MIRA INFORM REPORT

Report Date :

11.10.2014

IDENTIFICATION DETAILS

Name :	Z F STEERING GEAR (INDIA) LIMITED
Registered Office :	Gat No.1242/ 1244, Village Vadu, Budruk, Taluka Shirur, Pune – 412 216, Maharashtra
Country :	India
Financials (as on) :	31.03.2014
Date of Incorporation :	21.01.1981
Com. Reg. No.:	11-023734
Capital Investment / Paid-up Capital :	Rs.90.730 Millions
CIN No.: [Company Identification No.]	L29130PN1981PLC023734
TAN No.: [Tax Deduction and Collection Account No.]	PNEZ01766C
PAN No.: [Permanent Account No.]	AAACZ0549G
Legal Form :	Public Limited Liability Company. The company’s shares are listed on the Stock Exchanges.
Line of Business :	Manufacturer of Power Mechanical Steering Gears.
No. of Employees :	Information decline by the 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 9000000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a well-established company having fine track. There is drastic dip in the profile of the company during 2014. However, general financial position of the company seems to be decent. Trade relations are fair. Business is active. Payments are regular as per commitments. The company can be considered good 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 – 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

Verdict Implications : Apex court order may alter coal import dynamics. Traders go slow on talks over coal supply contracts, uncertainty over cancellation of blocks weigh on stocks.

Recent arrest of the Chennai head of the Registrar of Companies, the ministry of corporate affairs arm that ensures that companies file all the information required by the Companies Act is the latest manifestation of a messy fight between a father and his adopted son for the control of Rs 40000 mn business empire. The Central Bureau of Investigation arrested Manumeethi Cholan after he accepted Rs 10 lakhs as bribe from M A M Ramaswamy, a CBI official said.

Central Bureau of Investigation books Electrotherm for cheating Central Bank of Rs 4360 mn.

Infosys maintains revenue guidance. COO Rao says attrition still an area of concern and it would take a few more quarters to bring down levels to 13-15 %.

DHL  to invest Euro 100 mn in India over next 2 years. The firm has chosen India to pilot its e-commerce business model for the Asia-Pacific region.

Blackstone may buy stake in BlueRidge SEZ in line with the fund’s real estate strategy in India.

Kingfisher Airlines Ltd grounded in October 2012 under the weight of heavy debt and accumulated losses, recently approached the Delhi high court for relief in two separate cases. The airline challenged a notice by Punjab & National Bank alleging that It had wilfully defaulted on Rs 7700 mn of loans and sought more time to comply with the requirements under the listing agreements with the Stock Exchanges.

OnMobile likely to sack another 300 employees. The lay-offs follow a spate of senior-level exits over the past two years, starting with of its founder. The overall lay-offs could number around 600 and are driven by the need to cut costs, says a former employee.

EXTERNAL AGENCY RATING

Rating Agency Name	ICRA
Rating	Cash Credit = A+
Rating Explanation	Have adequate degree of safety and carry low credit risk
Date	January 2014

Rating Agency Name	ICRA
Rating	Non Fund Based = A1+
Rating Explanation	Have very strong degree of safety and carry lowest credit risk
Date	January 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 31-03-2014.

INFORMATION DENIED

Management Non-cooperative (Tel. No. : 91-20-30211600)

LOCATIONS

Registered Office/ Factory :	Gat No.1242/ 1244, Village Vadu, Budruk, Taluka Shirur, Pune – 412 216, Maharashtra, India
Tel. No.:	91-2137-305100
Fax No.:	91-2137-305302
E-Mail :	enquiry@zfindia.com satish.mehta@zfindia.com factory@zfindia.com
Website :	http://www.zfindia.com
Corporate Office :	601 and 602, MCCIA Trade Tower, International Convention Centre, 'A' Wing, 403 A, Senapati Bapat Road, Pune – 411 016, Maharashtra, India
Tel. No.:	91-20-30211600
Fax No.:	91-20-30211699
E-Mail :	satish.mehta@zfindia.com
Solar Power Project :	Plot No. 45 and 46, Survey No. 152/1, Charanka, Santalpur, Patan (Gujarat)
Wind Power Projects :	At Post- Kavadya Dongar, Projects Supa, Tal. Parner, Dist. Ahmednagar, Maharashtra
	At Post- Vankusavade, Tal. Patan, Dist. Satara, Maharashtra, India
	At Post- Sadawaghapur. Tal. Sadawaghapur, Dist. Satara, Maharashtra, India

