MIRA INFORM REPORT

Report Date :

22.06.2012

IDENTIFICATION DETAILS

Name :	BAXTER INDIA PRIVATE LIMITED
Registered Office :	Plot No.183, Sector No.5, IMT Manesar, Gurgaon – 122 050, Haryana
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	11.06.1196
Com. Reg. No.:	5-38528
Capital Investment/ Paid-up Capital:	Rs.2289.542 Millions
CIN No.: [Company Identification No.]	U33112HR1996PTC038528
TAN No.: [Tax Deduction & Collection Account No.]	RTKB03369C
PAN No.: [Permanent Account No.]	AAACB3906F
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturer of CAPD Bags and IV Fluids.
No. of Employees:	Not Available

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 5080000
Status :	Moderate
Payment Behaviour :	Slow
Litigation :	Clear
Comments :	Subject is an established company having moderate track. There appears huge accumulated losses in the records of the company. The company has incurred loss again during the current year 2011. However, trade relations are reported as fair. Business is active. Payments are reported to be very slow. 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 :	Plot No.183, Sector No.5, IMT Manesar, Gurgaon – 122 050, Haryana, India
Tel. No.:	Not Available
Fax No.:	Not Available
E-Mail :	tarun_chaudhry@baxter.com
Corporate Office :	2nd Floor, Tower-C, Building No.8, DLF Cyber City, DLF Phase-II, Gurgaon-122 002, Haryana, India
Tel. No.:	91-124-4500200
Fax No.:	91-124-4500240

DIRECTORS

As on 27.09.2011

Name :

Mr. Ramanathan

Designation :

Director

Address :

Door No.4, Kaveri St. ram Nagar, Ambattur, Chennai -600053, Tamilnadu, India

Date of Birth/Age :

15.03.1967

Date of Appointment :

01.12.2010

Din No.:

00348954

Other Directorship:

.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	U33119DL1998PTC092006	KARL STORZ ENDOSCOPY INDIA PRIVATE LIMITED	Managing director	28/11/2006	2/1/2006	30/06/2008	Active	NO
2	U33112HR1996PTC038528	BAXTER INDIA PRIVATE LIMITED	Director	27/09/2011	1/12/2010	-	Active	NO

Name :

Mr. Akshay Nanda

Designation :

Director

Address :

D -603, Som Vihar, R,K Puram, Delhi -110022, India

Date of Birth/Age :

21.12.1965

Date of Appointment :

29.09.2006

Din No.:

00765224

Name :

Mr. Anish Vanraj Bafna

Designation :

Director

Address :

Apartments No. K-0106 at Central Pakr -1 Golf Course Road, Gurgon – 122002, Haryana India

Date of Birth/Age :

07.06.1969

Date of Appointment :

25.01.2010

Din No.:

02925792

Name :

Mr. Ongmu Gombu

Designation :

Director

Address :

Ma 1/7 3B Garden Estate, Gurgon – 122002, Haryana India

Date of Birth/Age :

02.05.1971

Date of Appointment :

23.04.2009

Din No.:

03034728

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	U33112HR1996PTC038528	BAXTER INDIA PRIVATE LIMITED	Director	30/09/2010	23/04/2010	-	Active	NO

KEY EXECUTIVES

Name :	Ashu Gusain
Designation :	Secretary
Address :	Street No.9, Brahampuri, Behind Midi Temple, Modi Nagar
Date of Birth/Age :	13.01.1984
Date of Appointment :	01.05.2009
Pan No.:	AQNPG1214F

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 27.09.2011

Names of Shareholders	No. of Shares
Baxter Pacific Investments Pte Limited, 150 Beach Road, # 30-01108, Gateway West, Singapore -189720	228954157
Baxter Healthcare (Asia) Pte Limited 150 Beach Road, # 30-01108, Gateway West, Singapore -189720	01
Total	228954158

As on 27.09.2011

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

BUSINESS DETAILS

Line of Business :

Manufacturer of CAPD Bags and IV Fluids.

GENERAL INFORMATION

No. of Employees :

Not Available

Bankers :

Standard Chartered Bank, Parliament Street, New Delhi, Delhi, India

Facilities :

Rs. In Millions

UNSECURED LOAN	31.03.2011	31.03.2010
Other external commercial borrowings unsecured	*1711.170	764.973
Deferred sales tax loan unsecured	**124.561	131.845
Total	1835.731	896.818

Footnote:

*[Balance represents External Commercial Borrowing of 1700,000,000 JPY and 17,255,000 USD (Previous year 1,561,170,000 JPY) taken from Baxter Pacific Investment Pte. Limited Singapore, the Holding Company for expansion projects. Payable within one year 85,000,000 JPY, equivalent to Rs.46.614 Millions (Previous year Nil)]

** [Deferred Sales Tax represents deferral of Sales-tax liabilities on IV fluid unit at Waluj under Maharashtra Sales Tax Act Scheme of 1988 and 1993 and is repayable in 6 years/ 5 years w.e.f. 2004 and 2009 respectively as per terms of the scheme. Payable within one year Rs.4.811 Millions (Previous year Rs. 3.184 Millions)]

