MIRA INFORM REPORT

Report Date :

23.02.2013

IDENTIFICATION DETAILS

Name :	GEA PHARMA SYSTEMS (INDIA) PRIVATE LIMITED (w.e.f. 07.07.2009)
Formerly Known As :	ACO-ENGINEERING (INDIA) PRIVATE LIMITED
Registered Office :	Block No.8, Phase B, Village Dumad, Savil Road, Vadodara – 391 740, Gujarat
Country :	India
Financials (as on) :	31.03.2012
Date of Incorporation :	12.04.2007
Com. Reg. No.:	04-050513
Capital Investment / Paid-up Capital :	Rs.47.079 Millions
CIN No.: [Company Identification No.]	U29249GJ2007FTC050513
TAN No.: [Tax Deduction & Collection Account No.]	BRDA02606C
PAN No.: [Permanent Account No.]	AAGCA2753F
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturing of Pharma Industrial Equipments.
No. of Employees :	300 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

B (29)

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

Maximum Credit Limit :	USD 700000
Status :	Moderate
Payment Behaviour :	Slow
Litigation :	Clear
Listing :	--
Banker’s Note :	--
Comments :	Subject is an established company having moderate track record. The company is continuously incurring losses from its operations. However, trade relations are reported as fair. Business is active. Payments are reported to be slow. 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.

INDIAN ECONOMIC OVERVIEW

India is developing into an open-market economy, yet traces of its past autarkic policies remain. Economic liberalization, including industrial deregulation, privatization of state-owned enterprises, and reduced controls on foreign trade and investment, began in the early 1990s and has served to accelerate the country’s growth, which has averaged more than 7% per year since 1997. India’s diverse economy encompasses traditional village farming, modern agriculture, handicrafts, a wide range of modern industries, and a multitude of services. Slightly more than half of the work force is in agriculture, but services are the major source of economic growth, accounting for more than half of India’s output, with only one-third of its labor force. India has capitalized on its large educated English-speaking population to become a major exporter of information technology services and software workers. In 2010, the Indian economy rebounded robustly from the global financial crisis – in large part because of strong domestic demand – and growth exceeded 8% year-on-year in real terms. However, India’s economic growth in 2011 slowed because of persistently high inflation and interest rates and little progress on economic reforms. High international crude prices have exacerbated the government’s fuel subsidy expenditures contributing to a higher fiscal deficit, and a worsening current account deficit. Little economic reform took place in 2011 largely due to corruption scandals that have slowed legislative work. India’s medium-term growth outlook is positive due to a young population and corresponding low dependency ratio, healthy savings and investment rates, and increasing integration into the global economy. India has many long-term challenges that it has not yet fully addressed, including widespread poverty, inadequate physical and social infrastructure, limited non-agricultural employment opportunities, scarce access to quality basic and higher education, and accommodating rural-to-urban migration.

Source : CIA

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.

INFORMATION PARTED BY

Name :	Ms. Darshana
Designation :	Account Executive
Contact No.:	91-265-3074215
Date :	21.02.2013

LOCATIONS

Registered Office / Factory :	Block No.8, Phase B, Village Dumad, Savil Road, Vadodara – 391 740, Gujarat, India
Tel. No.:	91-265-3074272/ 3074202/ 3074203 / 3074206
Fax No.:	91-265-3074255
E-Mail :	pharma-india@geagroup.com ninad.raje@geagroup.com
Website :	http://www.gea-pharma.in
Location :	Owned

