MIRA INFORM REPORT

Report Date :

12.02.2014

IDENTIFICATION DETAILS

Name :	JOHNSON CONTROLS AUTOMOTIVE LIMITED (w.e.f. 03.04.2013)
Formerly Known as :	TATA JOHNSON CONTROLS AUTOMOTIVE LIMITED
Registered Office :	Plot No.1, Survey No.235/245 Hinjewadi, Taluka Mulsi, Pune – 411 027, Maharashtra
Country :	India
Financials (as on) :	31.03.2013
Date of Incorporation :	05.01.1996
Com. Reg. No.:	11-015038
Capital Investment / Paid-up Capital :	Rs.127.000 Millions
CIN No.: [Company Identification No.]	U34300PN1996PLC015038
Legal Form :	A Closely Held Public Limited Liability Company
Line of Business :	Manufacturers of Automotive Parts, Components and Spares.
No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

A (61)

RATING		STATUS	PROPOSED CREDIT LINE
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

Maximum Credit Limit :	USD 4300000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is an established company having fine track record. Fundamentals of the company is decent. Financial position of the company is strong and healthy. Trade relations are reported to be fair. Business is active. Payment terms are reported to be regular 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

The worst is over for India’s economy with gross domestic product likely to expand 5 %to 5.5 % this year and more than 6 % in 2015, according to Moody’s Analytics. Concerns over the rupee and current account deficit are under control, said the agency. Ratings firm Crisil has forecast 6 % growth for 2014/15 up from the estimated 4.8 % for 2013/14.  Total economic growth, infrastructure bottlenecks and lack of transparency and consistency in foreign direct investment policies seem to have taken a toll on India’s attractiveness as an investment destination, says an Ernst & Young survey.  Projects with FDI component fell 16.4 % across the globe in 2012 from the previous year.  The drop in India was steeper at 21 %. State run carrier Air India is doling out free tickets to its 24000 employees, even as it expects to incur a loss of Rs 39000 mn this financial year and has a debt of Rs 350000 mn. 550000 number of jobs generated across India in 2013, a fall of 0.4 % as compared to with a year earlier. The National Capital Region has a one-fourth share in total jobs created, according to a study by industry lobby group Assochem, Banks, real estate, automobile and telecommunications sectors are showing a rise of job creation. $ 805 mn investments by venture capital firms in India during 2013, registering a drop of about 18 % over the previous year. The Information Technology and IT-Enabled Services Industry retained its status as the favourable venture capital investors in 2013. Pakistan has temporarily banned gold imports for the second time in six months, as it tries to stem smuggling into India. India’s import duty on gold is 10 % and curbs on purchases have dried up legal imports into what used to be the world’s biggest bullion buyers. The World Gold Council puts the amount smuggled into India at upto 200 tonnes in 2013. The Reserve Bank of India has proposed that unclaimed bank deposits estimated to be about Rs 35000 mn be used for education and awareness among depositors.  According to the plan, deposits that have not been claimed for at least 10 years will be transferred to the scheme.

EXTERNAL AGENCY RATING

Rating Agency Name	CRISIL
Rating	Long term Rating=AA-
Rating Explanation	High credit quality and low credit risk.
Date	19.03.2013

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.

LOCATIONS

Registered Office :	Plot No.1, Survey No.235/245 Hinjewadi, Taluka Mulsi, Pune – 411 027, Maharashtra, India
Tel. No.:	91-20-66738888 / 22932115
Fax No.:	91-20-66738989 / 22932638
E-Mail :	legal.jcal@jci.com
Website :
Engineering Division :	301, 3^rd Floor, Panchshil Tech Park, S No 19, 20, Hinjewadi, Taluka Mulsi, Pune – 411 027, Maharashtra, India

DIRECTORS

AS ON 30.09.2013

Name :

Mr. Mark David Stevens

Designation :

Director

Address :

23, Arcadia Road, #0_03, Block B, Singapore 28844

Date of Birth/Age :

25.05.1961

Date of Appointment :

29.09.2008

DIN No.:

01764752

Name :

Mr. Mitul Rustagi

Designation :

Director

Address :

107-B. Aralias, DLF God A Links, Phase V, DLF City, Gurgaon – 120 009, New Delhi, India

Date of Birth/Age :

01.09.1968

Date of Appointment :

18.02.2011

DIN No.:

03379848

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	Company/ LLP Status	Defaulting status
1	U34300PN1996PLC015038	JOHNSON CONTROLS AUTOMOTIVE LIMITED	Director	26/09/2011	18/02/2011	Active	NO
2	U34200PN2011PTC139594	JOHNSON CONTROLS PRICOL PRIVATE LIMITED	Director	20/06/2012	26/03/2012	Active	NO

Name :

Mr. Paul Chawla

Designation :

Director

Address :

L41, Second Floor, Saita Vihar, New Delhi – 110 076, India

Date of Birth/Age :

