MIRA INFORM REPORT

Report Date :

07.09.2013

IDENTIFICATION DETAILS

Name :	PAR FORMULATIONS PRIVATE LIMITED (w.e.f. 21.02.2012)
Formerly Known As :	EDICT PHARMACEUTICALS PRIVATE LIMITED (w.e.f.23.04.2010) NOVEL THERAPEUTICS PRIVATE LIMITED (w.e.f. 24.09.2007) CHK ELECTRONIKS PRIVATE LIMITED
Registered Office :	Old No. 1/63, New No. 1/58, Padupakkam Village, Via. Vandalur-Kekambakkam Road, Kelambakkam, Chennai – 603103, Tamilnadu
Country :	India
Financials (as on) :	31.03.2012
Date of Incorporation :	22.09.1982
Com. Reg. No.:	18-009602
Capital Investment / Paid-up Capital :	Rs. 6.307 Millions
CIN No.: [Company Identification No.]	U33111TN1982PTC009602
Legal Form :	Private Limited Liability Company
Line of Business :	Subject is engaged in the business of developing and manufacturing generic branded drugs.
No. of Employees :	Around 200 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

Ba (47)

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

Maximum Credit Limit :	USD 3100000
Status :	Satisfactory
Payment Behaviour :	Usually Correct
Litigation :	Clear
Comments :	Subject is an established company having a satisfactory track record. The company has witnessed a change in the ownership and management during the year resulting in strategic shift in the business model of the company. The company has become wholly owned subsidiary of ‘Par Pharmaceutical Inc., USA’, due to which the company become R and D service provider and contract manufacturer for the holding company. The financial position of the company is good. Trade relations are fair. Business is active. Payment terms are usually correct conditions. The company can be considered for 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

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.

LOCATIONS

Registered Office / Research and Development and Manufacturing / Unit:	Old No. 1/63, New No. 1/58, Padupakkam Village, Via. Vandalur-Kekambakkam Road, Kelambakkam, Chennai – 603103, Tamilnadu, India
Tel. No.:	91-44-67480000/27474516/27474516/27474517/27474518
Fax No.:	91-44-27474519
E-Mail :	marian.gustafson@parpharm.com
Website :	www.parpharma.com

DIRECTORS

As on 31.12.2012

Name :

Mr. Thomas Joseph Haughey

Designation :

Director

Address :

22 Spring Garden Drive, Madison, New Jersey

Date of Birth/Age :

01.12.1963

Date of Appointment :

31.12.2012

DIN No.:

03555315

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
1	U33111TN1982PTC009602	PAR FORMULATIONS PRIVATE LIMITED	Director	31/12/2012	17/02/2012	-	Active

Name :

Mr. Paul Victor Campanelli

Designation :

Director

Address :

7 Cheyenne Court, Oakland, New Jersey

Date of Birth/Age :

10.03.1962

Date of Appointment :

31.12.2012

DIN No.:

03559887

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	U33111TN1982PTC009602	PAR FORMULATIONS PRIVATE LIMITED	Director	31/12/2012	17/02/2012	-	Active	NO

Name :

Mr. Venkatesh C

Designation :

Director

Address :

M 31, Heera Apartment, Jigani Industrial Area, Jigani, Anekal, Bangalore – 562106, Karnataka, India

Date of Birth/Age :

01.06.1968

Date of Appointment :

31.12.2012

DIN No.:

05226939

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	U33111TN1982PTC009602	PAR FORMULATIONS PRIVATE LIMITED	Alternate director	31/12/2012	14/03/2012	-	Active	NO

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 31.12.2012

Names of Shareholders *	No. of Shares
Par Pharmaceutical, Inc.	106066
Par Inc.	1
Total	106067
Note: Or in the case of the first return at any time since the incorporation of the company

Equity Share Break up (Percentage of Total Equity)

As on 31.12.2012

Category	Percentage
Foreign holdings( Foreign institutional investor(s), Foreign companie(s) Foreign financial institution(s), Non-resident Indian(s) or Overseas Corporate bodies or Others	100.00
Total	100.00

BUSINESS DETAILS

Line of Business :

Subject is engaged in the business of developing and manufacturing generic branded drugs.

GENERAL INFORMATION

No. of Employees :

Around 200 (Approximately)

Bankers :

State Bank of India, Overseas Branch, No. 86. Rajaji Salai, Chennai – 600001, Tamilnadu, India

Facilities :

Secured Loan	31.03.2012 (Rs. in Millions)	31.03.2011 (Rs. in Millions)
Long term borrowing
Loam From Bank
Corporate Loan	0.000	70.000
Term Loan	0.000	85.681
Total	0.000	155.681
NOTE: The Company has taken a term loan of Rs 100.000 Millions for part funding the purchase of machinery /equipments. The interest is payable on a monthly basis at State Bank Advance Rate (SBAfi). The principal balance is repayable in 72 monthly installments commencing from January 2012. The loan is secured by way of first charge on the fixed assets created out of term loan (ii) The Company has taken a Corporate loan of Rs 80.000 Millions for meeting out expenses relating to product development and for obtaining licence from US FDA. The interest is payable on a monthly basis at 2 5% above State Bank Advance Rate (SBAR). The principal balance is repayable in 18 monthly installments commencing from July 2011. The loan is secured by way of hypothecation of current assets viz. Raw materials, consumables, spares and stores and receivables.

