MIRA INFORM REPORT

Report Date :

06.06.2012

IDENTIFICATION DETAILS

Name :	OTSUKA CHEMICAL (INDIA) PRIVATE LIMITED (w.e.f. 11.03.2010)
Formerly Known As :	OTSUKA CHEMICAL (INDIA) LIMITED
Registered Office :	861-862, Joshi Road, Karol Bagh, New Delhi – 110005
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	02.01.2006
Com. Reg. No.:	55-144368
Capital Investment/ Paid-up Capital:	Rs.310.561 Millions
CIN No.: [Company Identification No.]	U24239DL2006PTC144368
TAN No.: [Tax Deduction & Collection Account No.]	DEL002697C
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturer and Distributor of Chemicals, Chemical Intermediates and Bulk Drugs.
No. of Employees:	Not Available

RATING & COMMENTS

MIRA’s Rating :

B (28)

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

Maximum Credit Limit :	USD 1200000
Status :	Moderate
Payment Behaviour :	Usually Correct
Litigation :	Clear
Comments :	Subject is a subsidiary of Otsuka, Japan and a part of Otsuka Group. It is an established company having moderate track. Trade relations are reported as fair. Business is active. Payments are reported to be usually correct and as per commitments. The company can be considered for business dealings 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 :	861-862, Joshi Road, Karol Bagh, New Delhi – 110005, India
Tel. No.:	91-124-4597980/ 4597979
Fax No.:	91-124-4597980
E-Mail :	accounts@otsukaindia.com
Website :	http://www.otsukaindia.com
Head Office :	416, JMD Pacific Square, Sector 15, Part II, Near 32nd Mile Stone, Gurgaon, Haryana, India
Tel No.:	91-124-4597979
Fax No.:	91-124-4597980
Email :	info@otsukaindia.com
Factory:	SP-3, 10 And 11, RIICO Industrial Area, Village Keshwana Rajpoot, Tehsil Kotputli, District Jaipur – 303108, Rajasthan, India

DIRECTORS

As on: 26.07.2011

Name :

Mr. Ryo Kikuchi

Designation :

Director

Address :

Flat No.21, X Block, Regency Park II, DLF City, Phase IV, Gurgaon – 122001, Haryana, India

Date of Birth/Age :

11.12.1957

Date of Appointment :

30.09.2009

DIN No.:

02780746

Name :

Mr. Manish Dhanuka

Designation :

Director

Address :

Cottage No. 4, 31B, Rajpur Road, Civil Lines, Delhi-110054, India

Date of Birth/Age :

28.09.1967

Date of Appointment :

02.01.2006

DIN No.:

00238798

Other Directorships :

S.No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Date of cessation	Company Status	Defaulting status
1	U74899DL1990PTC040509	DUKE IMPEX PRIVATE LIMITED	Director	15-06-90	15-06-90	-	Active	NO
2	U24100DL1993PLC052285	DHANUKA LABORATORIES LIMITED	Managing director	01-03-09	24-02-93	-	Active	NO
3	U24239DL2006PTC144368	OTSUKA CHEMICAL (INDIA) PRIVATE LIMITED	Director	02-01-06	02-01-06	-	Active	NO
4	U74899DL1984PTC029568	COSMO COMPONENTS PRIVATE LIMITED	Director	13-02-07	13-02-07	-	Active	NO

Name :

Mr. Mridul Dhanuka

Designation :

Director

Address :

Plot No. 95 B, E-2 Lane, Eastern Avenue, Sainik Farms, New Delhi-110062, India

Date of Birth/Age :

27.10.1980

Date of Appointment :

02.01.2006

DIN No.:

00199441

Other Directorships :

S.No.	CIN	Name of the Company	Current designation of the director	Date of appointment at current designation	Original date of appointment	Date of cessation	Company Status	Defaulting status
1	U70101DL2005PTC135106	M D BUILDTECH PRIVATE LIMITED	Director	20-04-05	20-04-05	-	Active	NO
2	U24100DL1993PLC052285	DHANUKA LABORATORIES LIMITED	Director	06-10-05	06-10-05	-	Active	NO
3	U24239DL2006PTC144368	OTSUKA CHEMICAL (INDIA) PRIVATE LIMITED	Director	02-01-06	02-01-06	-	Active	NO
4	U74899DL1960PLC003276	NORTHERN MINERALS LIMITED	Whole-time director	15-03-07	15-03-07	-	Amalgamated	NO
5	L34300DL1985PLC021785	HINDON MERCANTILE LIMITED	Director	07-09-10	16-12-09	25-03-11	Active	NO
6	L65921DL1984PLC018746	EXCLUSIVE LEASING AND FINANCE LIMITED	Director	10-09-10	17-12-09	23-05-11	Active	NO
7	U72200DL2006PTC147749	DHANUKA INFOTECH PRIVATE LIMITED	Director	30-09-10	04-09-10	-	Active	NO
8	L24219DL1985PLC020126	DHANUKA AGRITECH LIMITED	Whole-time director	29-07-11	23-05-11	-	Active	NO

