MIRA INFORM REPORT

Report Date :

24.08.2011

IDENTIFICATION DETAILS

Name :	MAKERS LABORATORIES LIMITED
Registered Office :	Plot No. 54D, Kandivali Industrial Estate, Kandivali [West], Mumbai – 400067, Maharashtra
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	09.07.1984
Com. Reg. No.:	04-033389
Capital Investment / Paid-up Capital :	Rs.49.170 Millions
CIN No.: [Company Identification No.]	L24230MH1984PLC033389
TAN No.: [Tax Deduction & Collection Account No.]	MUMM21112A
PAN No.: [Permanent Account No.]	AAACM4984E
Legal Form :	A Public Limited Liability company. The company’s Shares are Listed on the Stock Exchange.
Line of Business :	The company is engaged in Manufacturing pharmaceutical formulations and drug intermediaries
No. of Employees :	191 [Approximately]

RATING & COMMENTS

MIRA’s Rating :

Ba [45]

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

Maximum Credit Limit :	USD 817000
Status :	Satisfactory
Payment Behaviour :	Usually Correct
Litigation :	Clear
Comments :	Subject is an established company having Satisfactory track. Trade relations are reported as fair. Business is active. Payments are reported to be usually correct and as per commitments. The Company can be considered normal for business dealings at usual trade terms and conditions.

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

ECGC Country Risk Classification List – June 30, 2010

Country Name	Previous Rating (01.04.2010)	Current Rating (30.06.2010)
India	A1	A1

Risk Category	ECGC Classification
Insignificant	A1
Low	A2
Moderate	B1
High	B2
Very High	C1
Restricted	C2
Off-credit	D

LOCATIONS

Registered Office :	Plot No. 54D, Kandivali Industrial Estate, Kandivali [West], Mumbai – 400067, Maharashtra, India
Tel. No.:	Not Available
Fax No.:	Not Available
E-Mail :	prashant@ipca.co.in
Website :	http://www.ipca.co.in
Factory 1 :	Plot No. 29/3, Phase III, GIDC Industrial Estate, Naroda, Ahmedabad – 382330, Gujarat, India
Factory 2 :	A-163, Phase-1, MIDC, Dombivli (East) - 421 203, Dist. Thane, Maharashtra, India

DIRECTORS

As on 31.03.2011

Name :	K. C. Jain
Designation :	Director
Name :	Sudarshan Loyalka
Designation :	Director
Name :	Dr. Rajeshwar Singh
Designation :	Director
Name :	Prashant Godha
Designation :	Executive Director
Name :	Purnima Jain
Designation :	Whole-time Director

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 30.06.2011

Names of Shareholders	No. of Shares	Percentage of Holding
(A) Shareholding of promoters and Promoter Group
1. Indian
Individuals / Hindu Undivided Family	392895	7.99
Bodies Corporate	2477052	50.38
Sub Total (A) (1)	2869947	58.37
(B) Public Shareholding
1. Institutions
Financial Institutions / Banks	100	--
Sub Total (B) (1)	100	--
2. Non Institutions
Bodies Corporate	181392	3.69
Individual shareholders holding nominal share capital up to Rs. 0.100 million	1419989	28.88
Individual shareholders holding nominal share capital in excess of Rs. 0.100 million	358613	7.29
Any Others [Specify]	86939	1.77
Clearing Members	6730	0.14
Market Maker	1951	0.04
Hindu Undivided Families	10878	0.22
Non Resident Indians	67380	1.37
Sub Total (B) (2)	2046933	41.63
(B) = (B) (1) + (B) (2)	2047033	41.63
Shares held by custodians and against which depository receipts have been issued (C)	--	--
Total (A) + (B) +(C)	4916980	100.00

BUSINESS DETAILS

Line of Business :

The company is engaged in Manufacturing pharmaceutical formulations and drug intermediaries

Products :

Products Description	ITC Code No.
Chloroquine Phosphate	300490-31
Amoxycillin Trihydrate	300410-30
Paracetamol Tablets	300490-05
Tablets / Capsules Orals/Liquids Injectables Bulk Drugs/ Intermediates Creams and Ointments

