MIRA INFORM REPORT

Report Date :

11.12.2014

IDENTIFICATION DETAILS

Name :	ADCOCK INGRAM HEALTHCARE PRIVATE LIMITED
Registered Office :	No. 64, II Floor, 3rd Cross, Venkata Ramaiah Layout, Ramamurthy Nagar Main Road, Banaswadi, Bangalore – 560043, Karnataka
Country :	India
Financials (as on) :	31.03.2014
Date of Incorporation :	08.08.2011
Com. Reg. No.:	08-059911
Capital Investment / Paid-up Capital :	Rs.3047.564 Millions
CIN No.: [Company Identification No.]	U74999KA2011PTC059911
TIN No.:	Not Available
IEC No.:	Not Available
TAN No.: [Tax Deduction & Collection Account No.]	Not Available
PAN No.: [Permanent Account No.]	AAJCA7142F
Legal Form :	Private Limited Liability Company
Line of Business :	The Company is engaged in sale of pharmaceutical products and also engaged in providing transactional support services.
No. of Employees :	Information denied by management

RATING & COMMENTS

MIRA’s Rating :

B (32)

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

Maximum Credit Limit :	USD 13700000
Status :	Moderate
Payment Behaviour :	Slow but correct
Litigation :	Clear
Comments :	Subject is an established company having moderate track record. Rating reflects moderate financial risk profile due to loss incurred by the company from its operation. However, trade relations are fair. Business is active. Payment terms are slow but correct. The company can be considered for business dealings with some caution.

NOTES:

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

ECGC Country Risk Classification List – September 30, 2014

Country Name	Previous Rating (30.06.2014)	Current Rating (30.09.2014)
India	A1	A1

Risk Category	ECGC Classification
Insignificant	A1
Low	A2
Moderate	B1
High	B2
Very High	C1
Restricted	C2
Off-credit	D

EXTERNAL AGENCY RATING

NOT AVAILABLE

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 31-03-2014.

INFORMATION DENIED BY

Name :	Mr. Shini D’Souza
Designation :	Finance Head
Contact No.:	91-80-43000400
Date :	11.12.2014

LOCATIONS

Registered Office :	No. 64, II Floor, 3rd Cross, Venkata Ramaiah Layout, Ramamurthy Nagar Main Road, Banaswadi, Bangalore – 560043, Karnataka, India
Tel. No.:	91-80-43000400 / 43000419
Fax No.:	91-80-42024471
E-Mail :	Ramana.Rao@adcock.com

DIRECTORS

As on 17.09.2014

Name :

Mr. Ramachandra Hegde

Designation :

Director

Address :

House No.6, Mount Unique, Building 2, Altinho, Panaji - 403001, Goa, India

Date of Birth/Age :

23.08.1957

Date of Appointment :

16.08.2013

PAN No.:

AAIPH9976Q

DIN No.:

00036646

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	U24246GA1981PLC000465	CFL PHARMACEUTICALS LIMITED	Managing director	01/08/2011	22/01/2002	15/01/2013	Active	NO
2	U31200GA1997PTC002440	COSME BIO-TECH PRIVATE LIMITED	Additional director	05/02/2007	05/02/2007	14/08/2007	Active	NO
3	U74999KA2011PTC059911	Adcock Ingram Healthcare Private Limited	Director	16/08/2013	25/04/2013	-	Active	NO

Name :

Mr. Pravin Vaidyanathan Iyer

Designation :

Director

Address :

No. 4 EM-403, 2nd Block, HRBR Layout, Bangalore - 560043, Karnataka, India

Date of Birth/Age :

10.08.1967

Date of Appointment :

08.08.2011

PAN No.:

AADPI1517R

DIN No.:

