MIRA INFORM REPORT

Report No. :	311148
Report Date :	04.03.2015

IDENTIFICATION DETAILS

Name :	EXEDY INDIA LIMITED [w.e.f.18.11.2010]
Formerly Known As :	CEEKAY DAIKIN LIMITED
Registered Office :	Plot No.L-4, MIDC Industrial Estate, Chikalthana, Aurangabad – 431210, Maharashtra
Country :	India
Financials (as on) :	31.03.2012
Date of Incorporation :	03.11.1973
Com. Reg. No.:	11-016985
Capital Investment / Paid-up Capital :	Rs. 60.067 Million
CIN No.: [Company Identification No.]	U34100MH1973PLC016985
TAN No.: [Tax Deduction & Collection Account No.]	MUMC10508B
PAN No.: [Permanent Account No.]	AAACC0641G
Legal Form :	A Closely Held Public Limited Liability Company
Line of Business :	Manufacturing and Selling of Clutches for Automotive Industry.
No. of Employees :	Not Available

ECGC Country Risk Classification List – December 31, 2014

Country Name	Previous Rating (30.09.2014)	Current Rating (31.12.2014)
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	CARE
Rating	Long term bank facilities : BBB-
Rating Explanation	Moderate degree of safety and moderate credit risk.
Date	09.04.2014

Rating Agency Name	CARE
Rating	Short term bank facilities : A3+
Rating Explanation	Moderate degree of safety and high credit risk.
Date	09.04.2014

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.

LOCATIONS

Registered Office/ Factory 1 :	Plot No.L-4, MIDC Industrial Estate, Chikalthana, Aurangabad – 431210, Maharashtra, India
Tel. No.:	91-22-24833341/ 2484014
Fax No.:	91-22-24833341/ 2484014
E-Mail :	ckd@exedyindia.in hjvora@exedyindia.in
Website :	http://www.exedyindia.in
Head Office :	N.K.M. International House, 4th Floor, 178, Babubhai M. Chinai Marg, Mumbai – 400020, Maharashtra, India
Tel. No.:	91-22-22020849
Factory 2 :	Plot No.9, Udyog Kendra Industrial Area, Greater Noida – 201304, Uttar Pradesh, India
Tel. No.:	91-120-2350280/ 81/ 86
Fax No.:	91-120-2350237

DIRECTORS

AS ON 31.03.2012

Name :

Mr. Pradeep B. Chinai

Designation :

Managing Director

Date of Birth/Age :

25.01.1949

Qualification :

BS Engineer

Date of Appointment :

27.07.2013

PAN No.:

AAAPC9473H

DIN No.:

00128368

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	U34100MH1973PLC016985	EXEDY INDIA LIMITED	Director	27/07/2013	22/07/1975	-	Active	NO
2	U34100MH1987PTC043866	CKANCIL ENGINEERING PVT LTD	Director	24/06/1987	24/06/1987	-	Active	NO
3	U74999MH1969PLC014218	INDIAN MERCHANTS CHAMBER	Director	29/04/1993	29/04/1993	-	Active	NO
4	U51900MH1995PTC090304	TASS OVERSEAS PRIVATE LIMITED	Additional director	06/11/2014	06/07/1995	-	Active	NO
5	U34300MH1984PTC033789	SATIN ENGINEERING PVT LTD	Director	19/08/1998	19/08/1998	06/11/2014	Active	NO
6	U22219MH1933PTC002052	THE STATES PEOPLE PVT LTD	Director	06/07/2000	06/07/2000	-	Active	NO
7	U91990MH1987NPL042142	JANMABHOOMI NEWS PAPERS EDUCATION FOUNDATION	Director	26/03/2007	26/03/2007	-	Active	NO
8	L27109PY1982PLC000199	EASTCOAST STEEL LTD	Director	24/09/2011	14/02/2011	10/07/2014	Active	NO

Name :

Akira Hirai

Designation :

