MIRA INFORM REPORT

Report Date :

19.05.2012

IDENTIFICATION DETAILS

Name :	RUBICON RESEARCH PRIVATE LIMITED (w.e.f 06.05.1999)
Formerly Known As :	RUBICON CONSULTANTS PRIVATE LIMITED
Registered Office :	221,Goregaon- Mulund Link Road, off B.S Marg, Bhandup (West), Mumbai-400078, Maharashtra
Country :	India
Financials (as on) :	31.302011
Date of Incorporation :	06.05.1999
Com. Reg. No.:	11-119744
Capital Investment/ Paid-up Capital:	Rs.210.450 Millions
CIN No.: [Company Identification No.]	U73100MH1999PTC119744
TAN No.: [Tax Deduction & Collection Account No.]	MUMR09729G
PAN No.: [Permanent Account No.]	AABCR1422M
Legal Form :	Private Limited Liability Company
Line of Business :	Providing Knowledge process Outsourcing (KPO) Services
No. of Employees:	Not Available

RATING & COMMENTS

MIRA’s Rating :

Ba (47)

RATING		STATUS	PROPOSED CREDIT LINE
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory

Maximum Credit Limit :	USD 1399000
Status :	Satisfactory
Payment Behaviour :	Usually correct
Litigation :	Clear
Comments :	Subject is a well established company having satisfactory 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 good for normal business dealings at usual trade terms and conditions.

NOTES:

Any query related to this report can be made on e-mail: infodept@mirainform.com while quoting report number, name and date.

ECGC Country Risk Classification List – September 30, 2011

Country Name	Previous Rating (30.06.2011)	Current Rating (30.09.2011)
India	A1	A1

Risk Category	ECGC Classification
Insignificant	A1
Low	A2
Moderate	B1
High	B2
Very High	C1
Restricted	C2
Off-credit	D

LOCATIONS

Registered Office :	221, Annexe Building, Goregaon- Mulund Link Road, off L B.S Marg, Bhandup (West), Mumbai-400078, Maharashtra, India
Tel. No.:	91-22-6141 4000 (30hunting Lines)
Fax No.:	91-22-61414021
E-Mail :	mail@rubiconresearch.com rubicon@rubicon.co.in venkat@rubicon.co.in
Website :	http://www.rubicon.co.in
Factory:	Plot No. K 30/4 and 30/5, Additional MIDC, Ambernath, District Thane -421506, Maharashtra, India
Tel. No.:	91-251-2621721/3/6
Fax No.:	91-251-2621733

DIRECTORS

As on 30.09.2011

Name :

Mr. Sudhir Dhirendra Pilgaonkar

Designation :

Director

Address :

6/L/801, Neelam Nagar, V.B. Phadke Road, Mulund (East), Mumbai-400081, Maharashtra, India

Date of Birth/Age :

05.05.1952

Qualification :

B.Sc.(Chemistry), B.sc. (Tech) UTICT, India

Date of Appointment :

06.05.1999

Din No.:

00401594

Name :

Ms. Pratibha Sudhir Pilgaonkar

Designation :

Director

Address :

6/L/801, Neelam Nagar, V.B. Phadke Road, Mulund (East), Mumbai-400081, Maharashtra, India

Date of Birth/Age :

12.06.1954

Qualification :

B.Sc.(Chemistry), B.sc. (Tech) UTICT, India

Date of Appointment :

01.06.2000

Din No.:

00401516

Name :

Mr. Nitin Kagnnath Deshmukh

Designation :

Director

Address :

No. 201, Ekta Heritage, 15^th Road, Khar opposite Prestige Court, Mumbai-400052, Maharashtra, India

Date of Birth/Age :

07.11.1962

Qualification :

M.Pharm(UICT), MBA

Date of Appointment :

25.08.2007

Din No.:

00060743

Other Directorship:

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	U73100KA2000PLC028246	METAHELIX LIFE SCIENCES LIMITED	Nominee director	2/6/2005	2/6/2005	30/12/2010	Active	NO
2	U85110KA1961PLC001433	BHARAT FRITZ WERNER LIMITED	Director	23/03/2006	23/03/2006	29/07/2009	Active	NO
3	U74210TN2002PTC049197	MACROCOMM CONVERGENCE (INDIA) PRIVATE LIMITED	Additional director	2/5/2006	2/5/2006	-	Dormant	NO
4	U31200TZ1992PTC004114	DIGITRAC POWER CONTROLS PRIVATE LIMITED	Additional director	8/6/2006	8/6/2006	-	Amalgamated	NO
5	U31200TZ1984PTC001476	DYNA SPEDE INTEGRATED SYSTEMS PRIVATE LIMITED	Nominee director	28/08/2007	8/6/2006	2/7/2009	Active	NO
6	U74210PN2002PTC017313	VLIFE SCIENCES TECHNOLOGIES PRIVATE LIMITED	Nominee director	15/06/2006	15/06/2006	-	Active	NO
7	U05121KA2002PLC031204	DHAANYA SEEDS LIMITED	Director	7/8/2006	12/7/2006	30/12/2010	Active	NO
8	U63040AP1991PTC013178	DRS LOGISTICS PRIVATE LIMITED	Director	21/02/2008	13/02/2007	18/10/2008	Active	YES
9	U24230MH2000PTC125061	SIRO CLINPHARM PRIVATE LIMITED	Nominee director	28/03/2007	28/03/2007	-	Active	NO
10	U24230GJ2005PLC047111	INTAS BIOPHARMACEUTICALS LIMITED	Director	28/09/2007	14/08/2007	11/11/2010	Active	NO
11	U73100MH1999PTC119744	RUBICON RESEARCH PRIVATE LIMITED	Director	25/08/2007	25/08/2007	-	Active	NO
12	U24231MH1995PTC085656	INDUS BIOTECH PRIVATE LIMITED	Director	24/09/2007	30/08/2007	-	Active	NO
13	U74999PN2002PLC016834	BVG INDIA LIMITED	Nominee director	31/03/2008	31/03/2008	11/1/2011	Active	NO
14	U65990MH1994PLC077472	KOTAK INVESTMENT ADVISORS LIMITED	Whole-time director	1/4/2010	1/4/2008	-	Active	NO
15	U24230MH1971PLC015134	BHARAT SERUMS AND VACCINES LIMITED	Director	25/09/2009	21/11/2008	-	Active	NO
16	U85110KA2010PTC052540	MANIPAL HEALTH ENTERPRISES PRIVATE LIMITED	Nominee director	22/11/2010	22/11/2010	-	Active	NO
17	L24230AP1981PLC003201	NATCO PHARMA LIMITED	Additional director	9/2/2012	9/2/2012	-	Active	NO

Name :

Mrs. Maharukh Tehmasp Rustomjee

Designation :

Director

Address :

Dhun Building “A” Block, 2nd Floor, Dr. Dadasaheb Bhadkamkar Marg, Mumbai-400007, Maharashtra, India

Qualification:

M.Pharm (Pharmaceutics) UICT, India

Date of Birth/Age :

02.08.1962

Date of Appointment :

01.06.1999

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 30.09.2011

Names of Shareholders	No. of Shares
Tehmasp Rustomjee	65000
Sudhir Dhirendra Pilgaonkar	648700
Pratibha Sudhir Pilgaonkar	650000
Maharukh T Rustomjee	585000
Sudhi D Pilgaonkar and Dhirendra A Pilgaonkar	1300
Leburu S Rao	30000
Narendra N Borkar	10000
Anilkumar Gandhi and Kinjal A Gandhi	1000
Joy Verghese and Rebecca Joy	1000
Amita Surana and Praveen Surana	1000
Nitin Shingala and Trupti Shingala	5000
Nitin Jain and Ravi Saxena	12000
Maharukh Rustomjee	35000
Kotak Mahindra Trusteeship Services Limited A/c Kotak India Venture Fund I	1000
Total	2046000
Name of Preference Share Holder	No. of Shares
Kotak Mahindra Trusteeship Services Limited A/c Kotak India Venture Fund I	14365238
Mr Jamin Bhatt, Mr. Chandrashekhar Sathe and Mr. K.V.S. Manian (Trustees to)Kotak Employee Investment Trust- OCRPS	180005
Kotak India Venture (OFFshore) Fund.	4453757
Total	18999000

As on 30.09.2011

Category	Percentage
Bodies corporate	0.04
Directors or relatives of directors	97.00
Other top fifty shareholders	2.96
Total	100.00

BUSINESS DETAILS

Line of Business :

Providing Knowledge process Outsourcing (KPO) Services

GENERAL INFORMATION

No. of Employees :

Not Available

Bankers :

The Thane Janata Sahakari Bank Limited, Annant Laxmi Chambers, Naupada, Thane -400602, Maharashtra, India

Facilities :

Rs.in Millions

SECURED LOAN	31.03.2011	31.03.20100
Rupee term loans banks secured	109.530	126.923
Working capital loans secured	29.132	16.629
	138.662	143.552
Other details regarding secured debt	Amount repayable within one year Rs. 44.082Millions	Amount repayable within one year Rs. 45.526 Millions

Note:

Secured by equitable mortgage of land, building and plant and machinery, assignment of keyman insurance policy and fixed deposits with the bank.

