MIRA INFORM REPORT

Report Date :

09.06.2008

IDENTIFICATION DETAILS

Name :	SCHILLER HEALTHCARE INDIA PRIVATE LIMITED
Registered Office :	111, Currimjee Building, Mahatma Gandhi Road, Fort, Mumbai – 400023
Country :	India
Financials (as on) :	31.12.2007
Date of Incorporation :	15.10.1997
Com. Reg. No.:	111307
CIN No.: [Company Identification No.]	U33110MH1997PTC111307
IEC No.:	0397060181
TAN No.: [Tax Deduction & Collection Account No.]	MUMS22847G
PAN No.: [Permanent Account No.]	AADCS5091B
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturer, Exporter, Importer and Trader of Cardiac, Critical Care and Spirometry Systems.

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 409405
Status :	Satisfactory
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a well – established reputed company having satisfactory track records. Trade relations are fair. Business is active. Payments are reported as usually correct and as per commitments. The company can be considered normal for business dealings at usual trade terms and conditions.

LOCATIONS

Registered Office :	111, Currimjee Building, Mahatma Gandhi Road, Fort, Mumbai – 400 023, India
Tel. No.:	91-22-28263520
Fax No.:	91-22-25263525
E-Mail :	mail@schillerindia.com schiller@vsnl.com
Website :	www.schillerindia.com
Corporate Office :	D C Silk Mills Compound, A Wing, 1^st Floor, Kondivita Lane, Andheri (East), Mumbai – 400059, Maharashtra, India
Tel No.:	91-22-8263520/8263521/6920520
Fax No.:	91-22-8263525
Email :	mail@schillerindia.com
Website :	www.schillerindia.com
Locations :	Rented
Factory 1 :	408/5-2, Ground Floor, 7^th Main, 2^nd Block, Jayanagar, Bangalore – 560011
Tel. No.:	91-80-26564045/4959/3092344
Fax No.:	91-80-26564045
Mobile :	91-9341920520
E-Mail :	seshadri@schillerindia.com
Factory 2 :	Plot No.:17, Pondy Vellupuram Road, Balaji Nagar, Mugret, Pondicherry - 605 010, Tamilnadu, India
Tel No.:	91-413-278160/279240
Fax No.:	91-413-279240
Email :	schpon@satyam.net.in
Locations :	Rented
Factory 3 :	84/85, 2^nd Cross, Aziz Nagar, Pondycherry, India
Tel No.:	91-413-3298599
Fax No.:	91-413-2202670
Locations :	Rented
Branches :	Located At : Ahmedabad Bangalore Kolkata Chennai Cochin Hyderabad New Delhi Pondicherry Pune

DIRECTORS

Name :	Dr. Alfred Schiller
Designation :	Director
Address :	Plot No.112, Sion-Koiwada Road, Sion East, Mumbai – 4000022, India
Date of Birth/Age :	08.04.1943
Date of Appointment :	26.05.2001
Name :	Mr. Rolf Haegler
Designation :	Director
Name :	Mr. Pravin Ratilal Gandhi
Designation :	Director
Address :	19 Fulchand Nivas, 5^th Floor, Chowpatty Sea Face, Mumbai – 400007, India
Date of Birth/Age :	29.06.1944
Date of Appointment :	15.10.1997
Email :	pravin@schillerindia.com
Name :	Mr. Vikram Dhirajlal Sanghvi
Designation :	Director
Address :	Flat No. 6, Shangri law, 27-A, Carmichael Road, Mumbai – 400026, India
Date of Birth/Age :	26.08.1959
Qualifications :	B. Com
Experience :	37 Years
Date of Appointment :	15.10.1997
Email :	vikram@schillerindia.com
Name :	Mr. Doppler George Domnik
Designation :	Director
Address :	Brueoelstrasse 56, Ch -6415 , Switzerland
Date of Birth/Age :	16.10.1968
Date of Appointment :	29.05.2001

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

(As on 31.03.2007)

Names of Shareholders	No. of Shares
Mr. Pravin Ratilal Gandhi	4957
Mr. Vikram Dhirajlal Sanghvi	2253
Dr. Alfred Schiller	83635
Rati Holdings Private Limited	25682
Mr. Pravin Gandhi	1365
Mr. Vikram D. Sanghvi	1081
Mrs. Sarla D. Sanghvi	2252
Mrs. Kirti R. Gandhi	2929
Mrs. Gaurang N. Sanghvi	14
Mr. Yashraj G. Sanghvi	7479
Mrs. Jayshree K. Gandhi	2028
Mrs. Bansri M Nux	528
Mrs. Janaki V. Patel	3379
Mrs. Nandita P. Gandhi	1352
Mrs. Radhika P. Gandhi	1352
Mr. Kunal P. Gandhi	1352
Mrs. Nirupama G. Sanghvi	4156
Mrs. Sarla D. Sanghvi	3481
Mr. Kirit R. Gandhi	4832
Mr. Pravin Gandhi	7536
Mrs. Amla D. Sanghvi	1
Mrs. Neeta V. Sanghvi	1
Ms. Aditi V. Sanghvi	1
Ms. Neha V. Sanghvi	1
Mrs. Naina T. Currimbhohy	1
Mrs. Bansri M. Bux	352
Mr. Vikram D. Sanghvi	4055
Mrs. Nirupama G. Sanghvi	135
Total	166190
Category	Percentage
Foreign Holding FIIs, FCs, FFIs, NRIs, OCB Or Others	49.49
Directors or relatives of directors	50.50
Others	0.01
Total	100.00

BUSINESS DETAILS

Line of Business :

Manufacturer, Exporter, Importer and Trader of Cardiac, Critical Care and Spirometry Systems.