00485814

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	U24230KA2004PTC050438	MEDREICH CEPHTECH PRIVATE LIMITED	Nominee director	20/07/2006	20/07/2006	-	Amalgamated	NO
2	U24232KA2007PLC042361	ADCOCK INGRAM LIMITED	Nominee director	03/04/2007	03/04/2007	10/02/2011	Active	NO
3	U24230KA2008PLC046164	GENOVO DEVELOPMENT SERVICES LIMITED	Nominee director	26/06/2008	23/04/2008	01/03/2011	Active	NO
4	U24230KA2008PLC062782	Medreich Life care Limited	Nominee director	13/06/2008	06/06/2008	29/03/2011	Active	NO
5	U24232KA1973PLC002383	Medreich Limited	Director	30/09/2010	30/03/2010	01/04/2011	Active	NO
6	U74999KA2011PTC059911	Adcock Ingram Healthcare Private Limited	Director	08/08/2011	08/08/2011	-	Active	NO

Name :

Mr. Mahendra Chibabhai

Designation :

Director

Address :

8228 Virgo Street, Extension 9, Lenasia, 1820, South Africa

Date of Birth/Age :

08.11.1955

Date of Appointment :

23.08.2012

DIN No.:

01440851

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	U24232KA2007PLC042361	ADCOCK INGRAM LIMITED	Nominee director	25/04/2007	25/04/2007	-	Active	NO
2	U74999KA2011PTC059911	Adcock Ingram Healthcare Private Limited	Director	23/08/2012	10/02/2012	-	Active	NO

Name :

Mr. Andrew Gideon Hall

Designation :

Director

Address :

1, Lovat Road, Hurlingham, 2196, South Africa

Date of Birth/Age :

17.07.1962

Date of Appointment :

16.08.2013

DIN No.:

02930928

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	U24232KA2007PLC042361	ADCOCK INGRAM LIMITED	Director	18/09/2008	01/11/2007	06/05/2010	Active	NO
2	U74999KA2011PTC059911	Adcock Ingram Healthcare Private Limited	Director	16/08/2013	23/01/2013	-	Active	NO

Name :

Mr. Tarun Kumar

Designation :

Director

Address :

FT 103, FR 1, Yucca Sec R12, Yucca Nahar, Amrit Shakti, Chandivali Farm Road, Andheri (East), Mumbai - 400072, Maharashtra, India

Date of Birth/Age :

11.02.1970

Date of Appointment :

16.08.2013

PAN No.:

ADVPK8893R

DIN No.:

06568684

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	U74999KA2011PTC059911	Adcock Ingram Healthcare Private Limited	Director	16/08/2013	25/04/2013	-	Active	NO

Name :

Mr. Kevin Burman Wakeford

Designation :

Director

Address :

22, Tugela Road, River Club Ext.1, Gauteng, 2149, South Africa

Date of Birth/Age :

14.10.1960

Date of Appointment :

17.09.2014

DIN No.:

06863686

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	U74999KA2011PTC059911	Adcock Ingram Healthcare Private Limited	Director	17/09/2014	08/05/2014	-	Active	NO

KEY EXECUTIVES

Name :	Mr. Prabhu Ram N
Designation :	Secretary
Address :	20.A, 1st Floor, 1st Cross, Lakshmamma Layout, Banaswadi, Bangalore - 560043, Karnataka, India
Date of Birth/Age :	14.06.1983
Date of Appointment :	09.05.2014
PAN No.:	ARXPP7741B
Name :	Mr. Shini D’Souza
Designation :	Finance Head

MAJOR SHAREHOLDERS

As on 17.09.2014

Names of Shareholders	No. of Shares	% of Holding
Adcock Ingram International Pty Limited, South Africa	304326448	99.86
Adcock Ingram Healthcare Pty Limited, South Africa	430000	0.14
Total	304756448	100.00

Equity Share Break up (Percentage of Total Equity)

As on 17.09.2014

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 :	The Company is engaged in sale of pharmaceutical products and also engaged in providing transactional support services.
Products :	Pharmaceutical Products
Brand Names :	--
Agencies Held :	--
Exports :	Not Divulged
Imports :	Not Divulged
Terms :
Selling :	Not Divulged
Purchasing :	Not Divulged

PRODUCTION STATUS – NOT APPLICABLE

GENERAL INFORMATION

Suppliers :	Not Divulged
Customers :	Not Divulged
No. of Employees :	Information denied by management
Bankers :	Not Divulged
Facilities :	--

