1. Summary Information

		Country	India
Company Name	PROCTER AND GAMBLE HYGIENE AND HEALTH CARE LIMITED	Principal Name 1	Mr. R. A. Shah
Status	Good	Principal Name 2	Mr. Shantanu Khosla
		Registration #	11-012971
Street Address	P and G Plaza, Cardinal Gracias Road, Chakala, Andheri (East), Mumbai – 400099, Maharashtra
Established Date	20.07.1964	SIC Code	--
Telephone#	91-22-28266000	Business Style 1	Manufacturer
Fax #	91-22-66939696	Business Style 2	Seller
Homepage	www.pg.com	Product Name 1	Branded Packaged Fast Moving Consumer Goods
# of employees	370 (Approximately)	Product Name 2	--
Paid up capital	Rs.324,600,000/-	Product Name 3	--
Shareholders	Shareholding of Promoter and Promoter Group 70.64%, Public shareholding 29.36%	Banking	Not Available
Public Limited Corp.	Yes	Business Period	49 Years
IPO	Yes	International Ins.	-
Public Enterprise	Yes	Rating	A (63)
Related Company
Relation	Country	Company Name	CEO
Holding Company	--	Procter and Gamble Asia Holding BV	--
Note	-

2. Summary Financial Statement

Balance Sheet as of	30.06.2013		(Unit: Indian Rs.)
Assets		Liabilities
Current Assets	8,200,500,000	Current Liabilities	2,905,200,000
Inventories	1,189,000,000	Long-term Liabilities	000
Fixed Assets	2,148,700,000	Other Liabilities	1,021,700,000
Deferred Assets	29,500,000	Total Liabilities	3,926,900,000
Invest& other Assets	412,400,000	Retained Earnings	7,728,600,000
		Net Worth	8,053,200,000
Total Assets	11,980,100,000	Total Liab. & Equity	11,980,100,000
Total Assets (Previous Year)	10,985,400,000
P/L Statement as of	30.06.2013		(Unit: Indian Rs.)
Sales/ Total Income	16,867,800,000	Net Profit	2,032,200,000
Sales(Previous yr)/ Total Income	12,974,100,000	Net Profit(Prev.yr)	1,812,900,000

MIRA INFORM REPORT

Report Date :

24.12.2013

IDENTIFICATION DETAILS

Name :	PROCTER AND GAMBLE HYGIENE AND HEALTH CARE LIMITED
Registered Office :	P and G Plaza, Cardinal Gracias Road, Chakala, Andheri (East), Mumbai – 400099, Maharashtra
Country :	India
Financials (as on) :	30.06.2013
Date of Incorporation :	20.07.1964
Com. Reg. No.:	11-012971
Capital Investment / Paid-up Capital :	Rs.324.600 Millions
CIN No.: [Company Identification No.]	L24239MH1964PLC012971
TAN No.: [Tax Deduction & Collection Account No.]	MUMP10705C
Legal Form :	A Public Limited Liability Company. The Company’s Share are Listed on the Stock Exchange.
Line of Business :	Subject is engaged in the Manufacturing and Selling of Branded Packaged Fast Moving Consumer Goods in the Femcare and Healthcare Businesses.
No. of Employees :	370 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

A (63)

RATING		STATUS	PROPOSED CREDIT LINE
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

Maximum Credit Limit :	USD 32212000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Exist
Comments :	Subject is a part of Procter and Gamble Group. It is a well-established and reputed company having fine track record. Financial position of the company appears to be strong. Overall fundamentals of the company appears to be sound and healthy. Directors are reported to be experienced and respectable businessmen. Trade relations are reported as fair. Business is active. Payments are reported to be regular 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 – 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

Uptick in agriculture and construction spread some cheer as the economy grew a higher-than-expected 4.8 % in the three months through September. Manufacturing rose an annual rate per cent during the quarter and mining fell by 0.4 %, government data showed while farm output rose 46%.

India has emerged as the most attractive investment destination, thanks to a relaxation in foreign direct investment norms, says a report. India is followed by Brazil and China in the ranking part of EY’s Capital Confidence Barometer report based on a survey across 70 nations. The US, France and Japan have emerged as the top three investors likely to invest in India.

