MIRA INFORM REPORT

Report Date :

11.01.2014

IDENTIFICATION DETAILS

Name :	MERCK LIMITED
Registered Office :	Shiv Sagar Estate 'A', Dr. Annie Besant Road, Worli, Mumbai-400018, Maharashtra
Country :	India
Financials (as on) :	31.12.2012
Date of Incorporation :	26.04.1967
Com. Reg. No.:	11-013726
Capital Investment / Paid-up Capital :	Rs. 166.000 Millions
CIN No.: [Company Identification No.]	L99999MH1967PLC013726
TAN No.: [Tax Deduction & Collection Account No.]	MUME03379F
PAN No.: [Permanent Account No.]	AAACE2616F
Legal Form :	A Public Limited Liability Company. The Company’s Shares are Listed on the Stock Exchanges.
Line of Business :	Manufacturer and marketing of pharmaceuticals, bulk drugs, fine chemicals and pigments.
No. of Employees :	1277 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

A (67)

RATING		STATUS	PROPOSED CREDIT LINE
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

Maximum Credit Limit :	USD 19000000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Exist
Comments :	Subject is a well-established company having fine track record. Financial position of the company appears to be strong and healthy. Trade relations are reported to be fair. Business is active. Payments terms are reported to be regular and as per commitment. The company can be considered normal for business dealing 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.

INDIAN ECONOMIC OVERVIEW

India’s current account deficit narrowed in the quarter ended September as government measures to curb imports, especially gold, kicked in.  The current account deficit, the excess of a country’s imports of goods and services over exports, narrowed to $ 5.2 billion from $ 21 billion in the year ago period, according to provisional Reserve Bank of India data. Finance Minister P. Chidambaram said the CAD for the year will be less than $ 60 billion or 3 per cent of GDP and the latest data suggests the government may achieve the target.

India was ranked 94^th among the world’s most corrupt nations list. Denmark and New Zealand topped as the cleanest while Somalia emerged as the most corrupt.

India’s services sector activity witnessed a moderate improvement in November over the previous month, even while indicating the fifth successive monthly contraction, according the HSBC survey.

$53 million estimated losses suffered by India due to phishing attacks during the third quarter, according to a study by RSA. India ranks fourth in the list of nations hit by phishing attacks. The US remained at the top of the charts. Phishing is the process of acquiring information such as user names, passwords and credit card details by sending e-mails disguised as official mails.

Rs.4080 million worth of mobile-phone-based transactions by July 2013 compared to Rs.260 million in September, 2012, according to Deloitte report. The number of transactions has shot up from 94000 to 701000.

India aims to earn Rs.400000 million from the bandwidth auction set for January. The merger and acquisition guidelines, cleared by a group of ministers, will be out before the auction begins so that players can make informed decisions on the auctions.

EXTERNAL AGENCY RATING

Rating Agency Name	ICRA
Rating	Fund Based Limited = AA
Rating Explanation	High credit quality and low credit risk.
Date	January, 2013

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 (91-22-66609000)

LOCATIONS

Registered Office :	Shiv Sagar Estate 'A', Dr. Annie Besant Road, Worli, Mumbai-400018, Maharashtra, India
Tel. No.:	91-22-24964855 / 24964856 / 56609000
Fax No.:	91-22-24950307/ 24950354 / 24954590 / 0354 / 0307 / 24936046
E-Mail :	vikas.r.gupta@merckgroip.com maria.mendes@merck.co.in hu.shenoy@merck.co.in
Website :	http://www.merck.co.in
Factory 1 :	Plot No. 11/1, Usgaon, Ponda-403407, Goa, India
Factory 2 :	Plot Nos. 1 and 1A, MIDC Estate, Taloja, Panvel, District Raigad – 410208 Maharashtra

