MIRA INFORM REPORT

Report Date :

18.11.2011

IDENTIFICATION DETAILS

Name :	WOCKHARDT LIMITED
Registered Office :	Wockhardt Towers, Bandra-Kurla Complex, Bandra (East), Mumbai – 400 051, Maharashtra
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	08.07.1999
Com. Reg. No.:	11-120720
Capital Investment / Paid-up Capital :	Rs.7999.350 Millions
CIN No.: [Company Identification No.]	L24230MH1999PLC120720
TAN No.: [Tax Deduction & Collection Account No.]	NSKW00152F
PAN No.: [Permanent Account No.]	AAACW2472M
Legal Form :	A Public Limited Liability company. The company’s Shares are Listed on the Stock Exchange.
Line of Business :	Manufacturing and Marketing of Pharmaceuticals in the form of Injections, Liquids and solutions, Agro Products, Tablets and Capsules, Ointments, Powders, Bulk Drugs, large volume parenterals and others.
No. of Employees :	7000 (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 27000000
Status :	Satisfactory
Payment Behaviour :	Usually correct
Litigation :	Clear
Comments :	Subject is an established company having satisfactory track. There appears some accumulated losses recorded by the company. Profitability of the company is under pressure. However, Trade relations are reported as fair. Business is active. Payments are reported to be usually correct as per commitment. The company can be considered for normal 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 – September 30, 2011

Country Name	Previous Rating (30.06.2011)	Current Rating (30.09.2011)
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 / Corporate Office :	Wockhardt Towers, Bandra-Kurla Complex, Bandra (East), Mumbai – 400 051, Maharashtra, iNDIA
Tel. No.:	91-22-26534444 / 26533333
Fax No.:	91-22-26522727 / 26522828 / 26534242
E-Mail :	wock@giasbm01.vsnl.net.in wockhard@giasbm01.vsnl.net.in ocassubhoy@wockhardtin.com spathak@wockhardt.com contactus@wockhardt.com jmanmadkar@wockhardt.com
Website :	www.wockhardt.com
Manufacturing Plant 1 :	Wockhardt Biotech Park, H14/2 M.I.D.C., Area Waluj, Aurangabad - 431136, Maharashtra, India
Tel. No.:	91-240-6626444
Fax No.:	91 240 6626333
Manufacturing Plant 2 :	L1 M.I.D.C., Chikalthana, Aurangabad - 431210, Maharashtra, India
Tel. No.:	91-240-6637444
Fax No.:	91-240-6637333
Manufacturing Plant 3 :	87A Bhimpore, Nani Daman - 396210, India
Tel. No.:	91-260-6610300 / 6610333
Fax No.:	91-260-2220940
Manufacturing Plant 4 :	106/4,5,7 Kadaiya, Nani Daman 396210, India
Tel. No.:	91260-6531306
Fax No.:	91-260-2220214
Manufacturing Plant 5 :	138 G.I.D.C. Estate, Ankleshwar 393002, District Bharuch, Gujarat, India
Tel. No.:	91-2646-661444
Fax No.:	91-2646-661555
Manufacturing Plant 6 :	57, Kunjhal, Barotiwala, Nalagarh, District Solan, Himachal Pradesh 174103, India
Tel. No.:	91-1795-664490
Fax No.:	91-1795-664242
Manufacturing Plant 7 :	Ash Raod North, Wexham Industrial Estate, Wrexham, LL13 9UF, Wales, UK
Tel. No.:	+44-1978-661261
Fax No.:	+44-1978-660130
Manufacturing Plant 8 :	Ballymacarbry Clonmel Co., Tippearary, Ireland
Tel. No.:	+353-52-6186000
Fax No.:	+353-52-6136311
Manufacturing Plant 9 :	6451, Main Street, Morton Frove, III Inois 60053-2633, USA
Tel. No.:	+1-847+9675600
Fax No.:	+1-847-9672211
International Office :	Located at USA UK Ireland France
Research Centres :	Located at India UK Ireland USA

DIRECTORS

As on 31.03.2011

Name :	Dr. Habil Khorakiwala
Designation :	Chairman
Name :	Dr. Murtaza Khorakiwala
Designation :	Managing Director
Name :	Dr. Huzaifa Khorakiwala
Designation :	Executive Director
Name :	Mr. Sirjiwan Singh
Designation :	Managing Director - Wockhardt UK and Pinewood

KEY EXECUTIVES

Name :	Mr. V R Khetan
Designation :	Company Secretary
Name :	Mr. Sunil Khera
Designation :	President - North America and India
Name :	Mr. Sanjeev Mehta
Designation :	President - Supply Chain Quality Generics and API Sales
Name :	Dr. Yatendra Kumar
Designation :	President - RandD, Global IP, Regulatory and QA/QC
Name :	Mr. Giri Giridhar
Designation :	President - Finance
Name :	Mr. Ajay Sahni
Designation :	President - Wockhardt France Vice President Finance, Europe
Name :	Mr. Nalin Garg
Designation :	President - Human Resources

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 30.09.2011

Category of Shareholders	No. of Shares	Percentage of Holding
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Individuals / Hindu Undivided Family	887625	0.81
Bodies Corporate	79697757	73.11
Sub Total	80585382	73.93
(2) Foreign
Total shareholding of Promoter and Promoter Group (A)	80585382	73.93
(B) Public Shareholding
(1) Institutions
Mutual Funds / UTI	739618	0.68
Financial Institutions / Banks	5203487	4.77
Insurance Companies	1363711	1.25
Foreign Institutional Investors	1247074	1.14
Sub Total	8553890	7.85
(2) Non-Institutions
Bodies Corporate	3320246	3.05
Individuals
Individual shareholders holding nominal share capital up to Rs. 0.100 Million	10086458	9.25
Individual shareholders holding nominal share capital in excess of Rs. 0.100 Million	5745341	5.27
Any Others (Specify)	715258	0.66
Clearing Members	234264	0.21
Directors and their Relatives and Friends	124600	0.11
Non Resident Indians	347894	0.32
Trusts	2500	--
Foreign Corporate Bodies	6000	0.01
Sub Total	19867303	18.23
Total Public shareholding (B)	28421193	26.07
Total (A)+(B)	109006575	100.00
(C) Shares held by Custodians and against which Depository Receipts have been issued	--	--
Promoters and Promoters Group	--	--
Public	429328	--
Sub Total	429328	--
Total (A)+(B)+(C)	109435903	--