India has been ranked 83^rd globally in terms of talent competitiveness of its human capital.  Switzerland, Singapore, Denmark, Sweden and Luxembourg are the top five in the list of 103 nations compiled by INSEAD business school.

Tax rates for companies in India are among the highest in the world and the number of payments is also more than the global average putting the country at low, 158^th rank on the Paying Taxes. 2014 list by the World Bank and PWC. However, the time taken for tax payments is relatively less in India which is rated ahead of China and Japan.

1 billion smartphone shipments in 2013, a 39.3 % growth over 2012. This was being driven by low cost computing in emerging markets. By 2017, total smartphone shipments are expected to approach 1.7 billion units, resulting in a compound annual growth rate of 18.4 % between 2013 and 2017, according to research from IDC.

20 % vacancy rate of office space in Mumbai and Delhi in the third quarter, the highest in Asia after Chengdu, in China. According to Cushman and Wakefield, six Indian cities are among the 10 office markets with the worst vacancies.

Foreign banks will not have to pay stamp duty and capital gains tax, if they convert their branch operations into a wholly owned subsidiary, according to the Reserve Bank of India.

The Reserve Bank of India is planning to launch CPI – indexed bonds aimed to protecting the savings of retail investors from the impact the price rise by December end.

Central Bureau of Investigation has booked State Bank of India, Deputy Managing Director Shyamal Acharya and others in a graft case related to distribution of a loan of over Rs 4000 mn. Gold and jewellery  worth Rs 6.7 mn have been recovered from the residence of Acharya.

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 :	P and G Plaza, Cardinal Gracias Road, Chakala, Andheri (East), Mumbai – 400 099, Maharashtra, India
Tel. No.:	91-22-28266000
Fax No.:	91-22-66939696
E-Mail :	pginvestors@intimespectrum.com ramachandran.v.3@pg.com kundaliya.v@pg.com vyas.a@pg.com
Website :	www.pg.com
Factory 1 :	173, 314, 315, Kundaim Industrial Estate, Kundaim-40311, Goa, India
Factory 2 :	Plot 2, GDDIDC Honda, Bhuipal, Sattari - 403506, Goa, India
Factory 3 :	Khasara No. 1808-09, Village- Doria, Export Park, Thana, Near Ino Pharma, P.O. Baddi, Tehsil-Nalagarh, District Solan-173205, Himachal Pradesh, India
Factory 4 :	Village Katha, Near Charak Pharma, P.O. Baddi, Tehsil-Nalagarh, Solan-173205, Himachal Pradesh, India

DIRECTORS

AS ON 31.03.2013

Name :	Mr. R. A. Shah
Designation :	Chairman
Date of Birth/Age :	82 years
Date of Appointment :	20.07.1964
Name :	Mr. Shantanu Khosla
Designation :	Managing Director
Date of Birth/Age :	53 years
Date of Appointment :	27.08.2001
Name :	Mr. B.S. Mehta
Designation :	Director
Name :	Mr. Amit Vyas
Designation :	Director
Date of Birth/Age :	45 Years
Date of Appointment :	22.12.2011
Other Directorship:	Procter and Gamble Home Products Limited
Name :	Mr. Pramod Agarwal
Designation :	Director
Date of Birth/Age :	51 Years
Date of Appointment :	13.08.2012
Other Directorship:	Gillette India Limited
Name :	Mr. A.K. Gupta
Designation :	Director

KEY EXECUTIVES

Name :	Ms. P. Bishnoi
Designation :	Company Secretary

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 30.09.2013

Category of Shareholder	Total No. of Shares	Total Shareholding as a % of Total No. of Shares
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Bodies Corporate	619683	1.91
Sub Total	619683	1.91
(2) Foreign
Bodies Corporate	22310090	68.73
Sub Total	22310090	68.73
Total shareholding of Promoter and Promoter Group (A)	22929773	70.64
(B) Public Shareholding
(1) Institutions
Mutual Funds / UTI	2900012	8.93
Financial Institutions / Banks	155571	0.48
Insurance Companies	899578	2.77
Foreign Institutional Investors	754974	2.33
Sub Total	4710135	14.51
(2) Non-Institutions
Bodies Corporate	575247	1.77
Individuals
Individual shareholders holding nominal share capital up to Rs.0.100 Million	3755200	11.57
Individual shareholders holding nominal share capital in excess of Rs.0.100 Million	333522	1.03
Any Others (Specify)	156859	0.48
Non Resident Indians	116519	0.36
Trusts	431	0.00
Directors & their Relatives & Friends	15384	0.05
Hindu Undivided Families	22052	0.07
Clearing Members	2473	0.01
Sub Total	4820828	14.85
Total Public shareholding (B)	9530963	29.36
Total (A)+(B)	32460736	100.00
(C) Shares held by Custodians and against which Depository Receipts have been issued	0	0.00
(1) Promoter and Promoter Group	0	0.00
(2) Public	0	0.00
Sub Total	0	0.00
Total (A)+(B)+(C)	32460736	0.00