Banking Relations :	--
Auditors :
Name :	Price Waterhouse and Company Bangalore Chartered Accountants
Address :	Building No. 8, 7th and 8th Floor, Tower B, DLF Cyber City, Gurgaon-122002, Haryana India
Pan No.:	AADFP9359C
Holding Company :	Baxter Pacific Investments Pte. Limited, Singapore
Ultimate Holding Company :	Baxter International Inc., Deerfield
Fellow Subsidiaries :	· Baxter Argentina SA · Baxter BV. Netherlands · Baxter China and Investment Company Limited · Baxter Corporation, Canada · Baxter Deutschland GmbH, Germany · Baxter Distribution Center, Europe SA, Belgium · Baxter Export Corporation, Deerfield · Baxter Healthcare Corporation Puerto Rico · Baxter Healthcare (Asia) Re Limited, Singapore · Baxter Healthcare (Malaysia) SON BHD · Baxter Healthcare (Suzhou) Company Limited, China · Baxter Healthcare (Thailand) Company Limited, Thailand · Baxter Healthcare Corporation - Puerto Rico · Baxter Healthcare Corporation, Deerfield · Baxter Healthcare Limited, Auckland · Baxter Healthcare Limited, Taiwan · Baxter Healthcare Limited, Thetford · Baxter Healthcare Limited, United Kingdom · Baxter Healthcare Philippines Inc. · Baxter Healthcare Pty. Limited, Australia · Baxter Healthcare SA Castlebar , Ireland · Baxter Healthcare SA, Singapore · Baxter Healthcare SA, Switzerland · Baxter Healthcare Trading Shanghai Company Limited, China · Baxter Healthcare, Guangzhou · Baxter Hellas, Greece · Baxter Hospitalar LTDA, Brazil · Baxter lmmuno Sociedad Anonima, Argentina · Baxter Inc., Korea · Baxter Innovations Gmbh, Austria · Baxter Limited, Japan · Baxter Malta Trading Company Limited, Malta · Baxter O.Y., Finland · Baxter SA.S. France · Baxter SPA., Italy · Baxter SA DE CV, Mexico · Baxter SA, Belgium · Baxter Service Europe, Belgium · Baxter World Trade Corporation, Deerfield · Baxter World Trade SA, Belgium · Baxter AG, Switzerland · Baxter SA (Lessines), Belgium · Mexico Plasti Esteril SA, Mexico · Baxter Healthcare Limited, Hong Kong · Baxter Medical AB, Sweden

CAPITAL STRUCTURE

As on 31.03.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
250000000	Equity Share	Rs.10/- each	Rs.2500.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
228954158	Equity Share	Rs.10/- each	Rs.2289.542 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		2289.542	2289.542	2289.542
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		0.000	0.000	0.000
4] (Accumulated Losses)		(1019.851)	(981.973)	(742.863)
NETWORTH		1269.691	1307.569	1546.679
LOAN FUNDS
1] Secured Loans		0.000	0.000	0.000
2] Unsecured Loans		1835.731	896.818	315.320
TOTAL BORROWING		1835.731	896.818	315.320
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		3105.422	2204.387	1861.999
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		1418.662	1033.884	1142.574
Capital work-in-progress		774.730	552.706	112.086
INVESTMENT		0.000	0.000	0.000
DEFERREX TAX ASSETS		74.936	74.569	34.761
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	818.303	914.209	678.091
	Sundry Debtors	352.490	332.731	251.800
	Cash & Bank Balances	573.487	472.820	459.461
	Other Current Assets	1.552	0.829	0.000
	Loans & Advances	235.212	176.958	355.329
Total Current Assets		1981.044	1897.547	1744.681
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditor	931.090	1091.101	812.518
	Other Current Liabilities	141.313	132.631	111.843
	Provisions	71.548	130.587	247.742
Total Current Liabilities		1143.951	1354.319	1172.103
Net Current Assets		837.094	543.228	572.578
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		3105.422	2204.387	1861.999

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		Sales	3767.000	1860.594	1614.660
		Manufacturer finished goods	0.000	40.004	(59.384)
		Exchanged Gain	0.000	67.147	0.000
		Other Income	103.300	107.385	84.124
		TOTAL (A)	3870.300	2075.130	1639.400
Less	EXPENSES
		Manufacturing Cost		1113.692	851.149
		Cost of Sales		935.088	910.580
		Exchange Loss		0.000	77.641
		Administrative Expenses		332.518	304.964
		Personal Expenses		527.845	447.461
		Selling Expense		356.792	340.065
				3265.935	2931.860
		Increase/ Decrease is stock		(1481.581)	(1414.335)
		TOTAL (B)	3918.800	1784.354	1517.525
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		Including Interst and Deprecation	290.776	121.875
Less	FINANCIAL EXPENSES (D)			5.470	8.947
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)			285.306	112.928
Less/ Add	DEPRECIATION/ AMORTISATION (F)			496.512	466.711
	PROFIT BEFORE TAX (E-F) (G)		(48.500)	(211.206)	(353.783)
Less	TAX (H)		(10.600)	27.903	(16.757)
	PROFIT AFTER TAX (G-H) (I)		(37.900)	(239.110)	337.026
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		(981.973)	(742.863)	(405.837)
	BALANCE CARRIED TO THE B/S		(1019.873)	(981.973)	(742.863)
	EARNINGS IN FOREIGN CURRENCY		618.968	608.639	373.696
	Earnings Per Share (Rs.)		(0.160)	(1.04)	(2.70)