BUSINESS DETAILS

Line of Business :	Manufacturing and Marketing of Pharmaceuticals in the form of Injections, Liquids and solutions, Agro Products, Tablets and Capsules, Ointments, Powders, Bulk Drugs, large volume parenterals and others.
Products :	· Spasmoproxyvon · Proxyvon · Methycobal

PRODUCTION STATUS (As on 31.03.2011)

Particulars	Unit	Installed Capacity	Actual Production
Injections	Ltrs.	262000	116862
Liquids and Solutions	Ltrs.	3000000	2411848
Tablets and Capsules	Nos. in Lacs	83240	70997
Ointments	Kgs.	160000	93595
Powder	Kgs.	--	5878639
Bulk Drugs	Kgs.	520400	360403

GENERAL INFORMATION

No. of Employees :

7000 (Approximately)

Bankers :

• ICICI Bank
• State Bank of India
• IDBI Bank
• Bank of India
• Punjab National Bank
• HDFC Bank
• ING Vysya Bank
• Indian Overseas Bank

Facilities :

Secured Loan	As on 31.03.2011 (Rs. in Millions)	As on 31.03.2010 (Rs. in Millions)
(a) 10% Redeemable Non-convertible Debentures	2000.000	2000.000
(b) Rupee Denominated Term Loans
(i) From banks	8005.370	8046.440
(ii) From others	759.000	750.000
(c) Working capital loan from Banks	3521.320	4546.850
Total	12285.690	13343.290

Note :

(A) Debentures are redeemable at par in four annual installments of Rs.500 million each starting from August 7, 2012. Debentures are secured by first charge on pari-passu basis:

(i) by way of mortgage of immovable properties and hypothecation of movable assets at Plot No. L-1, D-4, Chikhalthana, Aurangabad, Plot No. 138, Ankleshwar, Gujarat, Plot No. 87A, Bhimpore, Daman and Biotech Park H-14/2, MIDC Waluj, Aurangabad;

(ii) by way of mortgage of immovable properties and hypothecation of movable assets situated at Jagraon, Punjab.

(iii) by way of mortgage of immovable properties and hypothecation of movable assets of Company’s wholly owned subsidiary i.e. Wockhardt Infrastructure Development Limited situated at Shendra, Aurangabad; and by way of second charge on pari-passu basis on current assets of the Company at all locations.

(B) Term Loans and Working Capital Loans are secured as under:

(I) Pursuant to the approved Corporate Debt Restructuring Package, the rupee denominated term loans from banks amounting to Rs.6,442.13 million are secured by first charge on pari-passu basis and rupee denominated term loans from banks amounting to Rs.1,388.24 million are secured by third charge on pari-passu basis:

(i) by way of mortgage of immovable properties and hypothecation of movable assets at Plot No. L-1, D - 4, Chikhalthana, Aurangabad, Plot No. 138, Ankleshwar, Gujarat, Plot No. 87A, Bhimpore, Daman and Biotech Park H-14/2, MIDC Waluj, Aurangabad.

(ii) by way of mortgage of immovable properties and hypothecation of movable assets situated at Jagraon, Punjab.

(iii) by way of mortgage of immovable properties and hypothecation of movable assets of Company’s wholly owned subsidiary i.e. Wockhardt Infrastructure Development Limited situated at Shendra, Aurangabad. Further, loans amounting to Rs.6,442.13 million are secured by second charge on pari-passu basis and loans amounting to Rs.1,388.24 million are secured by third charge on pari-passu basis on current assets of the Company at all locations.

(II) Pursuant to the approved Corporate Debt Restructuring Package, the rupee denominated term loans from banks amounting to Rs.175 million are secured by third charge on pari-passu basis:

(i) by way of mortgage of immovable properties at Plot No. L-1, D-4, Chikhalthana, Aurangabad, Plot No. 87A, Bhimpore, Daman and Biotech Park H-14/2, MIDC Waluj, Aurangabad and hypothecation of current assets of the Company at all locations.

(ii) by way of mortgage of immovable properties and hypothecation of movable assets situated at Jagraon, Punjab.

(iii) by way of mortgage of immovable properties and hypothecation of movable assets of Company’s wholly owned subsidiary i.e Wockhardt Infrastructure Development Limited situated at Shendra, Aurangabad.

(iv) the Company is in the process of creating charge on immovable property at Plot No. 138, Ankleshwar, Gujarat and movable assets of the Company at all locations.

(III) Pursuant to the approved Corporate Debt Restructuring Package, the rupee denominated loans from others amounting to Rs.750 million are secured by third charge on pari-passu basis:

(i) by way of mortgage of immovable properties at Plot No. L-1, D-4, Chikhalthana, Aurangabad, Plot No. 87A, Bhimpore, Daman, Plot No. 138, Ankleshwar and Biotech Park H-14/2, MIDC Waluj, Aurangabad and by way of hypothecation of current assets of the Company at all locations.

(ii) by way of mortgage of immovable properties and hypothecation of movable assets situated at Jagraon, Punjab.

(iii) by way of mortgage of immovable properties and hypothecation of movable assets of Company’s wholly owned subsidiary i.e. Wockhardt Infrastructure Development Limited situated at Shendra, Aurangabad.

(iv) the Company is in the process of creating charge on movable assets of the Company at all locations.

(IV) The rupee denominated term loan from others amounting to Rs.9 million is secured by first charge on pari-passu basis by hypothecation of movable properties of the Company (except book debts) at all locations.