DIRECTORS

As on 31.12.2012

Name :	Mr. S. N. Talwar
Designation :	Chairman
Name :	Dr. C. Boedecker
Designation :	Managing Director (from 01.08.2012)
Date of Birth/Age :	23.02.1954
Qualification :	He holds a Diploma in Chemistry and Doctorate in Natural Sciences (PhD) from the Ruhr University of Bochum, Germany
Experience :	He is doctorate from Ruhr University in Bochum, Germany in analytical chemistry. Since 1985 Dr. Boedecker is associated with Merck group andhas been working at various senior positions in the group. Immediately prior to joining the Company Dr. Boedecker was working as President and Managing Director, Merck Limited Taiwan and Merck Display Technologies Limited Taiwan
Date of Appointment :	01.08.2012
Name :	Mr. H. C. H. Bhabha
Designation :	Director
Name :	Mr. E. A. Kshirsagar
Designation :	Director
Date of Birth/Age :	10.09.1941
Qualification :	B.Sc., FCA (England and Wales), FCA (India)
Experience :	Corporate Strategy, Valuation, Disinvestment, Mergers and Acquisitions, Govt. Legislation impact on Business
Date of Appointment :	13.12.2007
Name :	Mr. K. Shivkumar
Designation :	Executive Director
Name :	Mr. R. L. Shenoy
Designation :	Director
Qualification :	B. Tech
Previous Employment :	Project Manager- Jainex Limited
Name :	Mr. P. H. Pimplikar
Designation :	Director
Date of Birth/Age :	02.10.1959
Qualification :	M. Pharm, PGD in Production Management
Experience :	Production Management
Date of Appointment :	01.04.2010
Name :	Dr. Peter-Ulrich Mannheimer
Designation :	Director (from 01.10.2012)
Date of Birth/Age :	23.04.1962
Qualification :	Business Administration with Technical Engineering at Technical University Darmstadt Degree Dipl. Wirtschaftsingenieur
Experience :	Company Management, administration and corporate strategy and planning
Date of Appointment :	01.10.2012
Name :	Mr. T. Kneen
Designation :	Director

KEY EXECUTIVES

Name :	Mr. Vikas R. Gupta
Designation :	Company Secretary (from 01.06.2012)
Name :	Mr. H. U. Shenoy
Designation :	Company Secretary (up-to 11.05.2012)

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 31.12.2013

Category of Shareholder	No. of Shares	% of No. of Shares
(A) Shareholding of Promoter and Promoter Group
(1) Indian
(2) Foreign
Bodies Corporate	8599224	51.80
Sub Total	8599224	51.80
Total shareholding of Promoter and Promoter Group (A)	8599224	51.80
(B) Public Shareholding
(1) Institutions
Mutual Funds / UTI	1331146	8.02
Financial Institutions / Banks	8773	0.05
Insurance Companies	1604640	9.67
Foreign Institutional Investors	415460	2.50
Sub Total	3360019	20.24
(2) Non-Institutions
Bodies Corporate	629201	3.79
Individuals
Individual shareholders holding nominal share capital up to Rs. 0.100 Million	3267691	19.69
Individual shareholders holding nominal share capital in excess of Rs. 0.100 Million	614185	3.70
Any Others (Specify)	129062	0.78
Non Resident Indians	128906	0.78
Trusts	75	0.00
Foreign Nationals / OCB	81	0.00
Sub Total	4640139	27.95
Total Public shareholding (B)	8000158	48.20
Total (A)+(B)	16599382	100.00
(C) Shares held by Custodians and against which Depository Receipts have been issued	0	0.00
(1) Promoter and Promoter Group	0	0.00
(2) Public	0	0.00
Sub Total	0	0.00
Total (A)+(B)+(C)	16599382	0.00

Shareholding belonging to the category "Promoter and Promoter Group"

Sl.No.	Name of the Shareholder	Details of Shares held		Total shares (including underlying shares assuming full conversion of warrants and convertible securities) as a % of diluted share capital
		No. of Shares held	As a % of grand total (A)+(B)+(C)
1	Emedia Export MBH	35,34,559	21.29	21.29
2	Merck Internationale Beteiligunen GMBH	30,91,224	18.62	18.62
3	Chemitra GMBH	19,73,441	11.89	11.89
	Total	85,99,224	51.80	51.80

Shareholding belonging to the category "Public" and holding more than 1% of the Total No. of Shares

