MIRA INFORM REPORT

Report Date :

28.05.2012

IDENTIFICATION DETAILS

Name :	FRESENIUS KABI INDIA PRIVATE LIMITED

Formerly Known As :	FRESENIUS MAFATLAL MEDICALS LIMITED

Registered Office :	A-3, MIDC, Ranjangaon Ganpati, Taluka Shirur, Ranjangaon, District Pune-412220, Maharashtra

Country :	India

Financials (as on) :	31.03.2011

Date of Incorporation :	02.02.1995

Com. Reg. No.:	11-014017

Capital Investment / Paid-up Capital :	Rs. 636.286 Millions

CIN No.: [Company Identification No.]	U24231PN1995PTC014017

TAN No.: [Tax Deduction & Collection Account No.]	PNEF00178D

PAN No.: [Permanent Account No.]	AAACF2614E

Legal Form :	Private Limited Liability Company

Line of Business :	Manufacturer, Exporter and Importer of I. V. Drugs (Intravenous Fluids)

No. of Employees :	700 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

B (26)

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

Maximum Credit Limit :	USD 2900000

Status :	Moderate

Payment Behaviour :	Slow but correct

Litigation :	Clear

Comments :	Subject is a subsidiary of Fresenius AG, Germany. It is an established company having moderate track. There appears huge accumulated losses recorded by the company. Profitability of the company is under pressure. However, trade relations are reported as fair. Business is active. Payments are reported to be slow but correct. 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

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, MIDC, Ranjangaon Ganpati, Taluka Shirur, Ranjangaon, District Pune-412220, Maharashtra, India
Tel. No.:	91-2138-232283-4-5
Fax No.:	91-2138-232282
E-Mail :	fkipl@fresenius-kabi.com dharmesh.thaker@fresenius-kabi.com amol.kulkarni@fresenius-kabi.com
Website :	www.fresenius-kabi.co.in
Location :	Owned

Corporate Office :	Echelon Institutional Area, Plot No-11, Sector32, Gurgaon-122001, Haryana, India
Tel. No.:	91-124-4885000 / 3325000
Fax No.:	91-124-4885003

Mumbai Office :	301, 3rd Floor , Wagh Apartments, 3 Park Road, Vile Parle (East), Mumbai - 400 057, Maharashtra, India
Tel. No.:	91-22-26171047
Fax No.:	91-22-26135406
E-Mail :	mumbai.fkipl@fresenius-kabi.com

Pune Office :	5^th Floor, A-wing, Ashoka Plaza, Pune-Nagar Road, Survey No.32/2, Vadgaon Sheri, Viman Nagar, Pune-411014, Maharashtra, India
Tel. No.:	91-20-26634701 to 707
Fax No.:	91-20-26634710

Headquarters of Region Asia Pacific :	Rm 5101-23, 51/F Sun Hung Kai Centre, 30 Harbour Road, Wanchai, Hong Kong
Tel. No.:	+852 2116 2683
Fax No.:	+852 2116 3420
E-Mail :	asia-pacific@fresenius-kabi.com

DIRECTORS

AS ON 30.09.2011

Name :

Mr. Peter Folke Nilsson

Designation :

Managing Director

Address :

D 842, New Friends Colony, Delhi-110025, India

Date of Birth/Age :

06.11.1964

Date of Appointment :

10.03.2011

Date of Cession :

19.10.2011

DIN No.:

03438870

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	U24231PN1995PTC014017	FRESENIUS KABI INDIA PRIVATE LIMITED	Managing director	10/3/2011	10/3/2011	19/10/2011	Active	NO
2	L24231DL2003PLC119441	FRESENIUS KABI ONCOLOGY LIMITED	Managing director	20/10/2011	20/10/2011	-	Active	NO

Name :

Mr. Sanjay Kumar Gupta

Designation :

Whole Time Director

Address :

202, Auriga, Ziron Apartment, Viman Nagar, Pune – 411 014, Maharashtra, India

Date of Birth/Age :

21.05.1964

Date of Appointment :

