MIRA INFORM REPORT

Report Date :

25.04.2013

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) :	31.03.2012
Date of Incorporation :	02.01.2006
Com. Reg. No.:	55-144368
Capital Investment/ Paid-up Capital:	Rs.324.197 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 of Medicines.
No. of Employees:	Not Available

RATING & COMMENTS

MIRA’s Rating :

B (27)

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

Maximum Credit Limit :	USD 5800000
Status :	Moderate
Payment Behaviour :	Slow but correct
Litigation :	Clear
Comments :	Subject is a subsidiary of Otsuka, Japan and part of Otsuka Group. It is an established company having a moderate track record. There appears huge loss recorded by the company. The reserve of the company is deteriorating. However, trade relations are reported to be fair. Business is active. Payments are reported to be slow but correct. In view of strong holdings, the company can be considered for business dealings with some caution.

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 – June 30, 2012

Country Name	Previous Rating (31.03.2012)	Current Rating (30.06.2012)
India	A1	A1

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

RBI DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available RBI Defaulters’ list.

EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of 31-03-2012.

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 18.06.2012

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	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 18.06.2012

Names of Shareholders	No. of Shares
Manish Dhanuka	50000
Mridul Dhanuka	50000
Dhanuika Laboratories Limited, India	1927248
Otsuka Chemical Company Limited, Japan	34540561
TOTAL	36567809

AS ON 18.06.2012

Equity Share Breakup	Percentage of Holding
Category
Foreign holdings [Foreign institutional investors, Foreign Companies, Foreign Financial Institutions, Non-resident Indian or Overseas corporate bodies or others]	94.46
Bodies corporate	5.27
Directors or relatives of directors	0.27
TOTAL	100.00

BUSINESS DETAILS

Line of Business :

Manufacturer of Medicines.

PRODUCTION STATUS [AS ON 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 Tokyo

· ECB Mizuho Bank

Facilities :

Secured Loan	As on 31.03.2012 [Rs. in Millions]	As on 31.03.2011 [Rs. in Millions]
Term loans from others	187.290	324.120
Working capital loans from banks	339.279	146.514
TOTAL	526.569	470.634

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 :	· Hebron S.A(Spain) · Otsuka Foods Company Limited · Otsuka – MGC Chemical Company Limited ( Japan) · Shanghai Otsuka Foods Company Limited · P. T. Lautan Otsuka Chemical · Zhangijagang Otsuka Chemical Company Limited · Korea Otsuka Chemical Limited · Chongqing Otsuka Hauyi Chemical Company Limited · Otsuka Chemical do Brasil · ILS Company Limited · Aperican Peptide Company , Inc · ILS ( Shanghai ) Company Limited · Organ Technologies Inc.
Other Related Parties :	Dhanuka Laboratories Limited [U24100DL1993PLC052285]

CAPITAL STRUCTURE

AS ON 18.06.2012

Authorised Capital :

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

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
36567809	Equity Shares	Rs.10/- each	Rs.365.678 Millions

AS ON 31.03.2012

Authorised Capital :

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

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
32419758	Equity Shares	Rs.10/- each	Rs.324.197 Millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2012	31.03.2011	31.03.2010
SHAREHOLDERS FUNDS
1] Share Capital		324.197	310.561	256.016
2] Share Application Money		228.143	0.000	0.000
3] Reserves & Surplus		898.561	919.534	645.516
4] (Accumulated Losses)		0.000	0.000	(0.513)
NETWORTH		1450.901	1230.095	901.019
LOAN FUNDS
1] Secured Loans		526.569	470.634	928.394
2] Unsecured Loans		0.000	0.000	0.000
TOTAL BORROWING		526.569	470.634	928.394
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		1977.470	1700.729	1829.413
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		1129.304	1110.365	1279.245
Capital work-in-progress		60.223	103.820	0.000
INVESTMENT		0.000	0.000	0.000
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	260.885	410.047	184.744
	Sundry Debtors	528.495	211.517	331.517
	Cash & Bank Balances	322.783	240.000	2.662
	Other Current Assets	0.682	0.647	10.329
	Loans & Advances	151.701	231.182	188.631
Total Current Assets		1264.546	1093.393	717.883
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	234.912	211.546	138.591
	Other Current Liabilities	230.428	378.336	26.025
	Provisions	11.263	16.967	3.099
Total Current Liabilities		476.603	606.849	167.715
Net Current Assets		787.943	486.544	550.168
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		1977.470	1700.729	1829.413