PRODUCTION STATUS As on 31.03.2011

Particulars	Unit	Licensed Capacity	Installed Capacity	Actual Production
Tablets / Capsules	Lacs	-	-	12847
Orals/Liquids	Kilo Ltrs	-	-	9
Injectables	Lacs	-	396	149
Bulk Drugs/ Intermediates	MT	-	60	106

• Installed capacity, being of a technical nature is not verified by the Auditors.
• Production includes production under contract manufacturing

GENERAL INFORMATION

No. of Employees :

191 [Approximately]

Bankers :

• AXIS Bank Limited
• State Bank of India

Facilities :

Secured Loan [Rs. in million]	31.03.2011	31.03.2010
Demand Cash Credit from AXIS Bank Limited	100.496	84.784
Term Loan from AXIS Bank Limited	13.976	20.600
Total	114.472	105.384
Unsecured Loan [Rs. in million]	31.03.2011	31.03.2010
Dealers Deposits	9.945	10.395
Other Deposits	0.025	0.025
Total	9.970	10.420

Banking Relations :	--
Auditors :
Name :	Agarwal and Mangal Chartered Accountant
Address :	14/16, Popatwadi, 1st Floor, Kalbadevi Road, Mumbai- 400 002, Maharashtra, India
Entities where control exists	Kaygee Investments Private Limited Exon Laboratories Private Limited Paschim Chemicals Private Limited
Other Related Parties :	Halewood Laboratories Private Limited Ellora Organic Industries Private Limited. Nipra Industries Private Limited Kaygee Loparex Private Limited Keymed

CAPITAL STRUCTURE

As on 31.03.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
7,500,000	Equity Shares	Rs.10/-each	Rs.75.000 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
4,916,980	Equity Shares	Rs.10/-each	Rs.49.170 millions

Of the above :

3,02,700 Equity Shares of Rs.10/- each alloted as fully paid-up to the shareholders of erstwhile Makers Drugs and Food Products Limited, pursuant to the Scheme of Amalgamation.

5,71,440 Equity Shares of Rs.10/- each being alloted as fully paid-up to the shareholders of Harleystreet Pharmaceuticals Limited pursuant to the Scheme of Amalgamation.

As per the Scheme of Amalgamation, the Authorised Share Capital of Harleystreet Pharmaceuticals Limited of Rs.15.000 millions is combined with the Authorised Share Capital of the Company.

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

Particulars		31.03.2011	31.03.2010	31.03.2009
SHAREHOLDERS FUNDS
1] Share Capital		49.170	43.455	43.455
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		155.212	97.823	74.916
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		204.382	141.278	118.371
LOAN FUNDS
1] Secured Loans		114.472	105.384	65.342
2] Unsecured Loans		9.970	10.420	9.755
TOTAL BORROWING		124.442	115.804	75.097
DEFERRED TAX LIABILITIES		5.978	2.755	2.692
TOTAL		334.802	259.837	196.161
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		121.216	62.029	30.836
Capital Advances		3.171	1.235	7.697
INVESTMENT		45.993	44.013	48.666
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	78.903	77.902	68.827
	Sundry Debtors	71.500	67.396	50.364
	Cash & Bank Balances	7.861	0.963	0.914
	Interest Accrued on Investments	0.006	0.006	0.005
	Loans & Advances	54.887	52.273	26.123
Total Current Assets		213.157	198.540	146.233
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	29.416	31.822	28.594
	Other Current Liabilities	10.807	5.470	6.107
	Provisions	8.512	8.688	2.570
Total Current Liabilities		48.735	45.980	37.271
Net Current Assets		164.422	152.560	108.962
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		334.802	259.837	196.161