Sl. No.	Name of the Shareholder	No. of Shares held	Shares as % of Total No. of Shares	Total shares (including underlying shares assuming full conversion of warrants and convertible securities) as a % of diluted share capital
1	Life Insurance Corporation of India	1162049	7.00	7.00
2	SBI Contra Fund	1160862	6.99	6.99
3	New India Assurance Company Limited	232136	1.40	1.40
4	General Insurance Corporation of India	200000	1.20	1.20
5	American Funds Insurance Series Global	178522	1.08	1.08
	Total	2933569	17.67	17.67

Shareholding belonging to the category "Public" and holding more than 5% of the Total No. of Shares

Sl. No.	Name(s) of the shareholder(s) and the Persons Acting in Concert (PAC) with them	No. of Shares	Shares as % of Total No. of Shares	Total shares (including underlying shares assuming full conversion of warrants and convertible securities) as a % of diluted share capital
1	Life Insurance Corporation of India	1162049	7.00	7.00
2	SBI Contra Fund	1160862	6.99	6.99
	Total	2322911	13.99	13.99

BUSINESS DETAILS

Line of Business :

Manufacturer and marketing of pharmaceuticals, bulk drugs, fine chemicals and pigments.

Products :

Item Code No. (ITC Code)	300450 90
Product Description	Vitamin B-Complex
Item Code No. (ITC Code)	300450 90
Product Description	Vitamin B1+B2+B3+B5+B6+B12
Item Code No. (ITC Code)	300450 37
Product Description	Vitamin E

PRODUCTION STATUS (AS ON 31.12.2011)

Particulars	Unit	Installed Capacity	Actual Production
Bulk Drugs	Tones	597.0	549.100
Reagents / Chemicals	Tones	--	17.800 $
Injections / Nasal Drops	Kilo-Ltre	450.0	584.2 $
Syrups / Powders / Ointments	Tones	--	4597.3 $
Tablets / Capsules	No. millions	400.0	2115.3 $

@ As certified by the management, on which auditors have placed reliance, being a technical matter.

$ Includes quantities manufactured by others on loan licences.

NOTES:

(a) Production under “Bulk Drugs” includes items manufactured for captive consumption.

(b) Production includes promotional samples.

(c) “Reagents” is inclusive of repacked items.

(d) Opening and Closing Stocks and Turnover of Vitamins under “Bulk Drugs” include Vitamin derivatives.

(e) Under the liberalised policy of the Government vide Notification No. S-O-477 (E) dated 25 July 1991 and as amended vide Press Release Note No. 4 of 1994 series dated 25 October 1994, Bulk Drugs and Formulations included in above are exempted from licensing procedures under the Industries (Development and Regulation) Act, 1951.

(f) Installed capacities are on an annual basis as at year end.

(g) Quantities of closing stock of goods mentioned above are after adjustments of excess/shortage upon physical stock counts, free samples, giveaways under the Company’s bonus schemes and write offs.

GENERAL INFORMATION

No. of Employees :	1277 (Approximately)
Bankers :	· Canara Bank · Deutsche Bank AG · ICICI Bank Limited · HDFC Bank Limited

Banking Relations :	---
Auditors :
Name :	BSR and Company Chartered Accountants
Associates :	· Chemitra GmbH, Germany · Emedia Export Company mbh, Germany · Merck Internationale Beteiligungen GmbH, Germany
Fellow Subsidiaries:	· EMD Millipore Corporation, USA (Formerly known as EMD Chemicals Inc., USA) · EMD Serono Inc., USA · Merck and Cie., Switzerland · Merck (Private) Limited, Pakistan · Merck Consumer Health Care Holding GmbH, Germany · Merck Inc., Philippines · Merck KGaA and Co. Werk Spittal, Austria · Merck Limited, Japan · Merck Limited, South Korea · Merck Limited, Taiwan · Merck Limited, Thailand · Merck Patent GmbH, Germany · Merck Pharmaceutical (HK) Limited, Hong Kong · Merck Pte Limited, Singapore · Merck S.A., France · Merck Sdn Bhd, Malaysia · Merck Serono Co., Limited, Japan · Merck Serono S.A., Switzerland · Merck Specialities, Private Limited, India · Merck Vietnam Company, Vietnam · Millipore India Private Limited, India · Millipore S.A.S., France · P.T. Merck Indonesia, Indonesia · Seven Seas Limited, United Kingdom · Suzhou Taizhu Technology Development Co., China