01.09.1965

Date of Appointment :

08.04.2011

DIN No.:

03486146

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	U34300PN1996PLC015038	JOHNSON CONTROLS AUTOMOTIVE LIMITED	Director	26/09/2011	08/04/2011	-	Active	NO
2	U29191PN2000PLC015669	Johnson Controls Marine & Refrigeration India Limited	Director	30/09/2011	21/06/2011	10/06/2013	Active	NO
3	U33130MH1995PTC111247	JOHNSON CONTROLS (INDIA) PRIVATE LIMITED	Director	30/09/2011	21/06/2011	10/06/2013	Active	NO
4	U29299PN2008PLC132935	ISRI JC AUTOMOTIVE SEATING LIMITED	Director	30/09/2013	21/03/2013	-	Active	NO

Name :

Mr. Kuldeep Singh

Designation :

Director

Address :

Se175, B Block, Shstri Nagar, Ghaziabad – 200 002, Uttar Pradesh, India

Date of Birth/Age :

11.08.1977

Date of Appointment :

30.09.2013

DIN No.:

05351668

Name :

Mr. Steven Ashley Semple

Designation :

Director

Address :

, India

Date of Birth/Age :

18.03.1972C 13, Vasant Vihar, New Delhi – 110 057, India

Date of Appointment :

30.09.2013

DIN No.:

06483237

MAJOR SHAREHOLDERS

AS ON 30.09.2013

Names of Shareholders	No. of Shares
Johnson Controls International B. V.	6350000
Johnson Controls Auto India Limited, UK	2024995
Johnson Controls Auto India Limited, UK	6349700
Jcal jointly with Mr. Paul Chawla	1
Jcal jointly with Mr. Kuldeep Singh	1
Jcal jointly with Steven Semple	1
Jcal jointly with Mark S Tevens	1
Jcal jointly with Mr. Mitul Rustagi	1

Equity Share Break up (Percentage of Total Equity)

AS ON 30.09.2013

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	100.00
Total	100.00

BUSINESS DETAILS

Line of Business :

Manufacturers of Automotive Parts, Components and Spares.

GENERAL INFORMATION

No. of Employees :

Not Available

Bankers :

· Corporation Bank, Aditi Commerce Centre, East Street Camp, Pune – 411 001, Maharashtra, india

· HSBC Bank Mauritius Limited, 5^th Floor, LES Cascades Building, Edith Cavell Street, Port Louis Mauritius

Facilities :

SECURED LOANS	31.03.2013 Rs. In Millions	31.03.2012 Rs. In Millions
Long Term Borrowings
Term Loans from Banks (Term loan from Banks are repayable in quarterly instalments of Rs.4.37 (mio) each, repayment ending on January 31, 2015)	17.390	34.960
Total	17.390	34.960

Banking Relations :	--
Auditors :
Name :	Deloitte Haskins and Sells Chartered Accountants
Address :	706, B Wing, 7^th Floor, ICC Trade Tower, International Convention Centre, Senapati Bapat Marg, Pune – 411 016, Maharashtra, India
PAN No.:	AABFD7919A
Joint Venture :	ISRI JC Automotive Seating Limited [U29299PN2008PLC132935]
Ultimate Holding Company :	Johnson Controls Inc, United States
Subsidiary Companies :	Johnson Controls Systems Engineering LLC, United States
Fellow Subsidiary Company :	· Johnson Controls GmbH, Germany · Johnson Controls Mezolak KLt, Romania · Johnson Controls Automobile, Italy · JC Automotive UK Limited, United Kingdom · JC headliner GmbH, Germany · Johnson Controls Sweden AB, Sweden · Recaro North America, Inc, United States
Others :	· Johnson Controls International B.V., Netherlands · Tata Autocomp Systems Limited [U34100MH1995PLC093733]

CAPITAL STRUCTURE

AS ON 30.09.2013

Authorised Capital :

