MIRA INFORM REPORT

Report Date :

20.09.2013

IDENTIFICATION DETAILS

Name :	HESTER DIAGNOSTICS PRIVATE LIMITED
Registered Office :	205, Jolly Bhavan, No 1 10, New Marine Lines, Mumbai – 400020, Maharashtra
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	09.06.1998
Com. Reg. No.:	11-115289
Capital Investment / Paid-up Capital :	Rs. 0.500 Million
CIN No.: [Company Identification No.]	U85195MH1998PTC115289
TAN No.: [Tax Deduction & Collection Account No.]	MUMH07310C
PAN No.: [Permanent Account No.]	AAACH5528F
Legal Form :	Private Limited Liability Company
Line of Business :	Manufacturers of Surgical / Medical Instruments and Apparatus.
No. of Employees :	Not Available

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.

LOCATIONS

Registered Office :	205, Jolly Bhavan, No 1 10, New Marine Lines, Mumbai – 400020, Maharashtra, India
Tel. No.:	91-22-22054170
Fax No.:	Not Available
E-Mail :	narayan@hesterdiagnostics.com
Website :	www.hesterdiagnostics.com
Godown :	66, Princess Street, Mumbai – 400002, Maharashtra, India
Tel. No.:	91-22-22054170
Fax No.:	91-22-22088319

DIRECTORS

AS ON 29.09.2011

Name :	Mr. Sanjiv Dinesh Gandhi
Designation :	Director
Address :	22/23, Franklin Apartments, Palimala Road, Bandra, Mumbai – 400050, Maharashtra, India
Date of Birth/Age :	15.03.1965
Date of Appointment :	09.06.1998
DIN No.:	00024548

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	L99999GJ1987PLC022333	HESTER BIOSCIENCES LIMITED	Director	29-04-87	29-04-87	-	Active	NO
2	U45201GJ1995PTC026168	HESTER COATINGS PRIVATE LIMITED	Director	01-06-95	01-06-95	01-10-09	Active	NO
3	U01117MH1991PLC063133	BIOLINK HEALTHCARE LIMITED	Director	01-08-96	01-08-96	-	Active	NO
4	U85195MH1998PTC115289	HESTER DIAGNOSTICS PRIVATE LIMITED	Director	09-06-98	09-06-98	-	Active	NO
5	U74140GJ2008PTC053801	BELL PACIFIC PROJEX PRIVATE LIMITED	Director	06-05-08	06-05-08	-	Strike off	NO
6	U24220GJ2010PTC063082	GMM COATINGS PRIVATE LIMITED	Director	30-11-10	30-11-10	15-12-10	Active	NO

Name :	Ms. Hetal Sanjiv Gandhi
Designation :	Director
Address :	22/23, Franklin Apartments, Palimala Road, Bandra, Mumbai – 400050, Maharashtra, India
Date of Birth/Age :	25.09.1970
Date of Appointment :	09.06.1998
DIN No.:	00024697

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	U01117MH1991PLC063133	BIOLINK HEALTHCARE LIMITED	Director	01-08-96	01-08-96	Active	NO
2	U85195MH1998PTC115289	HESTER DIAGNOSTICS PRIVATE LIMITED	Director	09-06-98	09-06-98	Active	NO

Name :	Mr. Nina Rajiv Gandhi
Designation :	Director
Address :	22/23, Franklin Apartments, Palimala Road, Bandra, Mumbai – 400050, Maharashtra, India
Date of Birth/Age :	17.03.1963
Date of Appointment :	09.06.1998
DIN No.:	00024657

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	U01117MH1991PLC063133	BIOLINK HEALTHCARE LIMITED	Director	13-08-91	13-08-91	Active	NO
2	U85195MH1998PTC115289	HESTER DIAGNOSTICS PRIVATE LIMITED	Director	09-06-98	09-06-98	Active	NO

Name :	Mr. Rajiv Dinesh Gandhi
Designation :	Director
Address :	B-3, 399 Apartment, Bokadev, Ahmedabad-380054, Gujarat, India
Date of Birth/Age :	02.04.1968
Date of Appointment :	09.06.1998
DIN No.:	00438037

