MIRA INFORM REPORT

Report Date :

20.03.2007

IDENTIFICATION DETAILS

Name :	SANOFI-SYNTHELABO (INDIA) LIMITED
Formerly Known As :	SANOFI TORRENT (INDIA) LIMITED
Registered Office :	54/A, Sir Mathuradas Vasanji Road, Andheri [East] Mumbai – 400093, Maharashtra
Country :	India
Financials (as on) :	31.03.2006
Date of Incorporation :	20.06.1996
Com. Reg. No.:	11-137682
CIN No.: [Company Identification No.]	U24230MH2002PLC137682
TAN No.: [Tax Deduction & Collection Account No.]	MUMS35209G
PAN No.: [Permanent Account No.]	AACCS1421J
Legal Form :	A closely held public limited liability company.
Line of Business :	Manufacturing of Pharmaceutical Products.

RATING & COMMENTS

MIRA’s Rating :

Ba

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

Maximum Credit Limit :	USD 1000000
Status :	Satisfactory
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a well-established and reputed company having satisfactory track. Directors are reported as experienced and respectable businessmen. Trade relations are reported as fair. Business is active. Payments are usually correct and as per commitments. The company can be considered normal for business dealings at usual trade terms and conditions.

LOCATIONS

Registered Office :	54/A, Sir Mathuradas Vasanji Road, Andheri [East] Mumbai – 400093, Maharashtra, India
Tel. No.:	91-22-28278000
Fax No.:	91-22-28370939
E-Mail :	christophe.germain@sanofi-aventis.com info@sanofi-synthelabo.com
Website :	http://www.sanofi-synthelabo.com
Factory 1 :	Village 7 P.O. Indrad, Taluka Kadi, District Mehsana, Gujarat, INDIA

DIRECTORS

Name :	Mr. Shailesh Ayangar
Designation :	Whole Time Director
Address :	3 A / 3 B, Benreeza Apartment, 24 Khan Abdul Gaffar Khan Road, Worli, Mumbai – 400025, Maharashtra, India
Date of Birth/Age :	15.10.1954
Date of Appointment :	18.11.2005
Name :	Mr. Antonie Orloti (French)
Designation :	Director
Address :	62, Chemin Des Hauts Degrisy 78860 Saint Nomla Breteche, France
Date of Birth/Age :	25.05.1953
Date of Appointment :	14.02.2002
Name :	Mr. Christophe Germain
Designation :	Director
Address :	Steesha Apartments Flat No 17, Mount Mary Road, Bandra West, Mumbai – 400050, Maharashtra, India
Date of Birth/Age :	02.01.1968
Date of Appointment :	27.05.2005
Name :	Mr. Jean Louis Grunwald
Designation :	Director
Address :	110, Coronation Road, West Singapore – 269337
Date of Birth/Age :	20.05.1961
Date of Appointment :	27.05.2005
Name :	Mr. Didier Benoit (French)
Designation :	Director
Address :	65 Rue La Fontaine Paris – 75016, France
Date of Birth/Age :	28.06.1958
Date of Appointment :	15.05.2002
Date of Ceasing :	26.05.2005
Name :	Mr. Bruno Grele
Designation :	Director
Address :	1526, Carissa Street Dasmarinas Village Makati City, Phillipines
Date of Birth/Age :	09.12.1956
Date of Appointment :	13.08.2001
Date of Ceasing :	31.03.2005
Name :	Mr. Phillipp Guodbach
Designation :	Director
Address :	55 Rue Du Cherche-Midi Paris – 75006, France
Date of Birth/Age :	29.06.1961
Date of Appointment :	19.02.2003
Name :	Mr. Alexandre De Carvalho
Designation :	Director
Address :	Beachwood House Flact Nos 401/490 Jusswalla, Wadi Juhu Tara Road, Mumbai – 400049, Maharashtra, India
Date of Birth/Age :	21.09.1960
Date of Appointment :	01.04.2005
Date of Ceasing :	25.09.2005
Name :	Mr. Olivier Charmeil
Designation :	Director
Address :	75, Rue De Courcelles Paris – 75008, France
Date of Birth/Age :	19.02.1963
Date of Appointment :	24.02.2006
Name :	Mr. Francois Pierre Delille
Designation :	Director
Address :	75, Rue De Courcelles Paris – 75008, France
Date of Birth/Age :	31.03.1958
Date of Appointment :	24.02.2006

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

Names of Shareholders	No. of Shares
Sanofi-Aventis	27999994
Shailesh Ayyangar	1
Antoine Ortoli	1
Aventis Pharma Parti Cipations	1
Secipe	1
Sanofi Developpment Pharma	1
SPI	1
Total	28000000

Category	Percentage of Holding
Bodies corporate	100.00 %

BUSINESS DETAILS

Line of Business :

Manufacturing of Pharmaceutical Products.

