MIRA INFORM REPORT

Report Date :

03.07.2012

IDENTIFICATION DETAILS

Name :	RFCL LIMITED (w.e.f 17.11.2006)
Formerly Known As :	RANBAXY FINE CHEMICALS LIMITED (w.e.f. 26.02.1996) RANBAXY BIO CHEMICALS LIMITED
Registered Office :	A-3, Okhla Industrial Area, Phase - 1, New Delhi – 110 020
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	22.01.1991
Com. Reg. No.:	55-175849
Capital Investment / Paid-up Capital :	Rs.71.863 Millions
CIN No.: [Company Identification No.]	U24209DL1991PLC175849
TAN No.: [Tax Deduction & Collection Account No.]	PTLR11106E
PAN No.: [Permanent Account No.]	AABCR7314N
Legal Form :	A Closely Held Public Limited Liability Company
Line of Business :	Manufacturer of Chemicals, Reagents and Fine Chemicals.
No. of Employees :	300 (Approximately) (40 – In Office + 260 – In Factory)

RATING & COMMENTS

MIRA’s Rating :

B (29)

RATING		STATUS	PROPOSED CREDIT LINE
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small

Maximum Credit Limit :	USD 2400000
Status :	Moderate
Payment Behaviour :	Slow but correct
Litigation :	Exist
Comments :	Subject is an established company having moderate track record. There appears loss in the current year. However, trade relations are reported to be fair. Business is active. Payments are reported to be slow but correct. The company can be considered for business dealing with some cautions.

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 / Factory :	A-3, Okhla Industrial Area, Phase - 1, New Delhi – 110 020, India
Tel. No.:	91-11-42395700 / 702 / 41609171-75 / 42122702
Fax No.:	91-11-41609189 / 26813676
E-Mail :	ashok.jain@rfcl.in rfcl@ranbaxyfinechemicals.com info@rfcl.in sushil.mehta@rfcl.in
Website :	http://www.rfcl.in

DIRECTORS

As on 30.09.2011

Name :

Mr. Sushil Mehta

Designation :

Managing director

Address :

MA-1/6-2A, Garden Estate, DLF Phase-3, Gurgaon-122001, Haryana, India

Date of Birth/Age :

09.03.1957

Qualification :

Postgraduate in Microbiology

Experience :

31 Years

Date of Appointment :

06.12.2005

DIN No.:

01010831

Other Directorship

S.No.	CIN/LLPIN	NAME OF THE COMPANY/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	U24209DL1991PLC175849	RFCL LIMITED	Managing director	6/12/2010	6/12/2005	-	Active	NO
2	U24231TN1991PTC020695	ALVED PHARMA FOODS PRIVATE LIMITED	Director	4/2/2008	4/2/2008	-	Amalgamated	NO
3	U93000MH2007PLC203686	PFIZER ANIMAL HEALTH INDIA LIMITED	Director	10/10/2008	10/10/2008	1/12/2009	Active	NO

Name :

Mr. Robert Harrer

Designation :

Director

Address :

928 Tennis Ave Lot 1, Ambler PA 190022311

Date of Birth/Age :

05.12.1964

Qualification :

Master of business administration and mathematics

Date of Appointment :

28.02.2011

DIN No.:

03392531

Name :

Mr. Paul Gerard Corbett

Designation :

Director

Address :

513 Apple LN, Hrlysvl, PA 194382549

Date of Birth/Age :

17.05.1959

Qualification :

Bachelor of Science Degree in Accountancy

Date of Appointment :

28.02.2011

DIN No. :

03343768

Other Directorship

S.No.	CIN/LLPIN	NAME OF THE COMPANY/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	U51109MH2009PTC191942	J.T. BAKER CHEMICALS PRIVATE LIMITED	Director	30/09/2011	28/01/2011	-	Active	NO
2	U24209DL1991PLC175849	RFCL LIMITED	Director	30/09/2011	28/02/2011	-	Active	NO

KEY EXECUTIVES

Name :	Mr. Ashok Kumar Jain
Designation :	Company Secretary
Address :	K – 298, Sarita Vihar, New Delhi – 110 076, India
Date of Birth/Age :	02.07.1966
Date of Appointment :	01.12.2006
Pan No.:	ADIPJ8199G
Name :	Mr. Anand Sonbhadra
Designation :	Executive Vice President – Finance
Name :	Mr. R. Govindan
Designation :	Executive Vice President – Rankem
Name :	Mrs. Veena Kohli
Designation :	Executive Vice President – Diagnova
Name :	Mr. K.S. Vijay Kumar
Designation :	Executive Vice President – Human Resources
Name :	Mr. Nandlal Chaudhary
Designation :	Vice President – Projects and BEKM
Name :	Mr. Ashok Jain
Designation :	Associate Vice President – Finance
Name :	Dr. Rashmi Ranjan Mohanty
Designation :	Head R and D and Technical
Name :	Mr. Bharat Bhatnagar
Designation :	General Manager – Sales
Name :	Mr. Amit Singh
Designation :	General Manager- Supply Chain
Name :	Mr. Harish Kuma
Designation :	Deputy General Manager –Marketing, Exports and Business Development
Name :	Mr. Ganesh K Naik
Designation :	Factory Head, Panoli.
Name :	Dr. Rajnish Bharti
Designation :	General Manager – Diagnova LSG
Name :	Dr. Ram Pramod Tewari
Designation :	General Manager R and D - Diagnova
Name :	Dr. Bhavita Saxena
Designation :	Deputy General Manager – ISBS
Name :	Mr. K. Sridharan
Designation :	Deputy General Manager – Commercial & Distribution
Name :	Mr. Rajan Agarwal
Designation :	Deputy General Manager – Human Resources
Name :	Mr. Sudeep Mukherjee
Designation :	Deputy General Manager – Service, Diagnova
Name :	Mr. Vivek Chandra
Designation :	General Manager – Mergers and Acquisitions

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 30.09.2011

Names of Shareholders	No. of Shares
Avantor Performance Materials Mauritius II Limited, Mauritius	7186305
Avantor Performance Materials Sdn. Bhd., Malaysia	1
Avantor Performance Materials Mauritius Limited, Mauritius	1
Avantor Performance Materials B.V., The Netherlands	1
Avantor Performance Materials Holdings B.V., The Netherlands	1
Avantor Performance Materials Cayman Limited, Grand Cayman	1
Avantor Performance Materials Holdings S.A., Luxembourg	1
Total	7186311

As on 316.05.2012

Names of Allottee	No. of Allotted
Avantor Performance Materials Mauritius II Limited, Mauritius	310000
Total	310000

As on 30.09.2011

Equity Share Break up (Percentage of Total Equity)

Category	Percentage
Foreign holdings( Foreign institutional investor(s), Foreign companie(s) Foreign financial institution(s), Non-resident Indian(s) or Overseas Corporate bodies or Others	100.00
Total	100.00

BUSINESS DETAILS

Line of Business :

Manufacturer of Chemicals, Reagents and Fine Chemicals.

Products / Services:

Description of Product or Services	ITC Number of Product
Diagnostic Kit	38
Medical Equipment	90
Liquid Chemicals	28 and 29 and 39
Solid Chemicals	28 and 29 and 39

GENERAL INFORMATION

No. of Employees :

300 (Approximately) (40 – In Office + 260 – In Factory)

Bankers :

· Punjab National Bank, Nehru Place Branch, Delhi - 110 019, India

· ANZ Grindlays Bank Limited, H-Block, Connaught Circus, P. O. Box 317, Delhi - 110 001, India

· ICICI Bank Tower, Bandra Kurla Complex, Bandra [East], Mumbai, Maharashtra, India

· YES Bank Limited, 9^th Floor, Nehru Centre, Discovery of India, Dr. Annie Desant Road, Worli, Mumbai-400018, Maharashtra, India

· ICICI Bank Limited, Branch Alkapuri, Vadodara – 390015, Gujarat, India

· ICICI Bank Limited, Landmarkrace Cource Circle, Alkapuri, Vadodara – 390 015, Gujarat, India

Facilities :

(Rs. In Millions)

Secured Loan	As on 31.03.2011	As on 31.03.2010
Rupee term loans banks secured	120.000	26.682
Working capital loans banks secured	422.663	298.760
Working capital loans others secured	110.000	315.140
Interest accrued due other debt secured	1.229	1.474
Total	653.892	642.056

a. Term loan from bank is secured by first pari-passu charge over all movable fixed assets including plant and machinery and immoveable fixed assets (present and future) located at Panoli.

b. Working capital loans and WCDL from banks are secured by way of hypothecation of the Company’s entire stocks of raw materials, semi-finished and finished goods, consumable stores and spares and such other movables including book-debts, bills whether documentary or clean, outstanding monies, receivables, both present and future and are also secured by first pari-passu charge on fixed assets of the Company.

