MIRA INFORM REPORT

Report Date :

04.06.2011

IDENTIFICATION DETAILS

Name :	SANDOZ PRIVATE LIMITED
Formerly Known As :	NOVARTIS ENTERPRISES PRIVATE LIMITED
Registered Office :	Sandoz House, Dr. A. B. Road, Worli, Mumbai – 400018, Maharashtra
Country :	India
Financials (as on) :	31.03.2010
Date of Incorporation :	30.03.1995
Com. Reg. No.:	11-86989
Capital Investment / Paid-up Capital :	Rs.32.000 Millions
CIN No.: [Company Identification No.]	U24230MH1995PTC086989
TAN No.: [Tax Deduction & Collection Account No.]	MUMN06026G
PAN No.: [Permanent Account No.]	AAACS9267J
Legal Form :	Private Limited Liability Company.
Line of Business :	Manufacturers, Importers and Exporters of Drugs and Tablets etc.
No. of Employees :	750 Approximately

RATING & COMMENTS

MIRA’s Rating :

A (62)

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 6010000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a subsidiary of Novartis Holding AG, Switzerland. It is a well established company having good track. Fundamentals are strong and healthy. Trade relations are reported as fair. Business is active. Payments are reported to be regular and as per commitments. Company can be considered good for normal business dealing 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.

INFORMATION DECLINED BY

Name :	Mr. Amar
Designation :	Senior Manager in Finance
Date:	04.06.2011

LOCATIONS

Registered Office :	Sandoz House, Dr. A. B. Road, Worli, Mumbai – 400018, Maharashtra, India
Tel. No.:	91-22-24939258 / 24981620 / 24982095 / 27639157
Fax No.:	91-22-24981620 / 56512121 / 24982099 / 27639064
E-Mail :	vaibhav.karandikar@sandoz.com atul.powale@sandoz.com yezdi.dhabhar@sandoz.com accounts@sandoz.com
Website :	http://www.sandoz.com
Location:	Owned
Corporate Office :	Sandoz House, Shivsagar Estate, A Block, 6^th Floor, Mumbai – 400013, Maharashtra, India
Tel. No.:	91-22-24981623
Factory:	MIDC, Plot No. 8-A/2, 8-B TTC Industrial Area, Kawle Block, Village Dighe, Opposite Thane Belapur Road, Navi Mumbai – 400 708, Maharashtra, India
Tel No.:	91-22-24982091
Fax No. :	91-22-24982099
Branch 1 :	P.O. Sandoz Baug Kolshet Road, Thane 400607, Maharashtra, India
Tel. No.:	91-22-25314080
Fax No.:	91-22-25314111
Branch 2 :	7^th Floor, Peninsula Towers, Corporate Park, Ganpatrao Kadam Marg, Off Senapati Bapat Marg, Lower Parel, Mumbai – 400013, Maharashtra, India
Tel. No.:	91-22-56512100
Fax No.:	91-22-56512121
Production Site :	Plot No. D-31and plot No. D-32, MIDC, TTC Industrial Area, Turbhe, Navi Mumbai – 400705, Maharashtra, India
Tel No.:	91-22-55910485
Fax No. :	91-22-55910472

DIRECTORS

AS ON 07.08.2009

Name :	Mr. Sanjay Tilakraj Sehgal
Designation :	Managing Directors
Address :	Flat No.5, Alipore Estate, 8/6/1 Alipore Road, Kolkata-700027, West Bengal, India
Date of Birth/Age :	11.12.1957
Date of Appointment :	18.11.2008
Name :	Mr. Gerhard O Schaefer
Designation :	Director
Address :	Breitensteinseinstrasse 9b – 83727, Schliersee, Neuhaus, Germany
Date of Birth/Age :	20.11.1950
Date of Appointment :	30.06.2005
Name :	Mr. Jean Claude Dubos
Designation :	Director
Address :	3, Rue De La, Fontaine – 68300, Saint Louis, France
Date of Birth/Age :	14.02.1951
Date of Appointment :	29.09.2005
Name :	Mr. Andreas Rummelt
Designation :	Director
Address :	Zielgass, 8 D – 79539, Lorrach, Germany
Date of Birth/Age :	09.06.1956
Date of Appointment :	30.09.2005
Name :	Mr. Cesare Frontini
Designation :	Director
Address :	Herzog – Heinrich – STR 15 80336 Munchen, Germany-000000
Date of Birth/Age :	01.12.1966
Date of Appointment :	14.04.2008
Name :	Mr. Ranjit Shahani
Designation :	Director
Address :	56 Hill Park, AG Bell Road, Malbar Hill, Mumbai – 400006, Maharashtra, India
Date of Birth/Age :	18.08.1949
Date of Appointment :	01.11.2007
Name :	Mr. Govindarajan Venkatachary
Designation :	Director
Address :	204, Vakratonda, Bhakti Mandir Road, Thane – 400602, Maharashtra, India
Date of Birth/Age :	24.08.1951
Qualification :	B. Sc
Date of Appointment :	14.04.2008

