MIRA INFORM REPORT

Report Date :

23.04.2008

IDENTIFICATION DETAILS

Name :	UNIVERSAL MEDICARE PRIVATE LIMITED
Formerly Known As :	UNIVERSAL GENERICS PRIVATE LIMITED
Registered Office :	Punjabwadi Station - Trombay Road, Deonar, Capsulation Premises, Mumbai - 400088, Maharashtra
Country :	India
Financials (as on) :	31.03.2007
Date of Incorporation :	12.08.1971
Com. Reg. No.:	015282
CIN No.: [Company Identification No.]	U24239MH1971PTC015282
TAN No.: [Tax Deduction & Collection Account No.]	MUMU04130A
PAN No.: [Permanent Account No.]	AAACU0717B
Legal Form :	Private Limited Liability Company
Line of Business :	Trader and Marketing of Pharmaceuticals

RATING & COMMENTS

MIRA’s Rating :

A

RATING		STATUS	PROPOSED CREDIT LINE
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

Maximum Credit Limit :	USD 1102868
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a well established and reputed company having fine track. Trade relations are fair. Business is active. Payments are reported as usually correct and as per commitments. The company can be considered good for normal business dealings at usual trade terms and conditions.

INFORMATION PARTED BY

Name :	Mr. E. S. Natarajan
Designation :	Group- CFO
Contact No.:	91-22-66478484 (Extn : 316)
Date :	22.04.2008

LOCATIONS

Registered Office :	Punjabwadi Station - Trombay Road, Deonar, Capsulation Premises, Mumbai - 400088, Maharashtra, India
Tel. No.:	91-22-66478484/ 25563493/ 4038
Fax No.:	91-22-25581780/ 25564037/ 5603
E-Mail :	mail@universalmedicare.com uml@vsnl.com
Location :	Owned by company
Corporate Office :	D/177, M.I.D.C. Industrial Area, Trans Thane Creek, Thane, Maharashtra, India
Tel No.:	91-22-27682129
	The Company has 32 stock points all over India.

DIRECTORS

Name :	Mr. Vikram Tannan Normandie
Designation :	Chairman and Managing Director
Address :	Nandadip, M. L. Dahanukar Road, Mumbai – 400 026, Maharashtra, India
Qualification :	Bachelor of Commerce(Bombay), Accountancy Training in U.K. for 2 ½ years
Experience :	32 years
Date of Appointment :	12.08.1971
Previous Employment :	Capsulation Services Limited - Director
Name :	Mr. Kishan C. Narang
Designation :	Director
Address :	Nandadip, M. L. Dahanukar Road, Mumbai – 400 026, Maharashtra, India
Date of Appointment :	30.07.1984
Name :	Mr. James W. Warren
Designation :	Director
Address :	4125, Premier Drive High Point, NC 27263-8144, Australia
Date of Appointment :	29.06.1999
Name :	Mr. Dr. Aqueel Fatmi
Designation :	Director
Address :	5728, Brookstone Walk Acworth , CA 30101, USA
Date of Appointment :	19.03.2001
Name :	Mr. S. M. Kanwar
Designation:	Whole time Director
Date of Birth/Age :	63 years
Qualification:	B.Pharm Diploma in Marketing
Experience:	42 years
Date of Joining	01.11.1995
Other Directorship	Glaxo India Limited – Executive Vice President
Name :	Mr. Vivek Tannan Normandie
Designation :	Director
Date of Appointment :	22.05.2000
Name :	Mr. Rakesh Khanna
Designation :	Director
Date of Appointment :	19.03.2001
Name :	Mr. Bharat Raut
Designation :	Director
Address :	8 Freanch Bridge, Mumbai – 400007, Maharashtra, India
Date of Birth/Age :	31.08.1949
Date of Appointment :	04.04.2004
Name :	Mr. Vijay Paranjpe
Designation :	Director
Address :	4 Rajab Mahal, 144 M K Road, Mumbai – 400020, Maharashtra, India
Date of Birth/Age :	13.11.1957
Date of Appointment :	16.08.2005

KEY EXECUTIVES

Name :	Mrs. Prem Tannan
Designation :	Chairperson Emeritus
Address :	Nandadip, M. L. Dahanukar Road, Mumbai – 400 026, Maharashtra, India
Date of Appointment :	01.03.1974

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

(As on 30.12.2006)