10.07.2009

DIN No.:

02295921

Name :

Mr. Gajanan Diwakar Sathe

Designation :

Director

Address :

Rohan Garima, H1102, Survey No. 103/A/10+11, Bhamburda, Shivaji Nagar, Pune – 411 016, Maharashtra, India

Date of Birth/Age :

12.01.1953

Date of Appointment :

01.04.2003

DIN No.:

00017755

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	U73100MH1996NPL100174	THE PHARMACEUTICAL FORM-FILL-SEAL ASSOCIATION OF INDIA	Director	11/10/2002	11/10/2002	-	Active	NO
2	U24231PN1995PTC014017	FRESENIUS KABI INDIA PRIVATE LIMITED	Director	1/4/2003	1/4/2003	-	Active	NO

Name :

Mr. Juergen Wolfgang Lauterbach

Designation :

Additional Director

Address :

Flat B 12 F, Tower 3, 68, Bel Air Peak Avenue, Belair On Peak Wahfu, Hong Kong

Date of Birth/Age :

15.01.1969

Date of Appointment :

06.10.2010

DIN No.:

03277553

Name :

Mr. Gerhard Greier

Designation :

Additional Director

Address :

Seulberg, Oberbornstrasse 2, Friedrichsdorf, Germany-61381

Date of Birth/Age :

06.09.1956

Date of Appointment :

31.03.2011

DIN No.:

03486783

KEY EXECUTIVES

Name :	Mr. Amol Laxman Kulkarni
Designation :	Secretary
Address :	Flat No. D9, Sakhai Plaza, S.No.87/15B, Pune – 411 038, Maharashtra, India
Date of Birth/Age :	06.10.1979
Date of Appointment :	26.08.2009
PAN No.:	AQCPK8468Q

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 30.09.2011

Names of Shareholders	No. of Shares
Fresenius Kabi AG, Germany	59128620
Fresenius Kabi Deutschland GmbH, Germany	4500010
Total	63628630

AS ON 30.09.2011

Equity Shares Break Up	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, Exporter and Importer of I. V. Drugs (Intravenous Fluids)

Products :

ITC CODE	PRODUCT
30-03	Large volume intravenous fluids

PRODUCTION STATUS (AS ON 31.03.2011)

Particulars	Unit	Installed Capacity

Intravenous Fluids	Nos.	42000000

Note:

Licensed capacity is not stated in view of abolition of industrial licensing for the products manufactured by the Company.

Installed capacity is per annum as certified by management.

Particulars	Unit	Production
Generies	Bottles	46194702
speciality	Bottles	1650567

GENERAL INFORMATION

No. of Employees :

700 (Approximately)

Bankers :

State Bank of India, Industrial Finance Branch, Wakdewadi, Pune – 411 003, Maharashtra, India
Deutsche Bank, Hazarimal Somani Marg, Fort, Mumbai – 400 001, Maharashtra, India

Facilities :

Secured Loan	Rs. In Millions 31.03.2011	Rs. In Millions 31.03.2010
Working capital loans secured
Working capital loans banks secured	11.624	8.586
Total	11.624	8.586
Note: The above cash credit accounts are secured by way of first charge hypothecation of the Company's present and future machinery spares, tools and accessories, stock in trade consisting of raw material, work-in-progress, semi-finished goods, finished goods and book debts.
Unsecured Loan	Rs. In Millions 31.03.2011	Rs. In Millions 31.03.2010
Rupee term loans unsecured
Rupee term loans others unsecured	34.001	35.036
Working capital loans unsecured
Working capital loans others unsecured	215.979	240.726
Other debt unsecured	164.424	104.974
Total	414.404	380.736
Notes: (A) The sales tax deferral loan of the Company is repayable in annual installments commencing from the year 2009-10. Amount due within one year is Rs. 2.472 Millions (2010: Rs.1.228 Millions). Information is disclosed based upon assessment orders received till date from the respective authorities. (B) The above cash credit accounts and purchased export bills are secured by a corporate guarantee and umbrella facility given by Fresenius Kabi AG to the extent of Rs. 450.000 Millions (C) Loan from Holding Company represents External Commercial Borrowing (ECB) of Euro 1.4 million and Euro 1.2 million from Fresenius Kabi AG, the holding company. Euro 1.4 million loan is repayable on 18th August 2011. Loan of Euro 1.2 million will be replayed after 3 years from the date of drawdown i.e. 25^th Feb 2014.Interest rate fixed for the period of 6 months from the date of disbursement, is based on the 6 month Euro Libor plus a margin of 175 basis point p.a. Thereafter, the interest will be fixed every 6 months based on the respective Euro Libor plus 175 basis points.