KEY EXECUTIVES

Name :	Ms. Krina
Designation :	Accounts Manager
Name :	Mr. Amar
Designation :	Senior Manager in Finance

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 07.08.2009

Names of Shareholders	No. of Shares
Novartis Holding A G (Switzerland)	3199995
Novartis A G (Switzerland)	5
Total	3200000

(AS ON 07.08.2009)

Category	Percentage
Foreign holdings [Foreign institutional investors, Foreign Companies, Foreign Financial Institutions, Non-resident Indian or Overseas corporate bodies or others]	100.00
Total	100.00

BUSINESS DETAILS

Line of Business :	Manufacturers, Importers and Exporters of Drugs and Tablets etc.
Products :	· Tablets · Bulk Drugs · Nasal Sprays
Exports :
Products :	Drugs and Tablets
Countries :	European Countries, Finland
Imports :
Products :	Drugs
Countries :	Korea, Taiwan
Terms :
Selling :	Depend
Purchasing :	Depend

GENERAL INFORMATION

Suppliers :

· Press and Pack Industries

· D M Printers

· Metakaps Engineering Company

· Pioneer Packaging

· Bhansali Packwel

· Velpack

· Mohit Enterprises

· Webtech Systems

· Sai Surya Chemical

· S Kant Healthcare Limited

· Novex Poly Films Private Limited

Customers:

Pharmaceutical Companies

No. of Employees :

750 Approximately

Bankers :

· Standard Chartered Bank, 90, M G Road, Fort, Mumbai – 400001, Maharashtra, India

· BNP Paribas, 62, Homji Street, Fort, Mumbai – 400001, Maharashtra, India

· Union Bank of India, Union Bank Bhavan, First Floor, 239, Vidhan Bhavan Marg, Nariman Point, Mumbai – 400021, Maharashtra, India

Facilities :

Particulars	As on 31.03.2010 (Rs. In Millions)	As on 31.03.2010 (Rs. In Millions)
SECURED LOANS
From Banks
Export Packaging Credit	586.117	288.402
Working Capital Demand Loans	0.000	79.500
(Secured by lien/ Hypothecation of all inventories, Book Debts and Other Receivables)
Total	586.117	367.902
UNSECURED LOANS
From Banks Export Packaging Credit	1610.017	1469.771
Cash Credit	60.933	143.275
From Others Inter-corporate Deposits (repayable on demand)	4263.658	3981.021
Total	5934.608	5594.067

Banking Relations :	--
Auditors :
Name :	Price Waterhouse Chartered Accountants
Address :	252, Veer Savarkar Marg, Shivaji Park, Dadar, Mumbai – 400028, Maharashtra, India
Holding Company :	Novartis Holding AG, Basel, Switzerland
Ultimate Holding Company:	Novartis AG, Basel, Switzerland
Associates/Subsidiaries :	Hexal Pharma Private Limited [CIN No.: U73100MH2004PTC169592]

CAPITAL STRUCTURE

AS ON 07.08.2009

Authorised Capital :

No. of Shares	Type	Value	Amount
5000000	Equity Shares	Rs.10 each	Rs.50.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
3200000	Equity Shares	Rs.10 each	Rs.32.000 Millions

NOTE

Of the above

3199995 Shares are paid up by Novartis Holding AG, Basel, Switzerland the holding company and 5 shares are held by Novartis AG, Basel, Switzerland, the ultimate holding company.

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2010	31.03.2009	31.03.2008
SHAREHOLDERS FUNDS
1] Share Capital		32.000	32.000	32.000
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		1471.108	1500.147	1571.680
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		1503.108	1532.147	1603.680
LOAN FUNDS
1] Secured Loans		586.117	367.902	798.800
2] Unsecured Loans		5934.608	5594.067	4696.493
TOTAL BORROWING		6520.725	5961.969	5495.293
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		8023.833	7494.116	7098.973
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		4520.764	4618.039	3925.706
Capital work-in-progress		843.698	430.247	1065.397
INVESTMENT		1.200	1.200	16.352
DEFERREX TAX ASSETS		2.847	28.879	38.878
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	3169.124	2181.858	2073.457
	Sundry Debtors	1751.052	1676.465	1434.972
	Cash & Bank Balances	25.152	19.283	16.259
	Other Current Assets	11.457	3.457	3.457
	Loans & Advances	1543.368	1224.263	1016.067
Total Current Assets		6500.153	5105.326	4544.212
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	3512.337	2382.885
	Current Liabilities	78.695	97.687	2343.977
	Provisions	253.797	209.003	147.595
Total Current Liabilities		3844.829	2689.575	2491.572
Net Current Assets		2655.324	2415.751	2052.640
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		8023.833	7494.116	7098.973