CAPITAL STRUCTURE

As on 31.12.2012

Authorised Capital :

No. of Shares	Type	Value	Amount
18000000	Equity Shares	Rs.10/- each	Rs.180.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
16599382	Equity Shares	Rs.10/- each	Rs.166.000 Millions

Reconciliation of number of shares outstanding:

Particular	Number	Rs. In Millions
Equity shares at the beginning and at the end of the year	16,599,382	166.00

Rights, preferences and restrictions attached to equity shares

The Company has a single class of equity shares. Accordingly, all equity shares rank equally with regard to dividends and share in the Company’s residual assets. The equity shares are entitled to receive dividend as declared from time to time. The voting rights of an equity shareholder on a poll (not on show of hands) are in proportion to its share of the paid-up equity capital of the Company. Voting rights cannot be exercised in respect of shares on which any call or other sums presently payable have not been paid.

Failure to pay any amount called up on shares may lead to forfeiture of the shares.

On winding up of the Company, the holders of equity shares will be entitled to receive the residual assets of the Company, remaining after distribution of all preferential amounts in proportion to the number of equity shares held.

Shares held by subsidiaries of ultimate holding company

Particular	Number	Rs. In Millions
Emedia Export Company mbh, Germany	3,534,559	35.4
Merck Internationale Beteiligungen GmbH, Germany	3,091,224	30.9
Chemitra GmbH, Germany	1,973,441	19.7

Details of shareholders holding more than 5% of shares

Particular	Number	% to total shares in the class
Equity shares of Rs. 10 each fully paid up held by -
Emedia Export Company mbh, Germany	3,534,559	21.3%
Merck Internationale Beteiligungen GmbH, Germany	3,091,224	18.6%
Chemitra GmbH, Germany	1,973,441	11.9%
Life Insurance Corporation of India	1,202,938	7.3%
SBIMF Magnum Sector Fund	1,160,862	7.0%

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.12.2012	31.12.2011
I. EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	166.000	166.000
(b) Reserves & Surplus	4670.600	3934.800
(c) Money received against share warrants	0.000	0.000
(2) Share Application money pending allotment	0.000	0.000
Total Shareholders’ Funds (1) + (2)	4836.600	4100.800
(3) Non-Current Liabilities
(a) long-term borrowings	0.000	0.000
(b) Deferred tax liabilities (Net)	7.200	8.400
(c) Other long term liabilities	0.000	0.000
(d) long-term provisions	128.200	122.200
Total Non-current Liabilities (3)	135.400	130.600
(4) Current Liabilities
(a) Short term borrowings	0.000	0.000
(b) Trade payables	408.600	290.700
(c) Other current liabilities	371.200	356.900
(d) Short-term provisions	190.900	117.200
Total Current Liabilities (4)	970.700	764.800
TOTAL	5942.700	4996.200
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	750.200	712.600
(ii) Intangible Assets	1.300	2.400
(iii) Capital work-in-progress	17.500	4.300
(iv) Intangible assets under development	0.000	0.000
(b) Non-current Investments	0.000	0.000
(c) Deferred tax assets (net)	0.000	0.000
(d) Long-term Loan and Advances	588.800	483.300
(e) Other Non-current assets	0.000	0.000
Total Non-Current Assets	1357.800	1202.600
(2) Current assets
(a) Current investments	236.400	227.400
(b) Inventories	1309.600	1130.900
(c) Trade receivables	644.200	621.800
(d) Cash and cash equivalents	1929.800	1132.800
(e) Short-term loans and advances	398.500	646.500
(f) Other current assets	66.400	34.200
Total Current Assets	4584.900	3793.600
TOTAL	5942.700	4996.200

SOURCES OF FUNDS		31.12.2010
SHAREHOLDERS FUNDS
1] Share Capital		166.000
2] Share Application Money		0.000
3] Reserves & Surplus		3298.200
4] (Accumulated Losses)		0.000
NETWORTH		3464.200
LOAN FUNDS
1] Secured Loans		0.000
2] Unsecured Loans		0.000
TOTAL BORROWING		0.000
DEFERRED TAX LIABILITIES		0.000
TOTAL		3464.200
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		492.700
Capital work-in-progress		19.700
INVESTMENT		201.800
DEFERREX TAX ASSETS		34.600
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	611.200
	Sundry Debtors	560.800
	Cash & Bank Balances	1427.700
	Other Current Assets	0.000
	Loans & Advances	951.300
Total Current Assets		3551.000
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	542.500
	Other Current Liabilities	67.300
	Provisions	225.800
Total Current Liabilities		835.600
Net Current Assets		2715.400
MISCELLANEOUS EXPENSES		0.000
TOTAL		3464.200