Banking Relations :	--
Auditors :
Name :	Deloitte Haskins and Sells Chartered Accountants
Address :	7^th Floor Building 10, Tower B, DLF Cybercity Complex, DLF City Phase-II, Gurgaon-122002, Haryana, India
Tel. No.:	91-124-6792000
Fax No.:	91-124-6792012
Website:	http://www.deloitte.com
DIN No. :	AABFD0295B
Holding Entity :	· Avantor Performance Materials Mauritius II Limited (with effect from closing of books of accounts on 28th February 2011) · IDBI Trusteeship Service Limited (India Advantage Fund-I) acting through its Fund Manager, ICICI Venture Funds Management Company Limited (till close of books of accounts on 28^th February 2011).
Fellow Subsidiary:	Avantor Performance Materials, Inc. (from 28th February, 2011)
Subsidiary Company / Step-down Subsidiary Company :	· RFCL BV, Netherlands (till 31 January, 2011) · RFCL Europe BV, Netherlands (till 31 January, 2011) · Bremer Pharma GMBH, Germany (till 31January, 2011) · Finest Procuring Solution Private Limited (13 November, 2010 to 31January, 2011)

CAPITAL STRUCTURE

After 30.09.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
10000000	Equity Shares	Rs.10/- each	Rs.100.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
7496311	Equity Shares	Rs.10/- each	Rs.74.963 Millions

As on 31.03.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
10000000	Equity Shares	Rs.10/- each	Rs.100.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
7186311	Equity Shares	Rs.10/- each	Rs.71.863 Millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2011	31.03.2010	31.03.2009
SHAREHOLDERS FUNDS
1] Share Capital		71.863	71.863	65.745
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		546.939	679.896	555.885
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		618.802	751.759	621.630
LOAN FUNDS
1] Secured Loans		653.892	642.056	722.139
2] Unsecured Loans		0.000	0.000	0.000
TOTAL BORROWING		653.892	642.056	722.139
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		1272.694	1393.815	1343.769
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		318.535	298.133	228.996
Capital work-in-progress		123.953	41.655	65.133
INVESTMENT		0.000	116.499	0.500
DEFERREX TAX ASSETS		0.000	21.424	6.252
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	477.454	455.403	535.521
	Sundry Debtors	621.872	591.138	545.102
	Cash & Bank Balances	43.087	229.573	165.219
	Other Current Assets	3.762	0.000	0.000
	Loans & Advances	213.853	191.101	192.655
Total Current Assets		1360.028	1467.215	1438.497
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	423.695	454.550	331.440
	Current Liabilities	80.693	74.514	42.685
	Provisions	25.434	22.047	21.484
Total Current Liabilities		529.822	551.111	395.609
Net Current Assets		830.206	916.104	1042.888
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		1272.694	1393.815	1343.769

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		Income	2390.364	2375.498	2508.929
		Other Income	70.524	47.562	16.317
		TOTAL (A)	2460.888	2423.060	2525.246
Less	EXPENSES
		Consumption materials changes inventories	1402.343	1467.812
		Manufacturing service costs	287.905	231.038	2144.361
		Employee related expenses	252.715	217.774
		Administrative selling other expenses	473.183	309.135
		TOTAL (B)	2416.146	2225.759	2144.361
Less	PROFIT / (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		44.742	197.301	380.885
Less	FINANCIAL EXPENSES (D)		92.671	110.336	89.162
	PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		(47.929)	86.965	291.723
Less/ Add	DEPRECIATION/ AMORTISATION (F)		63.604	70.854	68.943
	PROFIT / (LOSS) BEFORE TAX (E-F) (G)		(111.533)	16.111	222.780
Less	TAX (H)		21.424	4.678	79.701
	PROFIT / (LOSS) AFTER TAX (G-H) (I)		(132.957)	11.433	143.079
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		483.807	472.374	329.295
		Tax on Dividend
	BALANCE / (LOSS) CARRIED TO THE B/S		350.850	483.807	472.374
	EARNINGS IN FOREIGN CURRENCY
		Export Earnings	81.603	52.714	75.198
		Agency Commission	40.939	56.951	27.793
		Other Earnings	0.000	0.000	16.000
	TOTAL EARNINGS		122.542	109.665	118.991
	IMPORTS
		Raw Materials	102.907	268.420	220.895
		Finished Goods	472.179	535.740	468.727
		Capital Goods	1.945	0.000	3.087
	TOTAL IMPORTS		577.031	804.160	692.709
	Earnings Per Share (Rs.)
	- Basic		(18.50)	1.74	21.74
	- Diluted		(18.50)	1.74	20.79

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	(5.40)	0.47	5.67
Net Profit Margin (PBT/Sales)	(%)	(4.67)	0.68	9.01
Return on Total Assets (PBT/Total Assets}	(%)	(6.64)	0.91	13.36
Return on Investment (ROI) (PBT/Networth)		(0.18)	0.02	0.36
Debt Equity Ratio (Total Liability/Networth)		1.91	1.59	1.80
Current Ratio (Current Asset/Current Liability)		2.57	2.66	3.64

LOCAL AGENCY FURTHER INFORMATION

Shri Jayesh Kanaiya Lal Shukla vs Rfcl Limited on 20 November, 2006

IN THE HIGH COURT OF DELHI AT NEW DELHI

+ FAO(OS) 189/2010

% Reserved on: 6th April, 2010

Decided on: 28th May, 2010

1. SHRI JAYESH KANAIYA LAL SHUKLA

Managing Director of Parth Parenteral Private Limited

R/o 24, Royal Crescent Bangalow, Thaltej, Ahmedabad, Gujarat, India

2. SHRI SHAILESHBHAI CHAUTURVEDI,

S/o Sh. Ram Prasad Chaturvedi, Marketing Executive of Parth Prenteral P. Limited. R/o 41, Swami Krupa Society, Pachwati, Kalol, Taluka Kalol, District Gandhinagar, Gujarat, India

3. PARTH PARENTERAL Private Limited

GIDC Estate, State Highway, Kalol (North Gujarat)-382725 ..... Appellants Through: Mr. Dushyant Dave, Sr. Advocate with

Mr. Suryakant Singla, Mr. Rakesh

Gupta and Ms. Madhvi Dewan,

Advocates.

versus

1. RFCL LIMITED,

A-3, Okhla Industrial Area, Phase -I, New delhi-110 020, India

2. RANBAXY LABORATORIES LIMITED

12th Floor, 6 Devika Towers, Nehru Place, New Delhi-110 019, India ..... Respondents Through: Mr. Sudhir Chandra, Sr. Advocate with Mr. Hemant Singh, Ms. Mamta Jha,

FAO (OS) No.189/2010 & 190/2010 Page 1 of 38 Mr. Aprajit Bhatayachara and Mr. Sumit Rajput, Advocates for R-1.

Mr. Rajiv Nayar, Sr. Advocate with Mr. H.P. Singh and Mr. Navroop Singh, Advocates for R-2/Ranbaxy. AND + FAO(OS) 190/2010

1. SHRI JAYESH KANAIYA LAL SHUKLA Managing Director of Parth Parenteral Private Limited.

R/o 24, Royal Crescent Bangalow, Thaltej, Ahmedabad, Gujarat, India

2. SHRI SHAILESHBHAI CHAUTURVEDI,

S/o Sh. Ram Prasad Chaturvedi, Marketing Executive of Parth Prenteral Private Limited. R/o 41, Swami Krupa Society, Pachwati, Kalol, Taluka Kalol, District Gandhinagar, Gujarat, India

3. PARTH PARENTERAL P. LIMITED.

GIDC Estate, State Highway, Kalol (North Gujarat)-382725 ..... Appellants Through: Mr. Dushyant Dave, Sr. Advocate with Mr. Suryakant Singla, Mr. Rakesh Gupta and Ms. Madhvi Dewan, Advocates. Versus

1. RFCL LIMITED

A-3, Okhla Industrial Area, Phase -I, New delhi-110 020.