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2010	31.03.2009	31.03.2008
	SALES
		Income	8395.875	6435.123	4896.000
		Sale of Services	1330.669	1312.917	1562.000
		Other Income	122.848	211.135	81.000
		TOTAL (A)	9849.392	7959.175	6539.000
Less	EXPENSES
		Materials	5533.344	3790.633
		Operating Expenses	3307.422	3188.524
		Exceptional Items	109.361	(79.500)
		TOTAL (B)	8950.127	6899.657	6965.000
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		899.265	1059.518	NA
Less	FINANCIAL EXPENSES (D)		360.939	599.135	NA
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		538.326	460.383	NA
Less/ Add	DEPRECIATION/ AMORTISATION (F)		534.962	507.417	NA
	PROFIT BEFORE TAX (E-F) (G)		3.364	(47.034)	(426.000)
Less	TAX (I)		32.403	24.499	(108.000)
	PROFIT AFTER TAX (G-I) (J)		(29.039)	(71.533)	(318.000)
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		1401.936	1473.469	1792.000
	BALANCE CARRIED TO THE B/S		1372.897	1401.936	1473.000
	Earnings Per Share (Rs.)		(9.07)	(22.35)	--

KEY RATIOS

PARTICULARS		31.03.2010	31.03.2009	31.03.2008
PAT / Total Income	(%)	(0.29)	(0.90)	(4.86)
Net Profit Margin (PBT/Sales)	(%)	0.04	(0.73)	(0.09)
Return on Total Assets (PBT/Total Assets}	(%)	0.03	(0.48)	(5.03)
Return on Investment (ROI) (PBT/Networth)		0.00	(0.03)	(0.27)
Debt Equity Ratio (Total Liability/Networth)		6.90	5.65	4.98
Current Ratio (Current Asset/Current Liability)		1.69	1.90	1.82

LOCAL AGENCY FURTHER INFORMATION

SUNDRY CREDITORS DETAILS

Rs. In Millions

Particular	31.03.2010	31.03.2009	31.03.2008
Sundry Creditors	3512.337	2382.885	NA

PERFORMANCE / OPERATIONS SALES

Sales grew by 30% (Rs 1,960 millions) due to increase in both Domestic market and exports .Increase in Domestic business Rs 258 millions(by 10%) Export sales increased by Rs. 1,732 millions mainly arising out of products of Kalwe and Turbhe plants Increase in export sales as compared to earlier years amounts to 25%

PROFIT

Reduction in loss during the year was mainly on account of higher sales and better profitability.

Bankers Charges Report as per Registry

Name of the company

SANDOZ PRIVATE LIMITED

(Formerly known as Novartis Enterprises Private Limited)

Presented By

Standard Chartered Bank, 90, M G Road, Fort, Mumbai – 400001, Maharashtra, India

1) Date and description of instrument creating the change

Joint deed of hypothecation of Stocks and Book debts dated 27.06.2003

2) Amount secured by the charge/amount owing on the securities of charge

Rs.400.000 millions

(Rs. In millions)

Banks	Fund	Non-Fund	Total
Union Bank of India	50.000	50.000	100.000
BNP Paribas	100.000	5.000	105.000
Standard Chartered Bank	150.000	45.000	195.000
Total	300.000	100.000	400.000

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 by way of first pari passu charge to the Banks on

i. The whole of the Borrowers present and future stocks of raw materials, goods in process, and, all semi finished, finished and manufactured goods and articles together with all stores, components and spares which now belong to or may hereafter belong to the Borrower and or now or hereafter be held by any party to the order and disposition of the borrower and which now in or about or lying in or was at any time hereafter during the continuation of this security be brought into stores or be in or upon or about the Borrower’s factory, godown which or other premises at Mumbai or wherever else the same may be situated stored or lying or being including any such raw materials, articles or goods, stores, spares components or other similar movable property in course of transit or delivery to the Borrower (and all of which hereinafter for brevity’s sake referred to as ‘the said goods’) and

ii. Hypothecation of present and future raw materials, work in process, stores and spares, packing materials and finished goods, all other current assets in transit and lying at all the factories, godowns and premises acquired! to be acquired and also all of the Borrowers present and future book debts, outstanding moneys, receivables, claims and bills arising out of sale and disposal of goods etc.