DIRECTORS

As on 31.03.2014

Name :	Mr. Dinesh Munot
Designation :	Chairman and Managing Director
Qualification :	B.E. (Ele.) M.I.E.
Date of Appointment :	01.07.1984
Name :	Mr. Jinendra Munot
Designation :	Joint Managing Director
Qualification :	B.E. (Mech.), M.S. (Mech.) USA, AMIE (India)
Date of Appointment :	01.02.1986
Name :	Mr. Utkarsh Munot
Designation :	Executive Director
Qualification :	B.E. (Mechanical and Manufacturing Engineering) USA, Diploma in Business Administration, USA
Date of Appointment :	14.05.2004
Name :	Mr. Manish Motwani
Designation :	Non-Executive Director
Name :	Mr. Ludwig Rapp
Designation :	Non-Executive Director
Name :	Mr. M.L. Rathi
Designation :	Non-Executive Director
Name :	Mr. Shridhar S. Kalmadi
Designation :	Non-Executive Director
Name :	Mr. Carl Magnus Backlund
Designation :	Alternate Director for Mr. Walter Salvasohn
Name :	Mr. Jitendra A. Pandit
Designation :	Alternate Director for Dr. Hans Friedrich Collenberg
Name :	Mr. Ajinkya Arun Firodia
Designation :	Non-Executive Director
Name :	Mr. Klaus Traeder
Designation :	Alternate Director for Mr. Carl Magnus Backlund

KEY EXECUTIVES

Name :	Mr. Satish Mehta
Designation :	Company Secretary and DGM – Finance
Name :	Mr. Jinendra Jain
Designation :	Chief Financial Officer

SHAREHOLDING PATTERN

As on 30.06.2014

Category of Shareholders	Total No. of Shares	a % of No. of Shares
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Individuals / Hindu Undivided Family	4343589	47.87
Sub Total	4343589	47.87
(2) Foreign
Bodies Corporate	2340000	25.79
Sub Total	2340000	25.79
Total shareholding of Promoter and Promoter Group (A)	6683589	73.66
(B) Public Shareholding
(1) Institutions
Mutual Funds / UTI	50	0.00
Financial Institutions / Banks	1650	0.02
Foreign Institutional Investors	4800	0.05
Sub Total	6500	0.07
(2) Non-Institutions
Bodies Corporate	211691	2.33
Individuals
Individual shareholders holding nominal share capital up to Rs. 1 lakh	1901009	20.95
Individual shareholders holding nominal share capital in excess of Rs. 1 lakh	238147	2.62
Any Others (Specify)	32364	0.36
Non Resident Indians	32364	0.36
Sub Total	2383211	26.27
Total Public shareholding (B)	2389711	26.34
Total (A)+(B)	9073300	100.00
(C) Shares held by Custodians and against which Depository Receipts have been issued	0	0.00
(1) Promoter and Promoter Group	0	0.00
(2) Public	0	0.00
Sub Total	0	0.00
Total (A)+(B)+(C)	9073300	100.00

BUSINESS DETAILS

Line of Business :

Manufacturer of Power Mechanical Steering Gears.

Products :

Item Code No. (ITC Code)	870894
Product Description	Mechanical Steering Gear
Item Code No. (ITC Code)	870894
Product Description	Power Steering Gear (8043)
Item Code No. (ITC Code)	870894
Product Description	Power Steering Gear (8033)

GENERAL INFORMATION

Customers :

OEM’s

· Tata Motors Limited

· Ashok Leyland Limited

· Force Motors Limited

· Daimler

· Eicher Motors Limited

· Swaraj Mazda Limited

· Tatra Udhyog Limited

· Vehicle Factory, Jabalpur

· Volvo India Private Limited

· Asia Motor Works

· MAN-Force Trucks Private Limited

· Mahindra Navistar

· Mahindra Tractors

· ACE

· TAFE (Eicher Tractors Limited)

· Escorts Limited

· International Tractors Limited (Sonalika)

· Mahindra and Mahindra Limited

· Standard Tractors Limited

· Swaraj

No. of Employees :

Information decline by the management

Bankers :