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	L99999GJ1987PLC022333	HESTER BIOSCIENCES LIMITED	Managing director	01-01-09	29-04-87	-	Active	NO
2	U01117MH1991PLC063133	BIOLINK HEALTHCARE LIMITED	Director	13-08-91	13-08-91	-	Active	NO
3	U45201GJ1995PTC026168	HESTER COATINGS PRIVATE LIMITED	Director	02-09-95	02-09-95	01-10-09	Active	NO
4	U85195MH1998PTC115289	HESTER DIAGNOSTICS PRIVATE LIMITED	Director	09-06-98	09-06-98	-	Active	NO
5	U24239GJ2000PTC038922	SINSUI INDIA PRIVATE LIMITED	Director	13-11-00	13-11-00	-	Active	NO
6	U51100GJ1971PTC001827	CAFFIL PRIVATE LIMITED	Director	08-10-02	08-10-02	-	Active	NO
7	U74900GJ2009NPL055842	YPO (GUJARAT)	Director	06-01-09	06-01-09	-	Active	NO
8	L27109GJ1972PLC011500	AHMEDABAD STEEL CRAFT LIMITED	Director	29-09-10	16-09-09	14-04-11	Active	NO

KEY EXECUTIVES

Name :	Mr. Narayan
Designation :	Key Executive

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

AS ON 29.09.2011

Names of Shareholders	No. of Shares
Sanjiv Dinesh Gandhi	49700
Hetal Sanjiv Gandhi	100
Nina Rajiv Gandhi	100
Rajiv Dinesh Gandhi	100
TOTAL	50000

AS ON 29.09.2011

Equity Shares Break Up	Percentage
Directors or relatives of Directors	100.00
TOTAL	100.00

BUSINESS DETAILS

Line of Business :	Manufacturers of Surgical / Medical Instruments and Apparatus.
Products :	Diagnostics Products Medical Devices

GENERAL INFORMATION

No. of Employees :

Not Available

Bankers :

• Central Bank of India, Tardeo Branch, Matru Mandir, 278, Jaojee Dadaji Road, Mumbai-400007, Maharashtra, India

Facilities :

Secured Loan	Rs. In Millions 31.03.2011	Rs. In Millions 31.03.2010
Central Bank of India (C.C. A/C)	10.461	13.523
Central Bank of India (BD A/C)	13.142	8.095
[Secured by way of hypothecation of inventories and book debts and guarantee by directors]
Central Bank of India (OD A/C) (Secured by way of hypothecation of FD)	3.520	3.326
Central Bank of India Car Loan (Secured by way of hypothecation of Motor Car)	0.404	0.599
Total	27.527	25.543
Unsecured Loan	Rs. In Millions 31.03.2011	Rs. In Millions 31.03.2010
From Directors	2.884	0.000
From Members	2.780	6.305
Total	5.664	6.305

Banking Relations :	--
Auditors :
Name :	Nilesh I Dharia Chartered Accountant
Address :	3-B, 1^st Floor, Ismail Building, 381, D. N. Road, Fort, Mumbai-400001, Maharashtra, India
Pan No.:	AAAPD6628D
Associates :	Hester Biosciences Limited Biolink Healthcare Limited Aura Medical Technologies

CAPITAL STRUCTURE

AS ON 31.03.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
100000	Equity Shares	Rs.10/- each	Rs. 1.000 Million

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
50000	Equity Shares	Rs.10/- each	Rs. 0.500 Million

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		0.500	0.500	0.500
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		29.227	23.082	16.672
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		29.727	23.582	17.172
LOAN FUNDS
1] Secured Loans		27.527	25.543	17.247
2] Unsecured Loans		5.664	6.305	5.052
TOTAL BORROWING		33.191	31.848	22.299
DEFERRED TAX LIABILITIES		0.041	0.080	0.076
TOTAL		62.959	55.510	39.547
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		1.466	1.647	1.079
Capital work-in-progress		0.000	0.000	0.000
INVESTMENT		0.060	0.060	0.060
DEFERREX TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	29.066	18.060	17.102
	Sundry Debtors	34.631	33.707	24.661
	Cash & Bank Balances	20.200	17.449	12.221
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	10.196	7.432	7.964
Total Current Assets		94.093	76.648	61.948
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	24.260	16.320	16.505
	Other Current Liabilities	0.000	0.000	0.000
	Provisions	8.400	6.525	7.035
Total Current Liabilities		32.660	22.845	23.540
Net Current Assets		61.433	53.803	38.408
MISCELLANEOUS EXPENSES		0.000	0.000	0.000
TOTAL		62.959	55.510	39.547