Banking Relations :	--
Auditors :
Name :	Deloitte Haskins and Sells Chartered Accountants
Address :	ASV N Ramana Tower, 52, Venkatnarayana Road, T Nagar, Chennai – 600017, Tamilnadu, India
Tel. No.:	91-44-66885000
Fax No.:	91-44-66885050
PAN No.:	AACFD3771D
Ultimate Holding Company:	Par Pharmaceuticals Companies Inc (From February 17, 2012)
Holding Company:	Par Pharmaceuticals Inc (From February 17, 2012)
Companies where KMPs are interested (Upto February 16, 2012):	· Clan Laboratories Private Limited · Delvin Formulations Private Limited

CAPITAL STRUCTURE

As on 31.03.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
145000	Equity Shares	Rs.100/- each	Rs. 14.500 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
63067	Equity Shares	Rs.100/- each	Rs. 6.307 Millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.03.2012	31.03.2011
I. EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	6.307	13.809
(b) Reserves & Surplus	549.680	166.085
(c) Money received against share warrants	0.000	0.000
(2) Share Application money pending allotment	215.679	6.500
Total Shareholders’ Funds (1) + (2)	771.666	186.394
(3) Non-Current Liabilities
(a) long-term borrowings	0.000	155.681
(b) Deferred tax liabilities (Net)	2.951	0.000
(c) Other long term liabilities	0.000	0.000
(d) long-term provisions	0.000	0.000
Total Non-current Liabilities (3)	2.951	155.681
(4) Current Liabilities
(a) Short term borrowings	0.000	33.373
(b) Trade payables	39.168	33.718
(c) Other current liabilities	10.597	50.326
(d) Short-term provisions	197.558	0.000
Total Current Liabilities (4)	247.323	117.417
TOTAL	1021.940	459.492
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	213.576	196.363
(ii) Intangible Assets	3.261	194.559
(iii) Capital work-in-progress	8.128	0.000
(iv) Intangible assets under development	0.000	47.954
(b) Non-current Investments	0.000	0.000
(c) Deferred tax assets (net)	0.000	0.000
(d) Long-term Loan and Advances	14.945	2.317
(e) Other Non-current assets	0.000	0.000
Total Non-Current Assets	239.910	441.193
(2) Current assets
(a) Current investments	0.000	0.000
(b) Inventories	56.118	13.021
(c) Trade receivables	45.217	0.000
(d) Cash and cash equivalents	21.493	0.310
(e) Short-term loans and advances	6.130	4.900
(f) Other current assets	653.072	0.068
Total Current Assets	782.030	18.299
TOTAL	1021.940	459.492

SOURCES OF FUNDS		31.03.2010
SHAREHOLDERS FUNDS
1] Share Capital		12.781
2] Share Application Money		25.000
3] Reserves & Surplus		149.550
4] (Accumulated Losses)		(1.170)
NETWORTH		186.161
LOAN FUNDS
1] Secured Loans		47.721
2] Unsecured Loans		63.638
TOTAL BORROWING		111.359
DEFERRED TAX LIABILITIES		0.000
TOTAL		297.520
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		227.379
Capital work-in-progress		0.000
Product Development and USA license Cost		68.064
INVESTMENT		0.000
DEFERRED TAX ASSETS		0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	0.000
	Sundry Debtors	0.000
	Cash & Bank Balances	2.774
	Other Current Assets	3.537
	Loans & Advances	0.000
Total Current Assets		6.311
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	2.809
	Other Current Liabilities	1.425
	Provisions	0.000
Total Current Liabilities		4.234
Net Current Assets		2.077
MISCELLANEOUS EXPENSES		0.000
TOTAL		297.520

PROFIT & LOSS ACCOUNT

PARTICULARS		31.03.2012	31.03.2011	31.03.2010
ORDINARY INCOME		57.960	25.480	4.653
INCOME FROM SALE OF ITANGIBLE NET OF WRITE OFF		608.310	0.000	NA
EXPENSES		(104.690)	(29.990)	NA
PRIOR PERIOD ADJUSTMENTS		(11.10)	0.000	NA
CURRENT RAX		(178.000)	0.000	NA
DEFERRED TAX		(2.950)	(1.200)	NA
NET PROFIT / (LOSS)		369.530	(2.710)	0.028
EARNINGS IN FOREIGN CURRENCY
	Revenue from research and development services	38.090	25.260
	Revenue from manufacturing services	9.008	0.000
	Consideration for transfer of IP rights capabilities and resources	972.000	0.000
TOTAL EARNINGS		1019.098	25.260	4.652
IMPORTS
	Raw Materials	3.689	8.215	5.869
	Capital Goods	21.383	25.175	2.041
TOTAL IMPORTS		25.072	33.390	7.910
Earnings Per Share (Rs.)		5859.32	NA	NA