Managing Director

Date of Birth/Age :

24.12.1957

Qualification :

Bachelors in Metallurgical Science

Date of Appointment :

27.07.2013

PAN No.:

AFAPH9392H

DIN No.:

03248188

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	U34100MH1973PLC016985	EXEDY INDIA LIMITED	Director	27/07/2013	27/07/2010	-	Active	NO
2	U35990KA2011FTC060621	EXEDY Clutch India Private Limited	Director	10/04/2013	28/09/2011	-	Active	NO

Name :

Mr. Mahesh Bhogilal Kothari

Designation :

Director

Date of Birth/Age :

14.10.1949

Qualification :

BS Engineer

Date of Appointment :

27.07.2013

PAN No.:

AUFPK3863L

DIN No.:

00128322

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	U34100MH1973PLC016985	EXEDY INDIA LIMITED	Director	27/07/2013	03/11/1973	-	Active	NO
2	U34100MH1987PTC043866	CKANCIL ENGINEERING PVT LTD	Director	24/06/1987	24/06/1987	-	Active	NO
3	U51900MH1995PTC090304	TASS OVERSEAS PRIVATE LIMITED	Director	15/11/2012	06/07/1995	04/01/2013	Active	NO
4	U34300MH1984PTC033789	SATIN ENGINEERING PVT LTD	Director	19/08/1998	19/08/1998	-	Active	NO

Name :

Homi C. H. Bhabha

Designation :

Director

Date of Birth/Age :

15.12.1955

Qualification :

Chartered Accountant

Date of Appointment :

20.09.1985

DIN No.:

00286072

Name :

Mr. Shreekant V. Mehta

Designation :

Director

Date of Birth/Age :

24.05.1948

Qualification :

Solicitor

Date of Appointment :

24.07.1989

DIN No.:

00318524

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	U34100MH1973PLC016985	EXEDY INDIA LIMITED	Director	24/07/1989	24/07/1989	-	Active	NO
2	U74999MH1979PTC021717	GENERAL METALLISERS PRIVATE LIMITED	Director	29/09/2004	29/09/2004	-	Active	NO
3	U72900MH2008PTC177924	VAULT INDIA MEDIA SERVICES PRIVATE LIMITED	Director	18/01/2008	18/01/2008	01/04/2009	Dormant	NO
4	U74140MH2007PTC169754	CREDAL ADVISORY SERVICES PRIVATE LIMITED	Director	24/12/2008	24/12/2008	-	Active	NO
5	U74140MH2007PTC170138	IRIS INVESTMENT ADVISORS PRIVATE LIMITED	Director	24/12/2008	24/12/2008	-	Active	NO

Name :

Mr. Bharat H. Patel

Designation :

Director

Date of Birth/Age :

23.07.1945

Date of Appointment :

10.03.2003

DIN No.:

00176784

Name :

Hideshi Shiba

Designation :

Whole-time director

Date of Birth/Age :

07.05.1963

Qualification :

B.A. in Management from University of Wisconsin

Date of Appointment :

27.07.2013

Date of Cessation :

27.11.2014

PAN No.:

CDQPS8677A

DIN No.:

02396003

KEY EXECUTIVES

Name :	Mr. Paresh Pandya
Designation :	Finance Manager
Name :	Mrs. Niharika Tripathi
Designation :	Company Secretary
PAN No.:	AJMPA9571B

MAJOR SHAREHOLDERS

AS ON 31.03.2012

Names of Shareholders	No. of Shares
Exedy Corporation, Japan	4339189
Mahesh Bhogilal Kothari	478362

BUSINESS DETAILS

Line of Business :

Manufacturing and Selling of Clutches for Automotive Industry.