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		Income	172.260	136.721	106.850
		Other Income	12.933	1.263	2.082
		TOTAL (A)	185.193	137.984	108.932
Less	EXPENSES
		Purchase	175.848	90.856	78.409
		Administrative Expenses		35.408	25.739
		Increase / Decrease in Stock		(0.958)	(5.100)
		TOTAL (B)	175.848	125.306	99.048
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		[Including Financial	12.678	9.884
			Expenses ]
Less	FINANCIAL EXPENSES (D)			2.793	2.551
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		9.345	9.885	7.333
Less/ Add	DEPRECIATION/ AMORTISATION (F)		0.405	0.288	0.346
	PROFIT BEFORE TAX (E-F) (G)		8.940	9.597	6.987
Less	TAX (H)		2.795	3.187	2.534
	PROFIT AFTER TAX (G-H) (I)		6.145	6.410	4.453
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		NA	16.671	12.218
	BALANCE CARRIED TO THE B/S		NA	23.081	16.671
	IMPORTS		25.563	19.827	27.297
	Earnings Per Share (Rs.)		122.90	128.21	89.07

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	3.32	4.65	4.09
Net Profit Margin (PBT/Sales)	(%)	5.19	7.02	6.54
Return on Total Assets (PBT/Total Assets}	(%)	9.36	12.26	11.09
Return on Investment (ROI) (PBT/Networth)		0.30	0.41	0.41
Debt Equity Ratio (Total Liability/Networth)		2.22	2.32	2.67
Current Ratio (Current Asset/Current Liability)		2.88	3.36	2.63

LOCAL AGENCY FURTHER INFORMATION

OPERATIONAL REVIEW

The turnover achieved by the Company for the current year is Rs. 172.260 millions as compared to Rs. 136.721 millions for the previous year. Net Profit after Tax for the current year is Rs. 6.145 millions as compared to Rs. 6.410 millions in the previous year.

FORM 8

Corporate identity number of the company	U85195MH1998PTC115289
Name of the company	HESTER DIAGNOSTICS PRIVATE LIMITED
Address of the registered office or of the principal place of business in India of the company	66, Princess Street, Mumbai – 400002, Maharashtra, India
This form is for	Modification of charge
Charge identification number of the charge to be modified	90143864
Type of charge	Immovable property Book debts Movable property (not being pledge) Others
Particular of charge holder	Central Bank of India, Tardeo Branch, Matru Mandir, 278, Jaojee Dadaji Road, Mumbai-400007, Maharashtra, India
Nature of instrument creating charge	Supplementary Agreement Deeds of Hypothecation Deeds of Guarantee
Date of instrument Creating the charge	13.12.2011
Amount secured by the charge	Rs. 40.391 Millions
Brief of the principal terms an conditions and extent and operation of the charge	Rate of interest Cash Credit : Base Rate + 3.75% ODBD : Base Rate + 3.75% OD against TD : FD Rate + 1% Terms of repayment Repayable on Demand Margin Fund Based Facility: Cash Credit : 25% ODBD : 50% OD against TD : 10% Non Fund Based Facility: Bank Guarantee : 25% Extent and operation of the charge Enhancement in Credit Facility Limits: ODBD from Rs. 13.000 Millions to Rs. 17.000 Millions. Bank Guarantee from Rs. 6.100 Millions to Rs. 9.000 Millions. Hypothecation of Goods, Stocks, Spares, P and M, BD and Packing Materials. Collateral Security: Shares : Rs. 3.602 Millions. Deposits : Rs. 15.873 Millions. Surrender Value of LIC : Rs. 0.228 Million. EM of Flat 406 situated at Dheeraj Sneh SRA CHSL, Bandra (W). Directors Personal Guarantee. Corporate Guarantee : M/s. Hester Diagnostics Private Limited and M/s. Bio Link Healthcare Limited Other As per Supplementary Agreement, Deeds of Hypothecation and Deeds of Guarantee
Short particulars of the property charged (Including location of the property)	Stocks of Raw Materials including consumable, spares, stores and packing materials, etc; stock in process and finished goods, both present and future. All the present and future book debts, outstanding monies, receivables, claims, bills, rights, to or immovable properties and movable assets. Tangile, movable properties and assets of whatsoever nature including plants, machineries, tools and accessories, stores, spares relating to P and M, Furniture’s and Fixtures, Articles, Office Equipments Computer, Electrical Installations and things belonging to the borrower and lying and being at borrower's premises / factories / stores at various locations. Flat No. 406 situated at Dheeraj Sneh SRA CHSL, 30, Pali Road, Bandra (West), Mumbai - 400050 bearing CTS No. F/616 and 617 at village Pali, Bandra, Taluka : Andheri.
Whether any of the property or interest therein under reference is not registered in the name of the company.	Yes
If yes, in whose name it is registers	Flat No 406 Dheeraj Sneh SRA CHSL Bandra West in the name of Biolink Healthcare Limited and LIC Policy and Shares in name of Directors.
Date of instrument modifying the charge	05.10.2010
Particulars of the present modification	Enhancement of ODBD Limit up to Rs. 17.000 Millions and Bank Guarantee up to Rs. 9.000 Millions. Break Up of Credit Facilities post modification is as follows: Cash Credit : Rs. 10.900 Millions ODBD : Rs. 17.000 Millions OD against TD : Rs. 3.491 Millions Bank Guarantee : Rs. 9.000 Millions Total : Rs. 40.391 Millions