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.12.2012	31.12.2011	31.12.2010
	SALES
		Income	6872.800	5895.700	5090.800
		Other Income	202.000	168.800	433.700
		TOTAL (A)	7074.800	6064.500	5524.500
Less	EXPENSES
		Cost of materials consumed	1794.400	1695.400
		Purchases of stock-in-trade	1160.900	1131.900
		Changes in inventories of finished goods, work-in-progress and stock-in-trade	34.900	(399.500)	4495.700
		Employee benefits	853.000	811.000
		Impairment loss (reversal)	0.000	(142.800)
		Other expenses	1974.700	1933.100
		TOTAL (B)	5817.900	5029.100	4495.700
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		1256.900	1035.400	1028.800
Less	FINANCIAL EXPENSES (D)		0.000	0.000	0.700
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		1256.900	1035.400	1028.100
Less/ Add	DEPRECIATION/ AMORTISATION (F)		89.000	79.500	71.000
	PROFIT BEFORE TAX (E-F) (G)		1167.900	955.900	957.100
Less	TAX (H)		383.900	319.100	(325.300)
	PROFIT AFTER TAX (G-H) (I)		784.000	636.800	631.800
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		673.100	36.300	1306.500
Less	APPROPRIATIONS
		Transfer to General Reserve	78.400	0.000	63.200
		Dividend	41.500	0.000	1576.900
		Tax on Dividend	6.700	0.000	261.900
	BALANCE CARRIED TO THE B/S		1330.500	673.100	36.300
	EARNINGS IN FOREIGN CURRENCY
		Export of Goods on F. O. B Basis	729.800	538.900	468.800
		Indenting commission	0.600	1.500	1.200
		Others (Recoveries of SAP expenses, freight, insurance, etc.)	71.400	31.100	41.900
	TOTAL EARNINGS		801.800	571.500	511.900
	IMPORTS
		Raw Materials	708.200	640.400	427.700
		Components, Stores and Spares Parts	0.600	1.100	2.400
		Capital Goods	30.200	31.800	22.400
		Finished Goods	800.700	757.200	460.500
	TOTAL IMPORTS		1539.700	1430.500	913.000
	Earnings Per Share (Rs.)		47.20	38.40	38.00

KEY RATIOS

PARTICULARS		31.12.2012	31.12.2011	31.12.2010
PAT / Total Income	(%)	11.08	10.50	11.44
Net Profit Margin (PBT/Sales)	(%)	16.99	15.76	18.80
Return on Total Assets (PBT/Total Assets}	(%)	19.71	19.15	23.47
Return on Investment (ROI) (PBT/Networth)		0.24	0.23	0.28
Debt Equity Ratio (Total Debt /Networth)		0.00	0.00	0.00
Current Ratio (Current Asset/Current Liability)		4.72	4.96	4.25

LOCAL AGENCY FURTHER INFORMATION

CURRENT MATURITIES OF LONG-TERM DEBT: NOT AVAILABLE

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	Yes
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	Yes

LITIGATION DETAILS
Bench:- Bombay
Lodging No. :	ITXAL/2117/2013	Failing Date:-	21/12/2013
Petitioner:-	THE COMMISSIONER OF INCOME TAX		Respondent:-	MERCK LIMITED
Petn.Adv:-	Suresh Kumar (I2100)
District:-	MUMBAI
Bench:-	DIVISION		Category:-	TAX APPEALS
Status:-	Pre - Admitted		Stage:-
Last Date:-	06/01/2014
Last Coram:-	REGISTRAR(OS) / PROTHONOTARY AND SR. MASTER
Act. :	Income Tax Act,1961			Under Section 260A

COMPANY OVERVIEW

Subject is a public company domiciled in India. It is incorporated under the Companies Act, 1956 and its shares are listed on the National Stock Exchange (NSE) and Bombay Stock Exchange (BSE). The Company is primarily engaged in manufacturing and marketing of pharmaceuticals, bulk drugs, fine chemicals and pigments. The Company is organized in two major divisions – Pharmaceuticals and Chemicals.