• Bank of Maharashtra, Branch Camp, Pune
• Canara Bank, Branch Deccan, Pune
• HDFC Bank, Branch Bhandarkar Road, Pune
• YES Bank Limited

Facilities :

Secured Loans	31.03.2014 Rs. In Millions	31.03.2013 Rs. In Millions
SHORT TERM BORROWINGS
Loans and Advances from other than related parties: Loans repayable on demand -Cash Credit Facilities (Above loans from banks are Secured by Hypothecation of Stocks and Book Debts and Second Charge on Plant and Machinery at Factory)	2.060	24.410
Total	2.060	24.410

Notes :

LONG TERM BORROWINGS (Unsecured)

Repayment Schedule

Year	Package Scheme of incentives 1988 (I) EC-2862	Package Scheme of incentives 1993 (I) EC-3305	Package Scheme of incentives 1993 (I) EC-4206	Additional Incentives under Package Scheme 1988/ EC-1499	Incentive under 1998 Power Generation Policy (0.70 MW)	Incentive under 1998 Power Generation Policy (1.00 MW)	Total Amount
2014-15	0.930	7.590	7.190	--	2.330	3.330	21.370
2015-16	--	5.170	9.810	--	3.490	5.000	23.470
2016-17	--	--	9.810	--	4.660	6.670	21.590
2017-18	--	--	8.900	--	5.820	8.330	23.050
2018-19	--	--	6.500	1.070	5.710	8.330	21.610
2019-20	--	--	2.620	1.070	4.540	6.670	14.900
2020-21	--	--	--	1.070	3.380	5.000	9.450
2021-22	--	--	--	1.070	2.210	3.330	6.610
2022-23	--	--	--	1.070	1.050	1.670	3.790
	0.930	13.210	44.830	5.350	33.190	48.330	145.840

Notes forming part of the Financial Statements

Part I of 1988/ Package Scheme of Incentives -	Sales Tax incentive scheme of Govt. of Maharashtra, by way of deferment of Sales Tax liability, for expansion carried out by the Company, being eligible unit under the scheme, implemented then through SICOM (The State Industrial and Investment Corporation Of Maharashtra Limited)
Part I of 1993/ Package Scheme of Incentives -
Additional Incentives under Package Scheme 1988	Additional Incentives Scheme of Govt. of Maharashtra, by way of deferment of Sales Tax liability, as per Govt. Circular No. IDL 1005/(C.R.354)/ IND-8 Dated 06.11.2006.
1998 Power Generation promotion policy-	Sales Tax incentive scheme of Govt. of Maharashtra, by way of deferment of Sales Tax liability, for achieving required Power Load Factor (PLF) for the Company's Wind Farm project, implemented through MEDA (Maharashtra Energy Development Agency)

Banking Relations :	--
Auditors :
Name :	MGM and Company Chartered Accountants
Address :	Pune, Maharashtra, India
Cost Auditors :
Name :	Joshi Apte and Associates Cost Accountants
Internal Auditors :
Name :	Pawan Jain and Associates Chartered Accountants
Foreign Collaborator :	ZF Lenksysteme, GmbH
Associate Companies of ZF Lenksysteme, GmbH :	ZF Shanghai Steering Company Limited, China ZF Boge Eslatmettal GmbH ZF Sistemas De Direcao Limited, Brazil ZF Great Briton ZF Steering Jincheng (Nanjing), China Varsha Forgings Limited
Director's interested company :	Varsha Forgings Limited
Joint Venture Company :	ZF Lenksysteme India Private Limited (Company has 26% stake in the company)

CAPITAL STRUCTURE

As on 31.03.2014

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
9073300	Equity Shares	Rs.10/- each	Rs.90.730 millions

Reconciliation of the No. of shares outstanding at the beginning and at the end of the year:	As at 31 March, 2014 No. of Shares	As at 31 March, 2014 Rs. In Millions
No of shares outstanding at the beginning of the year - Equity Add: Additional shares issued during the year - Equity shares - - - - Less: Shares forfeited / Bought back during the year - Equity shares - - - - No of shares outstanding at the end of the year - Equity shares	9073300 ------ ------ 9073300	90.730 ---- ----- 90.730

Notes:

i) Number of shares held by each shareholder holding more than 5% shares in the company are as follows:

Particulars	As at 31st March, 2014
	No. of shares % holding	No. of shares % holding
Equity Shares:
ZF Lenksysteme, GmbH	2340000	25.79
Mr. Utkarsh Munot	1191494	13.13
Mr. Dinesh Munot	949290	10.46

ii) Terms/Rights attached to Equity Shares

The Company has only one class of equity shares having a par value of Rs. 10/- per share. Each holder of equity share is entitled to one vote per share The Company declares and pays dividend in Indian Rupee. The dividend reposed by the Board of Directors is subject to approval in the ensuing Annual General Meeting.