BUSINESS DETAILS

Line of Business :

Subject is engaged in the Manufacturing and Selling of Branded Packaged Fast Moving Consumer Goods in the Femcare and Healthcare Businesses.

PRODUCTION STATUS [AS ON 30.06.2011]

Particulars	Unit	Licensed Capacity	Installed Capacity	Actual Production
Formulations:
Ointments & Creams	Tonnes	3 300	3 300	1 516
Cough Drops	Tonnes	7 020	7 020	5 942
Liquids	Kls	25	25	6.71
Tablets	Millions	1 198	1 198	485
Personal Products,
Toilet Preparations, etc.	Tonnes	16 700	16 643	16 142

Notes:

1. The installed capacities as at the year-end are as certified by the management
2. Actual production includes production under manufacturing arrangement with third parties.

GENERAL INFORMATION

No. of Employees :	370 (Approximately)
Bankers :	Not Available

Banking Relations :	--
Auditors :
Name :	Deloitte Haskins and Sells Chartered Accountants
Holding Company :	Procter and Gamble Asia Holding BV
Ultimate Holding Company :	The Procter and Gamble Company, USA
Fellow Subsidiaries :	· Fameccanica Machinery Co. · Fameccanica. Data S.P.A. · Gillette Diversified Operations Private Limited · PT Procter and Gamble Home Products Indonesia · PT Procter and Gamble Operations Indonesia · P and G Innovation Godo Kaisha · Procter and Gamble Kabushiki Kaisha · P and G Northeast Asia Pte. Limited Japan · Procter and Gamble Services Company NV · Procter and Gamble (Guangzhou) Limited · Procter and Gamble (Singapore) Pte. Limited · Procter and Gamble Australia Pty. Limited · Procter and Gamble Bangladesh Private Limited · Procter and Gamble Distributing (Philippines), Inc. · Procter and Gamble Europe Sa Singapore · Procter and Gamble Gulf Fze · Procter and Gamble Home Products Limited · Procter and Gamble Hong Kong Limited · Procter and Gamble Indochina Company Limited · Procter and Gamble International Operations Pte. Limited · Procter and Gamble International Operations SA · Procter and Gamble International Operations SA Singapore · Procter and Gamble International Operations SA-ROHQ · Procter and Gamble Korea, Inc. · Procter and Gamble Manufacturing (Thailand) Limited · Procter and Gamble Manufacturing GMBH · The Procter and Gamble US Business Services Company · Procter and Gamble (Guangzhou) Consumer Products Company Limited · Procter and Gamble Technical Centers Limited · Procter and Gamble Trading (Thailand) Limited · Procter and Gamble Tuketim Mallari Sanayi A.S. · Procter and Gamble UK · Hyginett KFT · Gillette India Limited · The Gillette Company · The Procter and Gamble Company · The Procter and Gamble Distributing LLC · Procter and Gamble Nigeria Limited · Wella India Hair Cosmetics Private Limited

CAPITAL STRUCTURE

AS ON 30.06.2013

Authorised Capital :