OPERATIONS:

The operational working of the Company in detail is discussed in the Management Discussion and Analysis Report forming part of this Report. During the financial year ending December 31, 2012 the Company achieved turnover of Rs. 6580.700 millions as against turnover of Rs 5575.700 millions achieved during the previous year, registering a growth of 18%. During the year, the Pharmaceuticals segment showed an increase in turnover of 14.4% and the Chemicals segment registered an increase of 26.3% as compared to the respective segment turnover in the preceding financial year.

The Profit after Tax for the year was Rs. 784.000 millions as against Rs. 636.800 millions in 2011, showing an increase of 23%.

The export turnover of the Company during the year 2012 was Rs. 729.800 millions as against Rs. 538.900 millions achieved in the preceding year.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As against the earlier estimate of 7%, the Indian economy is expected to scale down to 6%, the slowest in the last decade. Fiscal deficit is targeted to be at 5% of GDP, a consequence of reduction in fuel subsidies. The asset quality of banks and inflation remain a cause of concern. All this is in the backdrop of weak Rupee, waiting for softening of interest rates and investment grading risk. With continued policy reforms and measures, along with constructive global economic indicators, the Indian economic growth rates could see a revival.

The following table exhibits, in summary, the financial performance of the Company for year 2012.

Key Indicators	31.12.2012	31.12.2011
Turnover (Rs. millions)	6580.700	5,575.700
Profit After Tax (Rs. millions)	784.000	636.800
Profit After Tax to Turnover (%)	11.900	11.400
Sales to Fixed Assets employed (ratio)	8.600	7.700
Current Assets (ratio)	4.700	4.600
Return on capital employed (%)	16.200	15.500
Book value of shares (Rs.)	291.000	247.000

The profit after tax for year 2012 increased by 23% over previous year, as against 17% rise in total revenue. This positive profit growth was due to successful containment of other operating costs, despite the pressures of higher inputs costs and exchange fluctuation.

As you are aware, the Company in year 2011 had reversed the impairment loss relating to the Oxynex assets at Goa, since being successful in putting the plant to alternate use and generating cash flow. Accordingly, the profit excluding impairment, as per cent to revenue from operations, improved in year 2012 vis-a-vis year 2011, by 3% points.

The Company’s revenue across two main segments, namely Pharmaceuticals and Chemicals, is split in the ratio of 66: 34. Various Regulatory controls and pricing legislations continue to challenge both the segments. The adverse foreign exchange fluctuation, higher input cost of materials and inflation continue to exert pressure on the margins of the Company.

The analysis of the two segments is briefly stated below.

Pharmaceuticals Segment:

The Pharmaceuticals Segment has two Business Divisions, namely Merck Serono and Consumer Health Care. The performances for the two Business Divisions are highlighted below.

Merck Serono:

Merck Serono division accounted for 60% of the Total Company’s turnover, registering a growth of 15% over year 2011. The time tested brands of Neurobion, Polybion, Evion, Livogen and Concor continued their contribution to the sales growth of the Merck Serono Division, each recording double digit, above market growth vis-a-vis 2011.

Concor continues to attain double digit growth (27% in year 2012), through therapeutic thrust and focus, consequent to set up of a dedicated sales and marketing team in year 2009. Concor has scaled up from 14th position to be the 6th position in the Beta-blocker therapeutic segment.

Carbophage, a Metformin from the house of the original discovery of Merck Group, continued the double digit growth (61% in year 2012) and is now the 10th position in the Anti Diabetic therapeutic segment.

In the haematinic therapeutic segment, Livogen has registered 21% growth over year 2011, and continues to retain the Number 1 prescribed rank in India (Source: CMARK ’12). The setting up of the Women’s Health business field in year 2012, had enabled further focus on the iron supplement market, which rejuvenated the brand performance, particularly with gynaecologists.