FIXED ASSETS

• Office Equipments
• Plant and Machineries
• Furniture and Fixtures
• Computers
• Vehicles

WEBSITE DETAILS

HISTORY

BOSTON SCIENTIFIC CORPORATION, USA, set up their Indian operations, BSC India, in mid-1997. They were amongst the first distributors appointed by them for the city of Mumbai in western India.

They started with their Microvasive Division for the GI Endoscopy and Endo-urology range of accessories. For the first year of operations, we did a sale of approx. Rs.5.5 million. For the financial year ending of 31 MARCH 2004 they have crossed Rs.17 million in sales for endoscopy accessories. They have a dedicated sales staff for this range, who are among the best in the region. There was constant interaction with all the Key Opinion Leaders (KOLs) and they share excellent relations with them. They were handling Dr. K.M. Mohandas of Tata Memorial Hospital, Mumbai, which is India’s premier cancer treatment hospital. High cost and re-usability are the major factors in this segment which has resulted in slower growth over the past two years.

During the year 1998-99 they were offered the distribution for the Target (Neuro Interventional Radiology) and Meadox (Vascular Surgery) Divisions. They were responsible for handling Dr. Uday Limaye at KEM Hospital, Mumbai, which is the single largest centre for neuro-intervention work in India. Starting with a turnover of Rs.5.6 million, they achieved a sale of Rs.12.5 million for the year 2003-04. This market segment is amongst the most rapid growing area, as more and more patients are opting for minimally invasive procedures as compared to open surgery.

They were then offered the distribution for their SCIMED (Interventional Cardiology) Division. Here too, they were responsible for increasing the sales from Rs.3.7 million to Rs.14 million for the year 2003-04. The premier account of Dr. AB Mehta at Jaslok Hospital and Medical Research Centre, Mumbai was handled by them. They were also involved in the promotion of TAXUS â, the paclitaxel drug eluting stent of BSC, which was successfully launched in India during March 2003.

They were always amongst the top two distributors for BSC in India. In fact, for two years in a row, in 2002 and 2003, they were awarded the GOLDSTOCKIST AWARD by them, for their excellent performance and contribution towards their business in India. These were the only two years when the awards were given out.

In February 2004, BSC India changed their business model for the Indian market and decided to go direct to all customers for all their divisions, in India. As a result of this decision, they have terminated all their distributors in India and from 1^st April 2004, they will be supplying direct to all hospitals / doctors / patients. They may loose out on the market share as distribution / logistics management has not been their forte. This would be an ideal time for competing companies to enter the field and take advantage of the situation.

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. 61.75
UK Pound	1	Rs. 99.56
Euro	1	Rs. 83.55

INFORMATION DETAILS

Report Prepared by :

NTH

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.