MIRA INFORM REPORT

Report No. :	309777
Report Date :	26.02.2015

IDENTIFICATION DETAILS

Name :	VARROC LIGHTING SYSTEMS (INDIA) PRIVATE LIMITED
Registered Office :	Survey No.279,Village Mann Hinjewadi, Taluka Mulshi, Pune - 411057, Maharashtra
Country :	India
Financials (as on) :	31.03.2014
Date of Incorporation :	13.03.2012
Com. Reg. No.:	11-142539
Capital Investment / Paid-up Capital :	Rs. 0.200 Million
CIN No.: [Company Identification No.]	U31401PN2012PTC142539
TAN No.: [Tax Deduction & Collection Account No.]	Not Available
PAN No.: [Permanent Account No.]	Not Available
Legal Form :	Private Limited Liability Company
Line of Business :	The company is engaged in the business of design, manufacture and sale of automotive lighting applications mainly head lamps, tail lamps, fog lamps and other automotive lighting products for four wheeler Vehicle.
No. of Employees :	280 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

B (26)

RATING		STATUS	PROPOSED CREDIT LINE
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small

Status :	Moderate
Payment Behaviour :	Slow
Litigation :	Clear
Comments :	Subject is a relatively new company having moderate track record. The rating is constrained on account of company’s moderate operational risk profile and huge external borrowing taken by the company. However, trade relations are fair. Business is active. Payments are reported to be slow. The company can be considered for business dealings 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.

EXTERNAL AGENCY RATING

Rating Agency Name	Not Available
Rating	Not Available
Rating Explanation	Not Available
Date	Not Available

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 PARTED BY

Name :	Mr. Kalyan Jadhav
Designation :	Finance
Contact No.:	91-20-66752127
Date :	25.02.2015

LOCATIONS

Registered Office / Technical Center / Factory :	Survey No.279,Village Mann Hinjewadi, Taluka Mulshi, Pune - 411057, Maharashtra, India
Tel. No.:	91-20-66752100 / 66752103 / 66752127
Fax No.:	91-20-66752115
E-Mail :	rgund@varroclighting.com varroc.info@varrocgroup.com vlsinfo@varroclighting.com vlsjobs@varroclighting.com ghatiya.anil@varrocgroup.com
Website :	www.varroclighting.com http://varrocgroup.com
Location :	Owned

DIRECTORS

AS ON 05.08.2014

Name :	Mr. Tarang Jain
Designation :	Director
Address :	Gut No.41(P), Opposite Walmi Kanchanwadi, Aurangabad-Paithan Road, Aurangabad-431105, Maharashtra, India
Date of Birth/Age :	21.03.1962
Date of Appointment :	13.03.2012
DIN No.:	00027505
Name :	Mr. Ravi Mohan Damodaran
Designation :	Director
Address :	398, N1-E CIDCO, Aurangabad-431003, Maharashtra, India
Date of Birth/Age :	05.04.1966
Date of Appointment :	16.05.2013
DIN No.:	02844306

KEY EXECUTIVES

Name :	Mr. Kalyan Jadhav
Designation :	Finance

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 05.08.2014

Names of Shareholders	No. of Shares	% of Holding
Varroc Engineering Private Limited, India	19996	99.99
Tarang Jain (Beneficial Interest Held By Varroc Engineering Private Limited)	01	0.01
TOTAL	19997	100.00

AS ON 05.08.2014

Equity Shares Break Up	Percentage of Holding
Bodies corporate	100.00

BUSINESS DETAILS

Line of Business :	The company is engaged in the business of design, manufacture and sale of automotive lighting applications mainly head lamps, tail lamps, fog lamps and other automotive lighting products for four wheeler Vehicle.
Brand Names :	Not Divulged
Agencies Held :	Not Divulged
Exports :
Products :	Finished Goods
Countries :	China
Imports :
Products :	Raw Materials
Countries :	USA China
Terms :
Selling :	L/C, Cash and Credit (30 days / 60 days / 90 days)
Purchasing :	L/C, Cash and Credit (30 days / 60 days / 90 days)

GENERAL INFORMATION

Supplier :

Not Divulged

Customers :

• End Users
• OEMs

No. of Employees :

280 (Approximately)

Bankers :

Bank Name	The Saraswat Co-Operative Bank Limited
Branch	Khadkeshwar, Aurangabad
Person Name (With Designation)	Not Divulged
Contact Number	Not Divulged
Name of Account Holder	Not Divulged
Account Number	Not Divulged
Account Since (Date/Year of Account Opening)	Not Divulged
Average Balance Maintained (If Possible)	Not Divulged
Credit Facilities Enjoyed (If any)	Cash Credit = Rs. 152.400 Million
Account Operation	Not Divulged
Remarks (If any)	Not Divulged