Names of Shareholders	No. of Shares
Mr. Vikram Tannan Normandie	1861342
Mr. Vikram Tannan Normandie	104808
Mr. Vikram Tannan Normandie	169594
Mr. Vivek Tannan Normandie	317026
Mrs. Jaya Tannan	25699
Ms. Pretika Tannan	79180
Banner Pharmacaps BV	830107
Others	71009
Total	3458765

(As on 31.03.2007)

Category	Percentage
Directors or relatives of director	99.00
Other top fifty shareholders (Other than listed above)	1.00
Total	100.00

BUSINESS DETAILS

Line of Business :

Trader and Marketing of Pharmaceuticals

Products :

Pharmaceuticals Products Like :

· Tablets

· Capsules

· Liquid

Product Description	Item Code Number
Cod Liver Oil	300450
Multivitamins	300450
Antioxidants	300450

Terms :

Selling :

Cash and Credit (15-30 days)

Purchasing :

Credit (30 days)

PRODUCTION STATUS (As on 31.03.2002)

Class of Goods	Unit	Installed Capacity	Actual Production
Tablets	Lacs	5000	1140
Capsules	Nos.	--	9569
Liquid Orals	KL	3000	304

GENERAL INFORMATION

Customers :	Government Canteen Stores Congener Stockiest (99%)
No. of Employees :	Around 400
Bankers :	· HDFC Bank · The Hongkong and Shanghai Banking Corporation Limited 52/60, Mahatma Gandhi Road, Mumbai – 400001, Maharashtra, India

Banking Relations :	Satisfactory
Auditors :
Name :	Lodha and Company Chartered Accountant
Name :	Kalyaniwala Mistry and Company Chartered Accountant
Address :	Fort, Mumbai
Tel No.:	91-9833133184
Name :	RSM and Company Chartered Accountant
Address :	Ambit RSM House, 449 Senapati Bapat Marg, Lower Parel, Mumbai – 400013, Maharashtra, India
Associates/ Subsidiaries :	· Dynamic Pharmacals Private Limited · Banner Pharmacaps Inc. · Banner Pharmacaps B.V. · Capsulation Service Limited · Banner Pharmacaps (India) Private Limited · Mentholatum Pharma (India) Private Limited · Geltec Private Limited · Banner Pharmacaps Private Limited (U24231GJ1986PTC009180)

CAPITAL STRUCTURE

Authorised Capital :

No. of Shares	Type	Value	Amount
4000000	Equity Shares	Rs.10/- each	Rs.40.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
2974536	Equity Shares	Rs.10/- each	Rs.29.745 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		29.745	34.588	34.588
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		245.972	195.692	121.472
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		275.717	230.280	156.060
LOAN FUNDS
1] Secured Loans		6.269	4.058	18.709
2] Unsecured Loans		0.000	0.000	0.000
TOTAL BORROWING		6.269	4.058	18.709
DEFERRED TAX LIABILITIES		0.000	0.000	0.706
TOTAL		281.986	234.338	175.475
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		22.567	25.619	22.287
Capital work-in-progress		0.000	1.720	0.700
INVESTMENT		276.859	165.899	70.805
DEFERREX TAX ASSETS		8.930	13.988	13.171
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	78.961	72.496	90.755
	Sundry Debtors	54.415	47.177	22.221
	Cash & Bank Balances	16.360	18.486	23.340
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	29.368	69.722	120.404
Total Current Assets		179.104	207.881	256.720
Less : CURRENT LIABILITIES & PROVISIONS
	Current Liabilities	147.691	180.769	188.208
	Provisions	57.783	0.000	0.000
Total Current Liabilities		205.474	180.769	188.208
Net Current Assets		(26.370)	27.112	68.512
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		281.986	234.338	175.475

PROFIT & LOSS ACCOUNT

PARTICULARS		31.03.2007	31.03.2006	31.03.2005
Sales Turnover		760.000 (Estimated)	732.094	631.333
Other Income			0.000	0.000
Total Income			732.094	631.333
Profit/(Loss) Before Tax			104.726	155.943
Provision for Taxation		NA	0.000	0.000
Profit/(Loss) After Tax			104.726	155.943
Expenditures :
	Interests		5.693	6.117
	Depreciation	NA	3.582	3.221
	Other Expenditure		618.093	466.052
Total Expenditure			627.368	475.390

KEY RATIOS

PARTICULARS		31.03.2007	31.03.2006	31.03.2005
PAT / Total Income	(%)	NA	14.30	24.70
Net Profit Margin (PBT/Sales)	(%)	NA	14.30	24.70
Return on Total Assets (PBT/Total Assets}	(%)	NA	44.85	55.89
Return on Investment (ROI) (PBT/Networth)		NA	0.45	0.99
Debt Equity Ratio (Total Liability/Networth)		0.77	0.80	1.33
Current Ratio (Current Asset/Current Liability)		0.87	1.15	1.36

