter ended September 2013 narrowed to $4.2 billion or 0.9 % of the gross domestic product from $31.9 billion or 6.5 % of GDP a year earlier, thanks to a pick-up in exports and moderation in gold imports. Manufacturing activity and new orders in India showed their strongest growth in a year in February. The news comes as a relief after data showed Asia’s third largest economy grew by a slower-than-expected 4.7 % annually in the three months through December. The HSBC Manufacturing Purchasing Managers’ Index which gauges the business activity of India’s factories but not its’ utilities, rose to 52.5 in February, its highest in a year from 51.4 in January. Overall new orders for factory goods which rose to a one-year high of 54.9 contributed to the surge. China has emerged as India’s biggest trading partner in the current financial year replacing the United Arab Emirates and pushing it to the third spot. India-China trade has reached $49.5 billion with a 8.7 % share in India’s total trade. The US comes second at $46 billion with 8.1 % share during the first nine months of the current financial year.

The Reserve Bank of India has granted an additional nine months to the public to exchange currency notes printed before 2005 including Rs 500 and Rs 1,000 denominations, pushing the deadline to January 1, 2015. A day before dates for the Lok Sabha polls were announced, the government decided to hike interest rates on fixed deposit schemes offered by post offices up to 0.2 per cent. The new rates will be effective April, 1. The Supreme Court will resume hearing on March, 11 Nokia’s appeal against a ruling over transferring ownership of its local mobile phones plant which is the subject of a tax dispute to Microsoft Corp.

In the last days of the current Government, another scam has surfaced. The defence ministry has ordered a probe into Hindustan Aeronautics Limited’s contracts from Britain’s Rolls-Royce Holdings worth at least $ 1.2 billion. The Central Bureau of Investigation will look into allegations that over $80 million was paid in kickbacks in a deal signed in 2011. India has asked Boeing Co. to find a solution for problems with state-owned Air India’s 787 Dreamliners. The aircraft has experienced a series of malfunctions since its debut in 2011.

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 DENIED

Management Non-Cooperative (Tel No.: 91-80-43438000)

LOCATIONS

Registered Office :	Plot No.3, Jigani Link Road, Bommasandra Industrial Area, Bangalore – 560099, Karnataka, India
Tel. No.:	91-80-43438000 / 434381096
Fax No.:	91-80-27833010 / 27833025
E-Mail :	ramesh@zeiss.co.in info@zeiss.co.in
Website :	www.zeiss.co.in

DIRECTORS

As on 28.11.2012

Name :

Mr. Srinivasan A Vaidyanathan

Designation :

Managing Director

Address :

118 D Larong Kismis, Singapore - 598108

Date of Birth/Age :

17.01.1964

Date of Appointment :

01.10.2011

DIN No.:

02074814

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	U33200MH1997PTC109046	CARL ZEISS OPTICAL INDIA PRIVATE LIMITED	Director	23/07/1997	23/07/1997	11/02/2010	Strike off	NO
2	U33110GJ2005PTC047106	MATRIX MEDITEC PRIVATE LIMITED	Director	19/12/2005	19/12/2005	13/01/2009	Active	NO
3	U33201GA1999PTC002737	GKB OPTOLAB PRIVATE LIMITED	Nominee director	15/01/2008	15/01/2008	30/09/2008	Active	NO
4	U33201GA1986PTC000662	GKB HI-TECH LENSES PRIVATE LIMITED	Nominee director	15/01/2008	15/01/2008	30/09/2008	Active	NO
5	U33125KA2009PTC049465	Carl Zeiss India (Bangalore) Private Limited	Managing director	01/10/2011	01/10/2011	-	Active	NO

Name :

Mr. Ramesh Babu Anukkavoor Nagaswamy

Address :

Aishwarya 1123/1, 7^th Cross, 3^rd Main Girinagar 2^nd Phase, Bangalore – 560085, Karnataka, India

Date of Birth/Age :

01.02.1961

Qualification :

B.Com, FCS, Graduate CWA

Date of Appointment :

01.04.2009

DIN No.:

01572887

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	U33125KA2009PTC049465	Carl Zeiss India (Bangalore) Private Limited	Whole-time director	01/04/2009	26/03/2009	-	Active	NO
2	U33200MH1997PTC109046	CARL ZEISS OPTICAL INDIA PRIVATE LIMITED	Additional director	05/08/2010	05/08/2010	-	Strike off	NO

Name :

Mr. Wilson Thomas

Designation :

Whole Time Director

Address :

L-10, Purva Pavilion Apartment 170 Kempapura Hebbal, Bangalore - 560024, Karnataka, India

Date of Birth/Age :

13.11.1965

Qualification :

B.E.