(V) Out of working capital facilities amounting to Rs.3,521.32 million, pursuant to the approved Corporate Debt Restructuring Package, the working capital facilities amounting to Rs.3,259.82 million are secured by way of second charge on pari-passu basis:

(i) by way of mortgage of immovable properties and hypothecation of movable assets at Plot No. L-1, D - 4, Chikhalthana, Aurangabad, Plot No. 138, Ankleshwar, Gujarat, Plot No. 87A, Bhimpore, Daman and Biotech Park H-14/2, MIDC Waluj, Aurangabad;

(ii) by way of mortgage of immovable properties and hypothecation of movable assets situated at Jagraon, Punjab;

(iii) by way of mortgage of immovable properties and hypothecation of movable assets of Company’s wholly owned subsidiary i.e. Wockhardt Infrastructure Development Limited situated at Shendra, Aurangabad; and by way of first charge on pari-passu basis on current assets of the Company at all locations. The working capital facilities amounting to Rs.261.50 million are secured by first pari passu charge on inventories and debtors.

(C) Out of the above secured loans, a sum of Rs.14,015.19 million are also secured by irrevocable personal guarantee by H.F. Khorakiwala, Chairman.

Unsecured Loan	As on 31.03.2011 (Rs. in Millions)	As on 31.03.2010 (15 Months) (Rs. in Millions)
Long term
Sales tax deferral loan [Of the above Rs.4.29 million (Previous Period – Rs.2.17 million) is repayable within one year]	49.600	51.770
From Others [Of the above Rs.1.89 million (Previous Period – Rs.1.89 million) is repayable within one year]	47.610	18.900
Short term
Zero Coupon Foreign Currency Convertible Bonds	4588.230	4464.020
From Others	0.000	103.380
Total	4685.440	4638.070

Banking Relations :	--
Auditors :
Name :	Haribhakti and Company Chartered Accountants
Solicitors :	Crawford Bayley and Company Amarchand and Mangaldas ans Suresh A. Shroff and Company Majmudar and Company
Holding Company :	Khorakiwala Holdings and Investments Private Limited
Associate :	Swiss Biosciences AG
Subsidiaries :	Wockhardt UK Holdings Limited (formerly, Wockhardt UK Limited) CP Pharmaceuticals Limited CP Pharma (Schweiz) AG Wallis Group Limited The Wallis Laboratory Limited Wockhardt Farmaceutica Do Brazil Limited Wallis Licensing Limited Wockhardt Biopharm Limited Vinton Healthcare Limited Wockhardt Infrastructure Development Limited ZandZ Services GmbH (formerly, esparma GmbH) Wockhardt Europe Limited Wockhardt Nigeria Limited Wockhardt USA LLC w.e.f. October 3, 2008 (formerly, Wockhardt USA Inc.,) Wockhardt EU Operations (Swiss) AG Wockhardt UK Limited Wockhardt Cyprus Limited Wockpharma Ireland Limited Pinewood Laboratories Limited Nonash Limited Atlantis USA Inc., (Dissolved on April 30, 2010) Laboratoires Negma S.A.S. (formerly, Negma Lerads S.A.S.) Wockhardt France (Holdings) S.A.S. esparma AG Wockhardt Holding Corp Morton Grove Pharmaceuticals, Inc. MGP Inc. Girex S.A.S. Mazal Pharmaceutique S.A.R.L. Laboratoires Pharma 2000 S.A.S. (formerly, Pharma 2000 S.A.S.) Hariphar S.C. Niverpharma S.A.S. Cap Dermatology S.A.R.L (merged with Niverpharma S.A.S. on November 2, 2010) Negma Beneulex S.A. S.C.I. Salome DMH S.A.S. (Liquidated on March 25, 2011) Phytex S.A.S. Scomedia S.A.S. Laboratoires Lerads S.A.S.
Related Parties ;	Palanpur Holdings and Investments Private Limited Wockhardt Hospitals Limited Merind Limited
Fellow Subsidiary :	Carol Info Services Limited

CAPITAL STRUCTURE

As on 31.03.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
250000000	Equity Shares	Rs.5/- each	Rs.1250.000 Millions
2000000000	Preference Shares	Rs.5/- each	Rs.10000.000 Millions
	Total		Rs.11250.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
109435903	Equity Shares	Rs.5/ each	Rs.547.180 Millions
446549949	Optionally Convertible Cumulative Redeemable Preference shares	Rs.5/ each	Rs.2232.750 Millions
1043883858	Non Convertible Cumulative Redeemable Preference shares	Rs.5/ each	Rs.5219.420 Millions
	Total		Rs.7999.350 Millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2011 (12 Months)	31.03.2010 (15 Months)	31.12.2008 (12 Months)
SHAREHOLDERS FUNDS
1] Share Capital		7999.350	7232.970	547.180
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		399.480	399.480	9193.070
4] (Accumulated Losses)		(1684.000)	(2116.140)	(2967.590)
NETWORTH		6714.830	5516.310	6772.660
LOAN FUNDS
1] Secured Loans		14285.690	15343.290	7491.470
2] Unsecured Loans		4685.440	4638.070	10714.930
TOTAL BORROWING		18971.130	19981.360	18206.400
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		25685.960	25497.670	24979.060
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		7624.430	7152.210	7147.800
Capital work-in-progress		7805.590	4628.830	3991.460
INVESTMENT		3079.540	3156.440	3026.040
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	3050.750	3059.720	2570.820
	Sundry Debtors	3117.400	4635.910	4594.500
	Cash & Bank Balances	1616.750	989.520	4740.790
	Other Current Assets	1292.550	2155.410	3292.250
	Loans & Advances	2409.020	4260.580	5625.270
Total Current Assets		11486.470	15101.140	20823.630
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	2892.080	2604.460	2974.240
	Other Current Liabilities	1044.440	1307.880	1196.880
	Provisions	373.550	628.610	5838.750
Total Current Liabilities		4310.070	4540.950	10009.870
Net Current Assets		7176.400	10560.190	10813.760
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		25685.960	25497.670	24979.060