During the Year ended on 31st March, 2014, the amount of per share dividend recognized as distributions to equity shareholders was Rs.7 (P.Y. Rs.8) In the event of Liquidation of the Company, the holder of each equity share will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts.

The distribution will be in proportion to the number of equity shares held by shareholder.

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.03.2014	31.03.2013	31.03.2012
I. EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	90.730	90.730	90.730
(b) Reserves & Surplus	2165.530	2098.790	1927.520
(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)	2256.260	2189.520	2018.250
(3) Non-Current Liabilities
(a) long-term borrowings	124.470	145.840	476.370
(b) Deferred tax liabilities (Net)	78.990	98.230	90.420
(c) Other long term liabilities	0.000	0.000	0.000
(d) long-term provisions	16.710	14.960	11.230
Total Non-current Liabilities (3)	220.170	259.030	578.020
(4) Current Liabilities
(a) Short term borrowings	2.060	24.410	169.710
(b) Trade payables	398.930	361.180	250.810
(c) Other current liabilities	104.830	122.010	172.160
(d) Short-term provisions	99.350	119.680	112.500
Total Current Liabilities (4)	605.170	627.280	705.180
TOTAL	3081.600	3075.830	3301.450
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	937.230	988.250	1207.750
(ii) Intangible Assets	22.640	3.140	1.750
(iii) Capital work-in-progress	44.990	47.860	2.590
(iv) Intangible assets under development	0.000	8.260	0.000
(b) Non-current Investments	994.500	858.310	1083.810
(c) Deferred tax assets (net)	0.000	0.000	0.000
(d) Long-term Loan and Advances	167.550	119.920	82.370
(e) Other Non-current assets	0.200	0.200	0.200
Total Non-Current Assets	2167.110	2025.940	2378.470
(2) Current assets
(a) Current investments	0.000	49.610	0.000
(b) Inventories	260.140	258.990	268.990
(c) Trade receivables	473.810	379.170	361.080
(d) Cash and cash equivalents	137.460	292.950	213.990
(e) Short-term loans and advances	34.780	57.920	73.730
(f) Other current assets	8.300	11.250	5.190
Total Current Assets	914.490	1049.890	922.980
TOTAL	3081.600	3075.830	3301.450

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2014	31.03.2013	31.03.2012
	SALES
		Income	2910.980	3128.870	3522.120
		Other Income	73.290	114.800	75.160
		TOTAL (A)	2984.270	3243.670	3597.280
Less	EXPENSES
		Cost of Materials Consumed	1939.820	1965.350	2321.660
		Exceptional Items			(104.330)
		Changes in inventories of finished goods, work-in-progress and Stock-in-Trade	(98.700)	(3.090)	(9.390)
		Employees benefits expense	312.290	322.210	305.450
		Other expenses	164.880	201.430	222.220
		TOTAL (B)	2318.290	2485.900	2735.610
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		665.980	757.770	861.670
Less	FINANCIAL EXPENSES (D)		6.900	36.360	11.840
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		659.080	721.410	849.830
Less/ Add	DEPRECIATION/ AMORTISATION (F)		210.390	231.420	168.770
	PROFIT BEFORE TAX (E-F) (G)		448.690	489.990	681.060
Less	TAX (H)		307.650	233.800	216.470
	PROFIT AFTER TAX (G-H) (I)		141.040	256.190	464.590
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		22.100	12.600	13.500
Less	APPROPRIATIONS
		General Reserve	70.000	161.800	360.000
		Proposed Dividend and Tax thereon	74.300	84.900	52.700
		Interim Dividend and Tax thereon	0.000	0.000	52.700
	BALANCE CARRIED TO THE B/S		18.800	22.100	12.600
	EARNINGS IN FOREIGN CURRENCY
		FOB Value of exports	31.360	9.500	18.25
	TOTAL EARNINGS		31.360	9.500	18.25
	IMPORTS
		Raw Materials	267.800	423.740	423.570
		Capital Goods	0.000	3.670	149.630
	TOTAL IMPORTS		267.800	427.410	573.200
	Earnings Per Share (Rs.)		15.55	28.25	51.21