Products :

ITC Code No.	Product Descriptions
87089300	Clutch Cover Assembly

Brand Names :

Not Available

Agencies Held :

Not Available

Exports :

Not Available

Imports :

Not Available

PRODUCTION STATUS (AS ON 31.03.2011)

Particulars	Unit	Installed Capacity (Qty. in Thousands Nos.)	Actual Production (Qty. in Thousands Nos.)
Clutch Plate Assembly	Nos.	2200.00	1694.50
Clutch Cover Assembly	Nos.	1800.00	1578.86
One way Clutch	Nos.	1800.00	1616.91

Note:

The installed capacity is as certified by the Managing Director and accepted by the auditors.

GENERAL INFORMATION

Supplier :

Not Available

Customers :

· Bajaj

· Eicher

· GM

· Mahindra

· Maruti Suzuki

· Mahindra

· SML Isuzu Limited

· Tata

· Toyota

· Honda

· Lombardini

· Avtec Limited

· Hero

· Yamaha

· Honda

· Ghatge Patil Limited

No. of Employees :

Not Available

Bankers :

Banker Name	Bank of Maharashtra
Person Name	Not Divulged
Contact No.	Not Divulged
Address	Industrial Finance Branch, Appeejay House, 130 Mumbai Samachar Marg, Mumbai - 400023, Maharashtra, India
Facilities	Not Divulged

Facilities :

SECURED LOANS	31.03.2012 (Rs. In Million)	31.03.2011 (Rs. In Million)
LONG-TERM BORROWINGS
Rupee term loans from banks [Joint equitable mortgage and charge over immovable assets on pari passu basis]	0.000	7.888
Deferred payment liabilities [Second Charge on Company's Movable and Immovable properties]	24.672	44.452
Loans taken for vehicles [Hypothecation of vehicles]	2.383	1.312
SHORT TERM BORROWINGS
Working capital loans from banks [Cash Credit Facility]	153.261	183.316
Total	180.316	236.968

Auditors :
Name :	D. L. Shah and Company Chartered Accountants
Address :	Avanti Apartments, A Wing, 4th Floor, Flat No. 1, Flank Road, Sion (East), Mumbai – 400022, Maharashtra, India
Income-tax PAN of auditor or auditor's firm :	AAPPS6703D
Holding company :	Exedy Corporation, Japan
Fellow Subsidiary company :	· Exedy Friction · Exedy (Thailand) Company Limited · Aisin Chemicals Company Limited · PT Exedy Indonesia · Exedy Clutch India Private Limited [U35990KA2011FTC060621] · Exedy Australia Pty Limited · Exedy Chongquing Company Limited
Associates :	Satin Engineering Private Limited [U34300MH1984PTC033789]

CAPITAL STRUCTURE

AS ON 31.03.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
9000000	Equity Shares	Rs. 10/- each	Rs. 90.000 Million
100000	Preference shares	Rs. 100/- each	Rs. 10.000 Million
	Total		Rs. 100.000 Million

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
6006696	Equity Shares	Rs. 10/- each	Rs. 60.067 Million

FINANCIAL DATA

[all figures are in Rupees Million]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.03.2012	31.03.2011
I. EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	60.067	60.067
(b) Reserves & Surplus	(212.039)	100.891
(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)	(151.972)	160.958
(3) Non-Current Liabilities
(a) long-term borrowings	403.427	487.553
(b) Deferred tax liabilities (Net)	1.510	0.757
(c) Other long term liabilities	0.000	0.000
(d) long-term provisions	5.386	3.624
Total Non-current Liabilities (3)	410.323	491.934
(4) Current Liabilities
(a) Short term borrowings	178.324	212.753
(b) Trade payables	788.901	574.492
(c) Other current liabilities	261.822	193.628
(d) Short-term provisions	19.706	19.957
Total Current Liabilities (4)	1248.753	1000.830
TOTAL	1507.104	1653.722
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	594.148	533.638
(ii) Intangible Assets	1.674	1.566
(iii) Capital work-in-progress	66.414	57.781
(iv) Intangible assets under development	3.992	2.130
(b) Non-current Investments	0.000	0.000
(c) Deferred tax assets (net)	0.000	0.000
(d) Long-term Loan and Advances	71.610	83.500
(e) Other Non-current assets	0.000	0.000
Total Non-Current Assets	737.838	678.615
(2) Current assets
(a) Current investments	0.000	0.000
(b) Inventories	359.122	378.460
(c) Trade receivables	294.476	355.202
(d) Cash and cash equivalents	48.248	159.580
(e) Short-term loans and advances	67.420	81.865
(f) Other current assets	0.000	0.000
Total Current Assets	769.266	975.107
TOTAL	1507.104	1653.722

