MIRA INFORM REPORT

Report Date :

10.02.2014

IDENTIFICATION DETAILS

Name :	SOMIC ZF COMPONENTS LIMITED (w.e.f 06.08.2012)
Formerly Known As :	SONA SOMIC LEMFORDER COMPONENTS LIMITED
Registered Office :	B-59, LGF, Sarvodaya Enclave, New Delhi - 110017
Country :	India
Financials (as on) :	31.03.2013
Date of Incorporation :	20.08.1993
Com. Reg. No.:	55-054930
Capital Investment / Paid-up Capital :	Rs.179.879 Millions
CIN No.: [Company Identification No.]	U74899DL1993PLC054930
Legal Form :	A Closely Held Public Limited Liability Company
Line of Business :	Subject is engaged in the manufacture of Ball Joints.
No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

Ba (48)

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

Maximum Credit Limit :	USD 2800000
Status :	Satisfactory
Payment Behaviour :	Usually correct
Litigation :	Clear
Comments :	Subject is an established company having is satisfactory track record. 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 dealings 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

The services sector, the largest contributor to India’s GDP, contracted for the sixth consecutive month in December, as orders dipped. However, hiring has risen.  Direct tax collections rose 12.3 % during the April – December period of the current financial year.  The government has decided to retain 100 per cent foreign direct investment in both greenfield (new) and brown field (existing) pharmaceutical companies, despite concerns over genetic drugs going out of production, if multi-national companies take over domestic ones. In M&A deals, a non compete clause would not be allowed, except in special circumstances. The Department of Industrial Policy and Promotion plans to release the next edition of its consolidated foreign direct investment policy document on March 31, incorporating changes made in the past year. DIPP compiles all policies related to India’s FDI regime into a single document to make it easy for investors to understand. 185 million estimated number of mobile internet users in India by June 2014, according to a report by the Internet & Mobile Association of India and IMRB International.  India had 110 million mobile internet users with 25 million in rural areas. $3.77 tn estimated global IT spending in 2014, according to research firm Gartner Inc. The growth forecast for this year is cut to 3.1 %from the earlier estimate of 3.5 %. The spending growth forecast for telecom services – a segment that accounts for more than 40 % at total IT spending – from 1.9 per cent to 1.2 per cent is the main reason for this overall IT cut. A Reserve Bank of India committee has recommended setting up a special category of lenders who would cater to small businesses and households, to expand the number of customers with access to banking services. These banks would focus onproviding payment services and deposit products.  Indian banks want the free use of automated teller machines to be capped at five transactions in a month including that of the bank in which the account is active. This follows state government order to banks to install security guards at ATM booths after a woman banker was assaulted in Bangalore. The government is likely to present a vote on Account in mid-February. The annual Economic Survey will be tabled later in Parliament along with the full Budget. A full Budget for 2014/15 is likely to be present in July by the new government formed after the General Election. The government will soon launch an internet spy system, called Netra, to detect malafide messages. Security agency will deploy the system to capture dubious voice traffic on applications such as Skype and Google Talk, as well as tweeters.

EXTERNAL AGENCY RATING

Rating Agency Name	ICRA
Rating	Long term = BBB
Rating Explanation	Moderate degree of safety it carry moderate risk.
Date	31.01.2014

Rating Agency Name	ICRA
Rating	Short term = A2
Rating Explanation	Strong degree of safety it carry very low credit risk.
Date	31.01.2014

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 :	B-59, LGF, Sarvodaya Enclave, New Delhi – 110017, India
Tel. No.:	Not Available
Fax No.:	Not Available
E-Mail :	praveen.sharma.somic@zf.com
Factory :	Sona Enclave, Village Begumpur, Khatola, Post Box No 38, Gurgaon - 122001, Haryana, India
Manufacturing plants:	Located at · Sriperumbudur, Tamil Nadu, India · Rudrapur, Uttarkhand, India

DIRECTORS

As on 25.09.2013

Name :

Mr. Thandassery Hariharan Gopalakrishnan

Designation :

Managing director

Address :

Flat No. 904, Tower No.1, Orchid Petals, Sector – 49, Sohan Raod, Gurgaon – 122002, Haryana, India

Date of Birth/Age :

28.05.1966

Qualification:

B.Tech

Date of Appointment :

25.09.2012

DIN No.:

05285668

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	U74899DL1993PLC054930	SOMIC ZF COMPONENTS LIMITED	Managing director	25/09/2012	25/04/2012	-	Active	NO
2	U65993DL2001PTC110205	ZF COMPONENTS INVESTMENT PRIVATE LIMITED	Director	23/08/2013	14/03/2013	-	Active	NO

Name :

Mr. Jieming Zhu

Designation :

Nominee director

Address :

38 Xiang Hua Oiao Road, Apartment 4-12-01, Shanghai – 200052, China

Date of Birth/Age :

19.06.1961

Qualification:

Graduate

Date of Appointment :

15.03.2005

DIN No.:

01059052

Name :

Mr. Urs Timo Rienhoff

Designation :

Additional director

Address :

Spinnereiweg 14A 49082 Osnabrueck

Date of Birth/Age :