Products :

Product Description	Item Code No. (ITC Code)
Sodium Valporate	300490.81
Aminodarone [Cordarone]	300490.11
Clopidogrel [Plavix]	300490.99
Low Molecule Weight Heparine	300490.11

Thrombosis

Plavix® (clopidogrel bisulfate)  

Cardiovascular

Cordarone® (amiodarone hydrochloride)  

Adenocor IV® (adenosine)  

Primacor IV® (milrinone lactate)  

Central Nervous System

Valparin® (sodium valproate + Valproic acid)  

Depakote® (divalproex Sodium)  

Aedon™ (clobazam)

Stilnoct® (zolpidem tartrate)  

Internal Medicine

Myoril® (thiocolchicoside)  

Imports :

Products :

Raw materials mainly Sodium Valproate, Aminodarine, Ticlopidine, etc

Countries :

United States of America and Europe

Terms :

Purchasing :

L/C terms

GENERAL INFORMATION

No. of Employees :	25
Bankers :	BNP Paribas, Sakar – II, Ellisbridge, Ahmedabad, Gujarat

Banking Relations :	Satisfactory
Auditors :
Name :	S. R. Batliboi and Company Chartered Accountants
Address :	6^th Floor, Express Tower, Nariman Point, Mumbai – 400021, Maharashtra, India
Holding Company :	Sanofi-Aventis
Associates/Subsidiaries :	Ø Sanofi-Synthelabo [Malaysia] Sdn. Bhd. Ø PT Sanofi-Synthelabo Combiphar Ø Sanofi-Synthelabo Groupe Ø Sanofi-Synthelabo Recherche Ø Sanofi-Synthelabo [Singapore] Pte. Limited Ø Sanofi-Winthrop Indusries Ø Aventis Pharma Limited Ø Chinoin Ø Sanofi-Synthelabo Thailand Limited

CAPITAL STRUCTURE

Authorised Capital :

No. of Shares	Type	Value	Amount
28,000,000	Equity Shares	Rs. 10/- each	Rs. 280.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
28,000,000	Equity Shares	Rs. 10/- each	Rs. 280.000 Millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2006	31.03.2005	31.03.2004
SHAREHOLDERS FUNDS
1] Share Capital		280.000	280.000	280.000
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		0.000	0.000	0.000
4] (Accumulated Losses)		[10.510]	[43.612]	[90.257]
NETWORTH		269.490	236.388	189.743
LOAN FUNDS
1] Secured Loans		0.000	0.000	0.000
2] Unsecured Loans		0.000	0.000	100.000
TOTAL BORROWING		0.000	0.000	100.000
DEFERRED TAX LIABILITIES
TOTAL		269.490	236.388	289.743
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		70.484	154.376	238.507
Capital work-in-progress		0.921	0.000	0.000
INVESTMENT		0.000	0.000	0.000
DEFERREX TAX ASSETS		21.897	34.115	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	101.416	74.725	71.994
	Sundry Debtors	30.392	18.025	37.825
	Cash & Bank Balances	102.427	18.793	5.755
	Other Current Assets	4.228	4.725	0.000
	Loans & Advances	33.097	7.956	22.627
Total Current Assets		271.560	124.224	138.201
Less : CURRENT LIABILITIES & PROVISIONS
	Current Liabilities	88.478	66.151	79.198
	Provisions	6.894	10.176	7.767
Total Current Liabilities		95.372	76.327	86.965
Net Current Assets		176.188	47.897	51.236
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		269.490	236.388	289.743