2. RANBAXY LABORATORIES LIMITED

12th Floor, 6 Devika Towers, Nehru Place, New delhi-110 019. ..... Respondents FAO (OS) No.189/2010 & 190/2010 Page 2 of 38 Through: Mr. Sudhir Chandra, Sr. Advocate with Mr. Hemant Singh, Ms. Mamta Jha,

Mr. Aprajit Bhatayachara and Mr. Sumit Rajput, Advocates for R-1. Mr. Rajiv Nayar, Sr. Advocate with Mr. H.P. Singh and Mr. Navroop Singh, Advocates for R-2/Ranbaxy.

CORAM:

HON‟BLE MR. JUSTICE MADAN B.LOKUR

HON‟BLE MS. JUSTICE MUKTA GUPTA

1. Whether the Reporters of local papers may be allowed to see the judgment? Yes

2. To be referred to Reporter or not? Yes

3. Whether the judgment should be reported Yes in the Digest? MUKTA GUPTA, J.

1. The Respondent No. 1 herein had filed a civil suit being CS (OS) No.

40/2010 against the Appellants and the Respondent No. 2 herein inter alia seeking the following prayers:

"i) a decree for declaration to the effect that the plaintiff was the rightful proprietor of trade mark CAPSOLA, CAPSOLA GOLD AND CAPSOLA PREMIUM in relation of animal feed supplement and the stock of CAPSOLA branded goods transferred to Vetnex Animal Health Limited. by the plaintiff were legitimate goods, manufactured and marketed in accordance with law;

FAO (OS) No.189/2010 & 190/2010 Page 3 of 38 ii) a decree for declaration that defendant nos. 1, 2 & 3, on expiry of agreement dated 20.11.2006, have no right to use or claim proprietary right in the trade mark CAPSOLA and any such use thereafter constitutes acts of passing off;

iii) a decree of permanent injunction restraining defendant nos. 1, 2 & 3 from manufacturing, promoting, marketing, distributing, advertising, packaging, selling or offering for sale, directly or indirectly dealing in animal feed supplement, pharmaceutical preparations or any other related goods under the trade mark CAPSOLA or any other trade mark deceptively similar thereto as may lead to confusion or deception amount to passing off. iv) an order for rendition of accounts of profit illegally earned by the Defendant Nos. 1, 2, 3 and a decree for an amount so found due or in the alternative, a decree for Rupees One Crore (1,00,00,000/-) towards compensatory and penal damages may be passed in favour of the Plaintiff and against the Defendants nos. 1, 2, 3; v) award exemplary costs of the present proceedings in favour of the Plaintiff and against the Defendant nos. 1, 2, 3; and

vi) any other order as this Hon‟ble Court deems fit and proper in the facts and circumstances of the present case."

2. Along with the plaint an application under Order XXXIX Rule 1 and 2 being I.A. No. 3079/2010 was filed, seeking ex-parte injunction which was granted to the Respondent No. 1. Vide the ex-parte order dated 13th January, 2010 the Appellants have been restrained from using the trademark „CAPSOLA‟ in relation to animal feed supplements or from using any other FAO (OS) No.189/2010 & 190/2010 Page 4 of 38 trademark deceptively similar thereto as may amount to passing off goods and business of the Respondent No. 1 herein. This order dated 13th January, 2010 was served on the Appellants on 20th January, 2010. The Appellant filed an application for vacation of the interim order under Order XXXIX Rule 4 CPC being I.A. No.1903/10 and simultaneously filed a reply to the application under Order XXXIX Rule 1 and 2 on 15th February, 2010. According to the Appellant, the Respondent concealed vital facts at the time of seeking ex parte ad interim order dated 13th January, 2010. The matter came up for hearing on 17th February, 2010 when due to non-availability of the learned Single Judge the matter could not be heard and was adjourned to 15 th March, 2010, the date already fixed.

3. On 15th March, 2010 the learned Single Judge of this Court issued notice in the application under Order XXXIX Rule 4 and fixed the matter for 25th May, 2010. Aggrieved by the orders dated 13th January, 2010 and 15th March, 2010, the Appellants have preferred the present appeals, when an objection with regard to maintainability of the appeals was raised by the learned counsel for the Respondent No. 1. Thus, the issue of maintainability of the present appeals is being dealt in the first instance. FAO (OS) No.189/2010 & 190/2010 Page 5 of 38 MAINTAINABILITY 4. Learned counsel for the Respondent No. 1 contends that the present appeals are not maintainable as the impugned orders are not appealable orders under Section 104 or Order 43 Rule 1 CPC and in this regard relies on a decision rendered by this Court in the case of Allied Nippon Limited. & another v. M/s Allied Motors, 1999 (80) DLT 38. He also relies on the provisions of Order XXXIX Rule 3A contending that since the application for vacation was filed after a long time of service of ex parte interim order, the same could not have been disposed of within thirty days and thus the Appellants cannot complain of the delay. 5. In response learned counsel for the Appellants contends that as per Order XXXIX Rule 3A where the Court grants an injunction without giving notice to the opposite party, the Court shall make an endeavour to finally dispose of the application within thirty days from the injunction granted and if the same is not disposed of in thirty days the Court has to record reasons for such inability. It is further contended not only was the application under Order XXXIX Rule 1 and 2 not decided in thirty days, the notice itself was beyond thirty days. It is further contended that on an application for vacation of stay moved under Order XXXIX Rule 4 when a party has made false and FAO (OS) No.189/2010 & 190/2010 Page 6 of 38 misleading statements, the Court has to vacate the injunction unless, for reasons to be recorded it considers that it is not necessary to do in the interest of justice. Order XXXIX Rule 3A and 4 CPC reads as under: - "3-A. Court to dispose of application for injunction within thirty days.- Where an injunction has been granted without giving notice to the opposite party, the Court shall make an endeavour to finally dispose of the application within thirty days from the date on which the injunction was granted; and where it is unable so to do, it shall record its reasons for such inability.

4. Order for injunction may be discharged, varied or set aside.- Any order for an injunction may be discharged, or varied, or set aside by the Court, on application made thereto by any party dissatisfied with such order:

Provided that if in an application for temporary injunction or in any affidavit supporting such application, a party has knowingly made a false or misleading statement in relation to a material particular and the injunction was granted without giving notice to the opposite party, the Court shall vacate the injunction unless, for reasons to be recorded, it considers that it is not necessary so to do in the interest of justice;

Provided further that where an order for injunction has been passed after giving to a party an opportunity of being heard, the order shall not be discharged, varied or set aside on the application of that party except where such discharge, variation or setting aside has been necessitated by a change in the circumstances, or unless the Court is satisfied that the order has caused undue hardship to that party."

FAO (OS) No.189/2010 & 190/2010 Page 7 of 38

6. It is the contention of the learned counsel for the Appellants relying on the decision rendered in A. Venkatasubbiah Naidu v. S. Challappan and others, 2000 (7) SCC 695 that in case the learned Single Judge does not decide the application under Order XXXIX Rule 4 and the application of the Respondent under Order XXXIX Rule 1 and 2 in terms of Order XXXIX Rule 3 A and 4 within thirty days and does not record reasons, the party against whom the injunction is granted gets a right to file an appeal. The relevant portions of the judgment are:

"19. The aforesaid Rule casts a three-pronged protection to the party against whom the ex parte injunction order was passed. First is the legal obligation that the Court shall make an endeavour to finally dispose of the application of injunction within the period of thirty days. Second is, the legal obligation that if for any valid reasons the Court could not finally dispose of the application within the aforesaid time the Court has to record the reasons thereof in writing.

20. What would happen if a Court does not do either of the courses? We have to bear in mind that in such a case the Court would have by-passed the three protective humps which the legislature has provided for the safety of the person against whom the order was passed without affording him an opportunity to have a say in the matter. First is that the Court is obliged to give him notice before passing the order. It is only by way of a very exceptional contingency that the Court is empowered to by-pass the said protective measure. Second is the statutory obligation cast on the Court to pass final orders on the application within the period of thirty days. Here also it is only in very exceptional cases that the Court can by-pass such a rule in which cases the legislature mandates on the FAO (OS) No.189/2010 & 190/2010 Page 8 of 38 Court to have adequate reasons for such bypassing and to record those reasons in writing. If that hump is also bypassed by the Court it is difficult to hold that the party affected by the order should necessarily be the sole sufferer.