DIRECTORS

AS ON 25.09.2012

Name :	Mr. Kashyap Upadhyay
Designation :	Director
Address :	H-57, Adarsh Duplex, ITI Crossing, Gorwa, Vadodara – 390 016, Gujarat, India
Date of Birth/Age :	20.06.1966
Date of Appointment :	20.09.2007
DIN No.:	01472012
Name :	Mr. Raman Manmohan Madhok
Designation :	Director
Address :	1-D, Villa Alto – Monte, Main Street, Nagali Hills Colony, Donapaula, Goa – 403 004, India
Date of Birth/Age :	02.02.1945
Date of Appointment :	28.12.2009
DIN No.:	01798377
Name :	Mr. Ronald Anthony Youngs
Designation :	Director
Address :	Scarlet Oakes, Ridgway, Pyrford, Working, UK
Date of Birth/Age :	08.02.1952
Date of Appointment :	28.12.2009
DIN No.:	02886912
Name :	Mr. Anthony Edgar Butler
Designation :	Director
Address :	19, Ridgeway Road, Sahibury, UK
Date of Birth/Age :	08.05.1953
Date of Appointment :	28.12.2009
DIN No.:	02886882

KEY EXECUTIVES

Name :	Ms. Darshana
Designation :	Account Executive

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 25.09.2012

Names of Shareholders	No. of Shares
Ninad Sharad Raje	1
GEA Process Engineering (India) Private Limited, India	4707944
TOTAL	4707945

AS ON 25.09.2012

Equity Shares Break Up	Percentage of Holding
Bodies corporate	100.00
TOTAL	100.00

BUSINESS DETAILS

Line of Business :	Manufacturing of Pharma Industrial Equipments.
Exports :
Countries :	UK Denmark
Terms :
Selling :	L/C, Cash, Credit (30 Days)
Purchasing :	Cash, Credit (30 Days)

PRODUCTION STATUS (AS ON 31.03.2011)

Installed Capacity

The information pertaining to Installed Capacity is not relevant as the items produced by the Company are of a highly dissimilar nature.

Particulars	Production
Bulk Milk Cooler (BMC)	5
Fluid Bed Dryer (FBD)	380
Pharma Connect (PMA)	160
Vibro Fluidizer (VF)	0
Ducting	31
Material Handling	33
Others	94
	703

GENERAL INFORMATION

Customers :

• Wholesalers
• Retailers

No. of Employees :

300 (Approximately)

Bankers :

• Royal Bank of Scotland N.V, 7 Alkapuri, R C Dutt Road, Baroda-390007, Gujarat, India

Tel No.:- 91-265-2355900 / 2356000

Facilities :

Secured Loan	Rs. In Millions 31.03.2012	Rs. In Millions 31.03.2011
Short Term Borrowings
From Banks
Loans Repayable on demand	67.275	57.600
Other Loans and Advances (Specify Nature)	(3.434)	33.540
TOTAL	63.841	91.140

Banking Relations :	--
Auditors :
Name :	Keyur Patel and Company Chartered Accountant
Address :	SF - 14, Hiravanti Chambers, Opposite Aaryakanya Vidhyalaya, Karelibaug, Vadodara-390018, Gujarat, India
Tel. No.:
Mobile No.:
Fax No.:
E-Mail :
PAN No.:	AKVPP0199E
Holding Company :	GEA Process Engineering (India) Private Limited CIN No:- U74999MH1992PTC065230
Associates :	v GEA Courtoy NV v GEA Ecoflex India Private Limited v GEA Niro-GEA Process Engg A/S v GEA Pharma Systems Limited v GEA Pharma Systems NV v GEA Process Engg (NPS) Limited v GEA Tuchenhagen GmbH v WestfaliaSurge Deutschland GmbH v WestfaliaSurge Japy SAS v GEA Pharma Systems AG v GEA IT-Services GmbH v GEA Process Engineering Pte Limited

