MIRA INFORM REPORT

Report Date :

14.03.2014

IDENTIFICATION DETAILS

Name :	BILCARE LIMITED (w.e.f. 01.10.2003)
Formerly Known As :	BI LIMITED
Registered Office :	Gat No. 1028, At Village Shiroli, Taluka Khed, Rajgurunagar, Pune – 410505, Maharashtra
Country :	India
Financials (as on) :	31.03.2013
Date of Incorporation :	01.07.1987
Com. Reg. No.:	11-043953
Capital Investment / Paid-up Capital :	Rs.235.452 Millions
CIN No.: [Company Identification No.]	L28939PN1987PLC043953
TAN No.: [Tax Deduction & Collection Account No.]	PNEB02448F
Legal Form :	Public Limited Liability Company. The Company’s Shares are Listed on the Stock Exchanges.
Line of Business :	Subject is engaged in manufacturing of specialty pharmaceutical packaging barrier films, also provides pharmaceutical research services, clinical services and packaging systems and material.
No. of Employees :	2000 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

Ba (45)

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

Maximum Credit Limit :	USD 38720000
Status :	Satisfactory
Payment Behaviour :	Usually correct
Litigation :	Exist
Comments :	Subject is a subsidiary of “Bilcare Singapore Pte Limited”. It is an established company having satisfactory track record. There seems sharp dip in profit of the company during financial year 2013. However, general financial position of the company is good. Trade relations are fair. Business is active. Payment terms are reported to be usually correct. The company can be considered normal 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 – December 1, 2013

Country Name	Previous Rating (30.09.2013)	Current Rating (01.12.2013)
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

State-run banks hired nearly 300000 personnel including more than 94000 officers in the last four years, according to the Indian Banks Association. A study by trade lobby Assocham in September 2013 indicated that banks would need 800000 people in the next six years. It estimated that state-run lenders alone would hire 50000 people in 2013/14.

The Competition Commission of India plans to issue final orders within a broad time-frame of one year in matters where it decides to carry out detailed investigations. The number of complaints received by the watchdog which keeps tabs on unfair trade practices in the marketplace.

The government has detected custom tax evasion totaling around Rs 37920 mn in 14 states until December. Maharashtra topped the list of Rs 14190 mn followed by Andhra Pradesh at Rs 8140 mn, Gujarat Rs 5240 mn, Karnataka Rs 1670 mn and Tamilnadu Rs 1610 mn.

Connaught Place in New Delhi slipped four notches to become the world’s eighth most expensive office locations. London’s West End is the world’s most expensive office market.

There are 4.072 mn number of high value spenders under the scanner of the income tax department. The income tax department has information that they have made cash deposits announcing to Rs 1 mn or more in their savings bank accounts in the current financial year. It plans to check potential evasion before the closing of the financial year on March 31.

Estimated pharmaceutical sales in the country for 2016 is $ 27 bn. It is 14.4 per cent higher than a year ago. The life sciences and health care industry is up against challenges such as quality management, says a recent Deloitte report.

The gross non-performing assets of listed banks rose 35.2 % to Rs 2.43 lakh crore during the first three months of the financial year. In absolute terms, the 40 listed banks added Rs 3386 crore to their gross NPAs in nine months with the State Bank of India leading with the State Bank of India leading with an accretion of Rs 16610 crore.

The inflow of smuggled gold doubled in 2013 following restrictions to curb the supply from official channels to contain the current account deficit. China surpassed India in the demand for gold for the first time in 2013 due to liberalization of gold trading norms by its local governments.

EXTERNAL AGENCY RATING

Rating Agency Name	INDIA Rating
Rating	Long term issuer: “BBB+”
Rating Explanation	Moderate degree of safety. It carry moderate credit risk.
Date	November 2012

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 (91-20-30257700)