Merck Serono division continues to emphasise the spread of field force across the country, optimizing structure for efficient coverage in the major metros and through improved penetration in rural areas. The division aims to continue their penetration into the rural areas with the core legacy brands of Neurobion, Polybion and Evion and to manage life cycle management with new product launches. The division will continue to focus on more specialist areas such as Cardio-Diabetic and Women’s Health, while driving efficient growth in General Medicines.

Consumer Health Care Division:

Consumer Health Care division accounted for 8% of the Total Company’s turnover, registering a growth of 12% over year 2011.

The Consumer Health Care division channels its sales focus via the global health themes – (a) Cough and Cold, (b) Every Day Health Protection, (c) Women’s and Children’s Health (d) Mobility.

Consumer Health Care division is amongst Top 5 consumer marketing companies in its covered markets. The main segment for the division is ‘Cough and Cold’, with lead brand of ‘Nasivion’, which has lead products in Nasal Sprays. The market growth for the brand was 20% (MAT Nov.’12) vis-a-vis previous year and has maintained its No. 2 position in the nasal market. Nasivion plans bold launches into larger sub-categories of ‘Cold’, with line extensions in oral solids for Allergy and Cold Solids tablets.

Everyday Health Protection, Women and Children Health is being represented by the iconic brand ‘Seven Seas’. Post the transition of the brand into the portfolio, it has performed well and has captured 45% of market share in year 2012. In addition, the Oral Rehydration Salt brand Electrobion, had a solid growth of 14% in year 2012.

The division aims to gain further growth by adding further line extensions on brand Nasivion and Seven Seas, and leveraging on the local and global RandD capabilities.

Pharma Exports:

With Merck Group prevalent in more than 67 countries worldwide, the opportunity to export remains rather limited. However, the Company exports to some Asian and African countries, the major being Sri Lanka, Nepal, Myanmar, Lebanon, Tanzania, Kenya and Libya, among others. Pharma exports grew by 22% in the year 2012 and contributed 6% to total Pharma Segment sales. The major growth came from African region.

Chemicals Segment:

The Chemicals segment sales turnover grew by 26% in year 2012, to achieve Rs. 2124.000 millions as against Rs. 1682.000 millions in year 2011. The Chemical segment comprises of two divisions: i.e. Pharm Chem Solutions and Performance Materials.

Pharm Chem Solutions:

The Pharm Chem Solutions division, as evident from the name, offers products and solutions for Pharma and BioPharma industry. Products mainly comprise of Active Pharmaceutical ingredients, High quality Excipients and Bio-pharmaceuticals.

The division’s bulk drug products like Vitamin E, Guaizulene, Thaimine DiSulphide (TDS) are manufactured at Goa. The company has exited the status of Export Oriented Unit for all the Bulk Drugs manufactured at Goa.

Goa plant is fully utilised towards the manufacture of Vitamin E and TDS. The capacity for Vitamin E may be expanded in year 2013 in case of increased demand.

The sales and marketing team has been successful in securing volume growth in line with the Pharma industry. As well, the ability to provide advice regarding regulatory compliance has ensured customers treating Merck as continued trusted partner in their growing business.

Performance Materials:

The Performance Materials Division consists of two segments, namely, Pigments and Cosmetic actives.

In the backdrop of sluggish automotive industry performance, average industrial growth in the economy and stiff competition from local competition, the sales and marketing team of Pigments business put in excellent efforts in customer intimacy, to ensure application support in their end products. This enabled the Pigments segment to register healthy double digit growth over year 2011. The Oxynex business also had good growth in year 2012, and is supported by Goa, which is operating at full capacity.

Outlook:

The Company has well balanced portfolio in Pharmaceuticals and Chemicals and growth achievement in line with the Industry. With renewed rigour in implementing economic policies and pricing regulation, the Company looks forward for further excelling the business results.