CAPITAL STRUCTURE

AS ON 31.03.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
5110000	Equity Shares	Rs.10/- each	Rs. 51.100 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
4707945	Equity Shares	Rs.10/- each	Rs. 47.079 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		47.079	47.079	47.079
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		130.413	145.600	232.268
4] (Accumulated Losses)		0.000	0.000	(36.334)
NETWORTH		177.492	192.679	243.013
LOAN FUNDS
1] Secured Loans		63.841	91.140	0.000
2] Unsecured Loans		183.499	43.999	88.447
TOTAL BORROWING		247.340	135.139	88.447
DEFERRED TAX LIABILITIES		0.000	0.000	0.000
TOTAL		424.832	327.818	331.460
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		308.711	305.578	265.471
Capital work-in-progress		0.957	0.446	21.946
INVESTMENT		0.000	0.000	0.000
DEFERREX TAX ASSETS		7.811	14.650	14.651
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	127.609	95.370	63.075
	Sundry Debtors	135.801	53.568	31.211
	Cash & Bank Balances	12.814	8.793	16.040
	Other Current Assets	104.134	60.240	0.000
	Loans & Advances	24.156	18.460	20.270
Total Current Assets		404.514	236.431	130.596
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	150.545	95.899	53.501
	Other Current Liabilities	118.147	115.325	34.593
	Provisions	28.469	18.063	13.377
Total Current Liabilities		297.161	229.287	101.471
Net Current Assets		107.353	7.144	29.125
MISCELLANEOUS EXPENSES		0.000	0.000	0.267
TOTAL		424.832	327.818	331.460

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2012	31.03.2011	31.03.2010
	SALES
		Income	418.728	266.755	60.688
		Other Income	13.776	4.934	1.383
		TOTAL (A)	432.504	271.689	62.071
Less	EXPENSES
		Increase /Decrease is Inventories	NA	28.206	(24.380)
		Cost of Material and Other Manufacturing Expenses		143.056	44.635
		Employee Cost		52.716	21.933
		Administrative Expenses		66.006	15.814
		Selling and Distribution Expenses		6.210	0.292
		Preliminary Expenses Written Off		0.134	0.134
		TOTAL (B)	NA	296.328	58.428
Less	PROFIT / (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		NA	(24.639)	3.643
Less	FINANCIAL EXPENSES (D)		NA	12.647	6.891
	PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		5.969	(37.286)	(3.248)
Less/ Add	DEPRECIATION/ AMORTISATION (F)		NA	13.048	0.279
	PROFIT / (LOSS) BEFORE TAX (E-F) (G)		NA	(50.334)	(3.527)
Less	TAX (H)		NA	0.000	(0.205)
	PROFIT / (LOSS) AFTER TAX (G-H) (I)		(15.187)	(50.334)	(3.322)
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		NA	(36.334)	(33.012)
	BALANCE CARRIED TO THE B/S		NA	(86.668)	(36.334)
	EARNINGS IN FOREIGN CURRENCY
		Export Sales	179.599	96.404	46.809
		Sales Commission	0.597	4.250	1.140
		Income from Dire Services	7.749	1.829	0.000
	TOTAL EARNINGS		187.945	102.483	47.949
	IMPORTS
		Raw Materials	79.200	65.578	10.145
		Capital Goods	2.237	3.343	0.103
	TOTAL IMPORTS		81.437	68.921	10.248
	Earnings Per Share (Rs.)		(3.23)	(10.69)	(7.69)

Expected Sales (2012-2013) : Rs. 750.000 Millions

The above information has been parted by Ms. Darshana.

KEY RATIOS

PARTICULARS		31.03.2012	31.03.2011	31.03.2010
PAT / Total Income	(%)	(3.51)	(18.53)	(5.35)
Net Profit Margin (PBT/Sales)	(%)	NA	(18.87)	(5.81)
Return on Total Assets (PBT/Total Assets}	(%)	NA	(9.04)	(0.89)
Return on Investment (ROI) (PBT/Networth)		NA	(0.26)	(0.01)
Debt Equity Ratio (Total Debt /Networth)		1.39	0.70	0.36
Current Ratio (Current Asset/Current Liability)		1.36	1.03	1.29

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	Yes
10]	Designation of contact person	Yes
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	Yes
20]	Export / Import details (if applicable)	Yes
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]	Date of Birth of Proprietor/Partner/Director, if available	Yes
32]	PAN of Proprietor/Partner/Director, if available	No
33]	Voter ID No of Proprietor/Partner/Director, if available	No
34]	External Agency Rating, if available	No

