MIRA INFORM REPORT

Report Date :

17.01.2013

IDENTIFICATION DETAILS

Name :	MEDLEY PHARMACEUTICALS LIMITED (w.e.f.30.06.1996)
Formerly Known As :	MEDLEY PHARMACEUTICALS PRIVATE LIMITED
Registered Office :	Medley House, D2 MIDC Area, Andheri (East), Mumbai - 400093, Maharashtra
Country :	India
Financials (as on) :	31.03.2012 (Profit and Loss Account)
Date of Incorporation :	15.04.1975
Com. Reg. No.:	11-018296
Capital Investment / Paid-up Capital :	Rs. 319.200 Millions
CIN No.: [Company Identification No.]	U24230MH1975PLC018296
TAN No.: [Tax Deduction & Collection Account No.]	MUMM21128C
PAN No.: [Permanent Account No.]	AAACM2764J
Legal Form :	A Closely Held Public Limited Liability Company
Line of Business :	Manufacturer of Pharmaceutical Products.
No. of Employees :	Information declined by management

RATING & COMMENTS

MIRA’s Rating :

Ba (52)

RATING		STATUS	PROPOSED CREDIT LINE
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory

Maximum Credit Limit :	USD 5270000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a well established company having fine track record. General financial position is good. Trade relations are reported as fair. Business is active. Payments are reported to be regular and as per commitments. The company can be considered normal for business dealings at usual trade terms and conditions. Current year Balance Sheet i.e. 2012 of the company is not made available.

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

EXTERNAL AGENCY RATING

Rating Agency Name	CRISIL
Rating	Letter of Credit : A1
Rating Explanation	Very strong degree of safety and lowest credit risk.
Date	November 21, 2012

Rating Agency Name	CRISIL
Rating	Term loan and Cash Credit : A
Rating Explanation	Adequate degree of safety and low credit risk.
Date	November 21, 2012

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 DECLINED

MANAGEMENT NON CO-OPERATIVE (91-22-30888945/ 30887777)

LOCATIONS

Registered/ Corporate Office :	Medley House, D2 MIDC Area, Andheri (East), Mumbai – 400093, Maharashtra, India
Tel. No.:	91-22-30888945/ 30887777
Fax No.:	91-22-28204453/ 30888423
E-Mail :	mayank@medleylab.com sahir@medleylab.com varsha@medleylab.com varsharani@medleylab.com hr@medleylab.com
Website :	http://www.medleylab.com
Factory 1 :	Lane No-03, Phase - 1, SIDCO Industrial Estate, Bari Brahmana - 181133, Jammu, India
Factory 2 :	MPD4, Survey No - 378/7&8 379/2&3, Kabra Industrial Estate, Kachigam, Daman (UT) - 396210, India