Name :

Mr. Arun Malhotra

Designation :

Director

Address :

43, Deshbandhu Appartment, Kalkaji, New Delhi – 110019, India

Date of Birth/Age :

14.06.1960

Date of Appointment :

26.07.2010

DIN No.:

03147644

Name :

Mr. Hiroyoshi Tosa

Designation :

Director

Address :

5-17-10, Higashi, Ishiz-Cho, Hamadera, Sakai City, Osaka, Japan

Date of Birth/Age :

16.06.1966

Date of Appointment :

26.07.2011

DIN No.:

00264234

Name :

Mr. Yutaka Kameyama

Designation :

Director

Address :

Tsurajima – Chuo, 2-4-29, Kurashiki – City, Okayama Pref 7128012, Japan

Date of Birth/Age :

03.02.1961

Date of Appointment :

26.07.2011

DIN No.:

03166619

Name :

Mr. Kozo Yoshida

Designation :

Director

Address :

707 Nihonbashi, Hama Cho-1-9.4, Chuo, Ku Tokyo, Japan

Date of Birth/Age :

13.09.1964

Date of Appointment :

26.07.2011

DIN No.:

03585039

KEY EXECUTIVES

Name :	Mr. Sudhanshu Shekhar Thakur
Designation :	Secretary
Address :	Gali No. 7, Patel Nagar, Near Choti Hanuman Mandir, Gugaon-122001, Haryana, India
Date of Birth/Age :	26.11.1975
Date of Appointment :	02.06.2008
PAN No.:	AFTPT3667E

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on: 26.07.2011

Names of Shareholders	No. of Shares
Manish Dhanuka	50000
Mridul Dhanuka	50000
Dhanuika Laboratories Limited, India	1927248
Otsuka Chemical Company Limited, Japan	29028874
Total	31056122

As on: 21.01.2012

Names of Allottee	No. of Shares
Otsuka Chemical Company Limited, Japan	1363636
Total	1363636

As on: 21.05.2012

Names of Allottee	No. of Shares
Otsuka Chemical Company Limited, Japan	4148051
Total	4148051

Equity Share Break up (Percentage of Total Equity)

As on: 26.07.2011

Category	Percentage
Foreign holdings [Foreign institutional investors, Foreign Companies, Foreign Financial Institutions, Non-resident Indian or Overseas corporate bodies or others]	93.47
Bodies corporate	6.21
Directors or relatives of directors	0.32
Total	100.00

BUSINESS DETAILS

Line of Business :

Manufacturer and Distributor of Chemicals, Chemical Intermediates and Bulk Drugs.

PRODUCTION STATUS: (31.03.2011)

Particulars	Unit	Licensed Capacity	Installed Capacity	Actual Production
Active Pharmaceuticals Intermediates	MT	NA	300.00	366.12

GENERAL INFORMATION

No. of Employees :

Not Available

Bankers :

· Bank of Tokoyo

· ECB Miziho Bank

Facilities :

(Rs. In Millions)

Secured Loan	As on 31.03.2011	As on 31.03.2010
Foreign currency loans banks secured	653.642	828.324
Working capital loans banks secured	0.000	100.070
Working capital loans others secured	146.514	0.000
Total	800.156	928.394

Banking Relations :	--
Auditors :
Name :	Dinesh Mehta and Company Chartered Accountant
Address :	21, Dayanand Marg, Darya Ganj, New Delhi-110002, India
Tel. No.:	91-11-23272623/ 23272168
Fax No.:	91-11-23286562
E-Mail :	anupamehta@dmc.ca.net dmc@dmc.ca.net
PAN No.:	AAAFD3623P
Holding Company :	Otsuka Chemical Company Limited
Fellow Subsidiaries :	· OCC Japan · Otsuka Foods Company Limited · Otsuka � MGC Chemical Company Limited, Japan · Shanghai Otsuka Company Limited · Otsuka Chilled Foods Company Limited · P.T.Lautan Otsuka Chemical · Otsuka Chemical Company Limited · Otsuka Chemical Company