Date of Appointment :

01.04.2009

DIN No.:

02489878

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	U33125KA2009PTC049465	Carl Zeiss India (Bangalore) Private Limited	Whole-time director	01/04/2009	26/03/2009	-	Active	NO
2	U33200MH1997PTC109046	CARL ZEISS OPTICAL INDIA PRIVATE LIMITED	Additional director	05/08/2010	05/08/2010	-	Strike off	NO

Name :

Mr. Venkatachelam Raman

Designation :

Director

Address :

37 Lorong N Telok Kurau Road, Singapore – 425161

Date of Birth/Age :

14.07.1964

Date of Appointment :

20.09.2010

DIN No.:

02706961

Name :

Mr. Michael Frank Kaschke

Designation :

Director

Address :

Wiesenweg 20, Oberkochen, Germany - 73447

Date of Birth/Age :

18.06.1957

Date of Appointment :

29.12.2010

DIN No.:

02729011

Name :

Mr. Ulrich Hermann Krauss

Designation :

Director

Address :

Weimar Ot Taubach Am Weinberg Germany

Date of Birth/Age :

17.01.1964

Date of Appointment :

29.09.2010

DIN No.:

02763140

MAJOR SHAREHOLDERS

As on 28.11.2012

Names of Shareholders	No. of Shares
Anukkavoor Nagaswamy Ramesh Babu	1
Carl Zeiss Ag, Germany	3683941
Total	3683942

Equity Share Break up (Percentage of Total Equity)

As on 28.11.2012

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	100.00
Total	100.00

BUSINESS DETAILS

Line of Business :

The Company is engaged in the business of dealing, trading, importing, buying, selling of spectacle lenses, surgical, medical, microscopy, industrial metrology, electronic Microscopic systems, accessories, spares and after sales service.

GENERAL INFORMATION

No. of Employees :	Information denied by management
Bankers :	Not Divulged

Banking Relations :	--
Auditors :
Name :	BSR and Company Chartered Accountant
Address :	Maruthi Info-Tech Center, 11-12/1, Inner Ring Road, Koramangala, Bangalore – 560071, Karnataka, India
Tel. No.:	91-80-39806000
Fax No.:	91-80-39806999
PAN No.:	AAAFB9852F
Holding Company :	Carl Zeiss A.G. Germany
Ultimate Holding Company :	Carl Zeiss Stiftung, Germany

CAPITAL STRUCTURE

After 28.11.2012

Authorised Capital : Rs.100.000 Millions

Issued, Subscribed & Paid-up Capital : Rs.45.510 Millions

As on 31.03.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
10000000	Equity Shares	Rs.10/- each	Rs.100.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
3683942	Equity Shares	Rs.10/- each	Rs.36.839 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	36.839	20.000
(b) Reserves & Surplus	945.454	421.775
(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)	982.293	441.775
(3) Non-Current Liabilities
(a) long-term borrowings	0.000	0.000
(b) Deferred tax liabilities (Net)	0.000	0.000
(c) Other long term liabilities	0.000	0.000
(d) long-term provisions	35.216	2.968
Total Non-current Liabilities (3)	35.216	2.968
(4) Current Liabilities
(a) Short term borrowings	173.654	0.000
(b) Trade payables	368.928	61.359
(c) Other current liabilities	151.975	166.702
(d) Short-term provisions	67.683	70.582
Total Current Liabilities (4)	762.240	298.643
TOTAL	1,779.749	743.386
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	182.074	57.332
(ii) Intangible Assets	2.352	0.000
(iii) Capital work-in-progress	87.462	0.581
(iv) Intangible assets under development	0.000	0.000
(b) Non-current Investments	0.000	0.000
(c) Deferred tax assets (net)	26.643	48.275
(d) Long-term Loan and Advances	124.895	84.201
(e) Other Non-current assets	0.000	0.000
Total Non-Current Assets	423.426	190.389
(2) Current assets
(a) Current investments	0.000	0.000
(b) Inventories	454.981	130.696
(c) Trade receivables	482.602	353.574
(d) Cash and cash equivalents	277.945	35.533
(e) Short-term loans and advances	140.795	33.194
(f) Other current assets	0.000	0.000
Total Current Assets	1,356.323	552.997
TOTAL	1,779.749	743.386