DIRECTORS

AS ON 01.09.2012

Name :	Mr. Sami Khatib
Designation :	Chairman and Managing Director
Address :	Shoa, Plot No. 25, Greater Bombay Co-operative Housing Society Limited, Gulmohar Cross, Road No. 5, JVPD Scheme, Vile Parle (West), Mumbai - 400049, Maharashtra, India
Date of Birth/Age :	07.07.1934
Qualification :	BSC, B PHARM, LLB
Date of Appointment :	15.04.1975
PAN No.:	AABPK6777H
DIN No.:	00059442
Name :	Mr. Sarosh Sami Khatib
Designation :	Joint Managing director
Address :	Shoa, Plot No. 25, Greater Bombay Co-operative Housing Society Limited, Gulmohar Cross, Road No. 5, JVPD Scheme, Vile Parle (West), Mumbai - 400049, Maharashtra, India
Date of Birth/Age :	21.02.1964
Qualification :	B PHARM, MMM
Date of Appointment :	17.07.1987
PAN No.:	AABPK6775F
DIN No.:	00058143
Name :	Mr. Sahir Sami Khatib
Designation :	Vice Chairman (Whole-time director)
Address :	Shoa, Plot No. 25, Greater Bombay Co-operative Housing Society Limited, Gulmohar Cross, Road No. 5, JVPD Scheme, Vile Parle (West), Mumbai - 400049, Maharashtra, India
Date of Birth/Age :	26.10.1962
Qualification :	BE, CPA
Date of Appointment :	01.09.1998
PAN No.:	AABPK6776G
DIN No.:	00043681
Name :	Mr. Suhel Sami Khatib
Designation :	Director
Address :	Shoa, Plot No. 25, Greater Bombay Co-operative Housing Society Limited, Gulmohar Cross, Road No. 5, JVPD Scheme, Vile Parle (West), Mumbai - 400049, Maharashtra, India
Date of Birth/Age :	10.02.1961
Qualification :	BE
Date of Appointment :	01.04.2010
PAN No.:	AABPK6779K
DIN No.:	00904454
Name :	Dr. Mirasif Mirmohsin Ali
Designation :	Director
Address :	51, Nupur, 5th Floor, Gulmohar Cross Road No. 4, JVPD Scheme, Vile Parle (West), Mumbai - 400049, Maharashtra, India
Date of Birth/Age :	25.12.1952
Qualification :	MBBS
Date of Appointment :	27.09.1999
DIN No.:	00058250
Name :	Mr. Sagun Vishnu Naik
Designation :	Director
Address :	B/5, Dhanshree, 19, New Nagardas Road, Andheri (East), Mumbai - 400069, Maharashtra, India
Date of Birth/Age :	01.09.1936
Qualification :	MSC, CA IIB
Date of Appointment :	28.09.2001
DIN No.:	00185825
Name :	Mr. Surendra Kumar Ramsanehi Sharma
Designation :	Whole-time director
Address :	Bldg No. 42, Flat No. 202, 2nd Floor, 23 Mhada Code No. 128, Oshiwara, Mumbai - 400102, Maharashtra, India
Date of Birth/Age :	30.06.1958
Qualification :	MSC, MBA
Date of Appointment :	30.09.2006
PAN No.:	AAEPS8514M
DIN No.:	01204773
Name :	Mr. Tarun Pareshchandra Gupta
Designation :	Director
Address :	A-102, Jagat Vidya, Kalanagar Road, Bandra East, Mumbai - 400051, Maharashtra, India
Date of Birth/Age :	27.12.1939
Qualification :	MA, PHD
Date of Appointment :	24.06.2009
DIN No.:	02667140
Name :	Mr. Mushtaq Ataullah Antulay
Designation :	Director
Address :	Moonlight, 6^th Floor, 158, M. Karve Road, Churchgate, Mumbai - 400020, Maharashtra, India
Date of Birth/Age :	24.06.1964
Qualification :	BA
Date of Appointment :	14.02.2011
DIN No.:	00694678
Name :	Mr. Shuaib Mustafa Fakih
Designation :	Director
Address :	77/7, Jahangir Mansion, N.S. Patkar Marg, 3^rd Floor, Mumbai - 400007, Maharashtra, India
Date of Birth/Age :	18.06.1952
Date of Appointment :	30.06.2012
DIN No.:	05267982

KEY EXECUTIVES

Name :	Mrs. Varsharani Rajaram Katre
Designation :	Secretary
Address :	Type 1, Building 21, Room 304, Hillside, IIT Powai, Mumbai - 400076, Maharashtra, India
Date of Birth/Age :	13.08.1981
Date of Appointment :	02.11.2009
PAN No.:	BFWPK9914F

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 01.09.2012

Names of Shareholders	No. of Shares
Sami Khatib Suhel Khatib	11040000
Sami Khatib Sahir Khatib	11040000
Sami Khatib Sarosh Khatib	11040000
Sabeeh Khatb	160000
Sarosh Khatib	7600000
Sahir Khatib	7600000
Abdul Majid Khatib	3680000
Sami Khatib Sima Khatib Mir Asif Ali	2608000
Suhel Khatib	5200000
Suhel Khatib	2400000
Samina Khatib	240000
Sami Khatib Sima Khatib	232000
Sami Khatib	150000
Yasmeen Khatib	240000
Samey Khatib	160000
Farah Khatib	240000
Shayan Khatib	160000
Mehrunnisa Khatib	12000
K.A. Syed	10000
Shoeb Ali Zarina Shoeb Ali	4000
Javed Ali Aqueela Parveen	2000
Shakil Ali Farzana Shakil Ali	2000
Majiduddin Kazi	22000
Tarun Gupta	4000
Total	63846000

AS ON 01.12.2012

Names of Allottees	No. of Shares
Surendra Kumar Sharma	5000
Firdaus Tarachand	3000
Supriyo Lahiry	2000
Azeem Kunde	2000
Arif Faruqui	2000
Ashok Sawant	2000
Syed Ejaz Quazi	2000
Raju Deshmukh	2000
Vikash Kumar Anand	2000
Wasif Ali	2000
Naresh Sharma	2000
Dilip Ghodekar	2000
Total	28000

AS ON 01.09.2012

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]	3.76
Directors or relatives of directors	96.15
Other top fifty shareholders	0.09
Total	100.00

BUSINESS DETAILS

Line of Business :

Manufacturer of Pharmaceutical Products.