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	(0.98)	(11.53)	(20.60)
Net Profit Margin (PBT/Sales)	(%)	(1.29)	(11.35)	(21.91)
Return on Total Assets (PBT/Total Assets}	(%)	(1.43)	(7.21)	(12.25)
Return on Investment (ROI) (PBT/Networth)		(0.04)	(0.16)	(0.23)
Debt Equity Ratio (Total Liability/Networth)		2.35	1.70	0.96
Current Ratio (Current Asset/Current Liability)		1.73	1.40	1.49

LOCAL AGENCY FURTHER INFORMATION

Check List by Info Agents	Available in Report [Yes/No]
Year of Establishment	Yes
Locality of the Firm	Yes
Constitution of the firm	Yes
Premises details	Yes
Type of Business	Yes
Line of Business	Yes
Promoters background	Yes
No. of Employees	Yes
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	-
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

Operations:

a) During the year the Company has recorded PBT (Loss) of Rs(48.500) Millions after considering an amortization/depreciation charge of Rs.213.300 Millions

In the previous year the company had recorded PBT (Loss) of Rs (211.200) Millions after considering an amortization/depreciation charge of Rs496.500 Millions

b) During the year, the company has lost significantly on account of foreign exchange, due to rupee depreciating to Yen and USD, resulting in foreign exchange loss on the outstanding Inter company Loan.

c) During the year company focused on improving the realizations and profitability in all its GBUs/Business Segments through a combination of price/realization improvement and volume drivers:

Bioscience Business : The GBU posted a 34% growth in top line over previous year and bottom line of 18%, through a combination of, upward Price revision of 9% (over previous year) in the Factors segment of this business and 6% reduction in Albumin segment of this business; and volume increased in these categories by 46% and 24% respectively. However, there was a 19% decrease in bottom line over previous year on account of overall increase in cost of goods sold by 64%.

Renal : The Renal business posted a growth in top line of 15% over previous year and bottom line of 6.5%; through a combination of upward Price revision of 2%, and volume increase of 15%, however there was a 25% decrease in bottom line over previous year, mainly driven by increased depreciation of 220% over previous year due to expansion at Manesar Plant and overall increase in cost of goods sold by 13%.

Medication Delivery : The Medication Delivery GBU has posted a 5% top line growth over previous year, mainly through overall upward Price revision of 5%, and bottom line of 3% as compared to a loss during the previous year. IVS business grew by 7% in top line over previous year on account of volume increase of 19%, however there was a decline of 10% in Price; FFS SBU posted 4% top line growth, mainly through price realization.

d) The company has completed investment of Rs.1200.000 Millions as of 31st March, 2011, at its Manesar facility. Further expansion at Manesar is expected to be completed by Year 2012 end. The company has also planned an investment of Rs.1100.000 Millions in the Waluj Facility for meeting the Indian and South East Asia Demand for renal business. The Waluj Expansion is also expected to be completed by Year 2012

.

e) The company looks forward to further enhancing and consolidating its market share by leveraging its strong product portfolio and introduction of new products and improving margins in the Renal, Medication Delivery and Bio-Sciences business segments. These three businesses continue to be the drivers for growth

FIXED ASSETS:

• Goodwill
• Non Complete Fees
• Distribution Network
• License Fee
• Software User License Fee
• Land and Land Improvement
• Building
• Plant and Machinery
• Leasehold Improvements
• Office Equipments
• Medical Equipment
• Computer and Software
• Electrical Fitting and Fixtures
• Furniture and Fittings
• Vehicles

CMT REPORT (Corruption, Money Laundering & Terrorism]

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

1] INFORMATION ON DESIGNATED PARTY

No records exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

2] Court Declaration :

No records exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

3] Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

4] Record on Financial Crime :

Charges or conviction registered against subject: None

5] Records on Violation of Anti-Corruption Laws :

Charges or investigation registered against subject: None

6] Records on Int’l Anti-Money Laundering Laws/Standards :

Charges or investigation registered against subject: None

7] Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

8] Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

9] Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

10] Press Report :

No press reports / filings exists on the subject.

CORPORATE GOVERNANCE

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

CONTRAVENTION

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

FOREIGN EXCHANGE RATES

Currency	Unit	Indian Rupees
US Dollar	1	Rs.56.42
UK Pound	1	Rs.88.45
Euro	1	Rs.71.52

INFORMATION DETAILS

Report Prepared by :

BYI

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	4
PAID-UP CAPITAL	1~10	4
OPERATING SCALE	1~10	3
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	3
--PROFITABILIRY	1~10	3
--LIQUIDITY	1~10	2
--LEVERAGE	1~10	3
--RESERVES	1~10	4
--CREDIT LINES	1~10	3
--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

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.