MIRA INFORM REPORT

PRELIMINARY REPORT

Report Date :

11.12.2013

IDENTIFICATION DETAILS

Name :	DR WILLMAR SCHWABE INDIA PRIVATE LIMITED
Registered Office :	202, Kirtideep Building, 2 Nangal Raya Business Centre, New Delhi – 110046
Country :	India
Financials (as on) :	31.03.2010
Date of Incorporation :	04.03.1994
Com. Reg. No.:	55-057707
Capital Investment / Paid-up Capital :	Rs.460.000 Millions
CIN No.: [Company Identification No.]	U74899DL1994PTC057707
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturer of Pharmaceutical product and homeopathy products.
No. of Employees :	Not Available

ECGC Country Risk Classification List – March 31^st, 2013

Country Name	Previous Rating (31.12.2012)	Current Rating (31.03.2013)
India	A1	A1

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

INDIAN ECONOMIC OVERVIEW

The current downturn provides an opportunity to push ahead with reforms to accelerate growth, says the latest India Development Update report released by the World Bank. The report says that the adverse effects of rupee depreciation are likely to be offset by the gains in the exports performance due to improved external competitiveness. Since May this year, the local currency has depreciated substantially and fell to a record level of Rs 68.85 to a dollar on August, 28.

A stagflation like situation appears to have arisen as inflation jumped to an eight month high of 6.46 % for the month of September. It is up from 6.10 % in August. Growth continues to be muted with factory output plunging to 0.6  % in August. Onion prices have risen nearly 300 % from last September. Vegetables cost nearly 90 % more than they did last year. Wake up to the economic contribution of slum dwellers. They contribute more than 7.5 % to the country’s gross domestic product, according to a recent study conducted in 50 top cities.

136000 estimated number of jobs created during the second quarter of the current financial year. 50000 estimated number of additional jobs in the field of corporate social responsibility in the coming years.

The International Finance Corporation expects to come out with its rupee linked bonds issue before the end of 2013 as a part of its plan to raise $ 1 billion. The Apple iPhone 5c (Rs 41900 for 16 GB variant) and 5s (Rs 53500 for 16GB variant) has been launched in India from 1^st November.

The Land Acquisition Act to provide just and fair compensation to farmers will come into force from January 1 next year, said Rural Development Minister Jairam Ramesh. The Act replaces a 119 year old registration. The Securities and Exchange Board of India has approved the trading of currency futures on the Bombay Stock Exchange. The exchange plans to launch the currency futures platform with advanced trading technology by the end of November.

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 :	202, Kirtideep Building, 2 Nangal Raya Business Centre, New Delhi – 110046, India
Tel. No.:	91-11-4016500
Fax No.:	Not Available
E-Mail :	schwade@ndc.vsnl.net.in
Website :	www.shwabeindia.com
Factory :	A- 36, Phase III, Sector 60, Noida- 201307, Uttar Pradesh, India
Tel. No.:	91-120-4016500
Fax No.:	91-120-2580254
E-Mail :	query@schwabeindia.com care@schwabeindia.com

DIRECTORS

As on 25.06.2012

Name :

Mr. Ashish Kumar

Designation :

Managing Director

Address :

910, Bhagirathi Apartments, SEC – 62, Noida – 201301, Uttar Pradesh, India

Date of Birth/Age :

11.01.1970

Date of Appointment :

07.11.2011

DIN No.:

02201516

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	U24117MH2001PTC131020	HUNTSMAN INTERNATIONAL (INDIA) PRIVATE LIMITED	Director	29/09/2008	17/04/2008	11/11/2008	Active	NO
2	U74899DL1994PTC057707	DR WILLMAR SCHWABE INDIA PRIVATE LIMITED	Managing director	07/11/2011	07/11/2011	-	Active	NO

Name :

Mr. Patrick Karuth

Designation :

Director

Address :

Stettiner Str. 33, 76139 Karlsruhe, Baden Wuertte MB ERG, Karlsruhe, Germany

Date of Birth/Age :

06.10.1964

Date of Appointment :

01.02.2005

DIN No.:

01453683

Name :

Mr. Rainer Skrotzki

Designation :

Director

Address :

Toepfestr. 14, 63647, Altenstadt, Germany

Date of Birth/Age :

13.07.1952

Date of Appointment :