Products :

ITC Code	Product Descriptions
3004	Haematinics Anti Infective Anti Inflammatory Others
30045002	RB Tone SYP
30042039	O2 TAB
30049069	Nimsaid-P TAB
30042099	Dompan TAB

PRODUCTION STATUS (AS ON 31.03.2011)

Particulars	Unit	Installed Capacity	Actual Production Qty.
Capsules/Tablets	Litres	13140 lac	6739.81
Liquid Orals	Litres	78 lac	23.30

GENERAL INFORMATION

No. of Employees :

Information declined by management

Bankers :

Ø ICICI Bank Limited, 215 Free Press House, Free Press Journal Marg, Nariman Point, Mumbai – 400021, Maharashtra, India

Ø State Bank of India, Industrial Finance Branch, Snehal Chambers, Teli Gulli, Andheri (East), Mumbai – 400069, Maharashtra, India

Ø State Bank of India, Singapore Branch, 135, Cecil Street #01-00, Singapore 069536

Facilities :

Secured Loans

31.03.2011

31.03.2010

(Rs. In Millions)

Rupee term loans banks secured

78.267

151.487

Working capital loans banks secured

152.863

111.382

Total

231.130

262.869

Note:

(A)

[Repayable within 1 year Rs. 56.228 Millions (2010: Rs. 72.670 Millions)]

(B)

Description	31.03.2011	31.03.2010
Cash Credit and Export Packing Credit from Banks	152.863	111.224
Loans against hypothecation of Vehicles [Repayable within 1 year Rs. Nil (2010: Rs. 0.158 Millions)]	0.000	0.158
Total	152.863	111.382

Banking Relations :	--
Auditors :
Name :	Deloitte Haskins and Sells Chartered Accountants
Address :	12, Dr. Annie Besant Road, Opposite Shiv Sagar Estate, Worli, Mumbai - 400018, Maharashtra, India
Income-tax PAN of auditor or auditor's firm :	AABFD7919A
Subsidiaries :	Ø Sinkhai Healthcare Limited (formerly known as Zenkare Pharmaceuticals Private Limited) – Subsidiary with effect from 5th June 2009 Ø Medley Pharma UK Limited (Ceased with effect from 18th May 2010) Ø Medley Laboratories Private Limited (from 11th May 2010 to 31st October 2010) Ø Blue-Fin Frozen Foods Private Limited (from 12th October 2010)
Enterprise under significant Personnel or their relatives :	Ø Medley Laboratories Private Limited (upto 10th May 2010) Ø Minar Chemicals Private Limited Ø Steranco Healthcare Private Limited Ø Sinkhai Healthcare Limited (formerly known as M/s. Zenkare Pharmaceuticals Private Limited)

CAPITAL STRUCTURE

AFTER 01.09.2012

Authorised Capital : Rs. 330.000 Millions

No. of Shares	Type	Value	Amount
66,000,000	Equity Shares	Rs. 5/- each	Rs. 330.000 Millions

Issued, Subscribed & Paid-up Capital : Rs. 319.370 Millions

No. of Shares	Type	Value	Amount
63,874,000	Equity Shares	Rs. 5/- each	Rs. 319.370 Millions

AS ON 31.03.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
66,000,000	Equity Shares	Rs. 5/- each	Rs. 330.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
63,846,000	Equity Shares	Rs. 5/- each	Rs. 319.230 Millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2011	31.03.2010	31.03.2009
SHAREHOLDERS FUNDS
1] Share Capital		319.200	100.000	100.000
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		999.888	700.252	483.915
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		1319.088	800.252	583.915
LOAN FUNDS
1] Secured Loans		231.130	262.869	548.426
2] Unsecured Loans		25.668	12.231	42.091
TOTAL BORROWING		256.798	275.100	590.517
DEFERRED TAX LIABILITIES		12.756	9.894	16.049
OTHER LIABILITIES		4.343	4.629	1.462
TOTAL		1592.985	1089.875	1191.943
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		953.971	627.155	705.003
Capital work-in-progress		7.550	1.882	4.264
INVESTMENT		125.070	16.585	1.237
DEFERRED TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	337.605	280.257	358.391
	Sundry Debtors	415.154	363.121	298.157
	Cash & Bank Balances	23.582	15.333	32.582
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	333.297	201.710	190.834
Total Current Assets		1109.638	860.421	879.964
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	335.868	281.320	247.375
	Other Current Liabilities	135.137	77.981	85.797
	Provisions	132.239	56.867	65.353
Total Current Liabilities		603.244	416.168	398.525
Net Current Assets		506.394	444.253	481.439
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		1592.985	1089.875	1191.943