No. of Shares	Type	Value	Amount
12700000	Equity Shares	Rs.10/- each	Rs.127.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
12700000	Equity Shares	Rs.10/- each	Rs.127.000 Millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.03.2013	31.03.2012	31.03.2011
I. EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	127.000	127.000	127.000
(b) Reserves & Surplus	949.770	729.500	513.580
(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)	1076.770	856.500	640.580
(3) Non-Current Liabilities
(a) long-term borrowings	17.390	34.960	52.450
(b) Deferred tax liabilities (Net)	17.000	7.000	14.000
(c) Other long term liabilities	0.000	0.000	0.000
(d) long-term provisions	73.130	67.410	49.980
Total Non-current Liabilities (3)	107.520	109.370	116.430
(4) Current Liabilities
(a) Short term borrowings	0.000	0.000	0.000
(b) Trade payables	1648.210	1530.830	1111.150
(c) Other current liabilities	164.580	174.690	254.730
(d) Short-term provisions	133.790	302.700	204.390
Total Current Liabilities (4)	1946.580	2008.220	1570.270
TOTAL	3130.870	2974.090	2327.280
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	1036.570	792.020	750.730
(ii) Intangible Assets	1.770	6.670	6.090
(iii) Capital work-in-progress	0.000	209.390	0.000
(iv) Intangible assets under development	0.000	0.000	0.000
(b) Non-current Investments	33.320	33.320	23.320
(c) Deferred tax assets (net)	0.000	0.000	0.000
(d) Long-term Loan and Advances	71.740	79.530	61.950
(e) Other Non-current assets	3.360	22.180	40.220
Total Non-Current Assets	1146.760	1143.110	882.310
(2) Current assets
(a) Current investments	0.000	0.000	0.000
(b) Inventories	461.780	287.310	216.570
(c) Trade receivables	1178.800	887.400	773.050
(d) Cash and cash equivalents	195.690	430.520	275.770
(e) Short-term loans and advances	127.740	202.390	137.810
(f) Other current assets	20.100	23.360	41.770
Total Current Assets	1984.110	1830.980	1444.970
TOTAL	3130.870	2974.090	2327.280

PROFIT & LOSS ACCOUNT

	PARTICULARS			31.03.2013	31.03.2012	31.03.2011
	SALES
		Income		9242.350	8562.260	6863.490
		Other Income		94.110	104.160	53.720
		TOTAL (A)		9336.460	8666.420	6917.210
Less	EXPENSES
		Cost of Materials Consumed		6615.050	6076.740	4837.210
		Changes in Inventories of finished goods, work-in-progress and stock-in-trade		(90.170)	(1.040)	(29.110)
		Employee Benefits Expenses		1113.770	961.770	758.960
		Other Expenses		787.800	725.970	671.970
		TOTAL (B)		8426.450	7763.440	6239.030
Less	PROFIT/(LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)			910.010	902.980	678.180
Less	FINANCIAL EXPENSES (D)			7.670	6.610	9.970
	PROFIT/(LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)			902.340	896.370	668.210
Less	DEPRECIATION/ AMORTISATION (F)			158.900	134.590	129.700
	PROFIT/(LOSS) BEFORE TAX (E-F) (G)			743.440	761.780	538.510
Less	TAX (H)			213.420	222.610	163.620
	PROFIT/(LOSS) AFTER TAX (G-H) (I)			530.020	539.170	374.890
	EARNINGS IN FOREIGN CURRENCY
			FOB Value of Exports	9.960	33.830	34.630
	TOTAL EARNINGS			9.960	33.830	34.630
	IMPORTS
			Raw Materials	722.160	415.340	213.880
			Stores & Spares	2.890	4.080	4.950
			Capital Goods	31.320	166.920	36.640
	TOTAL IMPORTS			756.370	586.340	255.470
	Earnings Per Share (Rs.)			41.73	42.45	29.52

KEY RATIOS

PARTICULARS		31.03.2013	31.03.2012	31.03.2011
PAT / Total Income	(%)	5.68	6.22	5.42
Net Profit Margin (PBT/Sales)	(%)	8.04	8.90	7.84
Return on Total Assets (PBT/Total Assets}	(%)	24.00	27.89	23.37
Return on Investment (ROI) (PBT/Networth)		0.69	0.89	0.84
Debt Equity Ratio (Total Debt /Networth)		0.02	0.04	0.08
Current Ratio (Current Asset/Current Liability)		1.02	0.91	0.92

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

REVIEW OF OPERATION:

During the year, subject’s revenue from operations increased by 8% compared to the previous financial year. The net profit for the year has decreased by 2% compared to the previous financial year.

INDEX OF CHARGE:

Sr. No.	Charge ID	Date of Charge Creation/Modification	Charge amount secured	Charge Holder	Address	Service Request Number (SRN)
1	90088417	14/06/2001	9,600,000.00	HEWLETT PACKARD INDIA LIMITED	CHANDIWALLA ESTATE, MAA ANAND MAL MARG ; KALKAJI, NEW DELHI- 110019, INDIA	-
2	90084668	29/03/2010 *	303,900,000.00	CORPORATION BANK	ADITI COMMERCE CENTRE, EAST STREET CAMP, PUNE - 411001, MAHARASHTRA, INDIA	A83378349

* Date of charge modification

FIXED ASSETS:

· Land

· Building

· Plant and Machinery

· Furniture and fixture

· Other Equipments

· vehicle

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 records 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] 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.62.44
UK Pound	1	Rs.102.48
Euro	1	Rs.85.28

INFORMATION DETAILS

Report Prepared by :

NKT

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	7
PAID-UP CAPITAL	1~10	7
OPERATING SCALE	1~10	7
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	7
--PROFITABILIRY	1~10	7
--LIQUIDITY	1~10	7
--LEVERAGE	1~10	6
--RESERVES	1~10	7
--CREDIT LINES	1~10	6
--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		61

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.