CAPITAL STRUCTURE

After: 26.07.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
38500000	Equity Share	Rs.10/- each	Rs.385.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
32419758	Equity Share	Rs.10/- each	Rs.324.198 Millions

As on: 31.03.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
32000000	Equity Share	Rs.10/- each	Rs.320.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
31056122	Equity Share	Rs.10/- each	Rs.310.561 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		310.561	256.016	202.725
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		919.534	645.516	325.947
4] (Accumulated Losses)		(0.647)	(0.513)	0.000
NETWORTH		1229.448	901.019	528.672
LOAN FUNDS
1] Secured Loans		800.156	928.394	1220.652
2] Unsecured Loans		0.000	0.000	0.000
TOTAL BORROWING		800.156	928.394	1220.652
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		2029.604	1829.413	1749.324
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		1110.365	1279.245	1401.892
Capital work-in-progress		122.771	0.000	0.000
INVESTMENT		0.000	0.000	0.000
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	410.046	184.744	106.293
	Sundry Debtors	211.518	331.517	171.926
	Cash & Bank Balances	240.062	2.662	16.754
	Other Current Assets	13.065	10.329	6.460
	Loans & Advances	200.936	188.631	179.957
Total Current Assets		1075.627	717.883	481.390
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditor	218.493	138.591	113.551
	Other Current Liabilities	52.364	26.025	16.387
	Provisions	8.302	3.099	4.329
Total Current Liabilities		279.159	167.715	134.267
Net Current Assets		769.468	550.168	347.123
MISCELLANEOUS EXPENSES		0.000	0.000	0.309
TOTAL		2029.604	1829.413	1749.324

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		Income	1205.928	1082.820	284.119
		Other Income	NA	NA	3.493
		TOTAL (A)	NA	NA	287.612
Less	EXPENSES
		Increase/(Decrease) in Finished Goods/ Work in Process			(64.251)
		Raw Material Consumed			278.993
		Manufacturing Expenses			102.624
		Personnel Expenses			49.987
		Selling, General and Administrative Expenses			11.823
		Foreign Exchange Fluctuation Loss/ (Gain)			187.126
		TOTAL (B)	NA	NA	566.302
Less	PROFIT/ LOSS BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		228.084	285.209	(278.690)
Less	FINANCIAL EXPENSES (D)		15.736	19.508	32.345
	PROFIT/ LOSS BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		212.348	265.701	(311.035)
Less/ Add	DEPRECIATION/ AMORTISATION (F)		183.787	185.952	196.944
	PROFIT/ LOSS BEFORE TAX (E-F) (G)		28.561	79.749	(507.979)
Less	TAX (H)		(0.003)	(0.011)	(1.633)
	PROFIT/ LOSS AFTER TAX (G-H) (I)		28.564	79.760	(506.346)
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		NA	NA	10.027
	BALANCE CARRIED TO THE B/S		NA	NA	(496.319)
	EARNINGS IN FOREIGN CURRENCY
		Export Earnings	210.037	261.437	NA
	TOTAL EARNINGS		210.037	261.437	NA
	IMPORTS
		Raw Materials	334.727	350.856	112.544
		Stores & Spares	0.503	0.427	0.969
	TOTAL IMPORTS		335.230	351.283	113.513
	Earnings/Loss Per Share (Rs.)		1.10	3.49	(29.39)

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	NA	NA	(176.05)
Net Profit Margin (PBT/Sales)	(%)	2.37	7.36	(178.79)
Return on Total Assets (PBT/Total Assets}	(%)	1.31	3.99	(26.97)
Return on Investment (ROI) (PBT/Networth)		0.02	0.09	(0.96)
Debt Equity Ratio (Total Liability/Networth)		0.88	1.22	2.56
Current Ratio (Current Asset/Current Liability)		3.85	4.28	3.59

LOCAL AGENCY FURTHER INFORMATION

Check List by Info Agents	Available in Report [Yes/No]
Year of Establishment	Yes
Locality of the Firm	Yes
Construction of the firm	Yes
Premises details	No
Type of Business	Yes
Line of Business	Yes
Promoters background	Yes
No. of Employees	No
Name of Person Contacted	No
Designation of contact person	No
Turnover of firm for last three years	Yes
Profitability for last three years	Yes
Reasons for variation <> 20%	-
Estimation for coming financial year	No
Capital the business	Yes
Details of sister concerns	Yes
Major Suppliers	No
Major Customers	No
Payment Terms	No
Export / Import Details [If Applicable]	No
Market Information	-
Litigations that the firm / promoter involved in	-
Banking Details	Yes
Banking Facility Details	Yes
Conduct of the banking account	-
Buyer visit details	-
Financials, if provided	Yes
Incorporation details, if applicable	Yes
Last accounts filed at ROC	Yes
Major Shareholders, if applicable	Yes

OVERALL REVIEW

They are living in today's world, which rapidly evolving the business scenarios and economic environment. All successful businesses learned from this and constantly changing their strategies to take the advantage of changed business environment.