Banking Relations :	--
Auditors :
Name :	S.R. Batliboi and Associates LLP Chartered Accountants
Address :	12th and 13th Floor, "UB City" Canberra Block, No. 24, Vittal Mallya Road, Bengaluru - 560001, Karnataka, India
PAN No.:	AABFS3421N
Memberships :	--
Collaborators :	--
Holding Company :	Adcock Ingram International (Pty) Limited, South Africa
Fellow Subsidiary Company :	Adcock Ingram Healthcare (Pty) Limited, South Africa
Enterprises which are owned, or have significant influence of or are partners with Key management personnel and their relatives :	Adcock Ingram Limited CIN No.: U24232KA2007PLC042361

CAPITAL STRUCTURE

As on 17.09.2014

Authorised Capital :

No. of Shares	Type	Value	Amount
305000000	Equity Shares	Rs.10/- each	Rs.3050.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
304756448	Equity Shares	Rs.10/- each	Rs.3047.564 Millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.03.2014	31.03.2013	31.03.2012
I. EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	3,047.564	3,047.564	42.100
(b) Reserves & Surplus	1,747.345	2,376.873	-0.424
(c) Money received against share warrants	0.000	0.000	0.000
(2) Share Application money pending allotment	0.000	0.000	0.000
Total Shareholders’ Funds (1) + (2)	4,794.909	5,424.437	41.676
(3) Non-Current Liabilities
(a) long-term borrowings	0.000	0.000	0.000
(b) Deferred tax liabilities (Net)	0.000	0.000	0.000
(c) Other long term liabilities	0.000	0.000	0.000
(d) long-term provisions	2.803	0.389	0.250
Total Non-current Liabilities (3)	2.803	0.389	0.250
(4) Current Liabilities
(a) Short term borrowings	0.000	0.000	0.000
(b) Trade payables	166.399	127.511	0.730
(c) Other current liabilities	398.060	529.688	4.718
(d) Short-term provisions	42.698	7.101	0.420
Total Current Liabilities (4)	607.157	664.300	5.868
TOTAL	5,404.869	6,089.126	47.794
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	79.366	47.510	25.219
(ii) Intangible Assets	3,992.291	4,701.617	1.651
(iii) Capital work-in-progress	9.890	7.910	0.000
(iv) Intangible assets under development	0.000	0.000	0.000
(b) Non-current Investments	258.394	252.067	0.000
(c) Deferred tax assets (net)	0.000	0.000	0.000
(d) Long-term Loan and Advances	349.880	35.025	3.466
(e) Other Non-current assets	0.000	0.000	0.000
Total Non-Current Assets	4,689.821	5,044.129	30.336
(2) Current assets
(a) Current investments	0.000	0.000	0.000
(b) Inventories	221.029	52.722	0.000
(c) Trade receivables	95.153	101.147	12.217
(d) Cash and cash equivalents	346.004	868.533	2.269
(e) Short-term loans and advances	26.282	16.480	0.086
(f) Other current assets	26.580	6.115	2.886
Total Current Assets	715.048	1,044.997	17.458
TOTAL	5,404.869	6,089.126	47.794

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2014	31.03.2013	31.03.2012
	SALES
		Income			16.140
		Other Income			0.000
		TOTAL	1,452.701	271.805	16.140
Less	EXPENSES
		Employee Benefits Expenses			8.231
		Other Expenses			7.060
		TOTAL	1,352.048	216.648	15.291
			(including Finance Expenses)	(including Finance Expenses)
	PROFIT/(LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION				0.849
Less	FINANCIAL EXPENSES				0.007
	PROFIT/(LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION		100.653	55.157	0.842
Less	DEPRECIATION/ AMORTISATION		730.181	149.888	1.266
	PROFIT/(LOSS) BEFORE TAX		(629.528)	(94.731)	(0.424)
Less	TAX		0.000	0.000	0.000
	PROFIT/(LOSS) AFTER TAX		(629.528)	(94.731)	(0.424)
	EARNINGS IN FOREIGN CURRENCY		65.686	NA	NA
	Earnings / (Loss) Per Share (Rs.)		(2.07)	NA	(0.20)