PROFIT & LOSS ACCOUNT

	PARTICULARS			31.03.2012	31.03.2011	31.03.2010	31.03.2009
	SALES
		Income		2624.965	2137.959	2088.327	1847.417
		Other Income		26.483	5.151	19.692	35.567
		TOTAL (A)		2651.448	2143.110	2108.019	1882.984
Less	EXPENSES
		Cost of materials consumed		552.668	487.947
		Purchases of stock-in-trade		419.409	236.572
		Changes in inventories of finished goods, work-in-progress and stock-in-trade		(26.084)	(59.381)
		Employee benefit expense		532.832	458.030
		Other expenses		694.609	606.434
		TOTAL (B)		2173.434	1729.602	1711.621	1594.700
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)			478.014	413.508	396.398	288.284
Less	FINANCIAL EXPENSES (D)			38.426	25.893	28.422	59.973
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)			439.588	387.615	367.976	228.311
Less/ Add	DEPRECIATION/ AMORTISATION (F)			80.824	62.415	70.588	69.740
	PROFIT BEFORE TAX (E-F) (G)			358.764	325.200	297.388	158.571
Less	TAX (H)			81.486	66.889	45.945	31.869
	PROFIT AFTER TAX (G-H) (I)			277.278	258.311	251.443	126.702
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD			105.000	105.000	105.000	5.000
Less	APPROPRIATIONS
			Transfer to General Reserve	N.A.	202.662	216.344	9.153
			Interim Dividend Paid		0.000	30.000	0.000
			Tax on Interim Dividend Paid		0.000	5.099	0.000
			Proposed Dividend		47.880	0.000	15.000
			Tax on Dividend		7.769	0.000	2.549
	BALANCE CARRIED TO THE B/S			N.A.	105.000	105.000	105.000
	EARNINGS IN FOREIGN CURRENCY
			Export Earnings	281.819	254.171	213.270	176.785
	IMPORTS
			Raw Materials	40.768	39.883	45.957	27.973
			Capital Goods	7.138	6.942	0.903	6.436
	TOTAL IMPORTS			47.906	46.825	46.860	34.409
	Earnings Per Share (Rs.)			4.34	3.90	3.70	6.34

KEY RATIOS

PARTICULARS		31.03.2012	31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	10.46	12.05	11.93	6.73
Net Profit Margin (PBT/Sales)	(%)	13.67	15.21	14.24	8.58
Return on Total Assets (PBT/Total Assets}	(%)	N.A.	15.76	19.99	10.00
Return on Investment (ROI) (PBT/Networth)		N.A.	0.25	0.37	0.27
Debt Equity Ratio (Total Liability/Networth)		N.A.	0.65	0.86	1.69
Current Ratio (Current Asset/Current Liability)		N.A.	1.84	2.07	2.21

LOCAL AGENCY FURTHER INFORMATION

SUNDRY CREDITORS DETAILS:

Particulars	31.03.2011	31.03.2010	31.03.2009
	(Rs. In Millions)
Creditors due small micro enterprises	1.483	0.636	3.964
Creditors due others	334.385	280.684	243.411
Sundry creditors	335.868	281.320	247.375

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	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	Yes
33]	Voter ID No of Proprietor/Partner/Director, if available	No
34]	External Agency Rating, if available	Yes

UNSECURED LOANS

Unsecured Loans	31.03.2011	31.03.2010
	(Rs. In Millions)
Loans directors unsecured	11.137	0.000
Other debt unsecured	14.531	12.231
Total	25.668	12.231

AMALGAMATION OF MEDLEY LABORATORIES PRIVATE LIMITED WITH THE COMPANY:

During the year the Hon’ble High Court of Bombay sanctioned the Scheme of Amalgamation of Medley Laboratories Private Limited with the Company vide its order dated 26th October 2010.

Pursuant to the scheme of Amalgamation (the Scheme) of Medley Laboratories Private Limited (MLPL) a wholly owned subsidiary of the Company, with the Company as sanctioned by the Honorable High Court of Bombay vide its order dated 26th October, 2010, the entire business and all the assets and liabilities, duties and obligation of MLPL were transferred at fair value to and vested in the Company, from 1st July, 2010 (the appointed date). The scheme became effective on 1st November, 2010.