SOURCES OF FUNDS		31.03.2010
SHAREHOLDERS FUNDS
1] Share Capital		60.067
2] Share Application Money		0.000
3] Reserves & Surplus		165.639
4] (Accumulated Losses)		0.000
NETWORTH		225.706
LOAN FUNDS
1] Secured Loans		295.262
2] Unsecured Loans		328.228
TOTAL BORROWING		623.490
DEFERRED TAX LIABILITIES		0.757
TOTAL		849.953
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		576.575
Capital work-in-progress		0.000
INVESTMENT		0.000
DEFERRED TAX ASSETS		0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	284.627
	Sundry Debtors	252.817
	Cash & Bank Balances	90.489
	Other Current Assets	0.000
	Loans & Advances	156.330
Total Current Assets		784.263
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	497.637
	Other Current Liabilities	0.189
	Provisions	13.059
Total Current Liabilities		510.885
Net Current Assets		273.378
MISCELLANEOUS EXPENSES		0.000
TOTAL		849.953

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2012	31.03.2011	31.03.2010
	SALES
		Revenue from operations	2157.438	2009.040	1535.462
		Other Income	1.270	4.907	79.755
		TOTAL	2158.708	2013.947	1615.217
Less	EXPENSES
		Cost of materials consumed	1442.102	1346.350
		Purchases of stock-in-trade	0.000	4.160
		Changes in inventories of finished goods, work-in-progress and stock-in-trade	8.461	14.144
		Employee benefit expense	206.232	162.078
		Other expenses	661.187	415.550
		TOTAL	2317.982	1942.282	1488.285
Less	PROFIT/ (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION		(159.274)	71.665	126.932
Less	FINANCIAL EXPENSES		55.607	55.232	64.365
	PROFIT/ (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION		(214.881)	16.433	62.567
Less/ Add	DEPRECIATION/ AMORTISATION		94.114	80.749	73.200
	PRIOR PERIOD ITEMS		(2.844)	(0.417)	0.000
	PROFIT/ (LOSS) BEFORE TAX		(311.839)	(64.733)	(10.633)
Less	TAX		1.091	0.015	0.021
	PROFIT/ (LOSS) AFTER TAX		(312.930)	(64.748)	(10.654)
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		(35.666)	29.082	39.736
	BALANCE CARRIED TO THE B/S		(348.596)	(35.666)	29.082
	EARNINGS IN FOREIGN CURRENCY
		FOB Value of Exports	1.822	2.049	3.261
	IMPORTS
		Raw Materials	360.301	535.233	348.787
		Capital Goods	31.484	0.691	11.404
	TOTAL IMPORTS		391.785	535.924	360.191
	Earnings/ (Loss) Per Share (Rs.)		(52.10)	(10.78)	(1.77)

KEY RATIOS

PARTICULARS		31.03.2012	31.03.2011	31.03.2010
Net Profit Margin (PAT / Sales)	(%)	(14.50)	(3.22)	(0.69)
Operating Profit Margin (PBIDT/Sales)	(%)	(7.38)	3.57	8.27
Return on Total Assets (PBT/Total Assets}	(%)	(21.71)	(4.06)	(0.78)
Return on Investment (ROI) (PBT/Networth)		2.05	(0.40)	(0.05)
Debt Equity Ratio (Total Debt/Networth)		(3.83)	4.35	2.76
Current Ratio (Current Asset/Current Liability)		0.62	0.97	1.54