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011 (12 Months)	31.03.2010 [15 Months]	31.12.2008 [12 Months]
	SALES
		Income	17549.240	18685.060	14445.460
		Other Income	170.930	333.870	415.980
		TOTAL (A)	17720.170	19018.930	14861.440
Less	EXPENSES
		Materials consumed and purchase of goods	8034.470	8996.740	6623.110
		(Increase)/decrease in inventories	184.040	(292.280)	140.190
		Operating and other expenses	5073.060	5064.970	4400.620
		Research and development expenses	332.780	399.080	299.680
		Exceptional Items	2928.750	9305.240	4438.330
		Exchange Fluctuation, net	(158.980)	180.070	558.390
		FCCB Premium	0.000	268.300	1294.910
		TOTAL (B)	16394.120	23922.120	17755.230
Less	PROFIT / (LOSS ) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		1326.050	(1903.190)	(2893.790)
Less	FINANCIAL EXPENSES (D)		2030.890	2319.730	1216.710
	PROFIT / (LOSS ) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		(704.840)	(7222.920)	(4110.500)
Less/ Add	DEPRECIATION/ AMORTISATION (F)		615.780	710.480	460.280
	PROFIT / (LOSS ) BEFORE TAX (E-F) (G)		(1320.620)	(7933.400)	(4570.780)
Less	TAX (I)		0.000	8.740	(1083.200)
	PROFIT / (LOSS ) AFTER TAX (G-I) (J)		(1320.620)	(7942.140)	(3487.580)
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		(2116.140)	(2967.590)	519.990
Less	APPROPRIATIONS
		Transfer to General Reserve	0.000	(8793.590)	0.000
		Dividend	0.000	0.000	0.000
		Tax on Dividend	0.00	0.000	0.000
	BALANCE CARRIED TO THE B/S		(3436.760)	(2116.140)	(2967.590)
	EARNINGS IN FOREIGN CURRENCY
		Exports of goods on F.O.B. basis	6748.700	6863.950	5233.100
		Management fees	140.000	197.450	145.860
		Royalty	6.160	28.540	85.050
		Dividend	28.690	0.000	0.000
		Interest	54.220	72.580	172.670
	TOTAL EARNINGS		6977.770	7162.520	5636.680
	IMPORTS
		Raw Materials, Packing Materials, Components and Spares	1576.340	1937.350	1217.620
		Capital Goods	213.090	308.120	783.920
	TOTAL IMPORTS		1789.430	2245.470	2001.540
	Earnings / (Loss) Per Share (Rs.)		(12.07)	(72.57)	(31.87)

QUARTERLY RESULTS

PARTICULARS	30.06.2011	30.09.2011
	1^st Quarter	2^nd Quarter
Net Sales	5508.500	6384.500
Total Expenditure	4036.300	4746.200
PBIDT (Excl OI)	1472.200	1638.300
Other Income	53.400	22.800
Operating Profit	1525.600	1661.100
Interest	389.300	364.900
Exceptional Items	0.000	(560.900)
PBDT	1136.300	735.300
Depreciation	229.500	139.300
Profit Before Tax	906.800	596.000
Tax	80.000	58.000
Provisions and contingencies	0.000	0.000
Profit After Tax	826.800	539.000
Extraordinary Items	0.000	0.000
Prior Period Expenses	0.000	0.000
Other Adjustments	0.000	0.000
Net Profit	826.800	538.000

KEY RATIOS

PARTICULARS		31.03.2011 (12 Months)	31.03.2010 (15 Months)	31.12.2008 (12 Months)
PAT / Total Income	(%)	(7.45)	(41.76)	(23.47)
Net Profit Margin (PBT/Sales)	(%)	(7.53)	(42.46)	(31.64)
Return on Total Assets (PBT/Total Assets}	(%)	(6.91)	(35.65)	(16.34)
Return on Investment (ROI) (PBT/Networth)		(0.20)	(1.44)	(0.67)
Debt Equity Ratio (Total Liability/Networth)		3.47	4.45	4.17
Current Ratio (Current Asset/Current Liability)		2.67	3.33	2.08

LOCAL AGENCY FURTHER INFORMATION

FINANCIAL PERFORMANCE

As previous period figures are for fifteen months, the same are not comparable. However, on a year on year basis, for the year ended March 31, 2011, the Company registered 3% growth in consolidated turnover to Rs.37,671 million and 15% growth in standalone turnover to Rs.17,720 million. The Profit before depreciation, interest and tax on a consolidated basis grew from Rs.8,527 million to Rs.9,246 million thereby registering a healthy growth of 40% and profit after tax on consolidated basis was Rs.905 million as compared to a loss of Rs.10,007 million for the corresponding period. On a standalone basis, there was a loss after tax of Rs.1,321 million.

FINANCIAL RESTRUCTURING

The Corporate Debt Restructuring (CDR) has been substantially implemented, save for complete settlement of FCCBs and certain disputed derivatives. The Company’s performance has been better than the projections envisaged under the CDR and the Company is regular in the debt servicing provided under the CDR Scheme.

In case of the Zero Coupon Foreign Currency Convertible Bonds (FCCBs) issued by the Company, the CDR Scheme had considered the settlement comprehensively. One of the significant holders of the Bonds had accepted the restructuring provided under the CDR Scheme. For other bondholders who did not accept the settlement provided under CDR, subject to they withdrawing the winding-up petition, a settlement was arrived wherein the Outstanding FCCBs were to be exchanged with new FCCBs and the shareholders had also approved the same and consent terms were also signed. However, the Trustees to the bondholders, subsequently disagreed to withdraw the winding-up petition. Subsequently, the Hon’ble High Court of Bombay, admitted the winding-up petition. Pursuant to an appeal filed by the Company the divisional bench of the Hon’ble Bombay High Court has granted an ad-interim relief while requiring the Company to deposit a sum of Rs.1,150 million with the court, which has been complied with.

During the year, one of the Company’s wholly owned subsidiary Viz. Wockhardt France (Holdings) S.A.S and some of its subsidiaries, were placed in a ‘Safeguard’ proceeding under a local administrator, to enable a comprehensive restructuring of the operation and the financial liabilities thereof and the same is under implementation.