The accounting for the amalgamation was done as per the Purchase method as prescribed in Accounting Standard 14 – “Accounting for Amalgamations” as modified under the scheme and approved by the Honorable High Court and the same has been given effect to in the financial statements as under:

1. MLPL was engaged in the business of manufacture of pharmaceutical formulations.

2. The assets and liabilities of MLPL were recorded in the books of the Company at their fair values.

3. The Company is taking necessary steps for securing transfer of assets and liabilities in the name of the Company.

4. The shares held by the Company in MLPL were cancelled.

5. The excess of the fair market value of the net assets taken over by the Company over the liabilities aggregating Rs. 342.081 Millions has been credited to General Reserve

Account as prescribed in the Scheme. Had the Scheme not prescribed this accounting treatment, the said amount would have been credited to Capital Reserve, as mentioned under Accounting Standard 14 – “Accounting for Amalgamations”.

1. As per the Scheme, the incremental depreciation / impairment emanating on account of takeover of fixed assets at fair value would be adjusted against the aforesaid General Reserve every year by transferring corresponding amount to Profit and Loss account.

2. On account of above merger, the figures for Current Year are not strictly comparable with that of the previous year.

BANKERS CHARGES REPORT AS PER REGISTRY

Corporate identity number of the company	U24230MH1975PLC018296
Name of the company	MEDLEY PHARMACEUTICALS LIMITED
Address of the registered office or of the principal place of business in India of the company	Medley House, D2 MIDC Area, Andheri (East), Mumbai - 400093, Maharashtra, India Email: varsharani@medleylab.com
This form is for	Creation of charge
Type of charge	Immovable property Book debts Movable property (not being pledge) Others [Plant and Machinery, Furniture and Fixtures, Stock]
Particular of charge holder	State Bank of India, Singapore Branch, 135, Cecil Street #01-00, Singapore 069536 Email: shahbaz.zafer@sbi.co.in
Nature of description of the instrument creating or modifying the charge	Unattested Deed of Hypothecation. Memorandum of Entry.
Date of instrument Creating the charge	06.11.2012
Amount secured by the charge	Rs. 312.500 Millions
Brief particulars of the principal terms an conditions and extent and operation of the charge	Rate of Interest 6 M LIBOR + 300 bpa. Terms of Repayment The Borrower shall repay the aggregate amount of the Loans in 11 (Eleven) equal semiannual installments starting after 12(Twelve) Months of the date of the first Utilisation. Margin As per the sanctioned letter and loan agreement. Extent and Operation of the charge Security to cover principal amount together with interest, costs, charges and expenses etc. Others USD 5.60 Million. All other terms and conditions as per sanctioned letter and loan agreement.
Short particulars of the property charged	i) All present and future fixed Movable Assets of the Borrower in relation to the Daman Plant, including without limiation, all plant, machinery, buildings, tools, accessories, equipments, furniture fixtures and fittings either installed or lying loose and all replacements, conversion, realization or whether by way of substitution, addition, replacement, conversion, realization or otherwise howsoever together with all benefits, rights and incidentals which are now or to be owned in the future by the borrower (but excluding any land owned or to be owned in the future the borrower has or will have any leasehold rights) including the fixed assets as more particularly set out in schedule II (Decsription of Daman Assets) ii) The ECB assets (present and future) along with rights, title interest, demands, present and future, whatsoever of the borrower in to under or in respect of the ECB assets as and by way of a first ranking and exclusive charge and hypothecation on the ECB assets and to have and to hold all and singular all present and future ECB assets unto and to the use of the security agent (for the benefit of the Lender) in accordance with the Deed. a) first ranking pari passu charge over the Daman Assets and b) First ranking and exclusive charge on the ECB Assets in each case in favour of the security Agent. (for the benefit of the lender). iii) A First ranking pari passu charge by way of mortgage by deposit of title deeds by way constructive delivery, over all immovable properties which would include all the piece or parcel of land and building, any part thereof or any buildings/structures standing thereon or any proposed buildings/structures that may be constructed on the land and more

FIXED ASSETS:

Ø Land – Leasehold

Ø Land – Freehold

Ø Building

Ø Plant and Machinery

Ø Electric Installation

Ø Vehicles

Ø Furniture and Fixtures

Ø Computers

Ø Flats

Ø Patents and Trade Marks

Ø Computer Software

CMT REPORT (Corruption, Money Laundering & Terrorism]

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

1] INFORMATION ON DESIGNATED PARTY

No 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. 54.83
UK Pound	1	Rs. 87.99
Euro	1	Rs. 72.83

INFORMATION DETAILS

Information Gathered by :	JML
Report Prepared by :	BVA

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	7
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	6
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	5
--PROFITABILIRY	1~10	5
--LIQUIDITY	1~10	6
--LEVERAGE	1~10	6
--RESERVES	1~10	6
--CREDIT LINES	1~10	6
--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
TOTAL		52

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.