31.03.2008

DIN No.:

02163364

Name :

Mr. Akhilesh Kumar Tripathi

Designation :

Alternate Director

Address :

903, Osimo Tower, Mahagun Mansion, Indirapuram, Ghaziabad – 201014, Uttar Pradesh, India

Date of Birth/Age :

05.03.1969

Date of Appointment :

10.02.2012

DIN No.:

05184939

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	U74899DL1994PTC057707	DR WILLMAR SCHWABE INDIA PRIVATE LIMITED	Alternate director	10/02/2012	16/01/2012	-	Active	NO

Name :

Mr. Vikram Gover

Designation :

Alternate Director

Address :

H-36, Green Park, Extention, New Delhi – 110016, India

Date of Birth/Age :

07.12.1973

Date of Appointment :

01.04.2011

DIN No.:

00113338

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	U33116HR2005FTC035844	RICHARD WOLF INDIA PRIVATE LIMITED	Alternate director	26/05/2011	01/05/2006	-	Active	NO
2	U17200PN2007FTC130420	FRUIT OF THE LOOM INDIA PRIVATE LIMITED	Director	05/07/2007	05/07/2007	30/03/2011	Active	NO
3	U74899DL1994PTC057707	DR WILLMAR SCHWABE INDIA PRIVATE LIMITED	Alternate director	10/02/2012	01/04/2011	-	Active	NO

KEY EXECUTIVES

Name :	Mr. Naven Gupta
Designation :	Secretary
Address :	83 G, Sector- 8, Jasola Vihar, New Delhi – 110025, India
Date of Birth/Age :	03.01.1977
Date of Appointment :	07.03.2008

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 25.06.2012

Names of Shareholders	No of Shares
Dr Willmar Schwabe Gmbh and Company, Germany	85
Schwabe Internat Ional GMBH, Germany	45999915
Total	46000000

Equity Share Break up (Percentage of Total Equity)

As on 25.06.2012

Category	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 of Pharmaceutical product and homeopathy products

GENERAL INFORMATION

No. of Employees :

Not Available

Bankers :

Not Available

Facilities :

(Rs. in Millions)

Secured Loan	As on 31.03.2011	As on 31.03.2010
From a bank:
Overdraft facility	0.000	0.229
Total	0.000	0.229
Unsecured Loan	As on 31.03.2011	As on 31.03.2010
Interest payable on demand	16.592	18.575
ECB Loan from Germany for additional warehouse	0.000	31.383
Total	16.592	49.958

Banking Relations :	-
Auditors :
Name :	Ghosh Khanna and Company Chartered Accountants
Address :	L-2A, Hauz Khas Enclave, New Delhi – 110016, India
PAN.:	AAAFG4486E
Holding Company:	Schwabe International GmbH and Company Germany

CAPITAL STRUCTURE

As on 31.03.2010

Authorised Capital :

No. of Shares	Type	Value	Amount
50000000	Equity Shares	Rs.10/- each	Rs.500.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
46000000	Equity Shares	Rs.10/- each	Rs.460.000 Millions

Note:

45,999,915 (Previous year 43,149,915) equity shares are held by Schwabe International GmbH and Company Germany, the Holding Company. These include 18,000,000 (Previous year 18,000,000) equity shares issued on the conversion of external commercial borrowings (ECB) together with interest accrued thereon.

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2010	31.03.2009	31.03.2008
SHAREHOLDERS FUNDS
1] Share Capital		460.000	460.000	460.000
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		0.000	0.000	0.000
4] (Accumulated Losses)		(96.051)	(144.556)	(198.745)
NETWORTH		363.949	315.444	261.255
LOAN FUNDS
1] Secured Loans		0.000	0.229	0.000
2] Unsecured Loans		16.592	49.958	53.238
TOTAL BORROWING		16.592	50.187	53.238
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		380.541	365.631	314.493
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		200.945	193.956	190.092
Capital work-in-progress		1.803	2.493	2.023
INVESTMENT		0.000	0.000	0.000
DEFERREX TAX ASSETS		1.788	2.873	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	142.303	151.507	126.339
	Sundry Debtors	64.298	48.260	41.597
	Cash & Bank Balances	42.608	39.903	3.203
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	25.738	8.884	9.135
Total Current Assets		274.947	248.554	180.274
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	63.593	52.143	38.596
	Other Current Liabilities	3.892	5.544	2.270
	Provisions	31.457	24.558	17.030
Total Current Liabilities		98.942	82.245	57.896
Net Current Assets		176.005	166.309	122.378
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		380.541	365.631	314.493

