MIRA INFORM REPORT

Report Date :

21.04.2008

IDENTIFICATION DETAILS

Name :	MEYER ORGANICS PRIVATE LIMITED
Registered Office :	A -303, Road No. 32, Wagle Estate, Thane – 400 604, Maharashtra
Country :	India
Financials (as on) :	31.03.2007
Date of Incorporation :	07.02.1981
Com. Reg. No.:	11-23845
CIN No.: [Company Identification No.]	U24239MH1981PTC023845
TAN No.: [Tax Deduction & Collection Account No.]	PNE07443C
PAN No.: [Permanent Account No.]	AABCM9346B
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturer and Exporter of Pharmaceuticals Products.

RATING & COMMENTS

MIRA’s Rating :

Aa

RATING		STATUS	PROPOSED CREDIT LINE
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

Maximum Credit Limit :	USD 740000
Status :	Very Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a well – established and reputed company having fine track records. Available information indicates high financial responsibility of the company and its management. General financial position is good. Fundamentals are strong and healthy. Payments are reported as usually correct and as per commitments. The company can be considered good for any normal business dealings. It can be regarded as a promising business partner in a medium to long – run.

INFORMATION PARTED BY

Name :	Ms. Prachi Thakkar
Designation :	Accounts

LOCATIONS

Registered Office :	A -303, Road No. 32, Wagle Estate, Thane – 400 604, Maharashtra, India
Tel. No.:	91-22-25817000
Fax No.:	91-22-25817002 / 25817030
E-Mail :	info@meyer.co.in techicalQA@meyer.co.in buysell@meyer.co.in careers@meyer.co.in cbendre@meyer.co.in webmaster@meyer.co.in
Website :	http://www.meyer.co.in
Location :	Leased
Factory :	A -177, Road No. 16 (z), Wagle Industrial Estate, Thane – 400 604, Maharashtra, India
E-Mail :	cbendre@meyer.co.in
Location :	Leased

DIRECTORS

Name :

Mrs. Uma Kelekar

Designation :

Director

Address :

203, Iris C, Unnati Garden, Opposite Devdaya Nagar, Pokharan Road No. 1, Thane -401 606, Maharashtra, India

Date of Birth/Age :

27.01.1967 / 40 years

Date of Appointment :

14.07.2006

Directorship in other companies:

CIN of the Company :	U24240MH2003PTC138653
Name of the Company :	Europlex Pharma Private Limited
Designation :	Director
CIN of the Company :	U24231MH2005PTC151985
Name of the Company :	Vitalife Products Private Limited
Designation :	Director
CIN of the Company :	U24231MH2002PTC134375
Name of the Company :	Vitabiotics (India) Private Limited
Designation :	Director

Name :

Mrs. Rohini Lalwani

Designation :

Director

Date of Birth/Age :

45 years

Name :

Mr. Harjeet Singh Kabrewal

Designation :

Director

Address :

202 Green Park Yogi Hill, Mulund (West), Mumbai – 400 080, Maharashtra, India

Name :

Mr. Dattatray Bendre

Designation :

Director

Name :

Mr. Chandrasekhar D. Bendre

Designation :

Managing Director

Qualification :

B. Pharma

Name :

Mr. M D Keny

Designation :

Director

Name :

Mr. Harjeet Singh Kaberwal

Designation :

Director

Name :

Mr. Ashok J Narvekar

Designation :

Director

Name :

Dr. Kartar T. Lalvani

Designation :

Director

Qualification :

B. Pharm, M.R. Pharm. S. F.R.S.A., (Lon), D. Sc (Bonn) President

KEY EXECUTIVES

Name :	Professor Arnold H. Beckett
Designation :	International Scientific Advisors
Qualification :	O.B.E., B. Sc, Ph. D., D. Sc, FRPharm. S., Hon DSc.'s (Heriot Watt, Leuven, Uppsala), Professor Emeritus, King's College, University of London
Name :	Dr. Ajit Lalvani
Designation :	International Scientific Advisors
Qualification :	M.A. (Oxon) M.B.B.S. (Hons) M.R.C.P. (Lon), Lecturer in Clinical Medicine, Magdalen College, Oxford
Name :	Mr. Tej Lalvani
Designation :	Vice President - Global Operations
Experience :

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

Names of Shareholders (as on 31.03.2007)		No. of Shares
Mr. Lalwani T Kartarsingh		74096
Mr. Kailsey H pushpa		6000
Mr. Lalwani Tej kartarsingh		141028
Mr. Ajit K Lalwani		141027
Omega Meyer Limited		107747
Mr. P Balasubranian		1
Mrs. Vasantha Swaminathan		1
Mrs. Rohini Lalwani		30000
	Total	499900
Equity Share Break Up (as on 31.03.2007)		Percentage
Foreign holdings (Foreign institutional investors ) foreign companies foreign financial institutions , non residents or Overseas corporate bodies or others		90.70%
Directors or relatives of the directors		6.00%
Other top fifty (50) shareholders		3.30%
Total		100.00 %