HDFC Bank Limited, HDFC Bank Housesenapati Bapat Marg, Lower Parel W, Mumbai - 400013, Maharashtra, India

Facilities :

Secured Loan	Rs. In Million 31.03.2014	Rs. In Million 31.03.2013
Long Term Borrowings
Term Loan
From Bank	111.265	139.205
Short Term Borrowings
Working capital loans repayable on demand from banks	12.663	0.000
TOTAL	123.928	139.205
NOTE LONG TERM BORROWINGS Term Loan Term loan from bank is secured by hypothecation of Land and Building Term loans from bank are repayable in 60 equated installment beginning March 2014 along with interest of 13% p.a. SHORT TERM BORROWINGS Working capital loans from Banks are secured by hypothecation of Inventories, Book Debts and Accounts Receivable.

Banking Relations :	--
Auditors :
Name :	Price Waterhouse and Company Chartered Accountants
Address :	252,Veer Savarkar Marg, Shivaji Park, Dadar (West), Mumbai-400028, Maharashtra, India
PAN No.:	AAHFP0187A
Holding Company :	Varroc Engineering Private Limited CIN No.:- U28920MH1988PTC047335
Enterprises owned for controlled by / or over which parties described in para 2 or their relatives exercise significant influence where transactions have taken place (other than those included above ) :	Varroc Lighting Systems Inc Varroc Lighting Systems S.r.o.

CAPITAL STRUCTURE

AS ON 31.03.2014

Authorised Capital :

No. of Shares	Type	Value	Amount
50000	Equity Shares	Rs.10/- each	Rs. 0.500 Million

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
19997	Equity Shares	Rs.10/- each	Rs. 0.200 Million

FINANCIAL DATA

[all figures are in Rupees Million]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.03.2014	13.03.2012 To 31.03.2013
I. EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	0.200	0.200
(b) Reserves & Surplus	58.662	179.497
(c) Money received against share warrants	0.000	0.000
(2) Share Application money pending allotment	0.000	0.000
Total Shareholders’ Funds (1) + (2)	58.862	179.697
(3) Non-Current Liabilities
(a) long-term borrowings	531.265	559.205
(b) Deferred tax liabilities (Net)	11.713	77.485
(c) Other long term liabilities	0.000	0.000
(d) long-term provisions	1.060	4.842
Total Non-current Liabilities (3)	544.038	641.532
(4) Current Liabilities
(a) Short term borrowings	12.663	0.000
(b) Trade payables	338.538	222.303
(c) Other current liabilities	169.168	209.288
(d) Short-term provisions	25.025	14.176
Total Current Liabilities (4)	545.394	445.767
TOTAL	1148.294	1266.996
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	543.186	596.612
(ii) Intangible Assets	12.174	16.843
(iii) Capital work-in-progress	12.717	1.172
(iv) Intangible assets under development	0.000	0.000
(b) Non-current Investments	0.025	0.025
(c) Deferred tax assets (net)	0.000	0.000
(d) Long-term Loan and Advances	149.703	162.402
(e) Other Non-current assets	0.000	0.000
Total Non-Current Assets	717.805	777.054
(2) Current assets
(a) Current investments	0.000	0.000
(b) Inventories	203.121	86.749
(c) Trade receivables	129.416	128.181
(d) Cash and cash equivalents	3.045	100.609
(e) Short-term loans and advances	94.567	59.930
(f) Other current assets	0.340	114.473
Total Current Assets	430.489	489.942
TOTAL	1148.294	1266.996

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2014	13.03.2012 To 31.03.2013
	SALES
		Income	800.000 (Approximately)	759.703
		Other Income	NA
		TOTAL (A)	NA	759.703
Less	EXPENSES
		TOTAL (B)	NA	740.352
Less	PROFIT / (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		NA	19.351
Less	FINANCIAL EXPENSES (D)		NA	20.427
	PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		NA	(1.076)
Less/ Add	DEPRECIATION/ AMORTISATION (F)		NA	46.016
	PROFIT / (LOSS) BEFORE TAX (E-F) (G)		(186.607)	(47.092)
Less	TAX (H)		(65.772)	(16.146)
	PROFIT / (LOSS) AFTER TAX (G-H) (I)		(120.835)	(30.946)
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		(30.946)	0.000
	BALANCE CARRIED TO THE B/S		(151.781)	(30.946)
	EARNINGS IN FOREIGN CURRENCY		NA	4.188
	Earnings / (Loss) Per Share (Rs.)		(6042.67)	(2445.29)

Expected Sales ( 2014-2015 ) : Rs.900.000 Million

The above information has been parted by Mr. Kalyan Jadhav.

