MIRA INFORM REPORT

Report Date :

17.10.2013

IDENTIFICATION DETAILS

Name :	COVIDIEN ENGINEERING SERVICES PRIVATE LIMITED
Registered Office :	DLF Cyber City, Block No. 3, Ground Floor, Plot No.129 to 132, APHB Colony, Gachibowli, Hyderabad - 500019, Andhra Pradesh
Country :	India
Financials (as on) :	31.03.2012
Date of Incorporation :	06.01.2011
Com. Reg. No.:	01-073723
Capital Investment / Paid-up Capital :	Rs. 0.100 Million
CIN No.: [Company Identification No.]	U73100AP2011PTC073723
TAN No.: [Tax Deduction & Collection Account No.]	HYDC04921A
PAN No.: [Permanent Account No.]	AAECC3572C
Legal Form :	Private Limited Liability Company
Line of Business :	Subject provides designing, engineering and software testing and support services.
No. of Employees :	Not Divulged

RATING & COMMENTS

MIRA’s Rating :

B (30)

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

Maximum Credit Limit :	USD 310000
Status :	Moderate
Payment Behaviour :	Slow but correct
Litigation :	Clear
Comments :	Subject is an established company having a moderate track record. There appear huge external borrowings recorded by the company during 2012. However, trade relations are reported as fair. Business is active. Payments are reported to be slow but correct. The company can be considered for business dealings with some cautions.

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

We are living in a world where volatility and uncertainty have become the New Normal. We saw a change of government in countries like Tunisia, Egypt, Libya and Vietnam. Once powerful countries in Europe are now fighting for bankruptcy. We have taken growth in the developing part of the world for granted but economic growth in China and India has begun to slow. Companies that were synonymous with their product categories just a few years ago are now no longer in existence. Kodak, the inventor of the digital camera had to wind up its operations, HMV, the British entertainment retailing company and Borders, once the second largest bookstore have shut down due to their inability to evolve their business models with the changing time. Readers’ Digest, Thomson Register are no more !

There is another megatrend happening. The World order is changing as economic power shifts from West to East. According to McKinsey study, it took Britain more than 100 years to double its economic output per person during its industrial revolution and the US later took more than 50 years to do the same. More than a century later, China and India have doubled their GDP per capital in 12 and 18 years respectively. By 2020, emerging Asia will become the world’s largest consuming block, overtaking North America.

The years after the outbreak of the global financial crisis, the world economy continues to remain fragile. The Indian economy demonstrated remarkable resilience in the initial years of the contagion but finally lost ground last year. GDP growth slowed down. Currency has been weakening. There is a marked deceleration in agriculture, industry and services. Dampening sentiment led to a cut-back in investment as well as private consumption expenditure.  Inflation remained at high levels fuelled by the pressure from the food and fuel sectors. The large fiscal and current account deficit s continued to cause grave concern. It is imperative that India regains its growth trajectory of 8-9 % sooner than later. This is crucially important given the need to create gainful livelihood opportunities for the millions living in poverty as also the large contingent of young people joining the job market every year.

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-COOPERATIVE [91-40-41331200]

LOCATIONS

Registered Office :	DLF Cyber City, Block No. 3, Ground Floor, Plot No.129 to 132, APHB Colony, Gachibowli, Hyderabad - 500019, Andhra Pradesh, India
Tel. No.:	91-40-41331200/ 01
Fax No.:	91-40-40189836/ 37
E-Mail :	anurag.asthana@covidien.com jesal.agarwal@covidien.com

DIRECTORS

AS ON 05.10.2012

Name :

Mr. Robert Frederick Frechette

Designation :

Director

Address :

27 Oxley Walk, #02-27, Belle Vue Residences Singapore 238596

Date of Birth/Age :

10.08.1970

Date of Appointment :

05.10.2012

DIN No.:

03497031

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	Company/ LLP Status	Defaulting status
1	U73100AP2011PTC073723	COVIDIEN ENGINEERING SERVICES PRIVATE LIMITED	Director	05/10/2012	15/04/2011	Active	NO

Name :

Mr. Anurag Asthana

Designation :

Director

Address :

10, Jayabheri Meadows, Behind Microsoft Gopanpalli, Gachibowli, Hyderabad - 500034, Andhra Pradesh, India

Date of Birth/Age :

09.12.1964

Qualification :

MS University of Mary Land MBA Colorado State University

Experience :

17 Years

Date of Appointment :

27.10.2011

DIN No.:

03639052

Name :

Mr. John Michael O'Hehir

Designation :

Director

Address :

22C Jalan Ulu Siglap, Singapore 457168

Date of Birth/Age :

02.12.1968

Date of Appointment :

13.07.2012

DIN No.:

05317222

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	U73100AP2011PTC073723	COVIDIEN ENGINEERING SERVICES PRIVATE LIMITED	Director	05/10/2012	13/07/2012	-	Active	NO
2	U51397HR2002FTC040216	COVIDIEN HEALTHCARE INDIA PRIVATE LIMITED	Additional director	20/11/2012	20/11/2012	-	Active	NO
3	U24100DL2012FTC245338	MALLINCKRODT PHARMACEUTICALS INDIA PRIVATE LIMITED	Director	27/11/2012	27/11/2012	17/06/2013	Active	NO

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 05.10.2012

Names of Shareholders	No. of Shares
Covidien Private Limited, Singapore	1349999
Pavan Kumar Duwa	1
Total	1350000

AS ON 05.10.2012

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]	100.00
Total	100.00

BUSINESS DETAILS

Line of Business :

Subject provides designing, engineering and software testing and support services.