No. of Shares	Type	Value	Amount
35000000	Equity Shares	Rs.10/- each	Rs.350.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
32460736	Equity Shares	Rs.10/- each	Rs.324.600 Millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	30.06.2013	30.06.2012
I. EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	324.600	324.600
(b) Reserves & Surplus	7728.600	6645.800
(c) Money received against share warrants	0.000	0.000
(2) Share Application money pending allotment	0.000	0.000
Total Shareholders’ Funds (1) + (2)	8053.200	6970.400
(3) Non-Current Liabilities
(a) long-term borrowings	0.000	0.000
(b) Deferred tax liabilities (Net)	0.000	0.000
(c) Other long term liabilities	3.600	3.600
(d) long-term provisions	24.300	22.000
Total Non-current Liabilities (3)	27.900	25.600
(4) Current Liabilities
(a) Short term borrowings	0.000	0.000
(b) Trade payables	2044.600	2553.600
(c) Other current liabilities	857.000	540.100
(d) Short-term provisions	997.400	895.700
Total Current Liabilities (4)	3899.000	3989.400
TOTAL	11980.100	10985.400
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	2148.700	1983.900
(ii) Intangible Assets	0.000	0.000
(iii) Capital work-in-progress	412.400	289.100
(iv) Intangible assets under development	0.000	0.000
(b) Non-current Investments	0.000	0.000
(c) Deferred tax assets (net)	29.500	15.300
(d) Long-term Loan and Advances	981.400	1003.800
(e) Other Non-current assets	1.100	0.400
Total Non-Current Assets	3573.100	3292.500
(2) Current assets
(a) Current investments	0.000	0.000
(b) Inventories	1189.000	922.700
(c) Trade receivables	808.700	481.500
(d) Cash and cash equivalents	1660.300	1823.700
(e) Short-term loans and advances	4693.800	4254.000
(f) Other current assets	55.200	211.000
Total Current Assets	8407.000	7692.900
TOTAL	11980.100	10985.400

SOURCES OF FUNDS		30.06.2011
SHAREHOLDERS FUNDS
1] Share Capital		324.607
2] Share Application Money		0.000
3] Reserves & Surplus		5681.701
4] (Accumulated Losses)		0.000
NETWORTH		6006.308
LOAN FUNDS
1] Secured Loans		0.000
2] Unsecured Loans		0.000
TOTAL BORROWING		0.000
DEFERRED TAX LIABILITIES		28.102
TOTAL		6034.410
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		1903.812
Capital work-in-progress		76.357
INVESTMENT		0.000
DEFERREX TAX ASSETS		0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	653.344
	Sundry Debtors	310.192
	Cash & Bank Balances	1299.518
	Other Current Assets	138.862
	Loans & Advances	4394.758
Total Current Assets		6796.674
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	1717.479
	Other Current Liabilities	108.045
	Provisions	916.909
Total Current Liabilities		2742.433
Net Current Assets		4054.241
MISCELLANEOUS EXPENSES		0.000
TOTAL		6034.410

PROFIT & LOSS ACCOUNT

	PARTICULARS		30.06.2013	30.06.2012	30.06.2011
	SALES
		Income	16867.800	12974.100	10002.531
		Other Income	669.600	509.200	380.250
		TOTAL (A)	17537.400	13483.300	10382.781
Less	EXPENSES
		Cost of Raw and Packing Material Consumed	4941.000	3958.900	2996.993
		Purchase of Stock-in-Trade	2437.900	1450.600	905.310
		Employee Benefits Expense	996.500	646.600	505.682
		Other Expenses	6320.700	5082.600	3992.149
		Changes in inventories of Finished Goods, Work-in-Progress and Stock-in-Trade	(333.900)	(166.700)	(6.582)
		TOTAL (B)	14362.200	10972.000	8393.552
Less	PROFIT / (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		3175.200	2511.300	1989.229
Less	FINANCIAL EXPENSES (D)		0.100	0.300	0.260
	PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		3175.100	2511.000	1988.969
Less/ Add	DEPRECIATION/ AMORTISATION (F)		313.100	280.800	221.550
	PROFIT / (LOSS) BEFORE TAX (E-F) (G)		2862.000	2230.200	1767.419
Less	TAX (H)		829.800	417.300	258.656
	PROFIT / (LOSS) AFTER TAX (G-H) (I)		2032.200	1812.900	1508.763
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		4072.700	3290.000	2780.928
Less	APPROPRIATIONS
		Transfer to General Reserve	203.300	181.300	150.900
		Dividend	811.500	730.400	730.367
		Tax on Dividend	137.900	118.500	118.484
	BALANCE CARRIED TO THE B/S		4952.200	4072.700	3289.940
	EARNINGS IN FOREIGN CURRENCY
		Business Process Outsourcing Income	2.600	2.300	3.021
		Research and Development and Other Cross Charges	1.800	4.300	2.371
		Exports of Goods Calculated on F.O.B. basis (Excludes Rupee Exports to Nepal and Bhutan Rs.59.500 Millions - Previous year : Rs.57.100 Millions)	174.100	75.600	48.070
		Others (Freight, Insurance etc.)	8.900	2.200	2.704
	TOTAL EARNINGS		187.400	84.400	56.166
	IMPORTS
		Raw and Packing Materials	1468.500	1297.200	1034.470
		Stores & Spares	35.100	42.900	16.298
		Capital Goods	155.200	272.600	85.679
	TOTAL IMPORTS		1658.800	1612.700	1136.447
	Earnings / (Loss) Per Share (Rs.)		62.61	55.85	46.48

