MIRA INFORM REPORT

Report No. :	332911
Report Date :	23.07.2015

IDENTIFICATION DETAILS

Name :	OSRAM INDIA PRIVATE LIMITED (TFR.CO. FROM DELHI TO HARYANA)
Registered Office :	459B, EPIP- HSIIDC Industrial Estate, Kundli – 131028, Haryana
Tel. No.:	91-124-4150100
Country :	India
Financials (as on) :	30.09.2014
Date of Incorporation :	22.11.1993
Com. Reg. No.:	05-034712
Capital Investment / Paid-up Capital :	Rs.1315.331 Million
CIN No.: [Company Identification No.]	U31501HR1993PTC034712
IEC No.:	Not Available
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 :	Manufacturing and Trading of Lamps and providing services to lighting industries.
No. of Employees :	Information declined by the management

RATING & COMMENTS

MIRA’s Rating :

Ba (42)

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

Maximum Credit Limit :	USD 2100000
Status :	Satisfactory
Payment Behaviour :	Slow but correct
Litigation :	Clear
Comments :	Subject is a subsidiary of "OSRAM GmbH" GERMANY, incorporated on 22nd November, 1993. It is well established company having satisfactory track record. During FY- 2014 Company have reported decline in its sales turnover marked by losses from its operations activities. The rating gained strength, to reflect the strong technical, managerial, and financial support that company receives from its parent, "OSRAM GmbH", and its established market position in the Indian lighting industry. Furthermore, the parent provides letters of support to banks for providing working capital limits to OSRAM India, which enables OSRAM India to meet its working capital requirements. These rating strengths are partially offset by the company's low operating profitability, high gearing, and exposure to intense market competition. However, trade relations seems to be fair. Business is active. Payment terms are reported as slow but correct. In view of strong support from its parent company, 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.

ECGC Country Risk Classification List – March 31, 2015

Country Name	Previous Rating (31.12.2014)	Current Rating (31.03.2015)
India	A1	A1

Risk Category	ECGC Classification
Insignificant	A1
Low	A2
Moderate	B1
High	B2
Very High	C1
Restricted	C2
Off-credit	D

EXTERNAL AGENCY RATING

Rating Agency Name	CRISIL
Rating	Long term bank facilities: A+
Rating Explanation	Adequate degree of safety and low credit risk.
Date	December 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 31-03-2013.

INFORMATION DECLINED BY

Name :	Mr. Sandeep Gupta
Designation :	Finance Department
Contact No.:	91-124-4150100
Date :	21.07.2015

LOCATIONS

Registered Office :	459B, EPIP- HSIIDC Industrial Estate, Kundli – 131028, Haryana, India
Tel. No.:	91-124-4150100
Fax No.:	Not Available
E-Mail :	n.mittal@osram.com

DIRECTORS

AS ON 18.12.2014

Name :	Mr. Gagan Mehra
Designation :	Managing director
Address :	J-603, Som Vihar, R.K. Puram, New Delhi - 110022, India
Date of Birth/Age :	01.11.1958
Date of Appointment :	20.10.2014
DIN No.:	00168950
PAN No.:	ABBPM7686C
Name :	Mr. Avinder Singh
Designation :	Whole-time director
Address :	7/32, South Patel Nagar, New Delhi, 110008, India
Date of Birth/Age :	29.08.1967
Date of Appointment :	21.06.2012
DIN No.:	03596019
PAN No.:	ABYPS5210K
Name :	Mr. Sanjay Negi
Designation :	Whole-time director
Address :	Villa no. 269, Block-A, Sector-8, Sonipat - 131001, Haryana, India
Date of Birth/Age :	09.04.1957
Date of Appointment :	17.11.2014
DIN No.:	07017505
Name :	Sesha Dama Rao
Designation :	Director
Address :	Asvini Amarisa Block-I, 3F 77 Kala Sathamman Koil Street, Ramapuram, Chennai - 600089, Tamilnadu, India
Date of Birth/Age :	07.06.1966
Date of Appointment :	09.04.2013
DIN No.:	03533195
Name :	Mr. Shengpo WU
Designation :	Director
Address :	Renaissance Harbour View Hotel, 1 Harbour Road, Wanchai,, Hong Kong, 852, Hong Kong
Date of Birth/Age :	27.05.1966
Date of Appointment :	05.07.2012
DIN No.:	05311706