UNSECURED LOAN	Rs. In Millions 31.03.2012	Rs. In Millions 31.03.2011
Short Term Borrowings
Loans and advances from related parties	183.499	43.999
TOTAL	183.499	43.999

SUNDRY CREDITORS DETAILS

(Rs. In Millions)

Particulars	31.03.2012	31.03.2011	31.03.2010
Sundry Creditors
- Micro Enterprises and Small Enterprises	0.000	0.000	0.000
- Others	150.545	95.899	53.501
TOTAL	150.545	95.899	53.501

NOTE

Registered office of the company has been shifted from Block No.8, Village Dumad, Savali Road, Vadodara – 391 740, Gujarat, India to the present address w.e.f. 22.07.2009.

OUTLOOK

ECONOMY

During the year 2011-12 there was slowdown in growth of Indian Economy as it grew by 6.9% [Estimated] in 2011-12 mainly due to weakening industrial growth which retreated significantly by 37.5%. For the current financial year, they expect Indian Economy to grow by less than 6%.

The fiscal 2011.12 was also marked by a sharp depreciation of the Indian rupee. On month-to-month basis the rupee depreciated by 12.4 per cent from 44.97 per US dollar in March 2011 to 51.34 per US dollar in January 2012. Rupee reached a peak of 43.94 on 27 July 2011 and lowest at 54.23 per US dollar on 15 December 2011 indicating a depreciation of 19 per cent. The Reserve Bank of India was required to sell dollar5 twice in the fiscal to help raise the value of the rupee. The pressure on Indian rupee is expected to continue.

Trade deficit widened from expected USD 160 billion to USD 180 billion for April-March 2011-12, a rise of 52% on a year on year basis. Rising cast of oil imports due to oil prices being higher by aver 7% on a year on year basis pushed up overall imports by 28.5% while export growth was muted at 17.5% leading to a surge in trade deficit.

The slowing global economy and the resulting nervous sentiment on the financial markets could lead to lower consumer spending and capital expenditure projects being postponed in many cases. The company has envisaged these events and is planning to

• Cater its products to industries like Dairy and Chemical maintaining its focus on Pharma industry.

• Foray into 5E Asian and markets

PHARMACEUTICALS

According to McKinsey, the Indian Pharma Industry will grow to USD 55 Billion by 2020 with a potential to reach US0 70 Billion in an aggressive growth scenario. Over 2009, the industry is expected to grow with a CARG at 17% till 2020. A growth of 16.5% in 2011-12 is indicative of the built up expectations.

A large number of patent expirations continue to offer strong growth prospects for generic players in the developed markets. While patent expires are expected to peak out in 2012, they believe that the growth momentum would sustain as most of Indian companies have a fairly well spread out product pipeline till 2014. They have therefore seen many large size Indian companies and MNC's undertaking expansion for building production of drugs expiring patent. A shift to SEZ's by these companies is seen since most of the large scale players in the industry are either suppliers to Multi Nationals overseas or are themselves planning a foray in developed markets. This is adding advantage to your company which is 100% Export Oriented Unit.

OPERATIONS

The gross sales and other income for the financial year were Rs. 432.500 Millions as against Rs. 275.510 Millions for the previous financial year registering an increase of 1.57 times. The profit before depreciation and tax stood at Rs. 5.970 Millions against loss of Rs. 50.200 Millions recorded in previous year. The net loss stood at Rs. 15.190 Millions (Rs. 50.330 Millions previous year).

FIXED ASSETS

• Factory Building
• Plant and Machinery
• Air Conditioners
• Computer and Peripherals
• Electrical Fittings
• Furniture and Fixture
• Office Equipments
• Other Equipments
• Software and Licenses

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. 54.42
UK Pound	1	Rs. 83.20
Euro	1	Rs. 71.90

INFORMATION DETAILS

Information Gathered by :	JML
Report Prepared by :	DPT

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	3
PAID-UP CAPITAL	1~10	4
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	5
--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
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		29

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	-

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This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.