QUARTERLY / SUMMARISED RESULTS

PARTICULARS	Quarter 30.06.2014
Net Sales	82.610
Total Expenditure	67.180
PBIDT (Excl OI)	15.430
Other Income	0.960
Operating Profit	16.390
Interest	0.170
Exceptional Items	0.000
PBDT	16.220
Depreciation	4.150
Profit Before Tax	12.070
Tax	2.630
Provisions and contingencies	0.000
Profit After Tax	9.440
Extraordinary Items	0.000
Prior Period Expenses	0.000
Other Adjustments	0.000
Net Profit	9.440

KEY RATIOS

PARTICULARS		31.03.2014	31.03.2013	31.03.2012
PAT / Total Income	(%)	4.73	7.90	12.92
Net Profit Margin (PBT/Sales)	(%)	15.41	15.66	19.34
Return on Total Assets (PBT/Total Assets}	(%)	21.97	22.67	30.75
Return on Investment (ROI) (PBT/Networth)		0.20	0.22	0.34
Debt Equity Ratio (Total Debt /Networth)		0.06	0.08	0.32
Current Ratio (Current Asset/Current Liability)		1.51	1.67	1.31

FINANCIAL ANALYSIS

[all figures are in Rupees Millions]

DEBT EQUITY RATIO

Particular	31.03.2012	31.03.2013	31.03.2014
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Share Capital	90.730	90.730	90.730
Reserves & Surplus	1927.520	2098.790	2165.530
Net worth	2018.250	2189.520	2256.260
long-term borrowings	476.370	145.840	124.470
Short term borrowings	169.710	24.410	2.060
Total borrowings	646.080	170.250	126.530
Debt/Equity ratio	0.320	0.078	0.056

YEAR-ON-YEAR GROWTH

Year on Year Growth	31.03.2012	31.03.2013	31.03.2014
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Sales	3522.120	3128.870	2910.980
		(11.165)	(6.964)

NET PROFIT MARGIN

Net Profit Margin	31.03.2012	31.03.2013	31.03.2014
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Sales	3522.120	3128.870	2910.980
Profit	464.590	256.190	141.040
	13.19%	8.19%	4.85%

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	Yes
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	No

UNSECURED LOANS

Particulars	31.03.2014 Rs. In Millions	31.03.2013 Rs. In Millions
LONG TERM BORROWINGS
Loans advances from other than related parties
Deferred payment liabilities (Sales Tax Deferral under Package Schemes of Incentives)	124.470	145.840
Total	124.470	145.840

MANAGEMENT DISCUSSION AND ANALYSIS

Financial Year 2013-14 was yet another challenging year for the Indian economy. The investment scenario was weighed down due to many factors. The uncertain macro-economic environment affected the automobile industry, too. The data published by SIAM (Society of Indian Automobile Manufacturers) indicate that the total sales of Commercial Vehicles for 2013-14 were down by 19% compared to the year before. The Medium and Heavy Commercial Vehicles recorded 22% dip in sales. Gravity of the situation can be gauged from the fact that in the financial year 2012-13, too, Medium and Heavy Commercial Vehicles were in negative territory year-on-year by 26%. Hence, this is the second year in a row that Commercial Vehicles sales are down compared to their corresponding previous year.

The recent cut in excise-duty in the Interim Budget, despite being passed on to the customers, did little to lift sales of automobiles in the country. This shows that the economic slowdown and higher interest rates continue to weigh high on demand. Truck fleet owners have remained highly cautious in adding new fleet despite record discounts, minimum margin money on the back of weak economic indicators, lower GDP and uncertain investment climate. Commercial Vehicle sector was also hurt due to lack of mining activities and stalled infrastructure projects. There has been no respite from high inflation, rising fuel price and the unfavorable interest-rate regime that is dampening customer interest in a weak economy.