KEY EXECUTIVES

Name :	Mr. Nitin Mittal
Designation :	Secretary
Address :	941, Sector 15, Part 2, Gurgaon - 122001, Haryana, India
Date of Birth/Age :	16.07.1977
Date of Appointment :	08.12.2006
PAN No:	ACQPM4839B

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 18.12.2014

Names of Shareholders	No. of Shares
OSRAM GmbH Germany, Germany	131533148
OSRAM AG Switzerland, Switzerland	1
Total	131533149

Equity Share Break up (Percentage of Total Equity)

AS ON 18.12.2014

Category	Percentage
Bodies corporate	100.00
Total	100.00

BUSINESS DETAILS

Line of Business :	Manufacturing and Trading of Lamps and providing services to lighting industries.
Brand Names :	Not Available
Agencies Held :	Not Available
Exports :	Not Divulged
Imports :	Not Divulged
Terms :	Not Divulged

PRODUCTION STATUS: NOT AVAILABLE

GENERAL INFORMATION

Suppliers :

Reference :	Not Divulged
Name of the Person :	Not Divulged
Contact No.:	Not Divulged
Since How Long Known :	Not Divulged
Maximum Limit Dealt :	Not Divulged
Experience :	Not Divulged
Remark:	Not Divulged

Customers :

Reference :	Not Divulged
Name of the Person :	Not Divulged
Contact No.:	Not Divulged
Since How Long Known :	Not Divulged
Maximum Limit Dealt :	Not Divulged
Experience :	Not Divulged
Remark:	Not Divulged

No. of Employees :

Information declined by the management

Bankers :

Banker Name	Standard Chartered Bank
Branch Address	Credit Risk Control, Narain Manzil, 23, Barakhamba Road, New Delhi - 110001, Delhi, India
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)	Not Divulged
Account Operation	Not Divulged
Remarks (If any)	Not Divulged

Auditors :
Name :	S.R. Batliboi and Company LLP Chartered Accountant
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 :	AACFS6921Q
Memberships :	Not Available
Collaborators :	Not Available
Holding company:	OSRAM GmbH
Ultimate Holding Company:	OSRAM Licht AG
Subsidiary company:	OSRAM Automotive Lamps Private Limited, India [U29253KA2010PTC052534]
Fellow Subsidiary Company:	OSRAM Slovakia A.S OSRAM China Lighting Limited OSRAM Ceska Republica S.R.O. OSRAM (China) Fluorescent Materials Company Limited OSRAM Kunshan Display Optic Company Limited OSRAM Asia Pacific Limited SITECO Beleuchtungstechnik GMBH OSRAM Sylvania INC OSRAM Korea Company Limited OSRAM Taiwan Company Limited Traxon Technologies Limited Progility Technologies Private Limited Siemens Limited OSRAM Opto Semiconductors (Malaysia) SDN. BHD. OSRAM Opto Semiconductors Asia Limited Siemens limited, China Chung Tak Lighting Control Systems Limited OSRAM Australia Pty. Limited OSRAM Asia Pacific Management Company Pt. Osram Indonesia

CAPITAL STRUCTURE

AS ON 30.09.2014

Authorised Capital :

No. of Shares	Type	Value	Amount
139500000	Equity Shares	Rs.10/- each	Rs. 1395.000 Million

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
131533149	Equity Shares	Rs.10/- each	Rs. 1315.331 Million