KEY RATIOS

PARTICULARS		31.03.2014	13.03.2012 To 31.03.2013
Net Profit Margin (PAT / Sales)	(%)	NA	(4.07)
Operating Profit Margin (PBIDT/Sales)	(%)	NA	2.55
Return on Total Assets (PBT/Total Assets}	(%)	(16.43)	(3.72)
Return on Investment (ROI) (PBT/Networth)		(3.17)	(0.26)
Debt Equity Ratio (Total Debt /Networth)		9.24	3.11
Current Ratio (Current Asset/Current Liability)		0.79	1.10

FINANCIAL ANALYSIS

[all figures are in Rupees Million]

DEBT EQUITY RATIO

Particular	31.03.2013	31.03.2014
	(Rs. In Million)	(Rs. In Million)
Share Capital	0.200	0.200
Reserves & Surplus	179.497	58.662
Share Application money pending allotment	0.000	0.000
Net worth	179.697	58.862
long-term borrowings	559.205	531.265
Short term borrowings	0.000	12.663
Total borrowings	559.205	543.928
Debt/Equity ratio	3.112	9.241

LOCAL AGENCY FURTHER INFORMATION

CURRENT MATURITIES OF LONG TERM DEBT

(Rs. In Million)

Particulars	31.03.2014	31.03.2013
Current Maturities Of Long Term Debt	30.480	5.080
TOTAL	30.480	5.080

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	Yes
9]	Name of person contacted	Yes
10]	Designation of contact person	Yes
11]	Turnover of firm for last two years	Yes
12]	Profitability for last two years	Yes
13]	Reasons for variation <> 20%	-----
14]	Estimation for coming financial year	Yes
15]	Capital in the business	Yes
16]	Details of sister concerns	Yes
17]	Major suppliers	No
18]	Major customers	No
19]	Payments terms	Yes
20]	Export / Import details (if applicable)	Yes
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 LOAN

Particulars	Rs. In Million 31.03.2014	Rs. In Million 31.03.2013
Long Term Borrowings
Debentures (4200000, 5% Optionally Convertible Redeemable Debentures of Rs. 100 each)	420.000	420.000
TOTAL	420.000	420.000
NOTES LONG TERM BORROWINGS The company has issued and allotted 4200000 5% unsecured optionally convertible of Rs. 100 each, fully paid up to its holding company. Varroc Engineering Private Limited vide scheme for issue of debentures dated 19^th September 2012. Terms of conversion The holder of debentures, shall have the right to request for conversion of the Debentures in full or part at any time before redemption. The terms of conversion will be finalized by the Board of Directors of the Company. Terms of redemption Subject to the redemption Clause regarding conversion of the Debentures, the unconverted portion of the Debentures will be redeemed at a premium of 5% in three installments of Rs. 35 each per debenture payable at the end of 6^th,7^th and 8^th year respectively from the date of Issue or allotment. The debentures can be rolled over/re-issued after redemption for such further period on the same or such modified terms as may be mutually agreed between both the parties. In the absence of profits during the year, the company has not transferred any amounts to debenture redemption reserve.

GENERAL INFORMATION

BUSINESS OVERVIEW

Subject is engaged in the business of design, manufacture and sale of automotive lighting applications mainly head lamps, tail lamps, fog lamps and other automotive lighting products for four wheeler passenger/ Commercial Vehicle. The company has one manufacturing plant in India and Sells primarily in India.

CHANGE OF ADDRESS

The registered office of the company has been shifted from Plot No. B 24 and 25 MIDC Chakan, Taluka Khed, Pune – 410501, Maharashtra, India to the present address w.e.f. 01.08.2012.

FIXED ASSETS

• Freehold Land
• Factory Building
• Plant and Machinery
• Factory Equipment
• Computer
• Vehicles
• Furniture
• Office Equipment’s
• 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.92.05
UK Pound	1	Rs.96.03
Euro	1	Rs.70.43

INFORMATION DETAILS

Information Gathered by :	PPT
Analysis don by :	KAR
Report Prepared by :	SNT

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	3
PAID-UP CAPITAL	1~10	4
OPERATING SCALE	1~10	4
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	3
--PROFITABILIRY	1~10	--
--LIQUIDITY	1~10	3
--LEVERAGE	1~10	3
--RESERVES	1~10	3
--CREDIT LINES	1~10	3
--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	YES
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		26

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.