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2012	31.03.2011	31.03.2010
	SALES
		Income	1589.166	1205.928	1082.820
		Other Income	NA	NA	NA
		TOTAL (A)	NA	NA	NA
Less	EXPENSES
		TOTAL (B)	NA	NA	NA
Less	PROFIT / (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		98.106	228.083	285.209
Less	FINANCIAL EXPENSES (D)		17.215	15.735	19.508
	PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		80.891	212.348	265.701
Less/ Add	DEPRECIATION/ AMORTISATION (F)		163.227	183.787	185.952
	PROFIT / (LOSS) BEFORE TAX (E-F) (G)		(82.336)	28.561	79.749
Less	TAX (H)		0.000	(0.002)	(0.011)
	PROFIT / (LOSS) AFTER TAX (G-H) (I)		(82.336)	28.563	79.760
	EARNINGS IN FOREIGN CURRENCY
		Export Earnings	54.420	210.037	261.437
	IMPORTS
		Raw Materials	NA	334.727	350.856
		Stores & Spares	NA	0.503	0.427
	TOTAL IMPORTS		NA	335.230	351.283
	Earnings / (Loss) Per Share (Rs.)		(2.25)	1.10	3.49

KEY RATIOS

PARTICULARS		31.03.2012	31.03.2011	31.03.2010
Net Profit Margin (PBT/Sales)	(%)	(5.18)	2.37	7.36
Return on Total Assets (PBT/Total Assets}	(%)	(3.44)	1.31	3.99
Return on Investment (ROI) (PBT/Networth)		(0.05)	0.02	0.09
Debt Equity Ratio (Total Debt/Networth)		0.36	0.38	1.03
Current Ratio (Current Asset/Current Liability)		2.65	3.85	4.28

LOCAL AGENCY FURTHER INFORMATION

Sr. No.	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	No
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	Yes
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 involved in	--
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
31]	PAN of Proprietor/Partner/Director, if available	No
32]	Date of Birth of Proprietor/Partner/Director, if available	Yes
33]	Voter ID No of Proprietor/Partner/Director, if available	No
34]	External Agency Rating, if available	No

OVERALL REVIEW:

Presently over all worlds, economic sentiments are not very optimistic and uncertainty over austerity measures in many countries, financial problem in Greece damaging the investor’s sentiments across the globe. Business scenario in many countries is changing very rapidly. Decision makers have to take fast decisions and keep the strategies and planning suitable to changed business environment.

Despite of these troubles in many countries, there are tremendous opportunities available to maintain the momentum of growth especially to low cost nations like India.

India is having very good opportunity for export and strengthens of USD against INR gives the edge over other competitors spread over internationally to increase the export share in international market. Indian skilled manpower pool is increasing day by day with the quality of education improved. In the long term, India would have the sufficient skilled manpower to meet the increase demand in future & will maintain the status of low cost producer with quality products amongst the developing nations in future also.

India is the largest generic drug’s producer and Indian pharmaceutical industry would have lots of opportunities in the next 1- 3 years due to followings:

1. Many drugs are going to be off patent in next 1-3 years and many Indian company prepare the strategy to launch generic versions of these drugs at very low cost as compare to price of patented drugs.

2. Many multinational companies doing joint ventures/ tie ups with Indian Pharma companies to procure the drugs at low cost and launching these into international market.

3. Japan, world’s second largest pharmaceutical market is encouraging generic drugs manufacturer’s to launch their products in Japan. Japanese government has significant financial burden on account of medical cost and would like to reduce it by encouraging people to obtain generic drugs at cheaper price. Indian companies are started to register their presence in Japanese drug market by offering quality product at cheaper price and in near future, Japan become a big market for Indian pharmaceutical companies.

4. Indian Government is evolving many steps to provide better health to poor people by way of distribution of drugs thru government owned hospitals. These Government initiatives will open a huge market in India for supplying the drugs thru Government funded schemes.

FUTURE PROSPECT:

Their company’s market share in Indian market is growing day by day and able to sell whole of the GCLE production in advance. Company is now focusing to increase the better services to customers and to retain them for long term. Customer specific focus system has been evolved to meet the expectation(s) of the customers. In the past, company has successfully retained the customer base and would like to strengthen it further to the next level.

GCLE competition is growing day by day and one Indian company also started to produce GCLE and offering low price to Indian customers. As they are always ahead with their competitor’s and keep an edge over other GCLE manufacturer(s), this year company is targeting to reduced the cost of production and increase the productivity along with more focus on customers.

FIXED ASSETS:

· Land

· Building

· Plant and Machinery, Electrical

· Furniture and Fixture

· Computer

· Vehicles

· 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 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 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.54.30
UK Pound	1	Rs.82.87
Euro	1	Rs.70.80

INFORMATION DETAILS

Report Prepared by :

TPT

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	3
PAID-UP CAPITAL	1~10	3
OPERATING SCALE	1~10	3
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	3
--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	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		27

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.