QUARTERLY RESULTS

PARTICULARS	30.09.2013
Net Sales	4929.000
Total Expenditure	4194.200
PBIDT (Excl OI)	734.800
Other Income	216.400
Operating Profit	951.200
Interest	00.200
Exceptional Items	0.000
PBDT	951.000
Depreciation	82.300
Profit Before Tax	868.700
Tax	320.800
Provisions and contingencies	0.000
Profit After Tax	547.900
Other Adjustments	0.000
Net Profit	547.900

KEY RATIOS

PARTICULARS		30.06.2013	30.06.2012	30.06.2011
PAT / Total Income	(%)	11.59	13.45	14.53
Net Profit Margin (PBT/Sales)	(%)	16.97	17.19	17.67
Return on Total Assets (PBT/Total Assets}	(%)	24.80	20.88	20.31
Return on Investment (ROI) (PBT/Networth)		0.35	0.32	0.29
Debt Equity Ratio (Total Debt/Networth)		0.00	0.00	0.00
Current Ratio (Current Asset/Current Liability)		2.15	1.93	2.48

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	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 involved in	Yes
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	No
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

CASE DETAILS

BENCH: BOMBAY

PRESENTATION DATE: 22/11/2013

LODGING NO.: RPAL/93/2013 FILING DATE: 22/11/2013

LODGING NO.: ITXAL/446/2011 REG. NO.:- ITXA/2095/2011

PETITIONER : THE COMMISSIONER OF INCOME TAX-8	RESPONDENT : PROCTER AND GAMBLE HYGIENE AND HEALTH CARE LIMITED
PENT. ADV.: ARVIND PINTO ()	RESP. ADV.:- 0 ()
DISTRICT: MUMBAI
BENCH: SINGLE
STATUS: PRE-ADMISSION	CATEGORY: REVIEW PETITION (D.B.)
ACT: INCOME TAX ACT, 1961

INDEX OF CHARGES:

S. No.	Charge ID	Date of Charge Creation/Modification	Charge amount secured	Charge Holder	Address	Service Request Number (SRN)
1	90243291	24/07/1996	20,000,000.00	STATE BANK OF INDIA	COMMERCIAL BRANCH, BOMAY, MAHARASHTRA, INDIA	-
2	90241947	12/11/1991	115,000,000.00	BANK OF INDIA	GANDHI ROAD, BOMBAY, MAHARASHTRA, INDIA	-
3	90241941	28/08/1992 *	83,688,000.00	INDUSTIRAL CRIDIT	BADKBAY RECLAMATION, BOMBAY, MAHARASHTRA, INDIA	-
4	90243093	09/10/1992 *	83,688,000.00	STATE BANK OF INDIA	COMMERCIAL BRANCH, BOMAY, MAHARASHTRA, INDIA	-
5	90241918	30/11/1990 *	46,000,000.00	STATE BANK OF INDIA	G N VAIDYA MARG, BOMBAY, MAHARASHTRA, INDIA	-
6	90241913	08/09/1990	83,688,000.00	INDUSTIRAL CRIDITB ANK	COPORATION, MUMBAI, MAHARASHTRA, INDIA	-
7	90239482	16/03/1990	37,500,000.00	THE INDUSTERAL CRIDIT	BACKBAY, BOMBAY, MAHARASHTRA, INDIA	-
8	90243042	25/01/1990	30,000,000.00	STATE BANK OF INDIA	COMMERCIAL BRANCH, BOMAY, MAHARASHTRA, INDIA	-
9	90241895	31/10/1989	35,000,000.00	STATE BANK OF INDIA	G N VIDIAYA MARG, BOMBAY, MAHARASHTRA, INDIA	-
10	90243032	31/10/1989 *	35,000,000.00	STATE BANK OF INDIA	COMMERCIAL BRANCH, BOMAY, MAHARASHTRA, INDIA	-
* Date of charge modification