GENERAL INFORMATION

No. of Employees :	Not Divulged
Bankers :	Not Divulged

Banking Relations :	--
Auditors :
Name :	Deloitte Haskins and Sells Chartered Accountants
Address :	1-8-384 and 385, 3rd Floor, Gowra Grand, Sardar Patel Road, Begumpet, Secunderabad – 500003, Andhra Pradesh, India
Income-tax PAN of auditor or auditor's firm :	AACFD3771D
Ultimate Holding Company :	Covidien Plc, Ireland
Holding Company :	Covidien Private Limited, Singapore
Fellow Subsidiaries :	Covidien Healthcare India Private Limited Covidien LP, USA

CAPITAL STRUCTURE

AS ON 05.10.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
7,800,000	Equity Shares	Rs. 10/- each	Rs. 78.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
1,350,000	Equity Shares	Rs. 10/- each	Rs. 13.500 Millions

AS ON 31.03.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
7,800,000	Equity Shares	Rs. 10/- each	Rs. 78.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
10,000	Equity Shares	Rs. 10/- each	Rs. 0.100 Million

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.03.2012
I. EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	0.100
(b) Reserves & Surplus	9.854
(c) Money received against share warrants	0.000
(2) Share Application money pending allotment	67.000
Total Shareholders’ Funds (1) + (2)	76.954
(3) Non-Current Liabilities
(a) long-term borrowings	31.110
(b) Deferred tax liabilities (Net)	0.189
(c) Other long term liabilities	0.000
(d) long-term provisions	0.742
Total Non-current Liabilities (3)	32.041
(4) Current Liabilities
(a) Short term borrowings	89.760
(b) Trade payables	50.720
(c) Other current liabilities	23.327
(d) Short-term provisions	1.752
Total Current Liabilities (4)	165.559
TOTAL	274.554
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	118.140
(ii) Intangible Assets	12.241
(iii) Capital work-in-progress	14.459
(iv) Intangible assets under development	0.000
(b) Non-current Investments	0.000
(c) Deferred tax assets (net)	0.000
(d) Long-term Loan and Advances	51.818
(e) Other Non-current assets	0.000
Total Non-Current Assets	196.658
(2) Current assets
(a) Current investments	0.000
(b) Inventories	0.000
(c) Trade receivables	30.038
(d) Cash and cash equivalents	7.326
(e) Short-term loans and advances	4.147
(f) Other current assets	36.385
Total Current Assets	77.896
TOTAL	274.554

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2012
	SALES
		TOTAL	160.723
Less	EXPENSES
		TOTAL	148.168
	PROFIT BEFORE TAX		12.555
Less	TAX		2.701
	PROFIT AFTER TAX		9.854
	EARNINGS IN FOREIGN CURRENCY
		Sale of Services	159.886
	IMPORT OF FIXED ASSETS		52.922
	Earnings Per Share (Rs.)		985.42

KEY RATIOS

PARTICULARS		31.03.2012
PAT / Total Income	(%)	6.13
Return on Total Assets (PBT/Total Assets}	(%)	4.83
Return on Investment (ROI) (PBT/Networth)		0.16
Debt Equity Ratio (Total Debt/Networth)		1.57
Current Ratio (Current Asset/Current Liability)		0.47

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 one year	Yes
12]	Profitability for last one year	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	No
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

INDEX OF CHARGES: NO CHARGES EXIST FOR COMPANY

UNSECURED LOANS

UNSECURED LOANS	31.03.2012 (Rs. In Millions)
LONG-TERM BORROWINGS
Term Loan from Holding Company	31.110
SHORT TERM BORROWINGS
Working Capita! Loans from Bank repayable on demand	89.760
Total	120.870
Note: LONG-TERM BORROWINGS The Company has entered into a Term Loan Agreement with regard to External Commercial-Borrowings of USD 4500000 against which, USD 600000 has been drawn as at March 31, 2012. The loan is repayable in 4 equal installments of USD 1000000 each during the period March 2016 to November 2016 and the balance USD 500000 in April 2017. The rate of interest .is 6 months USD Libor plus 275 basis points, presently being 3.4944% per annum.

Note:

The registered office of the company has been shifted from Plot No.18, Level 2 Oval Building, iLabs Centre, Regus Hitech City, Madhapur Hyderabad - 500081, Andhra Pradesh, India to the present w.e.f.11.01.2012

OPERATIONS

The Company provides design, engineering and software testing and support services to its holding company, which operates in Healthcare, Information Technology and IT Enabled Services. The Company is registered under the Special Economic Zones Act, 2005 and commenced its commercial operations effective December 19, 2011.

CORPORATE INFORMATION

Subject was incorporated in India on April 6, 2011 under the Companies Act. 1956. The Company provides design, engineering and software testing and support services to its holding company, which operates in Healthcare, Information Technology and IT Enabled Services. The Company is registered under the Special Economic Zones Act, 2005 and commenced its commercial operations effective December 19, 2011.

CONTINGENT LIABILITIES:

Particulars	31.03.2012 (Rs. In Millions)
Bond executed in favour of Development Commissioner. Vishakhapatnam Special - Economic Zone	53.917
Estimated amount of contracts remaining to be-executed on capital account and not provided for (net of advances of Rs. 3.888 Millions)	0.000

FIXED ASSETS:

· Leasehold Improvements

Plant and Machinery

Furniture and Fixture

Office Equipments

Computers

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. 61.69
UK Pound	1	Rs. 98.59
Euro	1	Rs. 83.67

INFORMATION DETAILS

Information Gathered by :	NAY
Report Prepared by :	BVA

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	4
PAID-UP CAPITAL	1~10	3
OPERATING SCALE	1~10	3
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	3
--PROFITABILIRY	1~10	4
--LIQUIDITY	1~10	3
--LEVERAGE	1~10	3
--RESERVES	1~10	4
--CREDIT LINES	1~10	3
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	NO
--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
DEFAULTERS
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		30

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.