FINANCIAL DATA

[all figures are in Rupees Million]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	30.09.2014	30.09.2013	30.09.2012
I.              EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	1315.331	1315.331	1315.331
(b) Reserves & Surplus	(582.610)	(561.443)	(563.851)
(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)	732.721	753.888	751.480
(3) Non-Current Liabilities
(a) long-term borrowings	0.000	0.000	0.000
(b) Deferred tax liabilities (Net)	0.000	0.000	0.000
(c) Other long term liabilities	0.000	0.000	0.000
(d) long-term provisions	66.697	78.296	63.003
Total Non-current Liabilities (3)	66.697	78.296	63.003
(4) Current Liabilities
(a) Short term borrowings	1121.057	1152.924	1789.732
(b) Trade payables	1119.658	1157.592	1187.856
(c) Other current liabilities	163.119	167.889	108.239
(d) Short-term provisions	238.622	311.430	233.654
Total Current Liabilities (4)	2642.456	2789.835	3319.481
TOTAL	3441.874	3622.019	4133.964
II.          ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	788.565	816.538	976.791
(ii) Intangible Assets	0.002	0.011	0.039
(iii) Capital work-in-progress	0.454	1.593	118.325
(iv) Intangible assets under development	0.000	0.000	0.000
(b) Non-current Investments	0.000	0.000	0.000
(c) Deferred tax assets (net)	0.000	0.000	0.000
(d) Long-term Loan and Advances	206.500	197.947	28.913
(e) Other Non-current assets	0.000	0.000	0.000
Total Non-Current Assets	995.521	1016.089	1124.068
(2) Current assets
(a) Current investments	0.000	0.000	119.779
(b) Inventories	1178.201	1078.334	1129.693
(c) Trade receivables	1022.620	1029.601	987.004
(d) Cash and cash equivalents	43.925	232.227	196.732
(e) Short-term loans and advances	187.472	237.946	477.681
(f) Other current assets	14.135	27.822	99.007
Total Current Assets	2446.353	2605.930	3009.896
TOTAL	3441.874	3622.019	4133.964

PROFIT & LOSS ACCOUNT

PARTICULARS	30.09.2014	30.09.2013	30.09.2012
SALES
Income	6409.238	6615.834	5987.146
Other Income	26.304	39.567	315.137
TOTAL	6435.542	6655.401	6302.283
EXPENSES	6274.969	6607.479	6016.319
PROFIT/ (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION	160.573	47.922	285.964
FINANCIAL EXPENSES	110.458	162.068	181.898
PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION	50.115	-114.146	104.066
DEPRECIATION/ AMORTISATION	58.440	82.880	134.838
LOSS ON IMPAIRMENT OF ASSETS	12.842	471.930	0.000
EXTRA ORDINARY ITEMS (INCOME)	0.000	756.826	0.000
PROFIT/ (LOSS) BEFORE TAX	(21.167)	(87.880)	(30.772)
TAX	0.000	0.000	0.000
PROFIT/ (LOSS) AFTER TAX	(21.167)	(87.880)	(30.772)
Earnings / (Loss) Per Share (Rs.)	(0.16)	NA	NA

CURRENT MATURITIES OF LONG TERM DEBT DETAILS

Particulars	30.09.2014	30.09.2013	30.09.2012
Current Maturities of Long term debt	NA	NA	NA
Cash generated from operations	NA	NA	NA
Net cash flows from (used in) operations	(69.571)	166.086	(166.154)

KEY RATIOS

PARTICULARS		30.09.2014	30.09.2013	30.09.2012
Net Profit Margin (PAT / Sales)	(%)	(0.33)	(1.33)	(0.51)
Operating Profit Margin (PBIDT/Sales)	(%)	2.51	0.72	4.78
Return on Total Assets (PBT/Total Assets}	(%)	(0.62)	(2.43)	(0.77)
Return on Investment (ROI) (PBT/Networth)		(0.03)	(0.12)	(0.04)
Debt Equity Ratio (Total Debt /Networth)		1.53	1.53	2.38
Current Ratio (Current Asset/Current Liability)		0.93	0.93	0.91

FINANCIAL ANALYSIS

[all figures are in Rupees Million]

DEBT EQUITY RATIO

Particular	30.09.2012	30.09.2013	30.09.2014
	(Rs. In Million)	(Rs. In Million)	(Rs. In Million)
Share Capital	1315.331	1315.331	1315.331
Reserves & Surplus	(563.851)	(561.443)	(582.610)
Money received against share warrants	0.000	0.000	0.000
Share Application money pending allotment	0.000	0.000	0.000
Net worth	751.480	753.888	732.721
long-term borrowings	0.000	0.000	0.000
Short term borrowings	1789.732	1152.924	1121.057
Total borrowings	1789.732	1152.924	1121.057
Debt/Equity ratio	2.382	1.529	1.530

