MIRA INFORM REPORT

Report Date :

06.08.2014

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) :	31.03.2013
Date of Incorporation :	26.03.2009
Com. Reg. No.:	08-049465
Capital Investment / Paid-up Capital :	Rs. 45.510 Million
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 manufacturing and assembly of eye glass lenses and industrial metrology equipments and 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.
No. of Employees :	Information denied by management

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 3000000
Status :	Moderate
Payment Behaviour :	Slow but Correct
Litigation :	Clear
Comments :	Subject is a subsidiary of “CARL ZEISS A.G”. GERMANY. It is an established company having moderate track record. The rating is constrained on account of company’s moderate financial risk profile and loss that company has incurred from its operational activities during financial year 2013. However, trade relations are fair. Business is active. Payment terms are slow but correct. The company can be considered for business dealing 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 – June 1, 2014

Country Name	Previous Rating (31.03.2014)	Current Rating (01.06.2014)
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

N E W S

As per the latest IMF study, the total weigh of emerging markets in the GDP of the world on a purchasing power parity basis has seen a sizeable shift. It highlights how as against 51 % in 2005, the emerging economies now account for close to 56 % of the global purchasing power GDP as per the latest survey. And with the emerging economies growing at a faster rate than their developed counterparts, there are every possibility that the their share goes up further in the coming years.  China may surpass the US over the next few years.

Politics and economics are very intricately connected. They tend to influence each other in ways that could be very complex and far-reaching. The prospects of the India’s economy have been seriously compromised due to political corruption. High inflation, poor standard of living are to a great extent a result of rampant corruption in the country. China on the other hand, seems to be facing diametrically opposite challenge. American hedge fund manager Jim Chanos has been keenly following the political and economic development in the dragon economy and has figured out something that is quite worrying. He is of the view that the Chinese economy could be heading toward trouble on account of new Chinese President Xi Jingping’s very aggressive anti-corruption drive. Chanos believes tat many things such as apartment sales, luxury products, etc. were largely bought with dirty money. And it is now beginning to impact consumption. This may indeed be bad news for an economy that is struggling to transition from an investment-driven export-oriented economy to a domestic consumption-driven economy.

A study published by Firstpost has revealed that asset classes like real estate and equities were the biggest beneficiaries of the liberalization policies.  A firm called Ciane Analytics studied returns from assets including equities, gold, fixed deposits, G-Secs and real estate since 1991. Real estate outperformed every other asset classes during the 23-year period with an annualized return of 20 % ! Equities came in second with annualized return of 15.5 % ! However, while these returns may seem mouthwatering, the fact is that the return from equities adjusted for inflation came down to just 7.1 %.

Some brief news are as under

. R-Power to buy Jaypee’s hydro assets

. Investors await justice in NSEL case

. India seeks MFN status from Pakistan ahead of meeting

. Ukrain’s clashes with rebels hinder MH17 crash investigation

. India exploring merger of state-owned hydro PSUs

..Higher costs weigh down profit growth to slowest in 9 quarters

..Wal-Mart to expand wholesale business in India

. GMR group moves to strengthen balance sheet

. Central Bank to sell 4 % stake to Life Insurance Corporation

. Tata Chemicals plans to raise up to Rs 10000 mn.

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 31-03-2014.

INFORMATION DENIED

Management non corporative (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 30.11.2013

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	Director	30/04/2014	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

KEY EXECUTIVES

Name :	Mr. G.V. Srinivasa Murthy
Designation :	Company Secretary

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 30.11.2013

Names of Shareholders	No. of Shares
Anukkavoor Nagaswamy Ramesh Babu	1
Carl Zeiss Ag, Germany	4551022
Total	4551023

As on 30.11.2013

Equity Share Break up (Percentage of Total Equity)

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 manufacturing and assembly of eye glass lenses and industrial metrology equipments and 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.

GENERAL INFORMATION

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

Banking Relations :	---
Auditors :
Name :	M/s. S.R. Batliboi and Company Chartered Accountant
Address :	Bangalore
Holding Company :	Carl Zeiss A.G. Germany
Ultimate Holding Company :	Carl Zeiss Stifung Germany

CAPITAL STRUCTURE

As on 30.11.2013

Authorised Capital :

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

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
4551022	Equity Shares	Rs.10/- each	Rs. 45.510 Million