Keeping the above challenging economic conditions in perspective, sales-performance of Power Steering can be

termed as satisfactory. Sales-performance of Mechanical Steering was impressive in view of growth in Tractor numbers, thanks to good monsoon. Throughout the year, due to weak rupee, landed cost of Rack & Pinion Power Steering became higher, thereby losing its price-competitiveness and sales numbers.

Review of Operations

Operating Results of the Company

Auto Components

Comparative quantitative figures of Sales are as under:

Type	2013-14	2012-13	Growth
Power Steerings	162,437	178,192	(8.84%)
Mechanical Steerings	185,676	152,641	21.64%
Rack and Pinion Power Steering for Car	3,019	16,930	(82.17%)

Sales, in value terms, was down by 8.42%.

Renewable Energy –

Solar

Financial Year 2013-14 was the second year of full year operations for your Company's 5 MW Solar Power Project at Gujarat Solar Park, Charnka Village, District Patan (Kutch) Gujarat. As you may be aware, the electricity generated is purchased by Gujarat Urja Vikas Nigam Limited (GUVNL), Government of Gujarat. The Plant generated 8.50 million Units of Electricity with sales-revenue of Rs. 95.110 million in the Financial Year 2013-14.

Wind Mills

Seven Wind Turbine Machines, owned and operated by the Company, located in districts of Satara and Ahmednagar, having aggregate capacity of 6.7 MW are mainly used for captive power consumption. Total 9.720 million units were generated in the financial year 2013-14. The 8.670 million Units used as captive consumption almost accounted for entire consumption of power of the Company's factory. The Company also sold 1.040 million

units to Maharashtra Electricity Board with revenue of Rs.2.620 Million.

Other Income

Income received on financial-investments, held by the Company, was Rs. 59.600 million, lower compared to Rs. 103.300 million for the financial year 2012-13, in view of lackluster financial markets for major part of the year. It should also be noted that more than 50% of the Investment portfolio is allocated as the Company's contribution in the Joint-Venture Company, which is yet to yield any returns.

Finance

Finance cost was Rs. 6.900 million against Rs. 36.400 million, as the Company had prepaid the Term Loan availed for the Solar Project by the end of financial year 2012-13.

Profitability

Profit before Tax (PBT) for the year was Rs. 449.000 million against Rs. 490.000 million in the preceding year, mainly due to dip in Other Income. Despite drop in Sales by 8% and Other Income (from Investments) down by almost 42%, PBT has been impacted only by 9%, due to strict cost-cutting and austerity measures undertaken at all fronts. Earnings Per Share is Rs.15.550 for the year ended March 31,2014.

Outlook/ Opportunities

We expect demand outlook to continue to remain weak for Commercial Vehicles, primarily due to the uncertain macroeconomic environment. In the long run though, expected easing of interest rates, following expected tapering of inflation, will revive demand and would be the key driver for volume growth. While the near term environment continues to remain challenging for the automotive sector, we believe the long-term structural growth drivers for the industry, such as GDP growth (leading to increasing affluence of rural and urban consumers), favorable demographics, low penetration levels, entry of global players and easy availability of finance, remain intact.

A new category of four-wheelers, 'Quadricycle' (alternative to auto rickshaw) will be allowed to ply in cities across the country,from October 2014. Notification to this effect has been issued by the Government. You will be pleased to know that your Company's Research and Development team has successfully developed a Rack and Pinion manual steering gear for the Quadricycle, which has been approved by the leading prospective Quadricycle- Manufacturer.

Joint Venture

ZF Lenksysteme India Private Limited (Joint Venture with ZF Lenksysteme GmbH, Germany) (hereinafter 'JV Company')

After the incorporation in the year 2007 and FIPB (Foreign Investment Promotion Board)'s approval, the JV Company set up an Assembly and manufacture of Steering Gears for Commercial Vehicles, situate at Village Phulgaon, Alandi-Markal Road, Dist. Pune. The said plant was inaugurated on April 26, 2012. They have recently set-up an assembly-line for manufacture of Electronic Power Steering Systems for Passenger Cars.

The JV Company has reported a turnover of Rs. 184.000 million and incurred a loss of Rs. 479.000 million for Financial Year 2013-14. The said Company has incurred heavy capital expenditure and other expenses. The JV Company is in a process to acquire License and Know-how from ZF Lenksysteme, GmbH.

In the financial year under review, additional capital, by way of Rights issue, has been raised by the JV Company.