CHANGES IN CAPITAL STRUCTURE

During the year 2010-2011, the Company allotted 130,888,983 Non-Convertible Cumulative Redeemable Preference Shares of Rs.5/- each and 22,386,344 Optionally Convertible Cumulative Redeemable Preference Shares of Rs.5/- each aggregating to Rs.666.38 millions in terms of approved CDR package dated July 4, 2009. The Authorised Share capital of the Company was increased from Rs.9,250/- millions to Rs.11,250/- millions. There was no change in paid up equity share capital of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

2010 was a key year for Wockhardt for a number of reasons that included the surge of its USA operations, continued momentum of India operations and increased profitability. Focus on RandD, manufacturing and product availability were the key proponents that ensured organization’s overall successful performance. The company successfully adhered to the terms of the Corporate Debt Restructuring plan which was approved earlier.

There was a significant improvement in the financial performance of the company with EBITDA showing an increase of 39.7% to Rs.9,246 million compared to Rs.6,619 million during the twelve months period ending March 2010. The net sales grew by 3.1% to Rs.37,512 million due to lower income from France and Ireland. The company achieved 24.6% EBITDA to sales compared to 18.2% in similar period during 2009-10. The business turnaround helped the company in achieving net profits of Rs.906 million against loss of Rs.9,906 million during the twelve months period ending March, 2010.

Key business highlights: Regionwise Sales

1. The US business achieved revenues of Rs.10,736 million

2. The European operations achieved revenues of Rs.14,212 million

3. The Indian business achieved revenues of Rs.10,413 million

4. The RoW business achieved revenues of Rs.2,151 million

US business – new products introduction

Company’s differentiated strategy of developing technologically complex products paid rich dividends as new product launches were the key driver of the USA business. The portfolio of new launches and existing products ensured that the USA operations deliver a highly profitable business growth. The company has ensured strong manufacturing capacities to manage increased market demand in future.

Its other subsidiary, Morton Grove Pharmaceuticals, continued on its planned growth path of branded generics and generic products including new launches.

The company received 7 US ANDA approvals this year. The company has plans to launch 12 to 15 products in US markets during the financial year 2011-12

Indian Operations – entering new therapies and workforce expansion

Indian businesses march to the successful performance was lead by strategic decision making in identifying sectors/ therapies of high growth potential and timely dedicating a workforce or task force to ensure product launch and availability. Following this strategy Company launched a new Cardiology division. There was also significant workforce expansion of over 20% in India in order to cover more geographies and markets.

That Indian market is also in a high growth mode with 15% growth witnessed last year is another reason for the same. The company achieved a market share of 2.05% (IMS-MAT Mar. 2011) in the Indian Pharmaceutical Industry compared to 1.91% the year before.

European Operations – success and challenges

European operations were spearheaded by Wockhardt UK whose performance was significantly higher than the market growth in UK and many of its peers. The company is well recognized in UK Healthcare system with a strong Hospital Business and is the largest Indian Pharmaceutical Company and overall 4th largest generic company in UK. The company plans to launch 9 new products in 2011-12.

Despite a sluggish Irish economy, Pinewood Healthcare delivered a strong business performance due of the strategic move of bolstering its exports business in addition to the existing strong domestic business. Pinewood maintained its top position in Ireland’s generic products market. It showed a 5.9% growth while the market had de-growth of over 2%. It plans to launch 19 new products in domestic and exports business in the coming year.

In France the company lost the patent protection to its key product ART50 which resulted in lower than expected business performance. However the company was quick to take remedial steps towards restructuring the business to minimize the impact and is under safeguard process.

In Licensing

In-licensing continued to be one of the growth drivers of their business. These in-licensing deals fulfill their aim to develop breakthrough products in India and also strengthen their existing portfolios. They have in-licensing agreements with number of US and Europe based companies through which they are currently marketing 19 products – 11 of these were launched till 2008; 4 launched in 2009 and another 4 in 2010. These belong to therapeutics like dermatology, osteoarthritis, derma-cosmetology and orthopedics; the sectors on which Wockhardt is focusing.

Opportunities

With the patent expiry of large pool of products, currently worth more than $ 100 billion, coming up by 2015, the markets are going to swing further in emerging markets way as the branded patented product revenues take an impact in regulated markets. Wockhardt is well poised to gain from this opportunity by leveraging its RandD, Sales and Manufacturing capabilities.

Their Pharmaceutical and Biotechnology research plans that are currently underway are in line with their developmental strategy and will be a key business driver in the coming future in US and other regulated markets. In US, they have an excellent range of existing products and expect to add a number of new products in the coming year. In Europe, in addition to the geographies where they currently have operations, they will be reaching out to the entire Europe with their products portfolio and manufacturing capacity through their B2B model. India team has planned to enter newer therapies and has developed task forces with clear focus to gain market traction and expand the product portfolio. This in addition to the expansion of sales force will be driving the growth in India. The management has developed expansion plan in manufacturing facilities for key products in Regulated and Indian markets to ensure uninterrupted product supply.

Continuing on its vision of “More and More with Less and Less”, Wockhardt produced a strong EBITDA profitability of 24.6% to sales and seeks to improve it further in the coming years.

Research

The company has a very strong research base with multidisciplinary programs running in Pharmaceutical research, Biotechnology and Drug discovery in India and abroad. At its Research and Development Centers in India, US and Europe the company has made significant investment in operations, facility and talent which has resulted in a strong portfolio of existing products and a strong pipeline of upcoming products.

The Pharmaceutical research programs aims at development of technologically complex and patented products. Currently the company has filed over 20 products, whose combined current market value is in excess of $ 20 billion, for approvals and subsequent launched for years 2011 and 2012 and has a strong pipeline of products under development for the coming years. In Biotechnology the company’s focus is on Insulin and its analogs as principal area of research. In India it has already launched one of the Insulin analog Glargine, by the name of Glaritus. In drug discovery program, they are focusing on anti-infective mainly due to the fact that very few anti-infective have come into the market in the past few years. The Drug Discovery program of the company is in advanced stages of product development have received US IND approval for 2 of its products.