Secured by personal guarantee given by directors (secured by hypothecation of book debts)

UNSECURED LOAN	31.03.2011	31.03.20100
Working capital loans others unsecured	1.000	1.000
Loans directors unsecured	10.600	5.000
Interest accrued due other debt unsecured	0.668	0.000
Total	12.668	6.000

Note:

From Shareholders

Banking Relations :	--
Auditors :
Name :	Godbole Aniruddha Shreekant Chartered Accountant
Address :	1st Floor Lodha Excelus, Apollo Mills Compound, N M Joshi Marg, Mahalaxmi, Mumbai - 400011
Pan No.:	AAKFB4397F

CAPITAL STRUCTURE

As on 31.03.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
2501000	Equity Share	Rs.10/- each	Rs.25.010 Millions
18999000	Preference Shares	Rs.10/- each	Rs.189.990 Millions
Total			Rs.215.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
2046000	Equity Share	Rs.10/- each	Rs.20.460 Millions
18999000	Preference Shares	Rs.10/- each	Rs.189.990 Millons
Total			Rs.214.450

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		210.450	210.450	210.450
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		139.193	115.442	70.502
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		349.643	325.892	280.952
LOAN FUNDS
1] Secured Loans		138.662	143.552	105.383
2] Unsecured Loans		12.268	6.000	3.000
TOTAL BORROWING		150.930	149.552	108.383
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		500.573	475.444	389.335
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		410.404	52.451	58.554
Capital work-in-progress		0.000	323.593	248.972
INVESTMENT		0.500	0.500	0.500
DEFERREX TAX ASSETS		(2.676)	7.114	6.459
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	0.000	0.000	0.000
	Sundry Debtors	81.501	77.296	40.246
	Cash & Bank Balances	6.588	10.583	31.348
	Other Current Assets	2.679	2.185	0.609
	Loans & Advances	64.171	49.169	48.314
	Unbilled work (at cost)	0.000	0.000	3.300
Total Current Assets		154.939	139.233	123.817
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditor	46.369	37.754	44.740
	Other Current Liabilities	9.546	1.738	1.255
	Provisions	6.679	7.955	2.972
Total Current Liabilities		62.594	47.447	48.967
Net Current Assets		92.345	91.786	74.850
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		500.573	475.444	389.335

PROFIT & LOSS ACCOUNT

	PARTICULARS	31.03.2011	31.03.2010	31.03.2009
	TURNOVER	214.711	167.509	148.147
Less	EXPENSES	180.925	123.113	130.985
	PROFIT BEFORE TAX	33.786	44.396	17.162
Less	TAX	10.034	(0.543)	(5.903)
	PROFIT AFTER TAX	23.752	44.939	23.065
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD	114.966	70.027	46.962
	BALANCE CARRIED TO THE B/S	138.718	114.966	70.027
	EARNINGS IN FOREIGN CURRENCY	159.097	137.073	103.856
	Earnings Per Share (Rs.)	11.61	21.96	NA

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	11.06	26.83	15.57
Return on Total Assets (PBT/Total Assets}	(%)	5.98	23.16	9.41
Return on Investment (ROI) (PBT/Networth)		0.09	0.59	0.06
Debt Equity Ratio (Total Liability/Networth)		0.61	0.61	0.56
Current Ratio (Current Asset/Current Liability)		2.47	1.52	2.53

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	No
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:

Rubicon s income grew 21% over the last year. This is in line with the last 3 years growth. Rubicon has three business verticals: Contract Research Services, Developed Products for Out Licensing (DPO) and Clinical Trial Supplies (CTS). The contract research business continued to grow, despite weak global markets, with the company adding new clients to its portfolio. During the year, the companys DPO vertical was able to license one of its products to large pharmaceutical company, marking a significant milestone in the history of the company. CTS division has started operations. In the coming financial year the company expects significant growth in both top line and bottom line, mainly due to the traction in the DPO business and start of the CTS business

Background :

Rubicon Research Private Limited ('the Company') was incorporated on 6 May 1999. The Company is primarily engaged in providing services in relation to scientific and technical research and experiments in pharmaceutical products. The Company has set-up pharma research laboratory and has executed contracts for several customers from pharma industries located in India and abroad. The Company has obtained the approval from Ministry of Science and Technology, Government of India as Research and Development (RandD) company under Section 80-IB (8A) of the Income-tax Act, 1961. The Company has its cGMP facility at Ambernath (Thane).