LOCAL AGENCY FURTHER INFORMATION

CURRENT MATURITIES OF LONG TERM DEBT

Particulars	31.03.2012 (Rs. In Million)	31.03.2011 (Rs. In Million)	31.03.2010 (Rs. In Million)
Current maturities of long-term debt	112.546	64.616	NA

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	No
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	Yes
33]	Voter ID No of Proprietor/Partner/Director, if available	No
34]	External Agency Rating, if available	Yes

INDEX OF CHARGES

S.No.	Charge ID	Date of Charge Creation/Modification	Charge amount secured	Charge Holder	Address	Service Request Number (SRN)
1	10062383	15/06/2007	49,500,000.00	ICICI BANK LIMITED	LANDMARKRACE COURCE CIRCLE, ALKAPURI, BARODA, Gujarat - 390015, INDIA	A17682261
2	10050856	23/03/2007	20,000,000.00	BANK OF MAHARASHTRA	INDUSTRIAL FINANCE BRANCH, APPEEJAY HOUSE, 130 MU MBAI SAMACHAR MARG, MUMBAI, Maharashtra - 400023, INDIA	A15005614
3	10091908	16/11/2006	20,000,000.00	BANK OF MAHARASHTRA	INDUSTRIAL FINANCE BRANCH, APEEJAY HOUSE, 130, M. S. MARG, FORT, MUMBAI, Maharashtra - 400023, INDIA	A20519575
4	90166799	14/10/2003	15,000,000.00	UFI BANK LTD.	UPPER GROUND FLOOR; MERCENTILE HOUSE-15, KASTURBA GANDHI MARG, NEW DELHI, Delhi - 110001, INDIA	-
5	90164337	31/12/2007 *	221,400,000.00	BANK OF MAHARASHTRA	INDUSTRIAL FINANCE BRANCH,, 130, MUMBAI SAMACHAR MARG,, MUMBAI, Maharashtra - 400001, INDIA	A31581796
6	80046481	03/02/1999 *	85,000,000.00	ICICI LIMITED	163,BACKBAY RECLAMATION,, MUMABI, Maharashtra - 400020, INDIA	-
7	90163114	10/10/2003 *	447,700,000.00	THE INDUSTRIAL CREDIT AND INVESTMENT CORPN. OF IND IA LTD.	ICICI BANK TOWERS, BANDRA KURLA COMPLEX, MUMBAI, Maharashtra - 400051, INDIA	-
8	80028949	15/06/2007 *	182,700,000.00	ICICI BANK LIMITED	ICICI TOWER, BANDRA KURLA COMPLEX, BANDRA, MUMBAI, Maharashtra - 400051, INDIA	A19796101

* Date of charge modification

UNSECURED LOANS

UNSECURED LOANS	31.03.2012 (Rs. In Million)	31.03.2011 (Rs. In Million)
LONG-TERM BORROWINGS
Rupee term loans from banks	217.910	217.910
Term loans from others	127.891	167.981
Borrowing from government semi-government bodies	30.571	48.010
SHORT TERM BORROWINGS
Loans repayable on demand from others	25.063	29.437
Total	401.435	463.338

CORPORATE INFORMATION

Exedy India Limited (formerly known as Ceekay Daikin Limited) was incorporated on November 3, 1973 under the Companies Act, 1956. The Company is a subsidiary of Exedy Corporation, Japan. The Company is in business of manufacturing and sale of clutches for automotive industry.

The Company's manufacturing plants are located at Aurangabad and Greater Noida.

DELISTING

Board of Directors of the Company had approved the delisting proposal and subsequently obtained approval from the shareholders through postal ballot on 25th July, 2011 on request of one of the promoters EXEDY Corporation, Japan.

Subsequently company has obtained final delisting approval from the Bombay Stock Exchange on 16th April, 2012.