INDEX OF CHARGES: NO CHARGES EXIST FOR THE COMPANY

FIXED ASSETS

• Software
• Freehold Land
• Building and Flats
• Plant and Machinery
• Furniture and Fixture
• Office Equipment
• Electrical Fitting
• Vehicles

AS PER WEBSITE

PRESS RELEASE

MERCK MILLIPORE INTRODUCES THE LAB WATER VIRTUAL CONFERENCE:

‘THE LAB OF TOMORROW, BRINGING THE FUTURE TO LIFE TODAY’

December 18, 2013

December 18, 2013, Bangalore – Merck Millipore, the Life Science division of Merck, announced its first Lab Water Virtual Conference in India on 11th December 2013. The conference theme, ‘The Lab of Tomorrow, Bringing the Future to Life Today’, brought together industry experts from around the world to discuss the drivers for change and the future of the laboratory, the evolving need for more advanced automation and innovation, and worldwide trends and insights into the life sciences industry.

The virtual conference started at 9:30 am [India time] with a webinar entitled ‘Towards the Lab of the Future’ by guest speaker, Dr. Ian Watkins, Director Strategic Planning – Strategy and Market Insights for Lab Solutions, EMD Millipore. "Laboratories worldwide are facing complex challenges that involve balancing increasing workloads with constraints in available resources. We anticipate that these challenges will continue in the foreseeable future, and have a few recommendations for addressing these challenges, as we progress towards the lab of the future,” commented Dr. Watkins.

Other conferences and discussion forums followed throughout the day until 5:00 pm; featuring industry leaders and guest speakers from world-renowned university laboratories who introduced new data. The webinars included such topics as:

"Bacterial Contamination in Clinical Analyzers" featuring guest speakers Barbara Bodner, Manager Microbiology, Molecular Pathology and HLA, Loyola University Health Systems; and Dr. Stéphane Mabic, Worldwide Scientific Trainer, Merck Millipore.

"How Ultrapure Water Minimizes Risk of Contamination in ICP-MS and LC-MS/MS Analyses" featuring guest speakers Dr. Yinfa Ma, Curator's Teaching Professor, Department of Chemistry, Missouri University of Science and Technology and Dr. Maricar Tarun-Dube, Global Speaker and Scientific Writer.

The Lab Water Virtual Conference also included a Lab Water Exhibit Hall featuring live application specialists with whom participants could discuss their application needs in the laboratory and get answers any questions they might have. Participants also had access to the latest information on the science and life industry with published articles, abstracts and posters. The recorded version of the webinar has also been made available to those who couldn’t attend the live sessions and can be accessed at the following link for the next 3 months following the conference:

About Merck Millipore

Merck Millipore is the Life Science division of Merck KGaA of Germany and offers a broad range of innovative, performance products, services and business relationships that enable our customers’ success in research, development and production of biotech and pharmaceutical drug therapies. Through dedicated collaboration on new scientific and engineering insights, and as one of the top three RandD investors in the Life Science Tools industry, Merck Millipore serves as a strategic partner to customers and helps advance the promise of life science.

Headquartered in Billerica, Massachusetts, the division has around 10,000 employees, operations in 66 countries and 2012 revenues of €2.6 billion Merck Millipore operates as EMD Millipore in the U.S. and Canada.

Millipore is a registered trademark of, and Merck Millipore and the M mark are trademarks of Merck KGaA. All other trademarks are the property of their respective owners.

‘Note: Merck KGaA or Merck shall mean Merck KGaA, Darmstadt, Germany

About Merck

Merck is a leading pharmaceutical, chemical and life science company with total revenues of € 11.2 billion in 2012, a history that began in 1668, and a future shaped by approx. 39,000 employees in 66 countries. Its success is characterized by innovations from entrepreneurial employees. Merck's operating activities come under the umbrella of Merck KGaA, in which the Merck family holds an approximately 70% interest and free shareholders own the remaining approximately 30%. In 1917 the U.S. subsidiary Merck and Co. was expropriated and has been an independent company ever since.

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.61.94
UK Pound	1	Rs.102.06
Euro	1	Rs.84.31

INFORMATION DETAILS

Information Gathered by :	HET
Report Prepared by :	NTH

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	7
PAID-UP CAPITAL	1~10	7
OPERATING SCALE	1~10	7
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	7
--PROFITABILIRY	1~10	8
--LIQUIDITY	1~10	8
--LEVERAGE	1~10	8
--RESERVES	1~10	8
--CREDIT LINES	1~10	7
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	YES
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	YES
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	YES
--OTHER MERIT FACTORS	YES/NO	YES
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		67

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.