21. It is the acknowledged position of the law that no party can be forced to suffer for the inaction of the Court or its omissions to act according to the procedure established by law. Under the normal circumstances the aggrieved party can prefer an appeal only against an order passed under Rules 1, 2, 2A, 4 or 10 of Order 39 of the Code in terms of Order 43 Rule 1 of the Code. He cannot approach the appellate or revisional Court during the pendency of the application for grant or vacation of temporary injunction. In such circumstances the party who does not get justice due to the inaction of the Court in following the mandate of law must have a remedy. So we are of the view that in a case where the mandate of Order 39 Rule 3A of the Code is flouted, the aggrieved party, shall be entitled to the right of appeal notwithstanding the pendency of the application for grant or vacation of a temporary injunction, against the order remaining in force. In such appeal, if preferred, the appellate Court shall be obliged to entertain the appeal and further to take note of the omission of the subordinate Court in complying with the provisions of Rule 3A. In appropriate cases, the appellate Court, apart from granting or vacating or modifying the order of such injunction, may suggest suitable action against the erring judicial officer, including recommendation to take steps for making adverse entry in his ACRs. Failure to decide the application or vacate the ex-parte temporary injunction shall, for the purposes of the appeal, be deemed to be the final order passed on the application for temporary injunction, on the date of expiry of thirty days mentioned in the Rule."

Reliance is also placed on a decision of the Hon‟ble Supreme Court in Shiv Kumar Chadha and others v. Municipal Corporation of Delhi and others, 1993 (3) SCC 161, relevant paras 34, 35 and 36 whereof are:

FAO (OS) No.189/2010 & 190/2010 Page 9 of 38 "34. The imperative nature of the proviso has to be judged in the context of Rule 3 of Order 39 the Code. Before the proviso aforesaid was introduced, Rule 3 said "the Court shall in all cases, except where it appears that the object of granting the injunction would be defeated by the delay, before granting an injunction, direct notice of the application for the same to be given to the opposite party". The proviso was introduced to provide a condition, where Court proposes to grant an injunction without giving notice of the application to the opposite party, being of the opinion that the object of granting injunction itself shall be defeated by delay. The condition so introduced is that the Court "shall record the reasons" why an ex parte order of injunction was being passed in the facts and circumstances of a particular case. In this background, the requirement for recording the reasons for grant of ex parte injunction, cannot be held to be a mere formality. This requirement is consistent with the principle, that a party to a suit, who is being restrained from exercising a right which such party claims to exercise either under a statute or under the common law, must be informed why instead of following the requirement of Rule 3, the procedure prescribed under the proviso has been followed. The party who invokes the jurisdiction of the Court for grant of an order of restraint against a party, without affording an opportunity to him of being heard, must satisfy the Court about the gravity of the situation and Court has to consider briefly these factors in the ex parte order. We are quite conscious of the fact that there are other statutes which contain similar provisions requiring the Court or the authority concerned to record reasons before exercising power vested in them. In respect of some of such provisions it has been held that they are required to be complied with but non-compliance thereof will not vitiate the order so passed. But same cannot be said in respect of the proviso to Rule 3 of Order 39. The Parliament has prescribed a particular procedure for passing of an order of injunction without notice to the other side, under exceptional circumstances. Such ex parte orders have far reaching effect, as such a condition has been imposed that Court must record reasons before passing such order. If it is held that the FAO (OS) No.189/2010 & 190/2010 Page 10 of 38 compliance of the proviso aforesaid is optional and not obligatory, then the introduction of the proviso by the Parliament shall be a futile exercise and part of Rule 3 will be a surplusage for all practical purpose. Proviso to Rule 3 of Order 39 of the Code, attracts the principle, that if a statute requires a thing to be done in a particular manner, it should be done in that manner or not all. This principle was approved and accepted in well-known cases of Taylor v. Taylor and Nazir Ahmed v. Emperor. This Court has also expressed the same view in respect of procedural requirement of the Bombay Tenancy and Agricultural Lands Act in the case of Ramchandra Keshav Adke v. Govind Joti Chavare.

35. As such whenever a Court considers it necessary in the facts and circumstances of a particular case to pass an order of injunction without notice to other side, it must record the reasons for doing so and should take into consideration, while passing an order of injunction, all relevant factors, including as to how the object of granting injunction itself shall be defeated if an ex parte order is not passed. But any such ex parte order should be in force up to particular date before which the plaintiff should be required to serve the notice on the defendant concerned. In the Supreme Court Practice 1993, Vol.1, at page 514, reference has been made to the views of the English Courts saying:

Ex parte injunctions are for cases of real urgency where there has been a true impossibility of giving notice of motion....

An ex parte injunction should generally be until a certain day, usually the next motion day....

36. Accordingly we direct that the application for interim injunction should be considered and disposed of in the following manner:

(i) The Court should first direct the plaintiff to serve a copy of the application with a copy of the plaint along with relevant documents on the counsel for the Corporation or FAO (OS) No.189/2010 & 190/2010 Page 11 of 38 any competent authority of the Corporation and the order should he passed only after hearing the parties.

(ii) If the circumstances of a case so warrant and where the Court is of the opinion, that the object of granting the injunction would be defeated by delay, the Court should record reasons for its opinion as required by proviso to Rule 3 of Order 39 of the Code, before passing an order for injunction. The Court must direct that such order shall operate only for a period of two weeks, during which notice along with copy of the application, plaint and relevant documents should be served on the competent authority or the counsel for the Corporation. Affidavit of service of notice should be filed as provided by proviso to Rule 3 of Order 39 aforesaid. If the Corporation has entered appearance, any such ex parte order of injunction should be extended only after hearing the counsel for the Corporation.

(iii) While passing an ex parte order of injunction the Court shall direct the plaintiff to give an undertaking that he will not make any further construction upon the premises till the application for injunction is finally heard and disposed of." Reliance is also placed on the decision of this Court in the case of Ratna Commercial Enterprises Limited. and another v. Vasutech Limited., AIR 2008 Delhi 99 (DB).

7. Bound as we are by the decision of the Hon‟ble Supreme Court in the case of A. Venkatasubbiah Naidu v. S. Challappan(Supra), in view of the fact that even on 15th March, 2010 the case was simply adjourned to a date beyond thirty days without recording reasons, the objection of the learned FAO (OS) No.189/2010 & 190/2010 Page 12 of 38 counsel for the Respondent qua maintainability of the present appeal is rejected. We are in agreement with the views expressed by the division bench of this Court in the case of Ratna Commercial Enterprises Limited. and another v. Vasutech Limited., AIR 2008 Delhi 99 (DB). The relevant portions of the said decision are as under:

"19. The upshot of the above delineation of the law by the Hon'ble Supreme Court is as under:

(i) In the exceptional circumstances where a Court is unable to dispose of the application Under Order 39 Rule 4 within 30 days 'It shall record its reasons for such inability';

(ii) If the court does not dispose of the application then notwithstanding the fact that the order is not appealable in terms of Order 43 Rule 1, the aggrieved party shall be entitled to the right of appeal; and

(iii) When such an appeal is filed 'the appellate court shall be obliged to entertain the appeal and further to take note of the omission of the court in complying with the provisions of Rule 3A."

ON MERITS

8. Learned counsel for the Appellants contends that the Respondent No. 1 clearly misstated facts in the plaint by asserting that it was the undisputed proprietor of the trade mark „CAPSOLA‟ for animal feed supplement, plasting materials and bandages on account of:

FAO (OS) No.189/2010 & 190/2010 Page 13 of 38 a) Being successor in title and business of animal feed supplement business of Ranbaxy which was the prior user of the trade mark CAPSOLA;

b) Proprietorship acknowledgement of the plaintiff by defendant no. 3 as recorded in agreement dated 1.11.2005 and 26.11.2006 which included CAPSOLA;

c) Registered trade mark CAPSOLA recorded in the name of plaintiff."

9. According to the learned counsel for the Appellants the assertion that the "Registered trademark CAPSOLA is recorded in the name of plaintiff" is clearly misleading and misstating facts as the Respondent No. 1/plaintiff is the registered trademark holder of „CAPSOLA‟ for bandages and plasters in class 5 and not animal feed supplements or veterinary animal feed supplement medicines.

10. Learned counsel for Appellants contends that in fact both the Respondents were admittedly aware of the fact that Appellant No. 3 was the undisputed registered owner and proprietor of the trade mark „CAPSOLA‟ for animal feed supplement in class 31 and veterinary animal feed supplement medicines in class 5. It is further contended that all material facts and documents in this regard were concealed from the learned Single Judge resulting in passing of the ex-parte ad-interim order dated 13th January, 2010.