OPERATIONS

The Company has been operating plants under the policy laid down by EXEDY Corporation, Japan. Based on the policy of safety, quality, just in time quantity and cost, the company has minimized the number of accidents, even the minor one. Also waste from quality problems were reduced.

Sales have increased by around 7.4%, operating profit before interest and deprecation has decreased from Rs. 71.665 Million to a loss of Rs. 159.274 Million. Interest costs are high on account of high debt levels. Company incurred heavy burden from high interest as well as increase of imported material cost such as friction facing from Thailand due to very strong JPY against Rupee.

The Company achieved production of 1.8 million Clutch Disc and 1.7 million Clutch Covers in 2011-12. Production of One Way Clutches was 1.7 million.

The passenger vehicle segment grew by 8% y-o-y. The Commercial vehicle segment had a 17% increase in sales. Increase of the passenger vehicle segment was slower than market expectation due to high petrol and diesel price and high interest on car loan. Especially Maruti Suzuki India Limited who is our biggest customer has reduced their production due to operator unrest, our sales were adversely impacted by this. Other automotive sector such as the commercial vehicle segment and two wheeler segment showed a smart growth. Two wheelers grew by 23%.

Overall, the automotive sector showed a smart recovery from the recessionary phase.

The Company incurred an operating loss of Rs. 159.274 Million, during the current year as against an operating profit of Rs. 71.665 Million for previous year. The Sales (net of excise and inter division sales) and other income for the financial year was 2158.708 Million as against Rs. 2013.947 Million for the previous financial year.

The Sales (net of excise and inter division sales) and other income for the financial year was Rs.2158.708 Million as against Rs. 2013.947 Million for the previous financial year.

The loss is at Rs.312.930 Million as against loss of Rs. 64.748 Million in the previous year. The company has been impacted by slow market growth and higher cost such as interest on loan and imported material by stronger JPY.

NEW BUSINESS

The company has started production for new model at Maruti Suzuki India Limited and is in continuous discussion with various manufacturers for development of clutches for two, three and four wheelers.

FINANCES

The Company is considering various options to raise funds to finance additional Manufacturing capabilities for existing products as well as new products. Otherwise, the company has started company-wide financial restructuring process for investment of new business and for tight monitoring accounting work.

MANAGEMENT DISCUSSION AND ANALYSIS

INDUSTRY DEVELOPMENTS

The passenger vehicle segment grew by 8% y-o-y. The Commercial vehicle segment had a 17% increase in sales. Increase of the passenger vehicle segment was slower than market expectation due to high petrol and diesel price and high interest on car loan. Especially Maruti Suzuki India Limited who is our biggest customer has reduced their production due to labour unrest, as a result our sales were impacted. Other automotive sectors such as the commercial vehicle segment and two wheeler segment showed a smart growth. Two wheelers grew by 23%. Overall, the automotive sector showed a steady recovery from the recessionary phase.

OUTLOOK

Demand conditions for the short to medium term are expected to remain strong. However, petrol price has increased 20% as comparing to the last year. Market demand for cars may come down in near future due to high running cost and market may prefer to more diesel cars than petrol cars. To cater the above manufacturer's expectation, the company needs to look into timely investment. New product developments for commercial vehicles and diesel engine vehicles will be the key focus of the company. The pressure on raw material prices could continue. The company will concentrate more on localization of components to avoid increasing material cost by depreciation in the Rupee. Simultaneously, cost leadership measures to reduce operating costs through leveraging synergies and improved efficiency measures like supply chain management, connectivity with all our suppliers and distributors and productivity improvement throughout manufacturing lines in the company are an ongoing initiatives.