Bankers Charges Report as per Registry

Corporate identity number of the company	U73100MH1999PTC119744
Name of the company	RUBICON RESEARCH PRIVATE LIMITED
Address of the registered office or of the principal place of business in India of the company	221,Goregaon- Mulund Link Road, off B.S Marg, Bhandup (West), Mumbai-400078, Maharashtra, India Email: venkat@rubicon.co.in
This form is for
Type of charge	· Book debts · Movable property (not being pledge)
Particular of charge holder	The Thane Janata Sahakari Bank Limited, Annant Laxmi Chambers, Naupada, Thane -400602, Maharashtra, India Email: scctjsb@tjsb.co.in
Nature of instrument creating charge	Hypothecation Of Tangible Movable Machinery And Plant (Flc Cum Term Loan)
Date of instrument Creating the charge	22.12.2011
Amount secured by the charge	Rs.50.000 Millions
Brief of the principal terms an conditions and extent and operation of the charge	Rate of interest: As may be decided by the Bank Terms of Repayment Repayable In 54 Equal Monthly Installments Of Rs.1.215 Millions- each. Period - 60 Months Margin Margin - 20% Extent and Operation of the charge Charge is created for hypothecation movable property, plant and machinery of the company in favour of the bank.
Short particulars of the property charged (Including location of the property)	· Charge Is Secured Against Hypothecation of All Its Present and Future Movable Plant And Machinery, Machinery Spares, Machinery Stores, Spares And Accessories Now or At Any Time Hereafter Belonging or · At Any Time Hereafter Belonging or At The Disposal of The Borrower or Which Shall Hereafter From Time To Time During The Continuance of This Agreement More Particularly Described In The · Hypothecation agreement as "the hypothecated assets".

Fixed Assets:

· Leasehold Land

· Leasehold Improvements

· Computers

· Lab Equipments

· Office Equipments

· Furniture and Fixtures

· Vehicles

· Air Conditioners and Refrigerators

· Electric Equipments

· Generator

AS PER WEB SITE DETAILS

PROFILE

Rubicon Research is a pioneer Drug Delivery Technology company in India and is recognized as a world class outsourcing partner in pharmaceutical industry. Rubicon’s proprietary technologies provide solutions for bioavailability enhancement, gastric retention, taste masking, and customising the release profiles. Rubicon has demonstrated excellence in the development of alternate dosage forms such as orally disintegrating tablets, dispersible tablets and various paediatric dosage forms.

They provide complete spectrum of services in the drug development program for their global partners consisting of formulation development, analytical development, stability evaluations and technology transfer.

Their manufacturing facility is well equipped to carry out clinical manufacturing, packaging and distribution logistics. They can also provide support for regulatory submissions of CMC part and also manufacture niche technology intensive product as commercial supplies.

Based on the three pillars of an evolved R&D team, globally recognized technology & innovative product solutions and enduring, long lasting relationships with the finest global healthcare organizations Rubicon is truly a “Research based product development solutions provider to the Healthcare industry of the world!”

Their Core Guiding Principle is “To pursue research and product development for projects that offer strong potential for sustained revenue generation while adding tangible value to all the stakeholders”

Within the defined scope of Rubicon’s core research competency including creative application for discovered molecules and excluding conscious new drug discovery and

Within Rubicon’s core business philosophy of establishing unique positioning in newer segments and circumventing overly crowded and commoditized business segments”

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.54.88
UK Pound	1	Rs.86.47
Euro	1	Rs.69.49

INFORMATION DETAILS

Report Prepared by :

BYI

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
PAID-UP CAPITAL	1~10	6
OPERATING SCALE	1~10	6
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	5
--PROFITABILIRY	1~10	5
--LIQUIDITY	1~10	5
--LEVERAGE	1~10	5
--RESERVES	1~10	5
--CREDIT LINES	1~10	5
--MARGINS	-5~5	-
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	NO
--AFFILIATION	YES/NO	NO
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		47

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.