Products :

Item Code No.	Product Description
9018	Medical Equipments

• Multi Channel ECG
• Telemedicine
• Holter Systems
• Monitoring
• Stress Test Systems
• Blood Pressure
• Spirometry Systems
• Defibrillators
• Infusion Pumps
• Pressure Injectors
• Ventilators and Anaesthesia M/C
• Surgical Diathermy
• PFT Machines
• Treadmill
• Cardioplus Defibrillator
• Oxywave Pulse Oximeter
• Solus Windows / NT based Central Monitoring System
• Truscope 2 Bedside Monitor
• Oxyscope ECG-cum-Pulse Oximeter

Agencies Held :

• Schiller AG, Switzerland
• Welch-Allyn Inc, USA
• F-Stedhan, Germany
• Medrad Incorporate, Singapore, USA
• Sunlight, Israel
• Shenzhen Carewell, China

Exports :

Products :

• Truscope
• DG- 5000

Countries :

• Malaysia
• Sri Lanka

Imports :

Products :

• Truscope
• Ventilator
• DG- 5000

Countries :

• Switzerland
• Germany

Terms :

Selling :

Advance (30 days) Credit

Purchases :

L/C, Cash and Credit Advance (30 days)

GENERAL INFORMATION

Customers :

End Users

No. of Employees :

150 ( Office – 35 and Factory – 50 and Others - 65)

Bankers :

• HDFC Bank Limited

HDFC Bank House, Senapati Bapat Marg, Lower Parel (West), Mumbai – 400013, Maharashtra, India

• Bank of India

Mumbai Main Branch, Advances Department, 70/80 M G Road, Ground Floor, Fort, Mumbai – 400001, Maharashtra, India

Facilities :

Facilities : Term loan, CC limit, L/C, Guarantee, etc. : Rs.55.000 millions

Secured Loans	31.03.2007 Rs. In Millions
From Bank
Cash Credit Accounts	80.382
Unsecured Loans
From Shareholders	25.847

Banking Relations :	Satisfactory
Auditors :
Name :	M. G. Ved and Company Chartered Accountant
Address :	Makers Bhavan No.111,203, 2^nd Floor, Behind Aaykar, New Marine Lines, Mumbai – 400020, Maharashtra, India
Tel No.:	91-22-2055812/2013293
Fax No.:	91-22-2015343
Telex :	11-5214-VIJAY IN
Memberships :	Confederation of Indian Industry
Associates/Subsidiaries :	R. Ratilal and Company 111, Currimjee Building, M. G. Road, Fort, Mumbai – 400 023, India
Joint-venture Company :	Schiller AG, Switzerland, Multi-national organization RR Group, Mumbai.

CAPITAL STRUCTURE

Authorised Capital :

No. of Shares	Type	Value	Amount
425000	Equity Share	Rs.100/- each	Rs.42.500 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
422409	Equity Share	Rs.100/- each	Rs.42.241 Millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.12.2007	31.12.2006
SHAREHOLDERS FUNDS
1] Share Capital		42.241	16.896
2] Share Application Money		0.000	0.000
3] Reserves & Surplus		39.640	24.138
4] (Accumulated Losses)		0.000	0.000
NETWORTH		81.881	41.034
LOAN FUNDS
1] Secured Loans		80.382	58.413
2] Unsecured Loans		25.847	31.500
TOTAL BORROWING		106.229	89.913
DEFERRED TAX LIABILITIES		0.282	0.884
TOTAL		188.392	131.831
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		12.113	11.393
Capital work-in-progress		3.323	0.480
INVESTMENT		0.000	0.000
DEFERREX TAX ASSETS		0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	110.421	62.682
	Sundry Debtors	121.392	98.437
	Cash & Bank Balances	7.859	8.141
	Other Current Assets	0.000	0.000
	Loans & Advances	21.914	13.218
Total Current Assets		261.586	182.478
Less : CURRENT LIABILITIES & PROVISIONS
	Current Liabilities	74.344	52.527
	Provisions	14.286	9.993
Total Current Liabilities		88.630	62.520
Net Current Assets		172.956	119.958
MISCELLANEOUS EXPENSES		0.000	0.000
TOTAL		188.392	131.831