Challenges

A key challenge for company would be the ability to continue to identify and develop products that have a technological edge like complex extended release products. This would be a strategic differentiator from other competitors as more and more product patents expire or are lost. The current ANDA program is designed to cater to these needs and ensure a strong flow of new product offerings to these markets continues. Another challenge would be its ability to control operational costs particularly in regions which have a lower outlook like France and Ireland. The growth of European operations will also depend on the success of the Business to Business (B2B) model in reaching the new markets.

The growth of Indian market is very robust. Even though urban market is growing fast, rural market is growing even faster. They have considerably extended their Doctor coverage and Market coverage by significantly increasing their sales force operations.

CONTINGENT LIABILITY:

a) Demands by Central Excise authorities in respect of Classification/ Valuation/Cenvat Credit related disputes; stay orders have been obtained by the Company in case of demands which have been confirmed Rs.51.80 million (Previous Period – Rs.51.80 million).

(b) Demand by Income tax authorities Rs.773.53 million (Previous Period – Rs.815.90 million) disputed by the Company.

(c) Corporate Guarantee given on behalf of various subsidiaries in respect of bank facilities amounts to Rs.12,374.93 million (Previous Period – Rs.12,452.95 million). This includes corporate guarantee given by the Company and Wockhardt UK Holdings Limited against loan of USD 250 million (Rs.11,152.50 million) taken by Wockhardt EU Operations (Swiss) AG in earlier years. The said loan is being rescheduled and lenders aggregating 69% of the loan value have acceded to the reschedulement. Out of Rs.11,152.50 million loan availed by a subsidiary, loan of Rs.4,505.61 million is secured by:

(i) first ranking pari-passu charge on movable and immovable properties of Wockhardt Limited situated at Kadaiya in Daman and Baddi in Himachal Pradesh;

(ii) second ranking charge by way of hypothecation on all the inventories and book debts of Wockhardt Limited;

(iii) subservient charge on movable properties of Wockhardt Limited situated at Bhimpore (Daman), Ankleshwar, L-1, D-4, Chikhalthana and Biotech Park, Waluj Aurangabad (except book debts and current assets);

(iv) subservient charge on movable properties of Wockhardt Infrastructure Development Limited situated at Shendra, Aurangabad; and balance loan of Rs.6,646.89 million is secured by:

(i) first ranking pari-passu charge on movable and immovable properties of Wockhardt Limited situated at Kadaiya in Daman and Baddi in Himachal Pradesh;

(ii) second ranking charge by way of hypothecation on all the inventories and book debts of Wockhardt Limited.

(d) In view of the losses incurred by the Company, no provision for dividend on Non Convertible Cumulative Redeemable Preference shares (NCRPS) Series 1 to 5 of Rs.0.55 million and Optionally Convertible Cumulative Redeemable Preference Shares (OCCRPS) Series 1 to 2 of Rs.0.26 million, has been made by the Company as on March 31, 2011.

(e) Certain derivative/hedging contracts entered into prior to March 31, 2010 had been unilaterally terminated by the banks/financial institutions. The Company has disputed the same and continues to treat the demand of Rs.3,322.51 million [including a demand of Rs.669.15 million as guarantor for derivatives contracts executed in a subsidiary] (Previous Period – Rs.8,483.22 million) as a contingent liability and has not acknowledged as a debt, since the liability cannot be currently ascertained even on a best effort basis till the final outcome of the matter. The Company is of the view that these are contingent liabilities as these arise from past events and existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company and therefore, has not acknowledged these claims against Company as debts.

(f) The Group is involved in other disputes, lawsuits, claims, inquires and proceedings, including commercial matters that arise from time to time in the ordinary course of business. The group believes that there are no such pending matters that are expected to have any material adverse effect on its financial statements in any given accounting period.

UNAUDITED CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER ENDED 30.09.2011

Rs. In Millions

Particular	Six Month Ended 30.09.2011	Quarter Ended 30.09.2011
Net Sales / Income from Operation	21637.000	11105.000
Total Expenditure	15295.000	7872.000
a) Increase / Decrease in Stock	(844.000	(717.000)
b) Consumption of raw material	5734.000	3390.000
c) Purchase of finished goods	3194.000	1660.000
Material Consumption	8084.000	4333.000
d) Staff Cost	2459.000	1149.000
e) R and D Expenditure	345.000	157.000
f) Other Expenditure	4407.000	2233.000
Other Expenditure	7211.000	3539.000
Gross Profit Before Interest, depreciation and Taxation	6342.000	3233.000
Interest and Finance Charges
(a) Interest	983.000	398.000
(b) (Income)/Expense due to Exchange Rate Fluctuation	467.000	430.000
Depreciation	660.000	280.000
Other Income	82.000	28.000
Profit/(Loss) Before Tax before exceptional items	4314.000	2153.000
Exceptional Item Profit / (Loss)	(681.000)	(681.000)
Profit /(Loss) Before Tax	3633.000	1472.000
Provision for Taxation	481.000	219.000
Deferred Taxation	(21.000)	25.000
Profit /(Loss) After Tax	3173.000	1228.000
Add : Share of Profit (Loss) from Associates	42.000	47.000
Net Profit / (Loss)	3215.000	1275.000
Paid up equity share capital (Rs.5/- each)	547.000	547.000
Reserves excluding revaluation reserve (as per last audited Balance-Sheet)	--	--
Earning per share
- Basic Earning Per Share (Rs.)	29.38	11.66
- Diluted Earning Per Share (Rs.)	29.38	11.66
Public Shareholding
- Number of shares	28421193	28421193
- Percentage to paid up capital	25.97%	25.97%
Promoters and promoter group shareholding
Pledged Encumbered
- Numbers of Shares	70157917	70158917
- Percentage of shares (as a % of the total shareholding of promoter and promoter group)	87.06%	87.06%
- Percentage of shares (as a % of the total share capital of the company)	64.11%	64.11%
Non encumbered
- Numbers of Shares	10426465	10426465
- Percentage of shares (as a % of the total shareholding of promoter and promoter group)	12.94%	12.94%
- Percentage of shares (as a % of the total share capital of the company)	9.53%	9.53%

Notes :

1) The results were reviewed by the Audit Committee and approved by the Board of Directors at their meetings held on November 12, 2011.