BUSINESS DETAILS

Line of Business :	Manufacturer and Exporter of pharmaceuticals products.
Exports :
Countries :	UK, Iran, Nigeria
Terms :
Selling :	Credit
Purchasing :	Credit

GENERAL INFORMATION

No. of Employees :	1020 (150 in office and 70 in Factory, Field Staff - 800)
Bankers :	Citi Bank NA Address 1 : Citibusiness, Citibank Centre, 2^nd Floor, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051, Maharashtra, India Address 2 : Fort Branch

Banking Relations :	Good
Auditors :
Name :	GPS and Associates Chartered Accountants
Address :	A – 1, Sindhi Niwas, Sitaladevi Temple Road, Mahim , Mumbai – 400 016, Maharashtra, India
Associates/Subsidiaries :	Meyer Health Care Private Limited Liability Company limited Address: Bangalore Activity: Manufacturer and Exporter of pharmaceuticals products.

CAPITAL STRUCTURE

Authorised Capital :

No. of Shares	Type	Value	Amount
500000	Equity shares	Rs. 10/- each	Rs. 5.000 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
499900	Equity shares	Rs. 10/- each	Rs. 4.999 millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2007	31.03.2006	31.03.2005
SHAREHOLDERS FUNDS
1] Share Capital		4.999	4.999	4.999
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		179.219	135.270	106.413
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		184.218	140.269	111.412
LOAN FUNDS
1] Secured Loans		118.550	83.838	27.739
2] Unsecured Loans		17.320	17.320	0.000
TOTAL BORROWING		135.870	101.158	27.739
DEFERRED TAX LIABILITIES		0.000	1.202	1.272
TOTAL		320.088	242.629	140.423
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		76.464	74.800	19.689
Capital work-in-progress		62.974	54.721	23.553
INVESTMENT		0.069	0.069	0.049
DEFERREX TAX ASSETS		3.561	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	173.703	85.813	85.961
	Sundry Debtors	156.473	136.759	92.686
	Cash & Bank Balances	18.056	12.719	3.634
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	75.615	45.567	25.243
Total Current Assets		423.847	280.858	207.524
Less : CURRENT LIABILITIES & PROVISIONS
	Current Liabilities	211.724	138.593	103.718
	Provisions	35.103	29.226	6.674
Total Current Liabilities		246.827	167.819	110.392
Net Current Assets		177.020	113.039	97.132
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		320.088	242.629	140.423

PROFIT & LOSS ACCOUNT

PARTICULARS		31.03.2007	31.03.2006
Sales Turnover including Other Income		1138.352	772.520
Profit/(Loss) Before Tax		75.108	55.499
Provision for Taxation		--	--
Profit/(Loss) After Tax		75.108	55.499
Earnings in Foreign Currency		332.905	215.860
Expenditures :
	Interest	7.883	4.654
	Depreciation & Amortization	11.763	8.470
	Other Expenditure	1043.598	703.897
Total Expenditure		1063.244	717.021

KEY RATIOS

PARTICULARS		31.03.2007	31.03.2006	31.03.2005
PAT / Total Income	(%)	6.60	7.18	NA
Net Profit Margin (PBT/Sales)	(%)	6.60	7.18	NA
Return on Total Assets (PBT/Total Assets}	(%)	15.01	15.60	NA
Return on Investment (ROI) (PBT/Networth)		0.41	0.40	NA
Debt Equity Ratio (Total Liability/Networth)		2.08	1.92	1.24
Current Ratio (Current Asset/Current Liability)		1.71	1.67	1.87