PROFIT & LOSS ACCOUNT

PARTICULARS		31.12.2007	31.12.2006
Sales Turnover		367.700	269.763
Other Income		4.518	4.170
Total Income		372.218	273.933
Profit/(Loss) Before Tax		25.886	13.628
Provision for Taxation		8.012	2.175
Profit/(Loss) After Tax		17.874	11.453
Expenditures :
	Cost of Goods Sold	226.890	174.269
	Manpower Cost	31.849	21.932
	Establishment Expenses	16.402	15.796
	Sales and Marketing Expenses	41.912	25.475
	Rates and Taxes	12.370	9.871
	Donation	1.452	1.100
	Interests	13.013	8.597
	Depreciation & Amortization	2.442	3.264
	Other Expenditure	0.000	0.000
Total Expenditure		346.330	260.304

KEY RATIOS

PARTICULARS		31.12.2007	31.12.2006
PAT / Total Income	(%)	4.80	4.18
Net Profit Margin (PBT/Sales)	(%)	7.04	5.05
Return on Total Assets (PBT/Total Assets}	(%)	10.89	7.03
Return on Investment (ROI) (PBT/Networth)		0.32	0.33
Debt Equity Ratio (Total Liability/Networth)		2.38	3.71
Current Ratio (Current Asset/Current Liability)		2.95	2.92

LOCAL AGENCY FURTHER INFORMATION

Form 8:

Corporate identity number (CIN) Foreign company registration number	U33110MH1997PTC111307
Name of the Company	SCHILLER HEALTHCARE INDIA PRIVATE LIMITED
Address	111, Mahatma Gandhi Road, Fort, Mumbai – 400 001, Maharashtra, India
This form is for	Modification of Charge
Type of Charge	Book Debts Movable Property (not being pledge)
Particulars of the charge holder	Bank of India Mumbai Main Branch, Advances Department, 70/80 M G Road, Ground Floor, Fort, Mumbai – 400001, Maharashtra, India mumbaim@bankofindia.co.in
Nature or description of the instrument(s) creating or modifying the charge	Bank of India’s Letter dated 19.10.2007
Date of the instrument creating or modifying the charge	19.10.2007
Amount secured by the charge	Rs.71.000 Millions
Brief particulars of the principal terms and conditions and extent and operation of the charge	Rate of Interest: C/C 1.35% OPLR Min 12.60 p.a., P/C. FBP/FBN: As per HO Guidelines, L/C: At present, usannce upto 7 days-0.26% 7days to 3 months-0.46% Beyond 3 month-0.46% p.a. Guarantee: Performance Guarantees-Rs.180/-+0.61 p.a. per qtr. Or part thereof Min. for 2 quarters financial Guarantees – Rs.180/- + 0.86% p.a. per qtr. Or Part thereof Min.1.73%. Terms of Repayments: On demand Margin : As stipulated by Bank Extent and operation of the charge: Security in favour of Bank not only for the payments due under or in respect of or in connection with or in any wise connecting with the said facilities for principal with interest/commission, costs, charges and expenses and other monies under the principle and modified deeds of hypothecation but also for the payments due under or in respect of or in connection with or in any wise concerning the said facilities. Particular as per various agreements.
Short particulars of the property charged (including location of the property)	All tangible movable machineries and plant both present and future at pondichery, Banglore, Mumbai etc. or wherever else All tangible movable properties and assets of whatsoever nature (both present and future) All present and future book debts, outstanding, moneys receivalbles, claims, bills which are now due and owing or which may any time hereafter during the continuance of this security due and owing to the borrowing. Details as per agreements.
Particular of the present modification	7^th modification. The charge is reduced from Rs.82.250 Millions to Rs.71.000 Millions due to withdrawal of adhoc limit of Rs.11.250 Millions granted to the company on 30.03.2007.

Name of the company	SCHILLER HEALTHCARE INDIA PRIVATE LIMITED
Presented By	Mr. Vikram D. Sanghvi, Director
1) Date and description of instrument creating the change	Letter of Hypothecation of Stocks and Book debts dated 28^th October, 2004
2) Amount secured by the charge/amount owing on the securities of charge	Re.10.000 Millions by way of cash credit facility.
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 all stock in trade present and future consisting of raw materials, finished goods, goods in process and trading goods and other merchandise whatsoever belonging to the company wherever situate and hypothecation of all the book debts, outstanding, receivable, claims and bills which are now due and owing or which may at any time hereafter during the continuation of this security becomes due and owing to the company in the course of it business by any person firm, company or body corporate or by government municipal local or public or semi government body or authority or any body corporate or undertaking or project in public sector.
4) Gist of the terms and conditions and extent and operation of the charge.	The Bank has sanctioned cash credit facilities to the extent of Rs.10.000 Millions at the interest rate of 10.75%+Interest tax as applicable on monthly rests. The interest rate may be varied by the bank at any time. The facilities are repayable on demand.
5) Name and Address and description of the person entitled to the charge.	HDFC Bank Limited HDFC Bank House, Senapati Bapat Marg, Lower Parel (West), Mumbai – 400013, Maharashtra, India
6) Date and brief description of instrument modifying the charge	Not Applicable
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.	Not Applicable

Fixed Assets:

• Computer equipments
• Furniture
• Fixtures and fittings
• Office equipments
• Plant and machinery
• Vehicles

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.42.79
UK Pound	1	Rs.83.77
Euro	1	Rs.66.71

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	5
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	6
--PROFITABILIRY	1~10	4
--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	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		45

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