CONTINGENT LIABILITIES [AS ON 31.03.2012]

a) In respect of guarantees given by Banks and Letter of Credit opened by Banks Rs. 28.198 Million (PY: 16.185 Million).

b) Income Tax department issued notices under section 148 for re-opening the assessment for the A.Y 1996-97, the Company filed writ petitions before Hon'ble High Court at Bombay. The Hon'ble High Court at Bombay admitted the writ petition and granted ad interim stay against the proceedings.

c) Income tax assessment of the Company has been completed under the assessment year 2007-08. The Income Tax Department has raised demand for that year of Rs. 4.951 Million. The Company has preferred an appeal with the Appellate Tribunal and hearing for the same is pending.

d) The Company claimed the sales tax deferral loan for earlier years under the Package Scheme of Incentives 1993, Government of Maharashtra. However the Sales Tax Department had different opinion on the method of calculation of the deferrable amount, adopted by the Company. The total amount in dispute is Rs. 24.943 Million till date. The Company has filed a writ petitions and also obtained an interim stay orders from Hon'ble High Court of Aurangabad for the year 1995-96 and 1997-98.

e) The Sales Tax Department of Maharashtra has issued a notice for assessment for the year 1996-97 to 2000-01. The Company has made an application to the Sales Tax Authority for keeping the said assessment in abeyance in view of pending proceeding in High Court. The said applications have been accepted by the Sales Tax Department and the assessments have been kept in abeyance.

f) Sales Tax assessment for the year 2005-06 and 2008-09 are under progress in view of notices received from Maharashtra Sales Tax department. For Greater Noida plant, sales tax assessments up to the year 2008-09 are completed.

g) The Joint commissioner of Sales Tax has passed order for the year ending March 31, 2003 and determined the sales tax payable at Rs.2.327 Million. The Company has filed an appeal against the said order with Sales Tax Tribunal and the entire amount is disputed and part payment of Rs.1.140 Million is made.

h) The Joint Commissioner Sales Tax at Aurangabad has passed assessment order for the year ending March 31, 2004 and determined sales tax payable at Rs. 0.227 Million. The Company has filed an appeal before the Appellate Tribunal of sales tax and disputed the entire said tax liability. This matter is referred back for reworking to the assessing authority.

i) The Greater Noida Plant has an arrangement with The Pradeshiya Industrial and Investment Corporation of UP Limited ('PICUP') under the Deferment Benefit Scheme for the deferment of sales tax liability under the provisions of Section 4-A of the Uttar Pradesh Trade Tax Act. The Company has deposited through PICUP Rs. Nil (Previous year Rs. 5.813 Million) on account of sales tax collected from customers during the period from 1st April, 2009 to 31st December, 2009 as per the benefits available under the Scheme. The amount collected till 31st December, 2009 and paid through PICUP to the Sales Tax Department is shown as ' Secured Loan' and the amount of Rs. Nil Million (previous year Rs.1.283 Million) collected after January 1, 2009 is shown under borrowings.

j) The Company has revised the Sales Tax Return both for Aurangabad and Noida plant with effect from April 1, 1999 till the date of amalgamation, in view of the amalgamation of Exedy Ceekay Limited. Hence all the sales made between two plants have now been shown as stock transfer under the revised return instead of Central Sales' as shown earlier.

k) The Provident Fund Authorities have raised a demand of Rs.1.233 Million in respect of earlier years. The matter is pending before Appellate Tribunal and the Company has deposited Rs. 0.617 Million as per requirements.

l) The Greater Noida Plant acquired land on leasehold basis from Greater Noida Industrial Development Authority GNIDA) on 90 years lease commencing form the date of execution of the lease deed. GNIDA has the right of possession of property on default of payment of two consecutive installments as per clause II (c) of the agreement.

FIXED ASSETS

· Land

· Buildings

· Factory building

· Plant and equipment

· Factory equipments

· Other plant and equipment

· Furniture and fixtures

· Vehicles

· Motor vehicles

· Office equipment

· Computer equipments

· Other equipments

· 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. 61.82
UK Pound	1	Rs. 95.27
Euro	1	Rs. 69.14

INFORMATION DETAILS

Analysis Done by :	KAR
Report Prepared by :	SNT

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.