LOCATIONS

Registered Office/ Factory 1 :	Gat No. 1028, At Village Shiroli, Taluka Khed, Rajgurunagar, Pune – 410505, Maharashtra, India
Tel. No.:	91-20-24456111/ 24456333 91-2135-304200
Fax No.:	91-20-24456333 91-2135-224068
E-Mail :	bil@giaspn01.vsnl.net.in anil.tikekar@bilcare.com
Website :	http://www.bhandari.com http://www.bilcare.com
Corporate Office :	601, ICC Trade Tower, Pune – 411106, Maharashtra, India
Tel. No.:	91-20-30257700
Fax No.:	91-20-30257701
E-Mail :	mail@bilcare.com
Head Office:	6^th Floor, ICC Tower, B Wing, Pune – 411 016, Maharashtra, India
Tel. No.	91-20-30257700
Fax No.:	91-20-30257700
Factory 2 :	25, MWDC, Chakan, Pune-410501, Maharashtra, India
Overseas Office :	Located at · Singapore · USA · Switzerland · Brazil · Italy · Germany

DIRECTORS

AS ON 31.03.2013

Name :

Mr. Mohan Harakchand Bhandari

Designation :

Managing Director

Address :

604, Mantri Lawan, Anand Park, Behind Anand Ban Club, Aundh, Pune – 411008, Maharashtra, India

Date of Birth/Age :

14.11.1959

Date of Appointment :

01.07.1987

DIN No.:

00052777

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	L28939PN1987PLC043953	BILCARE LIMITED	Managing director	01/07/2012	01/07/1987	-	Active	NO
2	U29195PN1991PLC061503	SAFEPACK INDUSTRIES LIMITED	Director	20/10/2001	20/10/2001	-	Active	NO
3	U45202TN2003PLC051682	SARAVANA GLOBAL HOLDINGS LIMITED	Director	30/09/2003	30/09/2003	06/10/2009	Active	NO
4	U67190PN2008PTC132137	TANISH FINANCIAL CONSULTANTS PRIVATE LIMITED	Director	29/05/2008	29/05/2008	-	Active	NO
5	U52399PN2012PTC141889	M AND N SALES AND MANAGEMENT CONSULTANTS PRIVATE LIMITED	Director	11/01/2012	11/01/2012	-	Active	NO
6	U74900PN2012PLC143775	B A TECHNOLOGIES LIMITED	Director	21/06/2012	21/06/2012	-	Active	NO
7	L29150MH1946PLC004877	CAPRIHANS (INDIA) LIMITED	Director	14/02/2013	14/02/2013	06/06/2013	Active	NO

Name :

Mr. Rajendra Bhagirath Tapadia

Designation :

Director

Address :

Mauli, Plot No.1, Bhosle Nagar, Pune – 411007, Maharashtra, India

Date of Birth/Age :

06.10.1959

Date of Appointment :

08.12.1994

DIN No.:

00508894

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	L28939PN1987PLC043953	BILCARE LIMITED	Director	08/12/1994	08/12/1994	-	Active	NO
2	U29195PN1991PLC061503	SAFEPACK INDUSTRIES LIMITED	Managing director	01/10/2010	16/11/2000	-	Active	NO
3	U29195PN2000PTC015660	SAFE PACKAGING PRIVATE LIMITED	Director	22/12/2000	22/12/2000	-	Active	NO
4	U25202PN2004PLC019493	SAFEPROPACK LIMITED	Director	09/07/2004	09/07/2004	-	Active	NO
5	U74900PN2009PTC133531	TOUCHMAGIX MEDIA PRIVATE LIMITED	Director	17/02/2009	17/02/2009	-	Active	NO
6	U15490PN2010PLC136358	ART BLENDS LIMITED	Director	20/05/2010	20/05/2010	-	Active	NO

Name :

Mr. Praful Ramachandra Naik

Designation :

Whole-Time Director

Address :

D 101, Kasturkunj, ICS Colony, Off Ganeshkhind Road, Bhosale Nagar, Pune – 411020, Maharashtra, India

Date of Birth/Age :

03.03.1964

Date of Appointment :

28.06.2004

DIN No.:

00133420

Other Directorship:

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the sDirector/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	L28939PN1987PLC043953	BILCARE LIMITED	Whole-time director	28/06/2009	28/07/2004	-	Active	NO
2	U67190PN2008PTC132137	TANISH FINANCIAL CONSULTANTS PRIVATE LIMITED	Director	29/05/2008	29/05/2008	-	Active	NO
3	U52399PN2012PTC141889	M AND N SALES AND MANAGEMENT CONSULTANTS PRIVATE LIMITED	Director	11/01/2012	11/01/2012	-	Active	NO
4	U74900PN2012PLC143775	B A TECHNOLOGIES LIMITED	Director	21/06/2012	21/06/2012	-	Active	NO