13.06.1970

Date of Appointment :

01.01.2014

DIN No.:

06752985

Name :

Mr. Masahiro Yamada

Designation :

Whole-time director

Address :

2068 – 50 Ohara Lwata Shi, Shizuoka – Ken 4371211, Japan

Qualification:

Graduate

Date of Birth/Age :

15.04.1956

Date of Appointment :

01.04.2013

DIN No.:

06376206

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	U74899DL1993PLC054930	SOMIC ZF COMPONENTS LIMITED	Whole-time director	01/04/2013	30/08/2012	-	Active	NO

Name :

Mr. Keizo Matsumoto

Designation :

Additional director

Address :

6588-3 Ohkubo-cho, Nishi-ku, Hamamatsu-shi Shizuoka ken 4328006

Date of Birth/Age :

21.02.1961

Date of Appointment :

01.01.2014

DIN No.:

06772525

Name :

Mr. Akihiro Ishikawa

Designation :

Additional director

Address :

334-2 Sunayama-cho, Naka-ku, Hamamatsu-shi Shizuoka ken 4308327

Date of Birth/Age :

26.05.1965

Date of Appointment :

01.01.2014

DIN No.:

06772534

KEY EXECUTIVES

Name :	Mr. Praveen Sharma
Designation :	Secretary
Address :	20-B/60-B, Tilak Nagar, New Delhi – 110018, India
Date of Birth/Age :	10.09.1972
Date of Appointment :	30.07.2013
PAN No.:	ABLPS6278G

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 25.09.2013

Names of Shareholders	No. of Shares
Piyush Munot	2
Pranit Doijad	1
Nitin Sharma	2
Kapil Kumar Saxena	2
ZF Components Investment Private Limited, India	4293029
Somic Engineering Inc. Japan	4287215
ZF India Private Limited, India	4700939
Somic Ishikawa Inc, japan	4706752
Total	17987942

Equity Share Break up (Percentage of Total Equity)

As on 25.09.2013

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	50.00
Bodies corporate	50.00
Total	100.00

BUSINESS DETAILS

Line of Business :

Subject is engaged in the manufacture of Ball Joints.

Products :

Item Code No.	Product Description
84836090	Ball Joints

GENERAL INFORMATION

No. of Employees :

Not Available

Bankers :

· Kotak Mahindra Bank Limited, 15-16, Ugf, Ambadeep Building, 14, K. G. Marg, New Delhi - 110001, Delhi, India

· State Bank of Hyderabad, Narsinghpur Branch, Carrier Aircon Complex, Khedki Daula, Gurgaon - 122001, Haryana, India

Facilities :

Secured Loan	31.03.2013 (Rs. in Millions)	31.03.2012 (Rs. in Millions)
Long-term Borrowings
Rupee term loans from banks	3.540	11.246
Short-term borrowings
Working capital loans from banks	24.098	117.100
Total	27.638	128.346

Banking Relations :	--
Auditors :
Name :	S R B C And Company Chartered Accountants
Address :	Golf View Corporate Tower-B, Sector -42, Sector Road, Gurgaon – 122002, Haryana, India
PAN N Income-tax PAN of auditor or auditor's firm :	ABSFS4151K
Associates:	· Sona Investment Private Limited, India · Somic Engineering Inc. Japan · Somic Ishikawa Inc., Japan · ZF India Private Limited
Enterprises owned or significantly influenced by key managerial personnel or their relatives:	· Sona Koyo Steering systems Limited · Sona Okegawa Precision Forging Limited. · Sona Mobility Limited · Sona Management Services Limited · Sona Fujikiko Automotive Limited · Mandira Marketing Limited
Fellow subsidiaries:	· ZF Friedrichshafen T.V.A. Spain. · ZF Friedrichshafen Mecacentre S.A.S. · ZF Friedrichshafen Sistemas Mexico · ZF China Investment Company Limited. · ZF Friedrichshafen Shanghai Chassistech Company Limited. · ZF Levice S.R.O. Divizia

CAPITAL STRUCTURE

As on 31.03.2013

Authorised Capital :

No. of Shares	Type	Value	Amount
22000000	Equity Shares	Rs.10/- each	Rs. 220.000 Millions
1000000	Preference Shares	Rs.100/- each	Rs. 100.000 Millions
	Total		Rs. 320.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
17987942	Equity Shares	Rs.10/- each	Rs. 179.879 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	179.879	155.489	155.489
(b) Reserves & Surplus	527.880	422.226	452.695
(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)	707.759	577.715	608.184
(3) Non-Current Liabilities
(a) long-term borrowings	147.940	230.343	118.868
(b) Deferred tax liabilities (Net)	0.000	0.000	40.362
(c) Other long term liabilities	57.337	43.220	1.002
(d) long-term provisions	13.552	8.372	11.107
Total Non-current Liabilities (3)	218.829	281.935	171.339
(4) Current Liabilities
(a) Short term borrowings	190.717	192.735	132.335
(b) Trade payables	406.443	437.434	280.210
(c) Other current liabilities	131.222	212.110	77.008
(d) Short-term provisions	1.123	1.212	16.092
Total Current Liabilities (4)	729.505	843.491	505.645
TOTAL	1656.093	1703.141	1285.168
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	850.313	813.122	673.024
(ii) Intangible Assets	30.564	23.046	15.050
(iii) Capital work-in-progress	25.253	22.107	0.270
(iv) Intangible assets under development	0.000	0.000	11.049
(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	51.606	30.657	16.613
(e) Other Non-current assets	6.232	9.558	2.862
Total Non-Current Assets	963.968	898.490	718.868
(2) Current assets
(a) Current investments	0.000	0.000	0.000
(b) Inventories	205.163	213.977	208.839
(c) Trade receivables	383.686	392.319	264.812
(d) Cash and cash equivalents	26.094	97.678	16.081
(e) Short-term loans and advances	57.472	66.923	74.865
(f) Other current assets	19.710	33.754	1.703
Total Current Assets	692.125	804.651	566.300
TOTAL	1656.093	1703.141	1285.168