2) Statement of Assets and Liabilities

3) Exceptional items for the quarter ended September 30, 2011 mainly comprises of settlement of loan/disputed derivative liabilities Rs. 777 million and reversal of excess provision for the restructuring cost in France Rs. 174 million.

Particulars	As at 30.09.2011 (Unaudited)
SHAREHOLDERS' FUNDS:
(a) Capital	8054.000
(b) Reserves and Surplus	6480.000
Total	14534.000
LOAN FUNDS	37937.000
TOTAL	52471.000
FIXED ASSETS	36217.000
INVESTMENTS	938.000
DEFERRED TAX ASSET (NET)	823.000
CURRENT ASSETS, LOANS AND ADVANCES
(a) Inventories	8117.000
(b) Sundry Debtors	7523.000
(c) Cash and bank Balances	5339.000
(d) Loans and Advances	2499.000
Total (A)
Less : Current Liabilities and Provisions
(a) Liabilities	9191.000
(b) Provisions	1144.000
Total (B)	10335.000
Total (A) – (B)	13143.000
MISCELLANEOUS EXPENDITURE (NOT WRITTEN OFF OR ADJUSTED)	0.000
PROFIT AND LOSS ACCOUNT	0.000
FOREIGN CURRENCY TRANSLATION RESERVE	1350.000
TOTAL	52471.000

4) During the quarter, Company has issued 10,921,071 Non Convertible Cumulative Redeemable Preference Shares (NCRPS) of Rs. 5/- each amounting to Rs. 54.61 million to various banks/financial institutions. The NCRPS are redeemable in the year 2018.

5) Against the pending petition, the Company has filed a consent decree in the Hon'ble High Court of Bombay and has agreed withdrawal by FCCB holders of Rs. 1,150 million deposited earlier and further agreed to pay balance FCCB outstanding along with interest on reducing balance, by August 2012. Further, the Hon'ble High Court of Bombay has permitted the divestment of Nutrition Business.

6) The Company has entered into definitive agreement on August 2, 2011 with Danone, for divestment of the Nutrition business. As the said transaction is subject to various closing conditions and approvals, the impact of this transaction will be accounted during the quarter in which the same is closed.

7) As on Julyl 1, 2011 the Company had no investors complaints pending. During the quarter, the Company has not received any complaints. Accordingly, no complaints are pending as on September 30, 2011.

8) The Company is exclusively into Pharmaceutical business Segment.

9) Previous period figures have been recast/ re-classified to conform to the current period's presentation.

FIXED ASSETS:

· Trademarks / Technical knowhow

· Software

· Freehold land

· Leasehold land

· Buildings

· Plant and Machinery

· Furniture and Fittings

· Office Equipments

· Information Technology Equipments

· Vehicles

Business Description

Subject is a pharmaceutical and biotechnology company engaged in pharmaceutical business. The Company together with its subsidiaries is primarily engaged in the business of manufacture and marketing of pharmaceutical products. The Company has twelve manufacturing locations and there are five locations where research and development activities are carried out. Wockhardts output includes steriles (injectables), biopharmaceuticals, orals (tablets and liquids) and topicals (creams and ointments). Wockhardts three principal products/services include Spasmoproxyvon, Proxyvon and Methycobal. Wockhardts has also launched three products in the Indian market, which include Biovac-B (hepatitis B vaccine), Wepox (erythropoietin) and Wosulin (recombinant insulin). During the fiscal year ended March 31, 2011 (fiscal 2011), a total of 43 new products were launched in India. Wockhardt is a subsidiary of Khorakiwala Holdings and Investments Private Limited. For the comparable nine months ended 31 December 2010, Wockhardt Limited revenues increased 2% to RS28.26B. Net loss decreased 83% to RS712.9M. Revenues reflect a increase in income from operations. Lower Loss reflects a decrease in consumption of raw materials, lower employee costs, decreased research and development expenditure, fall in depreciation expenses, an decrease in lower interest charges and higher gross margin.

Board of Directors :

Mr. Habil F. Khorakiwala

Executive Chairman

He has gone on to build a multinational enterprise active in the fields of pharmaceuticals, biotechnology and hospitals and created one of India’s healthcare businesses. As well as being a entrepreneur he has held many senior positions as an industry representative and is respected in India and overseas. As a former president of FICCI (Federation of Indian Chambers of Commerce and Industry) Dr. Khorakiwala represented India’s business interests to many presidents, prime ministers and heads-of-state. He is currently the chairman of the board of governors at the Centre for Organisation and Development in Hyderabad, a nonprofit scientific and industrial research organisation, and a recognised doctoral research centre. A Harvard alumni, Dr. Habil Khorakiwala is a member of the World Economic Forum and was a distinguished speaker at its 2008 Davos meeting. A graduate of Purdue University in the US, in 2010 he was awarded an honorary doctorate by his alma mater. He is the Honorary Consul General of Sweden in Mumbai.

Mr.Shekhar Datta

Non-Executive Independent Director

A mechanical engineering graduate, Mr. Datta has held directorships with Greaves Cotton Limited and Industrial Development Bank of India Ltd. He is a former member of the International Business Advisory Council of UNIDO. Mr. Datta is a former president of the Confederation of Indian Industry (CII), Bombay Chamber of Commerce and Industry and Indo-Italian Chamber of Commerce and Industry.

Mr.Abid Hussain

Non-Executive Independent Director

He is a former Indian Ambassador to the USA. He is a great scholar and has experience in various walks of life. He was appointed vice chairman, Rajiv Gandhi Foundation, New Delhi, and was also the chancellor of Central University, Hyderabad. He was Secretary, Ministry of Heavy Industries, Commerce Secretary, Government of India and Chairman, IIFT. He became a member of the Planning Commission in 1985. In 1988, he was honoured with the Padma Bhusan.