Consequently, the paid-up capital of the JV Company now stands at Rs. 2145.000 million and your Company holds 26% of the total paid up capital of the JV Company. Total investment of the Company in the JV Company stands at Rs. 557.700 million. The Company, as per the contractual obligations undertaken by the Company continues to support the JV Company and invested the additional equity capital in the JV Company. The JV Company plans to further raise additional capital, by way of Rights issue, in the current financial year.

INDEX OF CHARGES

S.No.	Charge ID	Date of Charge Creation/Modification	Charge amount secured	Charge Holder	Address	Service Request Number (SRN)
1	90084110	12/04/1994	3,004,400.00	CANARA BANK	CAMP BRANCH, 11; M. G. ROAD, PUNE, MAHARASHTRA, INDIA	-
2	90084089	22/03/1994	5,193,200.00	CANARA BANK	CAMP BRANCH, 11; M. G. ROAD, PUNE, MAHARASHTRA, INDIA	-
3	90084079	11/08/1994 *	30,000,000.00	THE INDUSTRIAL CREDIT AND INVESTMENT CORPORATION O  F INDIA LI	163 BACKBAY RECLAMATION, BOMBAY, MAHARASHTRA - 400020, INDIA	-
4	90089926	31/01/1994	3,640,000.00	CANARA BANK	PUNE CAMP BRANCH, 11; M. G. ROAD, PUNE, MAHARASHTRA - 411001, INDIA	-
5	90083867	25/02/1993 *	5,000,000.00	THE INDUSTRIAL CREDIT AND INVESTMENT CORPORATION O  F INDIA LI	163 BACKBAY RECLAMATION, BOMBAY, MAHARASHTRA - 400020, INDIA	-
6	90089567	20/04/2002 *	38,500,000.00	BANK OF MAHARASHTRA	CAMP BRANCH, PUNE, MAHARASHTRA - 411001, INDIA	-
7	90083603	13/04/1989	11,450,000.00	THE INDUSTRIAL CREDIT AND INVESTMENT CORPORATION O  F INDIA LI	163 BACKBAY RECLAMATION, BOMBAY, MAHARASHTRA - 400020, INDIA	-
8	90083458	28/03/1987	2,850,000.00	BANK OF MAHARASHTRA	PUNE CAMP BRANCH, PUNE, MAHARASHTRA, INDIA	-
9	90083410	31/07/1987 *	650,000.00	CANARA BANK	CAMP BRANCH, 11; M. G. ROAD, PUNE, MAHARASHTRA -  411001, INDIA	-
11	90083391	17/05/1985	3,500,000.00	BANK OF MAHARASHTRA	CAMP BRANCH, PUNE, MAHARASHTRA, INDIA	-
12	90083388	28/03/1985	2,078,700.00	CANARA BANK	PUNE CAMP, PUNE, MAHARASHTRA - 411001, INDIA	-
13	90089252	17/04/1984 *	6,900,000.00	LIFE INSURANCE CORPORATION OF INDIA	YOGAKAFEMA, JEEVAN BIMA MARG, BOMBAY, MAHARASHTRA - 400021, INDIA	-
14	90083319	17/04/1984 *	3,100,000.00	BANK OF MAHARASHTRA	1501; SHIVAJI NAGAR, PUNE, MAHARASHTRA - 411005, INDIA	-
15	90083317	03/08/1988 *	10,900,000.00	THE INDUSTRIAL CREDIT AND INVESTMENT CORPORATION O  F INDIA LI	163 BACKBAY RECLAMATION, BOMBAY, MAHARASHTRA - 400020, INDIA	-
16	90083314	01/09/1982	10,900,000.00	THE INDUSTRIAL CREDIT & INVESTMENT CORPORATION OF  INDIA LIMI	163 BACKBAY RECLAMATI0ON, BOMBAY, MAHARASHTRA - 400020, INDIA	-

* Date of charge modification

UNAUDITED FINANCIAL RESULTS FOR THE QUARTER ENDED 30.06.2014

(Rs. In Millions)