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2013	31.03.2012	31.03.2011
	SALES
		Income	3005.786	2380.205	1959.694
		Other Income	23.910	8.800	1.693
		TOTAL (A)	3029.696	2389.005	1961.387
Less	EXPENSES
		Cost of materials consumed	2169.889	1741.559	1320.902
		Purchases of stock-in-trade	0.000	0.000	19.166
		Changes in inventories of finished goods, work-in-progress and stock-in-trade	17.091	(38.272)	(19.021)
		Employee benefit expense	307.744	233.460	193.734
		Other expenses	348.528	329.581	277.987
		TOTAL (B)	2843.252	2266.328	1792.768
Less	PROFIT/ (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		186.444	122.677	168.619
Less	FINANCIAL EXPENSES (D)		35.925	32.696	41.834
	PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		150.519	89.981	126.785
Less/ Add	DEPRECIATION/ AMORTISATION (F)		99.279	81.293	75.733
	PROFIT/ (LOSS) BEFORE TAX (E-F) (G)		51.240	8.688	51.052
Less	TAX (H)		21.197	39.156	18.255
	PROFIT / (LOSS) AFTER TAX (G-H) (I)		30.043	(30.468)	32.797
	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		100.100	130.570	107.950
	APPROPRIATION
	Proposed Dividend		0.000	0.000	6.600
	Tax on Dividend		0.000	0.000	1.070
	BALANCE CARRIED TO THE B/S		130.140	100.100	NA
	Earnings / (Loss) Per Share (Rs.)		1.83	(1.96)	2.28

KEY RATIOS

PARTICULARS		31.03.2013	31.03.2012	31.03.2011
PAT / Total Income	(%)	0.99	(1.28)	1.67
Net Profit Margin (PBT/Sales)	(%)	1.70	0.37	2.61
Return on Total Assets (PBT/Total Assets}	(%)	3.15	0.52	4.01
Return on Investment (ROI) (PBT/Networth)		0.07	0.02	0.08
Debt Equity Ratio (Total Debt /Networth)		0.48	0.73	0.41
Current Ratio (Current Asset/Current Liability)		0.95	0.95	1.12

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	Yes

PERFORMANCE REPORT (2012-2013)

The Company has registered sales of Rs. 3005.780 millions during the financial year ended 31st March, 2013 as against the sales of Rs. 2380.020 millions during the previous financial year thus registering a growth of 26%. The Profit after tax is Rs. 30.040 millions against loss of Rs. 30.470 millions in the previous financial year.

CORPORATE INFORMATION

Subject is a limited company and incorporated under the provisions of the Companies Act, 1956. The company is engaged in the business of manufacturing of ball joints and related parts for four wheelers. The manufacturing plants of the Company are located at Begumpur Khatola,Gurgaon in the state of Haryana, Sriperumbudur in the state of Tamil Nadu and at Rudrapur in the state of Uttarkhand, India.

UNSECURED LOAN

PARTICULARS	31.03.2013 (Rs. in Millions)	31.03.2012 (Rs. in Millions)
Long-term Borrowings
Foreign currency term loans from banks	144.400	219.097
Short-term borrowings
Working capital loans from banks	166.620	75.635
Total	311.020	294.732

INDEX OF CHARGES

S.NO.	CHARGE ID	DATE OF CHARGE CREATION/MODIFICATION	CHARGE AMOUNT SECURED	CHARGE HOLDER	ADDRESS	SERVICE REQUEST NUMBER (SRN)
1	10102054	07/09/2012 *	80,000,000.00	KOTAK MAHINDRA BANK LIMITED	15-16, UGF, AMBADEEP BUILDING, 14, K. G. MARG, NEW DELHI, DELHI - 110001, INDIA	B58066259

* Date of charge modification

FIXED ASSETS

Tangible assets

· Land

· Buildings

· Plant and equipment

· Furniture and fixtures

· Vehicles

· Office equipment

· Computer equipments

Intangible assets

· 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.62.32
UK Pound	1	Rs.101.78
Euro	1	Rs.84.68

INFORMATION DETAILS

Report Prepared by :

KVT

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	6
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	6
--PROFITABILIRY	1~10	5
--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		48

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.