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2010	31.03.2009	31.03.2008
	SALES
		Income	524.161	435.723	360.317
		Other Income	10.385	5.800	2.069
		TOTAL (A)	534.546	441.523	362.386
Less	EXPENSES
		Office Expenses
		Administrative Expenses
		Advertising Expenses
		TOTAL (B)	454.595	369.424	317.417
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		79.951	72.099	44.969
			.
Less	FINANCIAL EXPENSES (D)		2.202	2.806	4.435
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		77.749	69.293	40.534
Less/ Add	DEPRECIATION/ AMORTISATION (F)		15.814	14.638	13.244
	PROFIT BEFORE TAX (E-F) (G)		61.935	54.655	27.290
Less	TAX (H)		13.429	0.467	1.548
	PROFIT AFTER TAX (G-H) (I)		48.506	54.188	25.742
	Earnings Per Share (Rs.)		1.05	NA	NA

KEY RATIOS

PARTICULARS		31.03.2010	31.03.2009	31.03.2008
PAT / Total Income	(%)	9.07	12.27	7.10
Net Profit Margin (PBT/Sales)	(%)	11.82	12.54	7.57
Return on Total Assets (PBT/Total Assets}	(%)	22.53	21.99	15.14
Return on Investment (ROI) (PBT/Networth)		0.17	0.17	0.10
Debt Equity Ratio (Total Liability/Networth)		0.31	0.42	0.43
Current Ratio (Current Asset/Current Liability)		2.78	3.02	3.11

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	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 involved in	--
23]	Banking Details	No
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	No
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

NOTE:

The registered office of the company has been shifted from C-4, Asola Farms, New Delhi – 110074, India to the present address w.e.f.01.04.2012

OPERATIONS

During the year, the company has achieved a sales turnover of Rs.524.160 Million as against Rs.435.720 Millions during the previous year recorded a growth of 20.29 % as compared to previous year. The Directors are pleased to inform you that the Net Profit before Tax increased from Rs.54.650 Millions to Rs.61.930 Millions during the year recorded an increase of 13.32 %. The Net Profit after Tax of the company marginally reduced from 54.18 million to 48.510 Millions this year consequent to increase of tax burden as compared to previous year

FIXED ASSETS

• Land – Leasehold
• Building
• Plant and Machinery
• Furniture and Fittings
• Vehicles
• Computer
• Software
• Office Equipments

AS PER WEBSITE

COMPANY PROFILE

In the middle of the 19th century homoeopathic preparations were in great demand. The preparations of those days were manufactured by pharmacists which varied in quality, sometimes even of questionable quality. A German pharmadicines. His work and commitment have been a binding legacy for Schwabe Group up to the present day. In 1866, two years after his qualification as a pharmacist, he founded his own company "Homöopatische Centralofficin Dr. Willmar Schwabe" (Central Homoeopathic Dispensary Dr. Willmar Schwabe). The foundation of this company was to become a milestone in medical history. He developed analytical methods and defined pharmaceutical technical processes for homoeopathic drug materials. He introduced quality controls and organised the cultivation of medical plants. In accordance with his stringent quality criteria, homoeopathic preparations were produced. More than 700 regional dispensaries distributed throughout Germany, Europe and all over the world were added to the original "Centralofficin" in Leipzig. Having inaugurated the first homoeopathic policlinic in Leipzig, Schwabe started his activities in the fields of health and social politics. In 1866 he founded a publishing house specialising in literature for both the medical profession and the public.

In 1872, he produced the standard work for homoeopathic pharmaceuticals – the "Pharmacopoea Homoeopathica Polyglottica", which gave minutely detailed instructions on the production of homoeopathic medicines. It was another milestone in homoeopathy. Soon, Schwabe´s work gained world-wide recognition and was translated into many languages. In 1934, a new edition was published as the official "Deutsches Homöopatisches Arzneibuch" (German Homoeopathic Pharmacopoeia), which is now incorporated into the homoeopathic section of the official German Pharmacopoeia.