FAO (OS) No.189/2010 & 190/2010 Page 14 of 38

11. Learned counsel for the Appellants also contends that the claim of the Respondent for „CAPSOLA‟ brand for animal feed supplements from 2000 is only on the basis of its manufacturing being got done from the Appellants and the same is evident from para 6 of the plaint where there is a clear admission that it was the Appellant No.3 who was manufacturing and supplying to Ranbaxy Laboratory Limited. (in short Ranbaxy)/Respondent No.2 herein, which it was marketing since 2000. It is contended that admittedly the Appellants are not only prior user of „CAPSOLA‟ brand for animal feed supplements but also the registered proprietor. That vide agreement dated 1st January, 2004 Ranbaxy admitted the ownership of Parth Parental Private. Limited. (in short PPPL)/Appellant No.3 herein, for the trademark as by that time PPPL had got the trademark „CAPSOLA‟ brand in class 31 and 5 for animal feed supplements and veterinary animal feed supplements medicine, assigned to it from Pearl Private. Limited. (in short Pearl) by an assignment deed dated 17th February, 2003 and thus Ranbaxy Fine Chemical Limited. (in short RFCL) could not have got any better title then what Ranbaxy had as on 30th September, 2005, that is, the date of agreement between Ranbaxy and RFCL.

12. It is contended that the claim of Respondent No.1 qua CAPSOLA brand for animal feed supplements in view of the agreements dated 1 st November, 2005 and 20th November, 2006 between RFCL Limited. and the Appellants is also FAO (OS) No.189/2010 & 190/2010 Page 15 of 38 untenable as the Annexure `A‟ along with agreement dated 1 st November, 2006 has not been filed and deliberately concealed and in the agreement dated 20th November, 2006 there was a subsequent correction which fact has also been concealed in the plaint.

13. It is also contended that the Appellants are defendants in the suit and it is for the Respondent No.1 to have produced the relevant document and demonstrated a prima facie case that it owned the „CAPSOLA‟ brand for animal feed supplements by virtue of user. It is further contended that the Respondent No. 1, that is, RFCL Limited. in the civil suit is seeking a declaration under Section 34 of the Specific Relief Act which is a discretionary relief and in such a relief no injunction can be granted till the declaration is given by the Court. It is also contended that RFCL further renamed as RFCL Limited. Having sold its animal health division to Vetnex Animal Health Limited. (in short Vetnex) it has no personal interest in the matter and thus in terms of Section 41 (J) of the Specific Relief Act it cannot maintain the present suit against the Appellants. It is further contended that the prima facie case and balance of convenience lies in favour of the Appellants and not the Respondent No. 1. It is contended that the present suit for declaration and injunction has been filed belatedly and hence the Respondent No. 1 was not entitled to an injunction. Since the Respondent No.1 suppressed material facts in the plaint, that PPPL FAO (OS) No.189/2010 & 190/2010 Page 16 of 38 was asked to negotiate with M/s Pearl Drugs Private. Limited. (in short „Pearl‟) whereafter it purchased the trademark „CAPSOLA‟ for animal feed supplements and veterinary animal feed supplement medicines from Pearl and became its registered owner, it is entitled to vacation of stay on this ground alone.

14. Learned counsel for the Appellants further contends that in view of the fact stated hereinabove the plaint of the Appellant No. 1 is liable to be rejected as: - "i). The Respondent No. 1/Plaintiff could not have transferred to Vetnex any right in trade mark CAPSOLA in class 31 for animal feed supplement which it did not inherit from Ranbaxy and so did not possess any right thereto, and ii). In any case, the Respondent no. 1/Plaintiff had no interest on the date of filing of the suit in trade mark CAPSOLA whatsoever and only Vetnex Animal Health Limited. could have brought the proceedings, if at all, in respect of CAPSOLA in class 5."

15. Learned counsel for the Respondent No.1 on the other hand claims that the word „CAPSOLA‟ was first coined and adopted by Ranbaxy, RFCL Limited.‟s predecessor in interest on 7th August, 1986 for bandages and plaster in class 5. In 2000 Ranbaxy started using the trade mark „CAPSOLA‟ for its animal feed supplements. Vide agreement dated 1st January, 2001 between Ranbaxy and FAO (OS) No.189/2010 & 190/2010 Page 17 of 38 PPPL, the ownership of Ranbaxy in trade mark „CAPSOLA‟ for animal feed supplements is clearly recognized. Ranbaxy having transferred its entire animal health division to RFCL on 30th September, 2005 it is thus the owner of „CAPSOLA‟ brand for animal feed supplements. The claim of the Respondent is based not on infringement but on passing off being a prior user. Learned counsel for the Respondent in this regard has relied on the decision rendered by this Court in the case of Century Traders v. Roshan Lal Duggar & Co. , AIR 1978 Delhi 250, J.K. Jain and others v. Siff-Davies Inc, 2000 PTC 244 (DB), N.R. Dongre and others v. Whirlpool Corporation and others, AIR 1995 Delhi 300.

16. It is further contended on behalf of the Respondent that the Appellant having taken advantage under the agreement, having got the manufacturing fee and acknowledging the proprietorship of the Respondent, the Appellants are now estopped from claiming proprietorship in the trademark „CAPSOLA‟. It is further contended that the conduct of the parties itself establishes that Ranbaxy was the proprietor of title „CAPSOLA‟ as the Appellant never objected to the user of this trademark by the Respondent. Not only this the Appellant‟s also permitted the Respondent to enter into an agreement with Harshvardhan for supply of animal feed supplements under the brand „CAPSOLA Gold‟.

FAO (OS) No.189/2010 & 190/2010 Page 18 of 38

17. We have heard learned counsel for the parties at length. At the outset it may be mentioned here that there is no dispute to the entitlement of Ranbaxy qua „CAPSOLA‟ brand with regard to plaster and bandages in class 5 which was registered vide registration No. 458212 B dated 7th August, 1986 and the only dispute is with regard to „CAPSOLA‟ brand for animal feed supplements and veterinary animal feed supplement medicines. The Appellants were manufacturing animal feed supplements under the brand name „CAPSOLA‟ for the Respondent No. 2 that is Ranbaxy since the year 2000. The relevant portion of the plaint in this regard is: "6. CAPSOLA branded animal feed supplement were manufactured and supplied by PPPL to Ranbaxy and they were marketed by Ranbaxy under its own name since 2000."

18. The Appellant entered into an agreement with Respondent No. 2 on 1 st January, 2001 and it is this agreement that RFCL Limited. rests its claim of prior user being the successor in interest of Ranbaxy and thus the owner and proprietor of the trademark „CAPSOLA‟ for the animal feed supplement in class 31. The relevant portions of the agreement dated 1st January, 2001 between Appellant No. 3/PPPL and Ranbaxy are as under: - FAO (OS) No.189/2010 & 190/2010 Page 19 of 38 "B. RANBAXY wishes to secure a reliable and ongoing source for manufacture of certain PRODUCTS as listed in Annexure „A‟ hereto.

C. PPPL represents that it has necessary facilities and technical competence for manufacture of PRODUCTS in accordance with specifications and standards set out. THE PARTIES therefore have mutually discussed and arrived at this agreement in the terms and conditions as follows:

1. PPPL shall manufacture on behalf of and deliver to RANBAXY the PRODUCTS as per terms and conditions set out hereinafter. This agreement is non-exclusive and RANBAXY reserves the right to source the PRODUCTS from elsewhere by prior informing to PPPL 60 days in advance.

2. PPPL guarantees and warrants that the PRODUCTS to be manufactured and supplied hereunder shall in all respects be strictly in accordance with the standards and specifications applicable to the PRODUCTS and as may be specified by RANBAXY in writing. The specifications may be revised by RANBAXY and accepted by PPPL from time to time. The manufacture of PRODUCTS shall include in particular.

(i) ...

(ii) ...

(iii) ...

(iv) Packaging and labeling of PRODUCTS in

accordance with RANBAXY specifications.

|. ...

|. ...

18. PPPL acknowledges that any trademarks under which the PRODUCTS are manufactured and sold as contemplated in the present Agreement shall at all times be and remain

FAO (OS) No.189/2010 & 190/2010 Page 20 of 38 the sole and exclusive property of RANBAXY and PPPL shall have no express or implied right, title or interest therein."

19. On 20th December, 2002 a notice was issued by Pearl to Ranbaxy with a copy to PPPL alleging infringement of its copyright stating that they are the owners of trademark „CAPSOLA‟ for the animal feed supplements in class 5 and 31, registered vide nos. 1124385 and 1124386 respectively. To this Dr. N. Sinha, Sr. Manager (Production), Animal Health Division of Ranbaxy requested the Appellant No. 1 by a letter dated 6th January, 2003 and requested it to sort out the matter. The letter dated 6th January, 2003 is reproduced as under:

"Mr. Jayesh K. Shukla

Managing Director

Parth Parenteral Private. Limited.