SOURCES OF FUNDS		31.03.2010
SHAREHOLDERS FUNDS
1] Share Capital		20.000
2] Share Application Money		0.000
3] Reserves & Surplus		192.629
4] (Accumulated Losses)		0.000
NETWORTH		212.629
LOAN FUNDS
1] Secured Loans		0.000
2] Unsecured Loans		0.000
TOTAL BORROWING		0.000
DEFERRED TAX LIABILITIES		0.000
TOTAL		212.629
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		52.232
Capital work-in-progress		6.816
INVESTMENT		0.000
DEFERRED TAX ASSETS		38.234
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	98.321
	Sundry Debtors	309.913
	Cash & Bank Balances	120.711
	Other Current Assets	0.000
	Loans & Advances	91.312
Total Current Assets		620.257
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	290.980
	Other Current Liabilities	132.066
	Provisions	81.864
Total Current Liabilities		504.910
Net Current Assets		115.347
MISCELLANEOUS EXPENSES		0.000
TOTAL		212.629

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2012	31.03.2011	31.03.2010
	GROSS TURNOVER		1658.049	NA	1158.055
Less	EXPENSES		NA	NA	NA
	PROFIT/(LOSS) BEFORE TAX		378.461	NA	306.582
Less	TAX		132.632	NA	113.954
	PROFIT/(LOSS) AFTER TAX		245.830	229.146	192.628
	EARNINGS IN FOREIGN CURRENCY
		Commission Earnings	1001.435	NA	664.898
	TOTAL EARNINGS
	IMPORTS
		Stores & Spares	NA	NA	0.940
		Capital Goods	NA	NA	2.868
	TOTAL IMPORTS		NA	NA	3.808
	Earnings Per Share (Rs.)		66.70	NA	NA

KEY RATIOS

PARTICULARS		31.03.2012	31.03.2011	31.03.2010
Return on Total Assets (PBT/Total Assets}	(%)	22.72	NA	45.59
Return on Investment (ROI) (PBT/Networth)		0.39	NA	1.44
Debt Equity Ratio (Total Debt /Networth)		0.18	0.00	0.00
Current Ratio (Current Asset/Current Liability)		1.78	1.85	1.23

FINANCIAL ANALYSIS

[all figures are in Rupees Millions]

DEBT EQUITY RATIO

Particular	31.03.2010	31.03.2011	31.03.2012
	Rs. In Millions	Rs. In Millions	Rs. In Millions
Share Capital	20.000	20.000	36.839
Reserves & Surplus	192.629	421.775	945.454
Net worth	0.000	0.000	0.000
	212.629	441.775	982.293
long-term borrowings
Short term borrowings	0.000	0.000	0.000
Total borrowings	0.000	0.000	173.654
Debt/Equity ratio	0.000	0.000	173.654

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 two 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	No
24]	Banking facility details	No
25]	Conduct of the banking account	----------
26]	Buyer visit details	----------
27]	Financials, if provided	Yes
28]	Incorporation details, if applicable	Yes
29]	Last accounts filed at ROC	No
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	31.03.2012 Rs. In Millions	31.03.2011 Rs. In Millions
Short Term Borrowings
Loans repayable on demand	173.654	0.000
Total	173.654	0.000

OVERALL PERFORMANCE

The Company has recorded a Gross Turnover of Rs.1658.049 Millions during the financial year ended 31st March 2012 and a Net Profit of Rs. 245.829 Millions for the said financial year.

BUSINESS

The Company is engaged in the business of dealing, trading, importing, buying, selling of spectacle lenses, surgical, medical, microscopy, industrial metrology, electronic Microscopic systems, accessories, spares and after sales service of mainly Carl Zeiss and other products.

During the year, in its new campus at Bommasandra, Bangalore, the Company has started manufacturing of spectacle lenses and assembly of Industrial Measuring Technology instruments.

NO CHARGES EXIST FOR THE COMPANY

FIXED ASSETS:

· Land

· Building

· Plant and Machinery

· Computer

· Vehicles

· Furniture and Fixture

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.59.95
UK Pound	1	Rs.99.36
Euro	1	Rs.82.15

INFORMATION DETAILS

Information Gathered by :	NYA
Analysis Done by :	DIV
Report Prepared by :	VNT

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	5
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	5
--PROFITABILIRY	1~10	6
--LIQUIDITY	1~10	5
--LEVERAGE	1~10	5
--RESERVES	1~10	6
--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	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		47

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.