Through out his life, the main aim of Dr. Willmar Schwabe was to provide high quality homoeopathic medicines by standardising the industrial production with modern analytical technologies as well as strictly adhering to the rules laid down by Dr. Samuel Hahnemann, the founder of homoeopathy. To quote Dr. Willmar Schwabe: "I have founded an institution of my own which examines every homoeopathic remedy for genuineness and purity and which sets standards for its quantity, the content, effectiveness and characteristics of the substances".

With each following generation, Schwabe group continued to grow. The values of the founder, reliability, innovation, quality and responsibility, still guide the company’s evolution. These are the principles on which their success is based.

HISTORY

The efficacy and safety profile of natural products were recognised from time immemorial. With the availability of standardised products from the newly established Dr. Willmar Schwabe’s Central Homoeopathic Dispensary and his publication of Pharmacopoeia Homoeopathica Polyglotta, Schwabe´s work gained world-wide recognition.  As stated elsewhere in the website Pharmacopoeia Homoeopathica Polyglotta was translated into many languages. In 1934, a new edition was published as the official "Deutsches Homöopatisches Arzneibuch" (German Homoeopathic Pharmacopoeia), which is now incorporated into the homoeopathic section of the official German Pharmacopoeia.

In 1898, the first company abroad was founded in Amsterdam, the Netherlands. The founder’s successor Dr. Willmar Schwabe II had taken over the company management in 1917. In the year 1926, the organisation had moved to a new premise in Leipzig. Then in 1935 the company management had passed to Dr. Willmar Schwabe III and Dr. Wolfgang Schwabe. In 1946, the headquarters of Schwabe group was relocated from Leipzig to Karlsruhe.

Significant increase for the demand of homoeopathic products in middle of the 20th century from all over the world had lead to the creation of a separate division for homoeopathic products. So in 1961, the Deutsche Homöopathie-Union (DHU) was founded to handle manufacturing and distribution of homoeopathic medicines, while the Schwabe parent company continued to focus all its research and development activities on herbal products. In 1976, Dr. Klaus-Peter Schwabe became the managing director and Dr. Wolf-Dietrich Schwabe became in 1977. From 1980 onwards, numerous takeovers, acquisitions and joint ventures have taken place all over the world, which are given under ‘Acquisitions’.

Today, the fourth generation still continues the family traditions of the company.

NEW

Swiss government report on homoeopathy is published

17 February, 2012: The Swiss government has produced the most comprehensive governmental report ever written on homoeopathy, looking at the evidence from randomized double-blind and placebo controlled clinical trials. The report also looked at other data including evidence from systematic reviews and meta-analyses, and a wide body of preclinical research including fundamental physio-chemical research, botanical studies, animal studies, and in-vitro studies with human cells. We first reported on this in November 2011 when the initial report was published in German. The report has now been published in English in book form. After assessing the pre-clinical basic research and high quality clinical studies, the Swiss Government’s Health Technology Assessment (HTA) Report concludes there is sufficient evidence to recommend homoeopathy for its effectiveness, safety and economy compared with conventional treatment. The data further confirms that homoeopathic high-potencies seem to induce regulatory effects and specific changes in cells or living organisms and that 20 of the 22 systematic reviews of clinical research testing homoeopathic medicines detected at least a trend in favour of homoeopathy.

World renowned homoeopath Dana Ullman, writing in the Huffington Post noted that:

“The Swiss government has a long and widely-respected history of neutrality, and therefore, reports from this government on controversial subjects need to be taken more seriously than other reports from countries that are more strongly influenced by present economic and political constituencies. When one considers that two of the top five largest drug companies in the world have their headquarters in Switzerland, one might assume that this country would have a heavy interest in and bias toward conventional medicine, but such assumptions would be wrong. The Swiss government’s inquiry into homoeopathy and complementary and alternative (CAM) treatments resulted from the high demand and widespread use of alternatives to conventional medicine in Switzerland, not only from consumers but from physicians as well. Approximately half of the Swiss population have used CAM treatments and value them. Further, about half of Swiss physicians consider CAM treatments to be effective. Perhaps most significantly, 85% of the Swiss population wants CAM therapies to be a part of their country’s health insurance program.”

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.61.21
UK Pound	1	Rs.100.65
Euro	1	Rs.84.15

INFORMATION DETAILS

Report Prepared by :

ANK

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.