G.I.D.C. Estate, National Highway,

Kalol (N.G.) 382 725

Sub: NOTICE FOR `CAPSOLA‟ BRAND

Dear Mr. Shukla,

We are in receipt of notice dated 20th December, 2002, from M/s Pearl Drugs Private. Limited., addressed to us and copy to you informing about misuse and infringement of their trademark `Capsola‟. They have claimed to be the trademark owner and advised us to withdraw and desist forthwith from using the brand `Capsola‟ for Animal Feed Supplement.

FAO (OS) No.189/2010 & 190/2010 Page 21 of 38 Now, in the above matter, I have taken legal view and it is sure that we are on the wrong side as the brand which we have is for medicated plaster and bandage and not for animal feed supplement.

You are therefore requested to take immediate steps otherwise we have to change the brand name `Capsola‟ and it will create a difficult situation in the market.

Kindly do the needful at once and inform me.

Yours sincerely

For Ranbaxy Laboratories Limited.

Sd/-

(Dr. N.SINHA)

Senior Manager (Production)

Animal Health Care Division" On negotiations between PPPL and Pearl an agreement was entered into on 17th February, 2003 and by a deed of assignment the trademark „CAPSOLA‟ for veterinary animal feed supplement medicines and animal feed supplements in class 5 and 31 respectively were assigned by Pearl to PPPL. Thus on 17th February, 2003 the Appellants became the proprietor of trade mark „CAPSOLA‟ for the animal feed supplements in class 5 and 31, FAO (OS) No.189/2010 & 190/2010 Page 22 of 38 which effort of the Appellant No. 1 was duly appreciated by Dr. Sanjay Chibber of Ranbaxy vide letter dated 7th March, 2003. 20. On 1st January, 2004 an agreement was entered into between Ranbaxy and PPPL whereby the terms and conditions were completely changed. The relevant clauses of the agreement dated 1st January, 2004 between Ranbaxy and are as under: -

"1. DEFINITIONS:

1.1 The expression "Product" shall mean As per Annexure „A‟,

|. ...

|. ...

5. PROMOTION OF THE PRODUCTS:

RANBAXY shall use its best efforts to promote the PRODUCT in India. PPPL agrees to provide reasonable quantities of promotional material as requested by RANBAXY from time to time.

|. ...

|. ....

7. Brand Names:

The PRODUCT shall be sold by RANBAXY under the trademark of PPPL. RANBAXY acknowledges that all rights, title and interest in trademarks and the pack design, get up etc. of the PRODUCT pack used by PPPL on the PRODUCT as above shall always vest in PPPL and RANBAXY shall not at any point of time be deemed to acquire any right, title or interest in such trademarks or pack design.

FAO (OS) No.189/2010 & 190/2010 Page 23 of 38

8. QUALITY

8.1 PPPL warrants that the PRODUCT sold and supplied to RANBAXY as per terms of this Agreement will conform to the specifications as set out in Technical Dossiers of the PRODUCT as supplied by PPPL to RANBAXY as

per terms and conditions of this Agreement.

|. ...

|. ...

10. WARRANTY

10.1. PPPL warrants that the PRODUCT supplied by it hereunder are in conformity with PPPL‟s standard specifications and that they are suitable for the applications indicated in writing by PPPL.

|. ...

|. ....

|. ....

19. Either party acknowledges that this Agreement along with schedule appended hereto constitutes the entire Agreement between the parties and supersedes all previous negotiations and arrangements between the parties with respect to the subject matter hereof."

That as per annexure „A‟ of the agreement dated 1st January, 2004 the product as agreed upon in this agreement trademark „CAPSOLA‟ relating to animal feed supplements is mentioned at serial No. 5. Thus by agreement dated 1st January, 2004 Ranbaxy agreed to the ownership of PPPL for the trademark „CAPSOLA‟ for animal feed supplements. Further as per clause FAO (OS) No.189/2010 & 190/2010 Page 24 of 38 19, the agreement dated 14th January, 2004 superseded all previous agreements between the parties.

Check List by Info Agents	Available in Report (Yes / No)
1) Year of Establishment	Yes
2) Locality of the firm	Yes
3) Constitutions of the firm	Yes
4) Premises details	No
5) Type of Business	Yes
6) Line of Business	Yes
7) Promoter’s background	Yes
8) No. of employees	Yes
9) Name of person contacted	No
10) Designation of contact person	No
11) Turnover of firm for last three years	Yes
12) Profitability for last three years	Yes
13) Reasons for variation <> 20%	--
14) Estimation for coming financial year	No
15) Capital in the business	Yes
16) Details of sister concerns	Yes
17) Major suppliers	No
18) Major customers	No
19) Payments terms	No
20) Export / Import details (if applicable)	No
21) Market information	--
22) Litigations that the firm / promoter	Yes
23) Banking Details	Yes
24) Banking facility details	Yes
25) Conduct of the banking account	--
26) Buyer visit details	--
27) Financials, if provided	Yes
28) Incorporation details, if applicable	Yes
29) Last accounts filed at ROC	Yes
30) Major Shareholders, if available	Yes

NOTE

The Registered Office of the company has been shifted from Village Ganguwala Paonta Sahib, District Sirmour – 173 025, Himachal Pradesh, India to the present address w.e.f. 07.03.2008.

BACKGROUND

Subject was incorporated on 22.01.1991 in the name of Ranbaxy Bio Chemicals Limited. The name of the Company was changed to Ranbaxy Fine Chemicals Limited on 26.02.1996 and further to RFCL Limited on 17.11.2006. Pursuant to a business purchase agreement entered into with Ranbaxy Laboratories Limited on 30.09.2005, the Animal Health Care and Diagnostic Business Divisions were taken over by the Company as a going concern on a slump sale basis with effect from 30.11.2005.

Pursuant to the Composite scheme of Arrangement, Amalgamation and Reconstruction under Section 391 to 394 of the Companies Act,1956 between the Company, Vetnex Animal Health Limited (VAHL) and Alved Pharma and Foods Private Limited, the entire Vetnex Division of the Company is de-merged and stands transferred and vests in VAHL with effect from April 1, 2008.

OPERATIONS

The Company recorded sales of Rs 2460.890 Millions. as against Rs 2423.060 Millions. in the previous year.

During the year the Revenue is at Par with last year mainly because of discontinuation of one of the product line under Medical Services business of Diagnostic business. Company’s PBIDT is also down to Rs 44.740 Millions as against Rs 197.300 Millions. of Previous Year. This is mainly because of high cost incurred on defending the Litigation and restructuring of the business including change in the shareholding of the Company.

CONTINGENT LIABILITIES

Rs. in millions

Particulars	31.03.2011	31.03.2010
Guarantees furnished to banks	36.172	27.112
Excise duty liability	22.675	18.410
Sales tax and Trade tax liability *	20.583	10.677

* Inclusive of amount deposited under protest Rs.7.754 Millions (previous year Rs.2.819 Millions).

BANKERS CHARGES REPORT AS PER REGISTRY

Corporate identity number of the company	U24209DL1991PLC175849
Name of the company	RFCL LIMITED
Address of the registered office or of the principal place of business in India of the company	A-3, Okhla Industrial Area, Phase - 1, New Delhi – 110 020, India ashok.jain@RFCL.in
This form is for	Modification of charge
Charge identification (ID) number of the charge to be modified	10305446
Type of charge	· Book debts · Others (Inventories , movable assets held as current asset)
Particular of charge holder	ICICI Bank Limited, Landmarkrace Cource Circle, Alkapuri, Vadodara – 390 015, Gujarat, India shanthi.venkatesan@icicibank.com
Nature of instrument creating charge	Supplementary Deed of Hypothecation
Date of instrument Creating the charge	29.02.2012
Amount secured by the charge	Rs.550.000 Millions
Brief of the principal terms an conditions and extent and operation of the charge	Rate of Interest CC- sum of I base and spread per annum i.e.(Current I Base is 10.00% + Spread is 4.10%)= 14.10% pa WCDL=sum of I Base and spread per annum i.e.( Current I Base is 10.00%+ Spread is 3.30%)= 13.30% pa Terms of Repayment On Demand Margin Inventory = 25% Book Debts = 40% Extent and Operation of the charge First Pari passu charge by way of hypothecation of the company"s entire stocks of raw materials .semi- finished and finished Goods, consumable story and spares ay and clean and such other movables including book debts , bills whether documentary or clean, outstanding monies receivables both present and future.
Short particulars of the property or asset(s) charged (including complete address and location of the property)	Entire stocks of RM,GIP,SFG and FG, consumable stores and spares and other movables including book debts, bills whether documentary or clean, both present and future more specified in schedule II of DOH.
Particulars of the present modification	Enhancement of credit limits.