India continues showing growth over the last few years in manufacturing and service sector. Indian has a very advantageous position over other developing countries due to high demand of products and services within India itself. However, high inflation rate and increasing interest rate will impact the rapidly growing Indian story. Government is taking all the measures to control inflation, so that India's GDP growth will remain be above 8.5% in next couple of years.

The Indian Pharmaceutical Industry, today, is in the front rank of India's science-based industries with wide ranging capabilities in the complex field of drug manufacturing and technology. In terms of technology, quality and range of medicines manufactured, India ranks very high in the developing countries.

The company had performed very well last year and achieved significant mile stone by way of cost reduction and optimization of plant utilization. Demand of company's product GCLE is growing and company is scaling up the manufacturing facility to meet the increased demand. Company has developed a very stable customer base and positioned no 1 in GCLE domestic market. Competition from China and Indian manufacturer's are increasing and company is evolving new and innovative marketing strategies to counter the competitor's and set a target to be remain no 1 in Indian GCLE market

FUTURE PROSPECT

The Company is now focusing to increase the production capacity and to work towards customer satisfaction for providing better quality of services. Focus on customer need and better service is the DNA of the Company.

Company is also evolving different ways to expand business beyond manufacturing of GCLE. Considering the increasing demand of downstream products manufactured from GCLE, future of company is very good.

CONTINGENT LIABILITIES:

Imposition of entry tax in Rajasthan State is sub-judice matter, and challenged by many companies in Supreme Court of India regarding it's legal applicability. However company has estimated the entry tax liability of Rs. 3.556 Millions till 31st March 2011.

FIXED ASSETS:

· Land

· Building

· Plant and Machinery, Electrical

· Furniture and Fixture

· Computer

· Vehicles

· Software

AS PER WEBSITE DETAILS:

PROFILE

The Otsuka Pharmaceutical Group originated in 1921, with the establishment of Otsuka Pharmaceutical Factory. In the early days, the company was engaged in the manufacture and sale of industrial and pharmaceutical chemicals, and entered into intravenous solutions business in 1946.

In 2008 Otsuka Holdings took over all Otsuka subsidiary companies under it’s control. Today there are 153 companies under the banner of Otsuka Holdings. Today, they Subject is one of the group company of Otsuka Holdings.

There first step towards development of this Key technology for the manufacture of GCLE was laid between 1980 to 1982. They started with electrochemical en e-type chlorination of the N-substitute (3-methyl-3-butenoate) of the azetidinones, followed by construction of the cephem framework by ammonia-promoted recyclization. The phenylsulfonyl moiety worked effectively for trapping the in situ generated sufenic acid in the first step, as a protecting group in the en e-type chlorination, and as a good leaving group in the final recyclization step.

They continued there efforts and made improvements in each of the sequential processes up to a level, feasible for industrial production of GCLE

In 1984 they constructed lab scale plant in Japan and started production GCLH and GCLE. In 1988, they succeeded in producing 18mt GCLE in a year. They decided to produce GCLE as there original product and established first commercial plant in 1990 with an installed capacity of 150 mt / year.

Today, There Japanese plant is producing more than 220 mt GCLE / year. There efforts to improve GCLE manufacturing technology is continuing even today. Over a period of years, there customer base has also expanded not only in Japan but also in Italy, USA, China, Korea and India.

Finally, they have decided to establish a second plant, there first in India, in 2006. This State of the art, fully automatic plant started producing GCLE in 2008, and today Subject group is the largest producer of GCLE in the world.

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.55.56
UK Pound	1	Rs.85.52
Euro	1	Rs.69.50

INFORMATION DETAILS

Report Prepared by :

VRN

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	3
PAID-UP CAPITAL	1~10	4
OPERATING SCALE	1~10	3
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	3
--PROFITABILIRY	1~10	4
--LIQUIDITY	1~10	3
--LEVERAGE	1~10	3
--RESERVES	1~10	3
--CREDIT LINES	1~10	2
--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	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		28

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.