4) Gist of the terms and conditions and extent and operation of the charge.

ROl

As would be determined by bank from time to time.

5) Name and Address and description of the person entitled to the charge.

1. Standard Chartered Bank

90, M.G. Road, Fort, Mumbai - 400 001.

2. BNP Paribas

62. Homji Street, Fort, Mumbai - 400 001.

3. Union Sank of India

Union Bank Bhavan, First Floor, 239, Vidhan Bhavan Marg, Nariman Point, Mumbai - 400 021.

6) Date and brief description of instrument modifying the charge

Supplemental Joint Deed of Hypothecation dated 20.05.2004

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 21.6.2003 fqr Rs.400.000 millions. Now by the present modification dated 20.05.2004, the limit increased from Rs.400.000 millions to Rs. 700.000 millions continue to be secured by hypothecation of goods and book debts by way of first charge ranking pari-passu inter se between the participating banks. The enhanced limits

(Rs. In millions)

Name of the Banks	Fund Based	Non-Fund Based	Total
Union Bank of India	50.000	5.000	55.000
BNP Paribas	250.000	50.00	300.000
Standard Chartered Bank	300.000	45.000	345.000
Total	600.000	100.000	700.000

This form is for	Creation of charge
Charge identification number of the modified	90158196
Corporate identity number of the company	U24230MH1995PTC086989
Name of the company	SANDOZ PRIVATE LIMITED
Address of the registered office or of the principal place of business in India of the company	Sandoz House, Dr. A. B. Road, Worli, Mumbai – 400018, Maharashtra, India
Type of charge	Book Debts Movable Property Floating Charge
Particular of charge holder	Standard Chartered Bank, 90, M G Road, Fort, Mumbai – 400001, Maharashtra, India Email ID: reenabang@rediffmail.com
Nature of description of the instrument creating or modifying the charge	Supplemental Deed of Hypothecation executed by Company in favour of Standard Chartered Bank, Union Bank of India and BNP Paribas
Date of instrument Creating the charge	28.03.2007
Amount secured by the charge	Rs.1080.000 millions
Brief particulars of the principal terms an conditions and extent and operation of the charge	Rate of Interest As determined by the Banks from time to time. Terms of Repayment As determined by Bank from time to time Margin As applicable, if any. Extent and Operation of the charge Hypothecation by way of first pari passu charge on: a) the whole of the stocks of raw materials, goods in process and semi finished, finished and manufactured goods and articles, both present and future. b) present and future raw materials, work in process, stores and spares, packging materials and finished goods, all other current assets and all present and future book debts, o/s moneys, receivables, claims and bills. Others The sharing of the following three Banks is as under: 1) Union Bank of India: Fund Based - Rs.50.000 Millions and Non Fund Based - Rs.5.000 millions - Total Rs.55.000 Millions 2) BNP Paribas: Fund Based - Rs.400.000 Millions and Non Fund Based - Rs.75.000 Millions - Total Rs.475.000 Millions 3) Standard Chartered Bank: Fund Based - Rs.400.000 Millions and Non Fund Based - Rs.1.500 millions - Total Rs.550.000 Millions Total Charge is on Rs.1080.000 millions.
Short particulars of the property charged	Hypothecation by way of first pari passu charge on: a) the whole of the stocks of raw materials, goods in process and semi finished, finished and manufactured goods and articles, both present and future. b) present and future raw materials, work in process, stores and spares, packging materials and finished goods, all other current assets and all present and future book debts, o/s moneys, receivables, claims and bills.
Date of latest modification prior to the present modification	20.05.2004
Particulars of the present modification	By way of present modification, the charge amount enhanced from Rs.700.000 millions to Rs.1080.000 millions. All other terms and conditions shall remains the same.

FIXED ASSETS

• Trademarks
• Land
• Building
• Plant and Machinery
• Furniture and Fixture
• 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.44.85
UK Pound	1	Rs.73.29
Euro	1	Rs.64.89

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
PAID-UP CAPITAL	1~10	6
OPERATING SCALE	1~10	7
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	7
--PROFITABILIRY	1~10	7
--LIQUIDITY	1~10	8
--LEVERAGE	1~10	7
--RESERVES	1~10	8
--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		62

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

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.