LOCAL AGENCY FURTHER INFORMATION

FORM 8:-

Corporation identity number or foreign company registrations number of the company	U24239MH1981PTC023845
Name of the company	MEYER ORGANICS PRIVATE LIMITED
Address	A -177, Road No. 16 (Z), Wagle Industrial Estate, Thane – 400 604, Maharashtra, India
This Form is for	Modification of charge
Type of Charges	Immovable property
Particular of the charge holder	Citi Bank NA Address: Citigroup Centre, Bandra Kurla Complex, G Block Bandra (East), Mumbai – 400 051, Maharashtra, India Email: vlxman@vsnl.com
Nature or description of the instrument creating charge	Constructive Memorandum of entry
Date of the instrument creating charge	12.09.2007
Amount Secure by the charge	Rs. 176.700 millions
Brief of the principal terms and conditions and extent and operation of the charge	Rate of Interest : The borrower shall pay Interest at such rate as may be determined by the bank from timer to time Terms of Repayment: On Demand Margin: As may be stipulated by bank from time to time extent and operation of the charge: Equitable mortgage created by deposit of title deeds (by way of constructive delivery) in respect of immovable properties including land and building more particularly described in column No. 14 as security fro repayment of credit facilities together with Interest , charges, costs, and expenses and other monies due and payable by the company to the bank.
Short particulars of the Property charged	Equitable mortgage of the property situated at I) Plot No. A -177, Waghale Industrial Estate, Thane and plot No. A -303, Waghale Industrial Estate, Thane , II) Plot No. 22, Thane Industrial Area, Waghale Industrial Estate, Panchapakhadi Road, District, Thane.
Particulars of the present modification	The bank has now increased credit facilities from Rs. 113.500 millions to Rs. 176.700 millions together with all Interest, costs, charges, expenses and other monies payable under or in respect of said credit facilities.

Name of the company	MEYER ORGANICS PRIVATE LIMITED
Presented By	Mr. C D Bendre
1) Date and description of instrument creating the change	Goods security agreement dated 10.03.2003, Loan agreement fro property dated 10.03.2003 and memorandum of entry dated 10.03.2003 and executed by M/s Meyer Organics Private Limited referred to as the “the company”) in favour of (hereinafter referred to as “the Lender” constituted as single charge.
2) Amount secured by the charge/amount owing on the securities of charge	Total facilities for Rs. 32.500 millions of which Rs. 30.000 millions is funded facilities and Rs. 2.500 millions in non funded facilities.
3) Short particular of the property charged. If the property acquired is subject to charge, date of the acquired of the property should be given	Hypothecation of stocks , book debts forming part of its current assets both present and future , hypothecation of other movable including (furniture, plant and machinery, vehicles, office equipment, air conditioner, computer, tools and equipments, generator) forming part of fixed assets both present and future and equitable mortgage on property situated at A -177, Road No. 16Z, Wagle Industrial Estate, Thane – 400 604
4) Gist of the terms and conditions and extent and operation of the charge.	In consideration of the lender having agreed to lend advance to the company, said facilities under the said agreement and declaration by the company , inter alia as follows: Covenant by the company to repay the facility at (2) above and pay Interest and all other monies in the manner set out in the said agreement between the company and the lender and to comply with the terms and conditions of the said conditions. Premia on prepayment or on redemption, cost, charges, and other expenses, payable by the company to the lender in respect thereof. The companies to keep the said assets in marketable and good condition and also insured as provided therein. Power of entry , power to take charge and / or possession of seize, recover, receive, appoint and sell, contract, dispatch for realisations or otherwise dispose of or deal with all or any part of the said assets, etc as provided therein.
5) Name and Address and description of the person entitled to the charge.	Citi Bank NA Address: Bandra Kurla Complex, G Block Bandra (East), Mumbai – 400 051
6) Date and brief description of instrument modifying the charge	Deed of modification dated 22.09.2005 for enhancement in credit facilities.
7) Particulars of modifications specifying the terms and conditions or the extent of operations of the charge in which modification is made and the details of the modification.	The original charge was created on 10^th March 2003 for Rs. 32.500 millions hypothecated by way of first exclusive charge on stocks, book debts, plant and machinery and equipments, etc. forming part of current and fixed assets both present and future. Subsequently the bank has enhanced facilities to the company and executed deed of modification dated 05.09.2005 for Rs. 55.000 millions, secured by first exclusive charge on stocks, book debts, plant and machinery and equipments, etc forming part of current and fixed assets both present and future. Now, at the request of the company, the bank has further enhanced the facilities to the company and executed a Deed of Modification dated 22.09.2005 for Rs. 65.000 millions, which is an enhancement of Rs. 10.000 millions, secured by first exclusive charge on current assets and fixed assets of the company.