FIXED ASSETS

· Land

· Factory Building

· Leasehold Improvements

· Plant and Machinery:

· Factory Plant and Machinery

· Computer and Software

· Office equipment

· Furniture and Fixtures

· Vehicles

Website Details

Subject, is now a part of Avantor Performance Materials, Inc (USA), a company owned by New Mountain Capital. It focuses on 2 strategic business units – RANKEM - Scientific Laboratory Solutions and DIAGNOVA - Diagnostics, Medical Devices and Life Sciences, The two business segments cover a range of customer segments including Pharmaceuticals, Biotechnology, R and D Laboratories, Food Processing, In Vitro Diagnostic facilities in clinical labs, hospitals, and nursing homes.

Guided by its philosophy of becoming a globally respected company in the field of Life Sciences and Laboratory Solutions, RFCL aims to inculcate a value system which places the customer interest as the foremost, fosters integrity and mutually beneficial relations with all its business partners, provides a challenging environment which encourages learning and innovation, and empowers its people to deliver exceptional customer value.

LEADERSHIP TEAM

Sushil Mehta, Managing Director – RFCL

Sushil has a total of 30 years of experience in Life Sciences Business. At RFCL, he spearheads 2 key business areas; the Scientific Laboratory Solutions business (Rankem) and the Biomedical Solutions business (Diagnova). RFCL, which is owned by ICICI Ventures, is aspiring to become a leading player in the Life Sciences and Lab Solutions Business. Sushil has worked with leading MNCs such as Glaxo and Becton Dickinson (BD) and is currently leading RFCL as Managing Director and CEO. Sushil is a Postgraduate in Microbiology from Punjab University, Chandigarh. His key strengths include comprehensive understanding of Life Sciences market and organization building. He is backed with a very strong and professional management team and believes in nurturing a culture that is entrepreneurial, result oriented, customer focused and based on team-work.

Anand Sonbhadra, Executive Vice President – Finance

Anand has 22 years of work experience. He worked with reputed organizations like Ranbaxy Laboratories, Ricoh India Limited, RPG Enterprises, Lovelock and Lewis and S. B. Billimoria and Co. With his hard work and exposure to Audit, Financial Accounting, Business Finance and Commercial, Treasury Forex and Risk Management, Legal and M and A disciplines in Finance has earned him great success. A team player, he is known to approach issues with a solution driven orientation. Anand looks after the Finance function of RFCL.

A B.Com (Hons.) Graduate, he is professionally affiliated as Fellow Member of the Institute of Chartered Accountants of India and as a Member of the Institute of Certified Management Accountants of Australia. A facilitator of right policies, procedures, processes and controls, Anand believes that the financials are a true reflection of an organizations’ business practices and values. An avid reader and music lover, he likes to travel in his leisure time.

R. Govindan, Executive Vice President – Rankem

Govindan’s experience spans 25 years, having started his career as a Sales Engineer with Narutek India for a year and joining Ranbaxy thereafter as a front line Sales Representative. Working in different capacities during the past 23 years, he has earned his way to the coveted position of Executive Vice President at RFCL handling Laboratory Solution Business ‘Rankem’. Known for the passion and penchant for market extension and development of strong distribution network, he has built an invincible Team Rankem which has been crossing many landmarks in its journey to achieve the vision and mission in the Laboratory Solution Industry and take it to a leading position in the industry. Currently, he is focusing on his dream project to create a world class manufacturing facility, widen the Export market for RANKEM range and position the business for another round of “double the market growth rate” for next 4 years.

Veena Kohli, Executive Vice President – Diagnova

Veena obtained her Masters degree in Pharmacology and Bachelor’s degree in Human Biology from the All India Institute of Medical Sciences, New Delhi in 1985 and 1983 respectively. She joined the Diagnostics division of Ranbaxy Laboratories Limited. at the inception of the division in 1986. She has been responsible for the Manufacturing, Quality Assurance, Technical Services, Training, R and D and Product Management functions during her seventeen years’ tenure with the Diagnostics division. She was responsible for the Supply Chain and Technical Services of RFCL for three years. Currently, she is the Executive Vice President for the Diagnova SBU overseeing the three business units of In-vitro diagnostics, Medical systems and Life Sciences.

K.S. Vijay Kumar, Executive Vice President – Human Resources

Vijay Kumar has done Masters in HR from Tata Institute Of Social Sciences and graduated in Science from University of Delhi. He has over 30 years of comprehensive HR exposure in varied sectors like FMCG, Pharma and Telecom and ha s worked in senior capacities in Asian Paints, Ranbaxy, Xerox, Pepsi and Bharti . Vijay firmly believes in creating conducive work atmosphere for employee engagement through progressive HR policies where employees enjoy coming to work and contribute heartily towards growth of the company. Vijay enjoys long distance driving, keeping physically fit and reading.

Nandlal Chaudhary, Vice President – Projects and BEKM

Nandlal graduated from S.G.S.I.T.S Indore as Electronics and Telecommunication Engineer with a Diploma in Industrial and Business Management in 1983. He has worked with leading organizations like Boehringer Mannheim Germany, Johnson and Johnson U.S.A. and Ranbaxy Laboratories Limited in the field of Diagnostics. He has 27 years of work experience in establishing and handling Engineering Services, Development and Manufacturing of Biomedical Instruments and Software, Sales and Marketing of Instrument, Erection and Commissioning of Pharmaceutical and Diagnostics manufacturing facilities and driving 6σ initiative, business excellence and knowledge management. Highly Innovative, Creative and Analytical, Nandlal is a good trainer and mentor. He has successfully handled the project of commissioning of the first factory of RFCL at Haridwar. He is presently handling the new portfolio “Business Excellence and Knowledge Management” focussing on 6σ initiatives. He has recently commissioned the Diagnova manufacturing facility at Dehradun and is currently handling a new green-field Project of chemical manufacturing facility at Panoli Gujrat for Rankem division. He has acquired several additional certifications in quality and he is a certified Black Belt from IQF USA.

Ashok Jain, Associate Vice President – Finance

Ashok has a total experience of 19 years. He has worked with Organizations like Ranbaxy Laboratories Limited and Indian Rayon and Industries Limited.  He has a rich experience of working exposure to various areas of finance function which includes Financial Accounting, Treasury operations, Commercial operations including branch management, Legal and Secretarial matters. Ashok looks after the Finance and Commercial function of RFCL. He is a B.Com Graduate, Fellow member of the Institute of Chartered Accountants of India and Institute of Companies secretaries of India.

Dr. Rashmi Ranjan Mohanty – Head RandD and Technical

Rashmi Ranjan has M.Phil. and Ph.D. degrees in Organic chemistry from Utkal University, Orissa and has a cumulative experience of 14 years in research and academics. During 2004-06, he carried out his post-doctoral research in the field of Chiral Synthesis under the guidance of Prof. Thomas Nugent at International University Bremen (currently known as Jacobs University Bremen), Bremen, Germany.  He has research publications in many international journals of repute like ‘Organic Letters’, ‘Advanced Synthesis and Catalysis’, ‘European Journal of Chemistry’ etc and has an European Patent to his credit.

He joined RFCL Limited in March 2006 and since then has been actively involved in the development of many new products in the RANKEM range. Processes of many existing products have been modified by his team that has resulted in substantial cost-saving, high yield and quality enhancement. He has also been entrusted with the responsibility of Research and Development of NeoSynth (a SBU of RANKEM) to develop customized products and intermediates that cater to the need of pharmaceutical industries. A perfectionist to the core, through his methodical approach supported by a team of highly motivated scientists Rashmi Ranjan aspires to take RANKEM to the new heights in terms of expanding the product range and developing New Chemical Entities so as to make it a global brand.

He is a student of Hindustani classical music and a voracious reader of books on spirituality and self-development.