Mr.Huzaifa H. Khorakiwala

Executive Director

He holds a Masters degree in Business Management from Yale University School of Management, USA. He joined the company in July 1996 and over the years has run various Wockhardt businesses and served in Corporate Administration. Dr. Huzaifa Khorakiwala devotes a part of his time to Wockhardt’s corporate social responsibility activities. He serves as CEO of the Wockhardt Foundation.

Mr.Aman Mehta

Non-Executive Independent Director

An Economics graduate, he has over 35 years’ experience in various positions with the HSBC Group. He headed HSBC operations in the Middle East, America, Australia and Asia Pacific.

Mr.Bharat Patel

Non-Executive Independent Director

Mr. Patel, an Economics graduate from the University of Notre Dame and an MBA from the University of Michigan in the US. He has more than 40 years’ management experience in marketing, sales, exports, manufacturing and buying functions. He served as chairman and managing director of Procter and Gamble India Limited for several years.

Mr.Rajendra A. Shah

Non-Executive Independent Director

He is a senior partner of M/s Crawford Bayley and Company a Mumbai firm of solicitors andadvocates. He sits on the boards of various multinational and Indian companies. He has experience in the field of law andcorporate affairs with special focus on foreign investments, joint ventures, technology and license agreements, intellectual property rights, mergers and acquisitions, industrial licensing, anti-trust laws, company law and taxation.

PRESS RELEASES:

Wockhardt Sales up 18% and Operating Profit up 47% Net Profit was Rs.1280.000 Millions

12 November, 2011

Pharmaceutical and Biotechnology major Wockhardt Limited today announced a 18% growth in consolidated sales revenues at Rs.11110.000 Millions for the 2nd quarter ended 30th September 2011, over the corresponding quarter of 2010. Operating Profit (EBIDTA) was Rs.3230.000 Millions, a growth of 47% and Net Profit was Rs.1280.000 Millions.

“Wockhardt is showing consistent all-round growth globally. We are focussed on developing high-technology solutions like patented extended release products that will offer great value to all our stakeholders”, said Wockhardt Chairman Dr. Habil Khorakiwala. “Our commitment to the same can be seen from the fact that we received for the 3rd consecutive year, the Government of India Patents Award for the ‘Maximum Patents granted Worldwide to an Indian Company’, he further added.

USA Business:

Wockhardt USA showed a robust growth of 49% with its prime products improving market share in a highly competitive market scenario. There were 3 ANDA filings and 4 approvals for the quarter. For H1 (Apr-Sept 2011), Wockhardt USA received 8 approvals taking the overall tally to 84 approvals and Morton Grove Pharmaceuticals has 34 approvals till date. The infusion of new product launches will see Wockhardt USA breaking new ground in this market.

India Business:

Wockhardt’s India business grew by 13.5% in the 2nd quarter, capturing a market share of 2.03% as compared to 1.94% last year (MAT Sept - IMS). In Q2-2011, 9 new products were launched. Also Wockhardt’s 6 brands featured amongst the TOP-300 brands of the industry. The API business grew by 109% and Exports (RoW) grew by 32%. Wockhardt’s Power Brands continue to push the boundaries of growth in the Indian Pharmaceutical market.

Europe Business:

Wockhardt UK continues to be the No.1 Indian generic company and overall the 4th generic company in the UK. Sales revenues grew by 3.6%. Wockhardt UK launched 3 new products and had 7 filings and 8 approvals during this period. Pinewood Healthcare continues to be the No.1 generic company in Ireland. It grew by 4.8% over the corresponding period of 2010-11, despite the industry showing de-growth of 4%. It also launched 2 new products in the Irish market during the said period with Nexazole achieving a 35% market share since its launch in June 2010.

About Wockhardt

Wockhardt is a high technology global pharmaceuticals and biotechnology major with innovative multi-disciplinary research and development programmes. It has 4 research centres and world-class manufacturing plants globally. Wockhardt has a multi-ethnic workforce of 6500 people from 14 different nationalities.

Wockhardt to divest its Nutrition business to Danone

02 August, 2011

Pharmaceutical and Biotechnology major Wockhardt Limited and its subsidiary today announced the signing of agreements to divest their Nutritional business to Danone, one of the fastest growing food Company in the world. Wockhardt has presence in India’s nutritional category with Farex®, Dexolac®, Nusobee® and Protinex®.

These transactions are subject to customary closing conditions and various approvals.

Wockhardt continues to be on the growth track and the strategy to consolidate and rationalise all its core operations is showing encouraging results. Wockhardt is re-inventing itself by taking fundamentally strong and positive steps with a firm focus on its core human pharmaceutical business.

About Wockhardt

Wockhardt is a high technology global pharmaceuticals and biotechnology major with innovative multi-disciplinary research and development programmes. It has 5 research centres and 21 world-class manufacturing plants in India, USA, UK, France and Ireland. Wockhardt has a multi-ethnic workforce of over 6500 people from 14 different nationalities.

About Danone

One of the fastest-growing food companies in the world, Danone is present in over 120 countries on five continents. Its mission is to bring health through food to as many people as possible. In 2010 Danone had more than 160 production plants and around 100,000 employees, generating sales of €17 billion, of which half were in emerging markets. The group holds top positions in healthy food through four businesses: it ranks no. 1 worldwide in Fresh Dairy Products, no. 2 in Bottled Water and Baby Nutrition, and is Europe’s no. 1 Medical Nutrition company. Listed on Euronext Paris, Danone is a component stock of leading social responsibility indexes including the Dow Jones Sustainability Indexes DJSI Stoxx and DJSI World, ASPI Eurozone and the Ethibel Sustainability Index.

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.50.72
UK Pound	1	Rs.79.88
Euro	1	Rs.68.46

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	YES
--AFFILIATION	YES/NO	YES
--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.