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		Income	455.773	439.590	406.296
		Other Income	86.354	23.543	17.026
		TOTAL (A)	542.127	463.133	423.322
Less	EXPENSES
		Material Cost and Inventory Adjustments	331.161	311.141	290.327
		Personnel Cost	52.835	29.768	24.797
		Manufacturing and Other Expenses	93.326	69.429	65.606
		TOTAL (B)	477.322	410.338	380.730
Less	PROFIT/LOSS BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		64.805	52.795	42.592
Less	FINANCIAL EXPENSES (D)		6.440	4.574	4.836
	PROFIT/LOSS BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		58.365	48.221	37.756
Less/ Add	DEPRECIATION/ AMORTISATION (F)		7.046	1.794	1.304
	PROFIT / LOSS BEFORE TAX (E-F) (G)		51.319	46.427	36.452
Less	TAX (I)		16.775	18.453	12.978
Add	Exceptional Items - Depreciation of previous year written back (net of deferred tax of Rs.0.200 million)		0.000	0.000	0.388
	PROFIT / LOSS AFTER TAX (G-I) (J)		34.544	27.974	23.862
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		25.243	12.336	30.412
Less	APPROPRIATIONS
		General Reserve	30.000	10.000	41.938
		Proposed Dividend	4.917	4.345	0.000
		Tax on Dividend	0.798	0.722	0.000
	BALANCE CARRIED TO THE B/S		24.072	25.243	12.336
	IMPORTS
		Capital Goods	1.878	0.000	0.000
	TOTAL IMPORTS
	Earnings Per Share (Rs.)		7.03	6.44	5.40

QUARTERLY RESULTS

PARTICULARS	30.06.2011
Type	4^th Quarter
Sales Turnover	123.540
Total Expenditure	118.120
PBIDT (Excl OI)	5.420
Other Income	0.330
Operating Profit	5.750
Interest	2.020
Exceptional Items	0.000
PBDT	3.730
Depreciation	2.490
Profit Before Tax	1.240
Tax	0.410
Reported PAT	0.830
Extraordinary Items	0.000
Prior Period Expenses	0.000
Other Adjustments	0.000
Net Profit	0.820

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	6.37	6.04	5.64
Net Profit Margin (PBT/Sales)	(%)	11.26	10.56	8.97
Return on Total Assets (PBT/Total Assets}	(%)	15.35	17.82	20.59
Return on Investment (ROI) (PBT/Networth)		0.25	0.33	0.31
Debt Equity Ratio (Total Liability/Networth)		0.85	1.14	0.95
Current Ratio (Current Asset/Current Liability)		4.37	4.32	3.92

LOCAL AGENCY FURTHER INFORMATION

Management Discussion and Analysis

a) Financial Performance and Operations Review

Sales and other income for the financial year under report amounted to Rs.542.127 millions as compared with Rs.463.133 millions for the previous year, a growth of 17%.

During the financial year under report, the Company has made a net profit after tax of Rs.34.544 millions as compared to a net profit after tax of Rs.27.974 millions in the previous financial year, a growth of 23%. The Company is continuously adding new products and improving the distribution channel in the Indian market.

b) Merger of Harleystreet Pharmaceuticals Limited with the Company

Harleystreet Pharmaceuticals Limited, a Company engaged in the manufacturing of pharmaceuticals, has merged

with the Company pursuant to a Scheme of Amalgamation under Sections 391 to 394 of the Companies Act, 1956 sanctioned by the Hon’ble High Court of Judicature at Bombay vide order dated 25th March, 2011.

Contingent liabilities

Contingent liabilities not provided for in respect of :

(Rs. In Millions )

Particulars	31.03.2011	31.03.2010
a) Corporate Guarantee given to AXIS Bank Ltd on behalf of Halewood Laboratories Pvt. Ltd, under third party manufacturing arrangement for which the Company holds counter Guarantee.	15.000	15.000
b) Counter Guarantees given to AXIS Bank & State Bank of India in respect of guarantees given by the bank on behalf of the Company to Government Authorities	0.168	0.261

FIXED ASSETS :

· Free hold Land

· Lease hold Land

• Building
• Plant and Machinery
• Furniture and Fixtures
• Intangible Assets [Software]
• Effluent Treatment Plant
• 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.45.68
UK Pound	1	Rs.75.29
Euro	1	Rs.65.77

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	5
--PROFITABILIRY	1~10	5
--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	NO
--LISTED	YES/NO	YES
--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	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
-	NB	New Business	-

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.