KEY RATIOS

PARTICULARS	31.03.2012	31.03.2011	31.03.2010
Debt Equity Ratio (Total Debt /Networth)	0.00	1.01	0.60
Current Ratio (Current Asset/Current Liability)	3.16	0.16	1.49

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	--
23]	Banking Details	Yes
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

NOTE: Registered office of the company has been shifted from 2, May Flower Garden, Srinivasa Avenue Raja Annamalai Puram, Chennai – 600023, Tamilnadu, India to the present address w.e.f 14.08.2007

RESULTS OF OPERATIONS

The total revenue of Rs.57.960 Millions for the year relates to the revenue for the period from Feb 18, 2012 to March 31, 2012. The expenses relating to the period up to February 17, 2012 have been accounted as project development expenses and written off against the sales proceeds from Intangible assets. The Rs. 608.310 Millions is the net proceeds for the transfer of all the intangible assets of the company as of February 17, 2012 including the intangible assets as they stood at April 1, 2011.

CORPORATE INFORMATION

Subject (formerly known as Edict Pharmaceuticals Private Limited ("Edict") is engaged in the business of developing and manufacturing generic branded drugs. During the year, the promoters of Edict entered into a Share Purchase Agreement ("SPA") dated May 17, 2011 with Par Pharmaceutical, lnc.("US Holding Company" / "Par US") Pursuant to the SPA, the entire shareholding in the Company was transferred to Par Pharmaceutical, Inc. on February 17, 2012, being the closing date for the transaction. Effective February 17, 2012, the Company is a wholly owned subsidiary of Par Pharmaceutical, Inc. The Company is an Export Oriented Unit (EOU) and is currently operating as a captive contract Research and Development service provider and manufacturer of generic drugs to its US Holding Company.

UNSECURED LOAN

PARTICULARS	31.03.2012 (Rs. in Millions)	31.03.2011 (Rs. in Millions)
Short term borrowing
Loans from directors and companies where directors are interested	0.000	33.373
Total	0.000	33.373
NOTE: In accordance with the Notification No. GSR 719 (E) date 16.11.2007, issued by the Ministry of Corporate Affairs, certain disclosures are required to be made relating to Micro and Small Enterprises as defined under the Micro, Small and Medium Development Act 2006. The Company is in the process of compiling relevant information from its suppliers about their coverage under the said Act. Since the relevant information is still not available, no disclosures have been made in the accounts.

CONTINGENT LIABILITIES:

(Rs. in millions)

PARTICULARS	31.03.2012	31.03.2011
Guarantees issued by banks	2.750	0.250
Guarantees issued by the company on behalf of company in which director are interested	0.000	61.000
Letters of credit outstanding	0.000	9.855
Demand promissory	0.000	250.000
The Company had given a Corporate Guarantee to State Bank of India towards credit facilities extended by the banks to Delvin Formulations Private Limited (a company in which the erstwhile directors were interested) amounting to Rs.61.000 Millions. The guarantee has been closed and the bank has released the Company from the covenants, obligations and duties towards the guarantee on December 9, 2011. The Company had signed and issued a Demand Promissory Note ("DPN") to Mr. Jayaseelan to the effect that the Company will pay to him an amount of Rs. Rs.250.000 Millions.. The DPN is based on a Memorandum of Understanding ("MoU") dated July 11, 2009, entered into between Muthuswamy Shanmugam and J Jayaseelan, the erstwhile Directors of the Company, which, inter-alia, states that the net worth of the Company as on the date of the MoU is agreed at Rs.250.000 Millions and that the amount is repayable by the Company to Jayaseelan. The DPN has been cancelled vide letter dated January 10, 2012 issued by both the parties to the Company.

FIXED ASSETS

· Land

· Building

· Plant and Machinery

· Ro Plant

· Effluent Treatment Plant

· Lab Equipments

· Office Equipments

· Electrical Fittings

· Mechanical

· Computers

· Air conditioner

· Furniture & Fixtures

· UPS

· Intangible - Product License

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.65.96
UK Pound	1	Rs.102.91
Euro	1	Rs.86.58

INFORMATION DETAILS

Report Prepared by :

KVT

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
PAID-UP CAPITAL	1~10	3
OPERATING SCALE	1~10	6
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	6
--PROFITABILIRY	1~10	5
--LIQUIDITY	1~10	5
--LEVERAGE	1~10	5
--RESERVES	1~10	7
--CREDIT LINES	1~10	5
--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
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		47

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.