Banking Relations :	--

Auditors :
Name :	BSR and Company Chartered Accountants
Address :	703, 7^th Floor, Godrej Castelmaine, Next to Ruby Hall Clinic, Bund Garden Road, Pune – 411 001, Maharashtra, India
Tel. No.:	91-20-30585764 / 30585765
Fax No.:	91-20-30585775
Pan No. :	AAAFB9852F

Ultimate Holding Company :	· Fresenius SE

Holds 100% of the equity share capital :	· Fresenius Kabi AG

Fellow Subsidiaries :	· Fresenius Kabi Asia Pacific · Fresenius Kabi Deutschland GmBH · Fresenius Netcare GmbH · Fresenius Medical Care India Private Limited · Fresenius Kabi Oncology Limited · Fresenius Kabi AB Sweden

CAPITAL STRUCTURE

AS ON 31.03.2011

Authorised Capital :

No. of Shares	Type	Value	Amount

75000000	Equity Shares	Rs.10/- each	Rs.750.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount

63628630	Equity Shares	Rs.10/- each	Rs.636.286 Millions

Note: All the above equity shares are held by Fresenius Kabi, AG ('the holding company') either by itself or its nominees.

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		636.286	636.286	636.286
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		625.713	625.713	625.713
4] (Accumulated Losses)		(517.891)	(484.380)	(419.271)
NETWORTH		744.108	777.619	842.728
LOAN FUNDS
1] Secured Loans		11.624	8.586	265.464
2] Unsecured Loans		414.404	380.736	126.013
TOTAL BORROWING		426.028	389.322	391.477
DEFERRED TAX LIABILITIES		0.000	0.000	0.000

TOTAL		1170.136	1166.941	1234.205

APPLICATION OF FUNDS

FIXED ASSETS [Net Block]		522.269	556.080	550.752
Capital work-in-progress		19.116	1.411	84.907

INVESTMENT		0.000	0.051	0.051
DEFERREX TAX ASSETS		0.000	0.000	0.000

CURRENT ASSETS, LOANS & ADVANCES
	Inventories	400.453	315.508	292.553
	Sundry Debtors	286.144	259.347	276.695
	Cash & Bank Balances	34.128	18.898	10.760
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	412.558	402.386	417.965
Total Current Assets		1133.283	996.139	997.973
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	290.869	206.696	246.063
	Other Current Liabilities	195.732	161.075	137.497
	Provisions	17.931	18.969	15.918
Total Current Liabilities		504.532	386.740	399.478
Net Current Assets		628.751	609.399	598.495

MISCELLANEOUS EXPENSES		0.000	0.000	0.000

TOTAL		1170.136	1166.941	1234.205

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		Income	1896.972	1646.354	1347.080
		Other Income
		TOTAL (A)	1896.972	1646.354	1347.080

Less	EXPENSES
		Office Expenses	1840.893	1572.804	1327.007
		Administrative Expenses
		Advertising Expenses
		TOTAL (B)	1840.893	1572.804	1327.007

Less	PROFIT / (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		56.079	73.550	20.073

Less	FINANCIAL EXPENSES (D)		21.787	23.551	33.793

	PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		34.292	49.999	(13.720)

Less/ Add	DEPRECIATION/ AMORTISATION (F)		67.803	115.109	84.120

	PROFIT / (LOSS) BEFORE TAX (E-F) (G)		(33.511)	(65.110)	(97.840)