CORPORATE INFORMATION:

Subject is a public company incorporated under the provisions of the Companies Act, 1956. The company is engaged in the manufacturing and selling of branded packaged fast moving consumer goods in the femcare and healthcare businesses. The company’s products are sold through retail operations including mass merchandisers, grocery stores, membership club stores, drug stores, department stores, and high frequency stores. The Company has its manufacturing locations at Kundaim - Goa and Baddi - Himachal Pradesh, apart from third party manufacturing locations spread across India.

BUSINESS PERFORMANCE:

The Company’s strong performance continued in the Financial Year 2012-13, despite difficult economic conditions, and inflationary market conditions. With a focus on balancing needs of the consumer, the customer and the members, they are delighted to report very strong financial results for the Company. The Company achieved a strong double-digit sales growth during the Financial Year 2012-13. Sales for the year increased by 30 per cent at Rs. 16970.000 Millions as against Rs. 13010.000 Millions during the previous year. Earnings after tax increased at 12 per cent at Rs. 2030.000 Millions as against Rs. 1810.000 Millions during the previous year.

FEMININE HYGIENE BUSINESS:

Feminine Hygiene business recorded the 10^th consecutive year of strong double-digit growth. This business has been a growth engine for the Company, with all the variants of Whisper sanitary napkins posting strong growth. Whisper further fortified its market leadership position by achieving value share leadership in the overall mid-tier segment for the first time since the launch of Whisper Choice; along with market leadership in the top tier segment that Whisper Ultra already has.

During the Financial Year, a number of strategic initiatives were designed to meet the consumers’ needs across segments. Whisper Ultra launch a new revolutionary product with “50% larger holes” for the top tier consumers. At the same time, Whisper launched new innovations in the benefit segments of “Soft” and “Overnight protection” to keep pace with the evolving needs of their top tier consumers. On Whisper Choice, the Company continued its focus on driving increased usage of sanitary napkins, particularly among non-users, and increased availability. As a result of these initiatives, Whisper reached an all-time high national share of 57.9 behind share growth across brand forms.

The Company also continued its disproportionate focus on the Point of Market Entry consumer. The Whisper School program reached nearly 4 million menstruating girls across private and government schools. Not only did the program reach out to more potential consumers, but it also increased its depth by reaching out to lower class towns.

HEALTH CARE BUSINESS:

The Company’s Health Care sales posted a double digit growth this year across Vicks VapoRub, Vicks Cough Drops, Vicks Action 500 and Vicks Inhaler. The growth was driven by combination of product initiatives and increased investment behind proven equity advertising. Vicks will continue to innovate to ensure it stays the most trusted cough and cold care solution in India.

Overall, the Company continued to focus on driving consumer meaningful innovations backed by distribution expansion and strong advertising support thereby recording a consistent growth across all areas of business. Earnings have also benefited from focus on mix, pricing and cost control.

Cash generation continued to be strong arising from significant improvements in the business performance, efficiencies and cost savings across the organization and a continued efficient collection system. The Company managed investments prudently by deployment of the surplus funds after ensuring that such investments satisfy the Company’s criteria of safety and security. Strong results have been possible due to several key initiatives which focused on consumers, retail customers with a stronger focus on innovation, greater effectiveness and efficiency across all costs, while strengthening organizational leadership.

MANAGEMENT DISCUSSION AND ANALYSIS:

REVIEW OF ECONOMIC SCENARIO AND IMPACT OF UNION BUDGET 2013:

The Indian economy continues to grow across sectors including growth across consumer segments. GDP growth has tapered down to mid-single digits, significantly lower than the past. The economy has entered a volatile phase with a weak rupee, relatively high inflation and a stronger Global economy providing alternative sources of investment to FIIs. However, they expect that the Indian consumer sector will continue to grow at a modest pace and the ability to recover the impact of devaluation/ high inflation will largely depend on the strength of the brand, the value it brings to the consumer. The Union Budget 2013-14 is forward looking and recognizes the risks faced by the economy while still committed to contain the Fiscal Deficit to 4.8% of GDP. The increase in Direct Tax rate from 32.45% to 33.99% would result in additional direct cost to the Company.