PROFIT & LOSS ACCOUNT

PARTICULARS		31.03.2006	31.03.2005	31.03.2004
Sales Turnover		647.958	574.468	725.829
Other Income		12.878	16.189	13.627
Total Income		660.836	590.657	739.456
Profit/(Loss) Before Tax		58.597	13.140	[20.398]
Provision for Taxation		25.495	[33.505]	[3.540]
Profit/(Loss) After Tax		33.102	46.645	[16.858]
Earnings in Foreign Currency :
	Export Earnings	NA	0.519	0.000
	Other Earnings	NA	3.156	0.000
Total Earnings		NA	3.675	0.000
Imports :
	Raw Materials	NA	0.000	8.016
	Goods for Resale	NA	72.368	125.911
	Capital Goods	NA	0.000	0.182
Total Imports		NA	72.368	134.109
Expenditures :
	Material Cost	0.000	0.000	358.447
	Finance Cost	0.000	0.000	22.540
	Raw Material Consumed	16.450	0.000	0.000
	Purchases made for re-sale	248.479	255.596	0.000
	Increase/(Decrease) in Finished Goods	[16.898]	[2.731]	0.000
	Salaries, Wages, Bonus, etc.	67.634	69.928	0.000
	Managerial Remuneration	5.772	7.930	0.000
	Payment to Auditors	0.902	0.721	0.000
	Interest	0.003	1.992	0.000
	Insurance Expenses	2.748	1.772	0.000
	Depreciation & Amortization	83.882	86.522	106.190
	Other Expenditure	193.267	155.787	272.677
Total Expenditure		602.239	577.517	759.854

KEY RATIOS

PARTICULARS		31.03.2006	31.03.2005	31.03.2004
PAT / Total Income	(%)	5.01	7.90	[2.28]
Net Profit Margin (PBT/Sales)	(%)	9.04	2.29	[2.81]
Return on Total Assets (PBT/Total Assets}	(%)	17.13	4.72	[5.41]
Return on Investment (ROI) (PBT/Networth)		0.22	0.06	[0.11]
Debt Equity Ratio (Total Liability/Networth)		0.35	0.32	0.99
Current Ratio (Current Asset/Current Liability)		2.85	1.63	1.59

LOCAL AGENCY FURTHER INFORMATION

HISTORY

The company was incorporated on 20^th June, 1996 at Ahmedabad in Gujarat having Company Registration No. 29991.

The company was incorporated as Private Limited Company and later converted into a Limited Company on turnover criteria Under Section 43(a) of, Indian Companies Act, 1956.

Subject was promoted as Joint-Venture between:

SANOFI PHARMA-OF FRANCE

And

TORRENT PHARMACEUTICALS LIMITED, Ahmedabad, India.

On 31.03.2002 Sanofi – France have bought the entire equity from Torrent Pharmaceuticals Limited.

Now subject is a wholly owned subsidiary of : Sanofi-Synthelabo of France.

Subject have received approval from CLB & R.O.C. for change of name from Sanoni Torrent (India) Limited to Sanofi-Synthelabo (India) Limited.

Company’s registered office was transferred from Ahmedabad to Mumbai.

FIXED ASSETS

Ø Plant and Machinery

Ø Furniture and Fittings

Ø Office Equipments

Ø Computers

Ø Software

Ø Trademark

Ø Vehicles

AS PER WEBSITE

One of the world’s largest pharmaceutical companies serving the cause of improving health and wellbeing.

Sanofi-aventis is one of the world’s leading pharmaceutical companies.

Present in more than 100 countries, with around 11,000 scientists, they have around 100,000 employees working to improve health and wellbeing. Their Global headquarters are in Paris, France.

7 Major Therapeutic areas

Sanofi-aventis focuses its activities on 7 major therapeutic areas: 

• Cardiovascular Diseases 
• Thrombosis
• Oncology
• Central Nervous System Disorders 
• Metabolic Disorders
• Internal Medicine
• Vaccines    

Great medicines for millions of patients

The sanofi-aventis portfolio of marketed products includes several medicines that are world leaders in their respective classes, in the areas of thrombosis, cardiovascular disease, bone disease, epilepsy, diabetes and cancer. 

In India sanofi-aventis markets Allegra® etc... among other products.

A highly productive and innovative R&D

With more than 20 research centres on three continents, sanofi-aventis coordinates its Research and Development on a worldwide basis. The sanofi-aventis annual R&D budget exceeds four billion euros and ranks among the three largest budgets of the global pharmaceutical industry. Sanofi-aventis currently possesses one of the richest and most innovative portfolios in the industry.

Sanofi-aventis India provides medicines for the treatment of patients in several therapeutic areas: cardiology, thrombosis, oncology, metabolic disorders, central nervous system disorders, internal medicine and vaccines.

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 records 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.43.39
UK Pound	1	Rs.85.16
Euro	1	Rs.57.60

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
PAID-UP CAPITAL	1~10	6
OPERATING SCALE	1~10	6
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	7
--PROFITABILIRY	1~10	5
--LIQUIDITY	1~10	6
--LEVERAGE	1~10	6
--RESERVES	1~10	5
--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	YES
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		51

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	Unfavourable & favourable factors carry similar weight in credit consideration. Capability to overcome financial difficulties seems comparatively below average/normal.	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
NR		In view of the lack of information, we have no basis upon which to recommend credit dealings	No Rating

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