Less	TAX (H)		0.000	0.000	(3.436)

	PROFIT / (LOSS) AFTER TAX (G-H) (I)		(33.511)	(65.110)	(101.276)

	BALANCE CARRIED TO THE B/S		33.511	65.110	(101.276)

	EARNINGS IN FOREIGN CURRENCY
		Export Earnings	382.288	338.230	316.070
		Other Earnings	0.064	9.781	6.416
	TOTAL EARNINGS		382.352	348.011	322.486

	IMPORTS
		Raw Materials	721.954	128.538	125.767
		Traded Goods	0.000	526.534	418.310
	TOTAL IMPORTS		721.954	655.072	544.077

	Earnings / (Loss) Per Share (Rs.)		(0.53)	(1.02)	(1.88)

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	(1.77)	(3.95)	(7.52)

Return on Total Assets (PBT/Total Assets}	(%)	(2.02)	(4.19)	(6.32)

Return on Investment (ROI) (PBT/Networth)		(0.05)	(0.08)	(0.12)

Debt Equity Ratio (Total Liability/Networth)		1.25	1.00	0.94

Current Ratio (Current Asset/Current Liability)		2.25	2.58	2.50

LOCAL AGENCY FURTHER INFORMATION

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	--
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

BACKGROUND:-

Fresenius AG had established its business operations in India through a joint venture namely Fresenius Mafatlal Medicals Limited (FMML). In 1998, Fresenius Kabi AG acquired 100% equity interest in this joint venture and accordingly it was renamed as Fresenius Kabi India Private Limited.

The Company is in the business of manufacture/import and sale of a wide range of pharmaceutical products and medical devices.

FINANCIAL PERFORMANCE:-

During the year the Company has achieved year on year growth of around 16%in net sales. However the Company had to bear the burden of increased material and personnel cost leading to net loss after tax of INR 33.511 Millions.

FORM 8

Name of the company	FRESENIUS KABI INDIA PRIVATE LIMITED
Presented By	State Bank of India Industrial Finance Branch, Pune
1) Date and description of instrument creating the change	Deed of Hypothecation for Moveable Fixed Assets dated 26^th July 2004 as security for the Working Capital Facility
2) Amount secured by the charge/amount owing on the securities of charge	Rs.17.000 millions
3) Short particular of the property charged. If the property acquired is subject to charge, date of the acquired of the property should be given	The whole of the Borrower’s machinery mentioned in the Schedule hereto which now or hereafter from time to time during this security shall be brought into stored or be in or about the Borrower’s premises at Plot No. A-3, MIDC Ranjangaon, Tal. Shirur, Dist. Pune or at Heritage House, 6-E Ramabai Ambedkar Road, Pune 411 001, wherever else the same may be including any such machinery in course of transit or delivery”) are hereby hypothecated to the Bank by way of second charge.
4) Gist of the terms and conditions and extent and operation of the charge.	Interest rate : As per arrangement letter Bank Guarantee Limit – Commission at Standard rates
5) Name and Address and description of the person entitled to the charge.	State Bank of India Industrial Finance Branch, Wakdewadi, Pune – 411 003, Maharashtra, India
6) Date and brief description of instrument modifying the charge	Not Available
7) Particulars of modifications specifying the terms and conditions or the extent of operations of the charge in which modification is made and the details of the modification.	Not Available

Fixed Assets

· Leasehold Land

· Buildings

· Plant and Machinery

· Furniture and Fixtures

· Office Equipments

· Vehicles

· Computer Software

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.55.73
UK Pound	1	Rs.87.26
Euro	1	Rs.69.89

INFORMATION DETAILS

Report Prepared by :

NTH

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	--
--LIQUIDITY	1~10	3
--LEVERAGE	1~10	3
--RESERVES	1~10	4
--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		26

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.

MIRA INFORM REPORT

400.453

286.144

34.128

0.000

412.558

1133.283

195.732

17.931

504.532

628.751

(1.77)

(2.02)

(0.05)

1.25

2.25

Unit