Sr. No.	Particulars	30.06.2014
		(Unaudited)
1.	(a) Net Sales/ Income from Operations	823.650
	(b) Other Operating Income	2.450
	Total Income	826.100
2.	Expenses
	a) (Increase)/ Decrease in Stock-in-trade & WIP	18.460
	b) Consumption of Raw Material	503.880
	c) Purchase of traded goods	2.520
	d) Employees Cost	93.510
	e) Depreciation	41.510
	f) Other Expenditure	53.440
	Total Expenditure	713.320
3.	Profit from Operations before other Income, Interest and Exceptional items (1-2)	112.780
4.	Other Income	9.640
5.	Profit before Interest & Exceptional items(3+4)	122.420
6.	Interest	1.710
7.	Profit after Interest but before Exceptional items (5-6)	120.710
8.	Exceptional items	---
9.	Profit from Ordinary Activites before tax (7+8)	120.710
	a) Current Tax	38.510
	b) Differed	(4.080)
	c) For earlier years	(8.160)
10.	Tax Expenses (Net)	26.270
11.	Net Profit from Ordinary Activities after tax (9-10)	94.440
12	Extraordinary items (net of tax expense)	----
13.	Net Profit for the period (11+12-13)	94.440
14.	Paid-up Equity Share Capital (Face-value Rs. 10 Per Share)	90.730
15.	Reserves (excluding Revaluation Reserves), as per Balance Sheet of previous accounting year.	---
16.	Earnings Per Share - Basic/Diluted & before/ after Extraordinary items	40.41
17.	Public shareholding
18.	- Number of Shares	2389711
	- Percentage of Shareholding	26.34
	Promoters and promoter group Shareholding
19.	a) Pledged/ encumbered
	- Number of shares	Nil
	- Percentage of shares (as a % of the total shareholding of promoters & Promoters group)	Nil
	- Percentage of shares (as a % of the total share capital of the Company)	Nil
	b) Non-encumbered
	- Number of shares	6683589
	- Percentage of shares (as a % of the total shareholding of promoters & Promoters group)	100.00
	- Percentage of shares (as a % of the total share capital of the Company)	73.66

Note:

1. The above results were reviewed by the Audit Committee and thereafter approved by the Board of Directors at their meeting held on July 30, 2014.

2. The operations of the Company relate to only one segment ie. Automotive Components.

3. Corresponding figures of the previous year have been regrouped/ recast, wherever necessary.

4. The Company had received six investor complaints during the quarter ended December 31, 2011. The Complaints have been resolved. There was no investor complaint pending at the beginning of the quarter.

UNAUDITED STANDALONE SEGMENTWISE REVENUE, RESULT AND CAPITAL EMPLOYED FOR THE QUARTER ENDED 30.06.2014

(Rs. In Millions)

Sr. No.	Particulars	30.06.2014 (Unaudited)
1.	Segment Revenue
	Auto Components	800.810
	Renewable Energy	45.1500
	TOTAL	845.960
	Less-Inter-Segment revenue	10.220
	Total Income	835.740
2.	Segment Results
	Profit/(Loss) before tax and finance cost
	From each segment
	Auto Components	103.030
	Renewable Energy	19.390
	TOTAL	122.420
	Less- Finance Cost	1.710
	Total Profit Before Tax	120.710
3.	Capital employed
	Auto Components	1796.390
	Renewable Energy	523.160
	Unallocated assets less liabilities	15.380
	Total Capital employed in the company	2334.93

CONTINGENT LIABILITY :

Particulars	31.03.2014 (Rs. in millions)	31.03.2013 (Rs. in millions)
Income Tax matters in respect of 'Penalty' under Appeal	32.630	32.630
Service Tax matters under Appeal	0.660	3.630
Co-acceptance of Import bills by the bankers	24.570	31.520
Bills discounted	360.960	299.380
Bank Guarantees by the Company	12.100	4.300
Claims against the company not acknowledged as debts	0.570	0.160
TOTAL	431.490	301.620

FIXED ASSETS:

· Land (Freehold)

· Leasehold Land

· Building

· Plant and Machinery

· Electrical Installation

· Furniture, Fixtures and Office Equipments

· Vehicles

· Wind Mills

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] 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. 61.16
UK Pound	1	Rs. 98.62
Euro	1	Rs. 77.67

INFORMATION DETAILS

Information Gathered by :	PRT
Analysis Done by :	RSM
Report Prepared by :	ASH

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	5
--PROFITABILIRY	1~10	4
--LIQUIDITY	1~10	5
--LEVERAGE	1~10	6
--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	NO
--LISTED	YES/NO	YES
--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.