TRADE REFRENCES:

· Nirman Impresse Private Limited, thane

· Associated Capusale Private Limited

· Print House India Limited

WEBSITE DETAILS:

Company Milestones:

1982 Meyer Organics was founded in Mumbai (India) by Dr. K. T. Lalvani

1984 Meyer commences commercial production in its state-of-the-art production at Thane.

1985 Meyer Organics enters Nigerian Market.

1986 Meyer Organics opens Export to U. K. Market.

1988 Meyer Organics opens Export to Caribbean Island and Latin America.

1989 National launch of its Formulation in the Indian Market.

1995 Meyer Organics enters Ghana Market in Africa.

2000 Pregnacare Clinical trial confirms customer confidence at national level.

2001 Our formulation gets WHO-GMP certification.

2002 Subject achieved certificate of quality system assessment from AQA International, USA for establishment of quality management system with international quality system standard ISO 9001 and Q 9001-2000 Government of India - certifies Meyer Organics as Export house

2003 Meyer Organics enters Mauritius, Middle East and Iran Market.

2004 Meyer Organics enters Vietnam and Sri Lankan markets

2005 Meyer Organics enters Cambodia, Kenya, Zambia and Azerbaijan Markets

2006 Meyer Organics enters Sierra Leone, Myanmar

2007 Meyer Organics enters Guatemala, Iraq. Upcoming markets Laos, HongKong, Bangladesh, Cameroon, Mozambique, Yemen, Nepal.

Domestic Sales Network

They have a Marketing Field Force of 1000+ personnel. Subject has presence all over India. They have their C and F and Super-Distributors in Delhi, Jalandhar, Zirakhpur, Ambala, Ghaziabad, Chandigarh, Jaipur, Dehradun, Kolkata, Cuttack, Gauhati Patna, Ranchi, Raipur, Jabalpur, Bhopal, Baroda, Mumbai, Pune, Hyderabad, Chennai and Cochin. They are handling 800+ stockists through their C and F Headquarters in India.

Human Resources

Subject provides excellent work and growth environment to people coming from diverse backgrounds. Each of these personnel possess an extensive array of experience. The culture thrives on hard work, innovation, mutual respect, and a sense of accountability and responsibility.

The employees are supported by a management team that believes in decentralized control over day - to - day activities, open communication and discussion, cross functional teams and intra-department job rotation.

Employees' performance is regularly evaluated and training and development needs are addressed accordingly. Both in-house and external training is provided to the personnel for effective execution of their responsibilities.

Subject is truly a great place to grow.

Exports

"Subject has a full regulatory affairs department, responsible for pharmaceutical export registrations world-wide.".

Subject is currently involved in establishing or growing existing markets in many countries worldwide. They have the status of Export House - "Certificate of Recognition", awarded by Ministry of Commerce and Industry, Office of the Joint Director General of Foreign Trade.

Their export department offers years of experience in developing strategic international partnerships. Subject aims to work as closely as possible with the leading local representatives, with daily contact and regular visits to local markets.

Subject works with its partner companies to develop marketing strategies tailored to each individual market. This may involve full medical detailing to GPs and hospital specialists, using specially produced detailing aids, or consumer promotion using innovative marketing techniques.

Products:

The company products are developed by a team of highly qualified pharmacists and medical consultants in collaboration with OMEGA - MEYER LIMITED. Jersey, UK and their Global Partners VITABIOTICS.

Each is based on proven clinical research evidence, published in peer reviewed, international journals. MOPL has always been the first to recognize that certain nutrients have a far greater and deeper clinical significance than was ever before imagined.

Ingredients are carefully balanced to maximize their combined effect. This synergistic interaction of vitamins and minerals bring outstanding results, without the need for excessive levels in the formulations. With certain brand leaders in the Indian market, MOPL is one of the fastest growing companies in the Indian nutraceutical market.

· Ingredients in formulations carefully balanced to maximize their combined effect.

· Formulations updated and improved on the basis of the latest research

· Products shown to be highly effective during independent clinical trials

The productivity Originality

It is exhibited through built-in packaging technology:

· preventive measures adopted voids Product Counterfeits

· holographic strips/ omega logo marks / double colored, circular brand - shield printing the techniques of packaging at MOPL protects the customer from counterfeits

Research and Development:

Their research team produces quality pharmaceutical formulations based on latest research methods using IP (Indian Pharmacopoeia)/ BP (British Pharmacopoeia)/ USP (United States Pharmacopoeia) grade raw materials.

Over the course of their history, the development of new products at the company has been fuelled by a fundamental desire to deliver natural healthcare solutions that are safe, effective, and relevant to their customers needs. The company team draws on a wealth of professional healthcare experience, spanning the fields of nutrition, clinical medicine, biochemistry and pharmaceutical science. This expertise helps us to continue delivering a consistent stream of innovative new products in diverse areas of healthcare, including the menopause, joint mobility, pregnancy, and the circulatory system.

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.39.96
UK Pound	1	Rs.78.66
Euro	1	Rs.63.31

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	8
PAID-UP CAPITAL	1~10	8
OPERATING SCALE	1~10	8
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	9
--PROFITABILIRY	1~10	7
--LIQUIDITY	1~10	8
--LEVERAGE	1~10	8
--RESERVES	1~10	8
--CREDIT LINES	1~10	8
--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		72

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.	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