YEAR-ON-YEAR GROWTH

Year on Year Growth	30.09.2012	30.09.2013	30.09.2014
	(Rs. In Million)	(Rs. In Million)	(Rs. In Million)
Sales	5987.146	6615.834	6409.238
		10.501	(3.123)

NET PROFIT MARGIN

Net Profit Margin	30.09.2012	30.09.2013	30.09.2014
	(Rs. In Million)	(Rs. In Million)	(Rs. In Million)
Sales	5987.146	6615.834	6409.238
Profit	(30.772)	(87.880)	(21.167)
	(0.51%)	(1.33%)	(0.33%)

LOCAL AGENCY FURTHER INFORMATION

Sr. No.	Check list by info agents	Available in Report (Yes/No)
1	Year of establishment	Yes
2	Constitution of the entity -Incorporation details	Yes
3	Locality of the entity	Yes
4	Premises details	No
5	Buyer visit details	--
6	Contact numbers	Yes
7	Name of the person contacted	Yes
8	Designation of contact person	Yes
9	Promoter’s background	Yes
10	Date of Birth of Proprietor / Partners / Directors	Yes
11	Pan Card No. of Proprietor / Partners	Yes
12	Voter Id Card No. of Proprietor / Partners	No
13	Type of business	Yes
14	Line of Business	Yes
15	Export/import details (if applicable)	No
16	No. of employees	No
17	Details of sister concerns	Yes
18	Major suppliers	No
19	Major customers	No
20	Banking Details	Yes
21	Banking facility details	No
22	Conduct of the banking account	--
23	Financials, if provided	Yes
24	Capital in the business	Yes
25	Last accounts filed at ROC, if applicable	Yes
26	Turnover of firm for last three years	Yes
27	Reasons for variation <> 20%	--
28	Estimation for coming financial year	No
29	Profitability for last three years	Yes
30	Major shareholders, if available	Yes
31	External Agency Rating, if available	No
32	Litigations that the firm/promoter involved in	--
33	Market information	--
34	Payments terms	No
35	Negative Reporting by Auditors in the Annual Report	No

INDEX OF CHARGES: NO CHARGES EXIST FOR COMPANY

PERFORMANCE DURING THE YEAR

During the Year ended 30th September 2014, the company achieved a turnover of INR 6409.238 Million, which is a decrease of 3% in comparison to previous year.

BUSINESS OUTLOOK

The Lighting market has witnessed substantial changes during the last year with general illumination products like CFL, FTL etc facing steep decline due to LED based products. This year we expect that CFL sales will witness further sales pressure in terms of volume & price with the Government promoting LED lights at a massive scale in India.

The sales of the Company in specialty lighting products like automotive, display optics continue to be robust and the Company expects a nominal increase in sale of the products.

Increased focus on cost rationalization and improving productivity are being taken to improve the bottom line of the company.

UNSECURED LOAN

(Rs. In Million)

Particulars	As on 30.09.2014	As on 30.09.2013
SHORT TERM BORROWING
Rupee term loans from banks	893.808	830.101
Foreign currency term loans from banks	227.249	322.823
Total	1121.057	1152.924

FIXED ASSETS

Tangible assets

• Land
• Buildings
• Plant and equipment
• Furniture and fixtures
• Vehicles
• Office equipment
• Computer equipments
• Other equipments

Intangible assets

• Goodwill
• 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.63.53
UK Pound	1	Rs.99.19
Euro	1	Rs.69.60

INFORMATION DETAILS

Information Gathered by :	KAM
Analysis Done by :	KAS
Report Prepared by :	KVT

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	6
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	6
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	5
--PROFITABILITY	1~10	0
--LIQUIDITY	1~10	5
--LEVERAGE	1~10	5
--RESERVES	1~10	5
--CREDIT LINES	1~10	5
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	NO
--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		42

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.