KEY RATIOS

PARTICULARS		31.03.2014	31.03.2013	31.03.2012
Net Profit Margin (PAT/Sales)	(%)	NA	NA	(2.63)
Operating Profit Margin (PBIDT/Sales)	(%)	NA	NA	5.26
Return on Total Assets (PBT/Total Assets}	(%)	(12.26)	(1.63)	(0.89)
Return on Investment (ROI) (PBT/Networth)		(0.13)	(0.02)	(0.01)
Debt Equity Ratio (Total Debt /Networth)		0.00	0.00	0.00
Current Ratio (Current Asset/Current Liability)		1.18	1.57	2.98

FINANCIAL ANALYSIS

[all figures are in Rupees Millions]

DEBT EQUITY RATIO

Particular	31.03.2012	31.03.2013	31.03.2014
	Rs. In Millions	Rs. In Millions	Rs. In Millions
Share Capital	42.100	3047.564	3047.564
Reserves & Surplus	(0.424)	2376.873	1747.345
Share Application money pending allotment	0.000	0.000	0.000
Net worth	41.676	5424.437	4794.909
Long Term borrowings	0.000	0.000	0.000
Short Term borrowings	0.000	0.000	0.000
Total borrowings	0.000	0.000	0.000
Debt/Equity ratio	0.000	0.000	0.000

YEAR-ON-YEAR GROWTH

Year on Year Growth	31.03.2012	31.03.2013	31.03.2014
	Rs. In Millions	Rs. In Millions	Rs. In Millions
Total Income	16.140	271.805	1,452.701
		1,584.046	434.464

NET PROFIT MARGIN

Net Profit Margin	31.03.2012	31.03.2013	31.03.2014
	Rs. In Millions	Rs. In Millions	Rs. In Millions
Total Income	16.140	271.805	1,452.701
Profit	(0.424)	(94.731)	(629.528)
	(2.63%)	(34.85%)	(43.34%)

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	Yes
10]	Designation of contact person	Yes
11]	Turnover of firm for last three years	Yes
12]	Profitability for last three years	Yes
13]	Reasons for variation <> 20%	-----------
14]	Estimation for coming financial year	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	Yes
33]	Voter ID No of Proprietor/Partner/Director, if available	No
34]	External Agency Rating, if available	No

GENERAL INFORMATION

The Company was incorporated in Bangalore, India on August 8, 2011, as a private limited company under the Companies Act, 1956 (the Act). The Company is a subsidiary of Adcock Ingram International (Pty) Limited, South Africa. The Company is engaged in sale of pharmaceutical products. The Company is also engaged in providing transactional support services to the Adcock group of companies.

REVIEW OF OPERATIONS:

This is the first full year of sales operations of the Company after the acquisition of assets from Cosme in January 2013. The Company has reported loss in this financial year; the financial performance is not optimal and does not reflect the potential. Your Directors are optimistic about the improved future performance of the Company. The Transactional support service, which supports the DMD operations of the South African and other markets continue to do well.

During the year, the Company recorded total income of Rs.1452.701 Millions compared to Rs.0.272 Million during the previous year 2012-13, the Profit before Depreciation and Tax is Rs.100.654 Millions (previous year - Rs.55.158 Millions) and Net loss after depreciation and taxation is Rs.629.528 Millions (previous year - Rs.94.731 Millions).

NO CHARGES EXIST FOR COMPANY 

FIXED ASSETS:

· Land

· Building

· Plant and Machinery

· Computer

· Vehicles

· Furniture and Fixture

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.61.92
UK Pound	1	Rs.96.37
Euro	1	Rs.76.10

INFORMATION DETAILS

Information Gathered by :	PRT
Analysis Done by :	SUM
Report Prepared by :	VNT

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	2
PAID-UP CAPITAL	1~10	3
OPERATING SCALE	1~10	4
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	4
--PROFITABILITY	1~10	3
--LIQUIDITY	1~10	4
--LEVERAGE	1~10	4
--RESERVES	1~10	4
--CREDIT LINES	1~10	4
--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
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		32

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.