THE FMCG SECTOR AND INDIAN CONSUMERS:

The Indian FMCG sector is the fourth largest in the Indian economy and has a market size in excess of $13.1 billion. The sector is growing at a healthy pace due to increase in penetration, wider distribution and better consumer value. They have strong Indian companies and a few multinationals operating in this area offering a wide array of products to the Indian consumer. With growing incomes and changing consumption patterns, they expect growth to continue at a modest pace. Margins for the sector could be volatile due to macro-economic factors discussed earlier and a strong competitive environment.

PERFORMANCE OVERVIEW AND OUTLOOK:

The Company operates in a single reportable business and geographical segment. The Company’s core business is manufacturing, marketing and distribution of Health Care and Hygiene products. Under these businesses it has in its portfolio: VICKS, WHISPER and OLD SPICE – India’s leading Health Care and Hygiene products.

CONTINGENT LIABILITIES:

(i) In respect of Income Tax demands for which the company has preferred appeals with appropriate authorities -

Rs. 283.600 Millions (Previous year: Rs. 285.500 Millions). The liability is mainly on account of various disallowances by the Income Tax authorities on which assesse has preferred an appeal. These are on account of various grounds - primarily on account of advertisement expenses, tax holiday, etc.

(ii) In respect of Sales Tax matters for which the company has preferred appeals with appropriate authorities - Rs. 191.000 Millions (Previous year: Rs. 226.600 Millions). The liability is in respect to matters related to non-submission of “C” Forms / “F” Forms Rs. 102.300 Millions (Previous year: Rs. 140.300 Millions), Incomplete accounts books Rs. 22.700 Millions (Previous year: Rs. 18.100 Millions), Classification issues Rs. 5.900 Millions (Previous year: Rs. 5.900 Millions), Product valuation issues Rs. 51.600 Millions (Previous year: Rs. 53.800 Millions), and other miscellaneous issues Rs. 8.500 Millions (Previous year: Rs. 8.500 Millions).

(iii) In respect of Excise and Service Tax matters for which the company has preferred appeals with appropriate authorities Rs. 126.200 Millions (Previous year : Rs. 10.800 Millions). The liability is in respect to: classification matters Rs. 0.900 Million (Previous year: Rs. 0.900 Million), valuation matters Rs. 9.500 Millions (Previous year: Rs. 9.500 Millions) and applicability of service tax matters Rs. 115.600 Millions (Previous year: Rs. 0.200 Millions) and others Rs. 0.200 Millions (Previous year: Rs. 0.200 Millions).

(iv) In respect of counter guarantees given to bank against guarantees given by bank: Rs. 337.100 Millions (Previous year: Rs. 448.400 Millions) at the request of the Company, its bankers have issued guarantees to third parties for performance obligation under various commercial agreements. The Company has issued counter guarantees to the banks in respect of these guarantees.

(v) In respect of other claims - Rs. 4.100 Millions (Previous Year: Rs. 7.700 Millions). The Company is a party to various legal proceedings in the normal course of business.

(vi) Custom duty liability for probable non fulfillment of export obligation Rs. Nil (Previous year Rs. 44.800 Millions). Future cash flow in respect of the above, if any, is determinable only on receipt of judgments / decisions pending with the relevant authorities. The Company does not expect the outcome of matters stated above to have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

FIXED ASSETS:

· Land Freehold

· Land Leasehold

· Buildings

· Plant, Machinery and Equipment

· Furniture and Fixture

· Office Equipment

· Moulds and Dies

· Vehicles Forklifts

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.61.99
UK Pound	1	Rs.101.37
Euro	1	Rs.84.82

INFORMATION DETAILS

Report Prepared by :

TPT

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	7
PAID-UP CAPITAL	1~10	7
OPERATING SCALE	1~10	7
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	7
--PROFITABILIRY	1~10	7
--LIQUIDITY	1~10	7
--LEVERAGE	1~10	7
--RESERVES	1~10	7
--CREDIT LINES	1~10	7
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	NO
--LITIGATION	YES/NO	YES
--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	YES
--OTHER MERIT FACTORS	YES/NO	YES
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		63

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.