Bharat Bhatnagar - General Manager – Sales

Bharat has done his M.Phil in Organic chemistry from Kurukshetra University, Haryana and has done his post graduate in Sales and Marketing from Bhavan’s College of Communications, Baroda. Bharat’s experience spans 14 years, having started his career as a Sales Representative with Qualigens Fine Chemicals Limited. After working for four years, he joined Ranbaxy as a Front Line Territory Manager. Working in different positions in sales and in different territories, Bharat currently heads the Sales function at Rankem and is committed to create an industry-best sales team. Bharat is a man of action and accomplishment and enjoys listening to music and travelling. An excellent team builder and motivator, he creates the positive energy which influences every one.

Amit Singh, General Manager- Supply Chain

Amit has an experience of more than 22 years in the fine chemicals industry having worked with Ranbaxy, Glaxo and RFCL. Amit started as a front line sales representative and has since worked in various functions including Sales, Distribution, Logistics, Procurement, Production and Commercial. He is the man of vigor and numerous possibilities, actively contributes and helps other decide. Amit is a science graduate from Mumbai University and is also the all India topper at the executive management programme from IIT Mumbai (Batch of 2006-07). Amit loves to explore new challenges and is man of action. He loves travelling to new locations, listening to music and dabbles in the stock market

Harish Kumar – Deputy General Manager –Marketing, Exports and Business Development

Harish joined Ranbaxy Laboratories Limited. in 1990 as frontline sales person in the Laboratory Chemicals division. After successfully handling domestic sales for 12 years, Harish initiated and successfully grew the exports business at RFCL, managing international sales and marketing since last 6 years. In addition, he also looks after global marketing and business development activities at RFCL. He is a post-graduate in statistics and operations research and also an alumnus of IIFT, Delhi. A disciplinarian and avid learner, Harish strongly believes in systems and processes and enjoys reading and travelling.

Ganesh K Naik, Factory Head, Panoli.

Ganesh has done his BE in Chemical Engineering from Dharmsinh Desai Institute of Technology. Since then, Ganesh has an experience of more than 19 years in the chemical industry having worked with Lupin Agrochemicals, Bilag Industries, Micro Inks, PI Industries. During his career, he has moved up the organisational structure from a Senior Officer to Production Head of a manufacturing site through his organised way of working, focussed approach to debottlenecking process problems and good team building actions. Ganesh currently heads the Panoli facility for Rankem and is committed to create a world class manufacturing facility and also a outstanding team to operate the same. He loves travelling, listening to music and being in touch with current affairs.

Dr. Rajnish Bharti, General Manager – Diagnova LSG

Dr Rajnish Bharti has 22 years of experience in the field of Life Sciences and Healthcare Industries. In his overall career  Rajnish has worked in various profiles starting from Sales to Mission Quality to National Sales Manager and shifted laterally to “Marketing and Sales” as Business Head . He currently  is looking after the entire Life Sciences Business as General Manager. Prior to his joining RFCL in Life Sciences Group, Rajnish has worked in Wipro Biomed for 19  years in different functions with different roles. With his detailed knowledge of business domain and customer segment, he has been able to strategize the Business to Customer needs and align the organizational growth.  Rajnish is Masters in Science from Banaras Hindu University, Varanasi and did his Doctorate from Central Drug Research Institute, Lucknow.

Dr. Ram Pramod Tewari – General Manager RandD – Diagnova

Dr. Tiwari holds doctorate degree in Biotechnology and awarded with Indian, American and European patents and world intellectual property copyright from the World Intellectual Property Organization on his PhD work. Dr. Tiwari has published numerous research papers and articles in national and international peer-reviewed journals and co-authored several books. One of his book entitled “HIV and AIDS: Basic elements and priorities,” Published by Springer, Netherlands, USA has been rated as five stars by global reviewers and listed among top 10 on the section of Acquired immuno- deficiency syndrome and HIV in eleventh edition of medical faculty library by World Health Organization in 2007.

Dr.Tiwari has got  more than 18 years of rich experience in RandD, Production, regulatory affairs, infrastructure development, manpower and, product management, scientific and technical trouble shooting at various stages of complaint handling and problems resolving of any questionable products till end user  in India and abroad ,which includes Lupin Limited, Cadila Pharmaceuticals Limited, Nicholas Piramal India Limited and  Trinity biotech PLC. Nigeria. He loves with reading scientific journals, writing articles, books and research papers.

Dr. Bhavita Saxena, Deputy General Manager – ISBS

Bhavita is having more than 20 years of experience in IT industry. She has vast experience of handling multiple responsibilities like managing complete software development life cycle, business process re-engineering, maintenance and support of applications, presales, product evaluation, IT operations etc.

She worked with few of the known names like Time of India Group, Xerox Modi Corp, Genpact, Birlasoft and handled Fortune 100 clients across globe with a large team of 150-200 professionals.

Her believes in quality processes are very strong hence she had always been part of the organization’s quality initiatives like SEI-CMMI, SEI-PCMM, ISO 9901:2000, Six Sigma. She is also a Six Sigma Green Belt certified professional.

Working with large team she developed a quest to understand the work, motivation and performance patterns of employees which didn’t fit into any logic. This is what pulled her into understand and decoding the human psychology and she completed Master Practitioner in Neuro Linguistic Programming (NLP). Her skills and knowledge makes her a great mentor who likes to work silently making her team members living up to their potential.

K. Sridharan – Deputy General Manager – Commercial and Distribution

Sridharan is a versatile and experienced professional in fine chemicals and scientific industry having around 25 years with multi territory exposure and product lines. He started his career with Glaxo in fine chemicals division. At RFCL, Sridharan successfully led sales operations, business development, product development for Labware range and also subsequently headed Labware business.

Sridharan recently morphed to a new challenge which adds to his sales and marketing experience – currently heading the commercial and distribution operations for RFCL.

Sridharan is a good communicator, planner, learner and adaptable to new areas and challenges.

Rajan Agarwal – Deputy General Manager – Human Resources

Rajan has a Master’s Degree in HR Management from University of Pune. He has more than 13 years of work experience in the domain of Human Resource and Industrial Relations at the corporate as well as plant level.  He has comprehensive exposure to the entire gamut of HR related functions such as Organization Design and Structure, Talent Acquisition, Succession Planning, Talent Assessment, Performance Management, Rewards and Recognition, etc. in different organizations.  Rajan’s key strengths include a track record of change management leading to positive organizational outcomes, building organizational capability and innovating HR processes.  He is a highly motivated, positive and goal-oriented person for whom attention to detail as well as the ability to create effective and high-performance teams comes naturally.  He has worked with leading organizations like Reliance Retail, Denso, Panasonic and Orient Fans.

Sudeep Mukherjee – Deputy General Manager – Service, Diagnova

Sudeep has over 2 decades of experience in Diagnostics and Life Sciences industry. Having rich experience in handling service and Customer Satisfaction in Life Sciences and Diagnostics industry. He has worked in Boehringer Mannheim and Wipro Biomed for 17 years with different responsibilities and portfolios. In erstwhile assignments in Wipro Biomed Sudeep was Business Manager for North 2 handling entire Life Sciences, Medical and Diagnostics business including sales service and application and as National Service Manager. He is presently serving as DGM Service in Subject looking after Service and Application for IVD division of Diagnova.

Vivek Chandra, General Manager – Mergers and Acquisitions

Vivek has qualifications in Chemical Engineering and MBA in Marketing and Information Technology. Vivek started his career in 1993 with Aditya Birla Group in the field of production in their largest Viscose Fibre plant. Thereafter, he devoted 2 another years in the commissioning and operations of a large Fertiliser Plant. After 4 years of production experience, he took up a full-time MBA programme and joined RFCL as an Area Manager in the Speciality Chemicals Business of the company. In the last years 11 years at RFCL, he has worked across in multiple profiles including Marketing, Business Development, M and A and Strategic Planning. Vivek has been actively working on new business development initiatives, specifically looking at capability development projects. He worked extensively for the development of the Strategic Business Plans for Rankem and Diagnova businesses and currently looks after both M and A and Strategic Planning functions. Vivek loves to play the guitar and is an avid traveller and adventure seeking person.

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 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.55.83
UK Pound	1	Rs.87.41
Euro	1	Rs.70.43

INFORMATION DETAILS

Report Prepared by :

NTH

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	3
PAID-UP CAPITAL	1~10	3
OPERATING SCALE	1~10	4
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	4
--PROFITABILIRY	1~10	3
--LIQUIDITY	1~10	3
--LEVERAGE	1~10	3
--RESERVES	1~10	3
--CREDIT LINES	1~10	3
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	YES
--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	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		29

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.