LOCAL AGENCY FURTHER INFORMATION

Form 8:

Corporate identity number (CIN) Foreign company registration number	U24239MH1971PTC015282
Name of the Company	UNIVERSAL MEDICARE PRIVATE LIMITED
Address	Capsulation Premises, Deonar, Trombay Road, Mumbai – 400088, Maharashtra, India
This form is for	Modification of Charge
Type of Charge	Book Debts Stock in Trade of the Company
Particulars of the charge holder	The Hongkong and Shanghai Banking Corporation Limited 52/60, Mahatma Gandhi Road, Mumbai – 400001, Maharashtra, India lakshmiravindran@hsbc.co.in
Nature or description of the instrument(s) creating or modifying the charge	Agreement dated 15^th June 2007 between the company and the Bank enhancing the credit limits to Rs.97.000 Millions from the existing Rs.87.500 Millions.
Date of the instrument creating or modifying the charge	15.06.2007
Amount secured by the charge	Rs.97.000 Millions
Brief particulars of the principal terms and conditions and extent and operation of the charge	Rate of Interests: HSBC-PLR on Overdraft Terms and conditions as per the Principal Agreement Dated 8^th February, 1999. Terms of Repayments: Same as in the Principal Agreement Dated 8^th February, 1999. Margin: Same as in the Principal Agreement Dated 8^th February, 1999. Extent and Operations of the charge: The charge shall operate to the extent of the facilities granted by the bank.
Short particulars of the property charged (including location of the property)	The Hypothecation assets described and defined in the Principal Agreement of Hypothecation and Hypothecation and Charges in favour of the Bank shall stand hypothecated for the credit facilities sanctioned by the Bank.
Particular of the present modification	By this modification, the credit facilities sanctioned by the limit stands increases from Rs.87.500 Millions to Rs.97.000 Millions

Name of the company	UNIVERSAL MEDICARE PRIVATE LIMITED
Presented By	The Hongkong and Shanghai Banking Corporation Limited and Universal Medicare Private Limited
1) Date and description of instrument creating the change	Dated 19^th March, 1999 Instrument of Hypothecation of Vehicles
2) Amount secured by the charge/amount owing on the securities of charge	Rs.0.410 Million
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 brand new vehicle, namely Gelo GLX MT bearing chassis No, 635097, Engine No.547443B and Registration No. MH04 AP 1021.
4) Gist of the terms and conditions and extent and operation of the charge.	The Borrower shall repay the said Loan of Rs.0.410 Million by 36 equal monthly installments of Rs.0.015 Million being payable on the day of 1^st November, 1995 and the subsequent installment being payable on the day of each succeeding month/ quarter until entire loan is repaid in full. The borrower shall pay all rents, taxes rates and outgoing in respect of the premises in which the hypothecation articles is or may be garaged and also all taxes, licence, duties, fees, registration and other charge payable in respectable in respect of the hypothecation articles. The borrower shall at the own expense keep the hypothecation article insured against all such risks as may by required by law and also against all such further and other risks as the Bank shall from time to time require for the full amount required by the Bank. The borrower shall pay interests on the loan amount @17.5% p.a. every months or by quarterly payment on the 31^st March, 30^th June, 30^th September, and 31^st December, in each year or at any other rate of interests as communication by the Bank from time to time.
5) Name and Address and description of the person entitled to the charge.	The Hongkong and Shanghai Banking Corporation Limited Network Services Centre, Sudam Kalu Ahire Marg, Worli, Mumbai – 400025, India
6) Date and brief description of instrument modifying the charge	NA
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.	NA

Trade Reference:

· Century Caps Industry

· O.K. Prints [India] Private Limited

· Fine Print Private Limited

Fixed Assets:

· Buildings

· Premises

· Plant and machinery

· Vehicles

· Brand equity

· Furniture and fixtures.

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.39.94
UK Pound	1	Rs.79.03
Euro	1	Rs.63.39

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	7
PAID-UP CAPITAL	1~10	7
OPERATING SCALE	1~10	7
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	8
--PROFITABILIRY	1~10	6
--LIQUIDITY	1~10	8
--LEVERAGE	1~10	8
--RESERVES	1~10	7
--CREDIT LINES	1~10	7
--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	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		65

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