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	45.510	36.839	20.000
(b) Reserves & Surplus	726.579	945.454	421.775
(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)	772.089	982.293	441.775
(3) Non-Current Liabilities
(a) long-term borrowings	0.000	0.000	0.000
(b) Deferred tax liabilities (Net)	0.000	0.000	0.000
(c) Other long term liabilities	0.000	0.000	0.000
(d) long-term provisions	30.058	35.216	2.968
Total Non-current Liabilities (3)	30.058	35.216	2.968
(4) Current Liabilities
(a) Short term borrowings	404.368	173.654	0.000
(b) Trade payables	361.698	376.337	61.359
(c) Other current liabilities	330.280	144.566	166.702
(d) Short-term provisions	119.157	67.683	70.582
Total Current Liabilities (4)	1215.503	762.240	298.643
TOTAL	2017.650	1779.749	743.386
II. ASSETS
(1) Non-current assets
(a) Fixed Assets	0.000	0.000	0.000
(i) Tangible assets	403.643	182.074	57.333
(ii) Intangible Assets	2.127	2.352	0.000
(iii) Capital work-in-progress	55.219	87.462	0.581
(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	26.643	48.274
(d) Long-term Loan and Advances	183.250	124.433	84.201
(e) Other Non-current assets
Total Non-Current Assets	644.239	422.964	190.389
(2) Current assets
(a) Current investments	0.000	0.000	0.000
(b) Inventories	630.371	454.981	130.695
(c) Trade receivables	678.926	482.602	353.574
(d) Cash and cash equivalents	21.639	277.945	35.534
(e) Short-term loans and advances	42.475	141.257	33.194
(f) Other current assets	0.000	0.000	0.000
Total Current Assets	1373.411	1356.785	552.997
TOTAL	2017.650	1779.749	743.386

PROFIT & LOSS ACCOUNT

PARTICULARS		31.03.2013	31.03.2012	31.03.2011
GROSS TURNOVER		2373.574	1658.049	NA
EXPENSES		NA	NA	NA
PROFIT/(LOSS) BEFORE TAX		(93.250)	378.460	0.000
Exceptional Item		194.961	NA	NA
TAX		61.593	132.631	NA
PROFIT/(LOSS) AFTER TAX		(349.804)	245.829	229.146
PREVIOUS YEARS’ BALANCE BROUGHT FORWARD (K)		NA	245.829	NA
EARNINGS IN FOREIGN CURRENCY
	Exports at FOB value	0.016	NA	NA
	Commission Income	0.107	1001.435	NA
	Sale of Services	0.010	NA	NA
	Reimbursement of Expenses	0.003	NA	NA
TOTAL EARNINGS		0.136	NA	NA
IMPORTS
	Travelling and Conveyance	0.003	NA	NA
	Software Expenses	0.003	NA	NA
	Royalty Expenses	0.003	NA	NA
	Others	0.001	NA	NA
	Raw materials and Traded Goods	0.075	NA	NA
	Capital Goods	0.015	NA	NA
TOTAL IMPORTS		0.100	NA	NA
Earnings Per Share (Rs.)		(76.86)	66.70	NA

KEY RATIOS

PARTICULARS		31.03.2013	31.03.2012	31.03.2011
PAT / Total Income	(%)	(14.74)	14.83	NA
Net Profit Margin (PBT/Sales)	(%)	(3.93)	22.83	NA
Return on Total Assets (PBT/Total Assets}	(%)	(4.75)	22.72	NA
Return on Investment (ROI) (PBT/Networth)		(0.12)	0.39	NA
Debt Equity Ratio (Total Debt /Networth)		0.52	0.18	NA
Current Ratio (Current Asset/Current Liability)		1.13	1.78	1.85

FINANCIAL ANALYSIS

[all figures are in Rupees Millions]

DEBT EQUITY RATIO

Particular	31.03.2011	31.03.2012	31.03.2013
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Share Capital	20.000	36.839	45.510
Reserves & Surplus	421.775	945.454	726.579
Net worth	441.775	982.293	772.089
long-term borrowings	0.000	0.000	0.000
Short term borrowings	0.000	173.654	404.368
Total borrowings	0.000	173.654	404.368
Debt/Equity ratio	0.000	0.177	0.524

YEAR-ON-YEAR GROWTH

Year on Year Growth	31.03.2012	31.03.2013
	(Rs. In Millions)	(Rs. In Millions)
Sales (Gross)	1658.049	2373.574
	0.000	43.155

NET PROFIT MARGIN

Net Profit Margin	31.03.2012	31.03.2013
	(Rs. In Millions)	(Rs. In Millions)
Sales (Gross)	1658.049	2373.574
Profit	245.829	(349.804)
	14.83%	(14.74)%

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	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	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)

Particulars	As on 31.03.2013	As on 31.03.2012
SHORT TERM BORROWING
Loans Repayable on demand	404.368	173.654
Total	404.368	173.654

OVERALL PERFORMANCE

The Company has recorded a Gross Turnover of Rs.2373.574 Million during the financial year ended 31st March 2013 and a Net Loss of Rs. 349.805 Million for the said financial year.

BUSINESS

The company is engaged in the business of manufacturing and assembly of eye glass lenses and industrial metrology equipments and dealing, trading, importing, buying, and 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.

INDEX OF CHARGES: 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.60.86
UK Pound	1	Rs.102.67
Euro	1	Rs.81.69

INFORMATION DETAILS

Information Gathered by :	HET
Analysis Done by :	KAR
Report Prepared by :	ARI

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	4
PAID-UP CAPITAL	1~10	4
OPERATING SCALE	1~10	4
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	4
--PROFITABILIRY	1~10	-
--LIQUIDITY	1~10	4
--LEVERAGE	1~10	4
--RESERVES	1~10	4
--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
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.