KEY EXECUTIVES

Name :	Mr. Anil Anant Tikekar
Designation :	Secretary
Address :	106, Saurabh Co-Operative Housing Society, Karvenagar, Pune – 411052, Maharashtra, India
Date of Birth/Age :	20.01.1957
Experience :	30.04.2002
Date of Appointment :	AAGPT1883J

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
Individuals / Hindu Undivided Family	7678611	35.82
Sub Total	7678611	35.82
(2) Foreign
Total shareholding of Promoter and Promoter Group (A)	7678611	35.82
(B) Public Shareholding
(1) Institutions
Mutual Funds / UTI	282771	1.32
Foreign Institutional Investors	32897	0.15
Qualified Foreign Investor	2500	0.01
Sub Total	318168	1.48
(2) Non-Institutions
Bodies Corporate	1550197	7.23
Individuals
Individual shareholders holding nominal share capital up to Rs. 0.100 million	4854186	22.65
Individual shareholders holding nominal share capital in excess of Rs. 0.100 million	4386648	20.46
Any Others (Specify)	2647613	12.35
Clearing Members	156945	0.73
Foreign Corporate Bodies	1761620	8.22
Market Maker	6641	0.03
Non Resident Indians	645932	3.01
Trusts	76200	0.36
Foreign Nationals	275	0.00
Sub Total	13438644	62.69
Total Public shareholding (B)	13756812	64.18
Total (A)+(B)	21435423	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	2109808	0.00
Sub Total	2109808	0.00
Total (A)+(B)+(C)	23545231	0.00

BUSINESS DETAILS

Line of Business :

Subject is engaged in manufacturing of specialty pharmaceutical packaging barrier films, also provides pharmaceutical research services, clinical services and packaging systems and material.

Products :

Product Description	ITC Code
PVDC Coated Films	3921.90

GENERAL INFORMATION

No. of Employees :

2000 (Approximately)

Bankers :

· Axis Bank Limited, 2nd Floor, E Axis House, Bombay Dying Mill, Worli, Mumbai - 400025, Maharashtra, India

· Axis Bank Limited, Trishul, 3rd Floor, Opposite Samartheshwar Temple, Law Garden Ellisbridge, Ahmedabad - 380006, Gujarat, India

Facilities :

Secured Loan	As on 31.03.2013 (Rs. in Millions)	As on 31.03.2012 (Rs. in Millions)
LONG-TERM BORROWINGS
Term loan from banks	10350.380	6131.435
SHORT-TERM BORROWINGS
Working capital loan from banks	450.797	119.976
Total	10801.177	6251.411
Notes: · The rupee term loan from banks / financial institutions carries interest @ 12% to 15% p.a. · The foreign currency loan from banks carries interest @ LIBOR plus 4% to 6%. · Term loans to banks / financial institutions are repayable within a period from 3 to 5 years in quarterly / half yearly installments as per terms of the respective loans. · Term loan from banks / financial institutions are secured by first charge on the immovable and movable properties and second charge on current assets, both present and future, under security trustee arrangement. · The Company has applied to the CDR Cell for its debt restructuring. · The working capital facilities from banks carries interest rate from 12% to 15% p.a. · The working capital facilities are secured by first charge on current assets and second charge on immovable and movable properties, both present and future, under security trustee arrangement.

Banking Relations :	--
Auditors :
Name :	R. L. Rathi and Company Chartered Accountants
Address :	Pune, Maharashtra, India
Costs Auditors :
Names :	Parkhi Limaye and Company Chartered Accountants
Names of related parties and related party relationship Related parties where control exists :	Ultimate Holding Company · Bilcare Limited Holding Company · Bilcare Singapore Pte. Limited Subsidiaries · Bilcare Gmbh · Bilcare Inc · Bilcare Farmacseutica Embalagem E Pesquisas Ltda · Bilcare Switzerland Sa · Bilcare (Uk) Limited · Bilcare Gcs (Europe) Limited · Bilcare Technologies Singapore Pte. Limited · Bilcare Technologies Italia Srl. Holding Company · Bilcare Mauritius Limited Subsidiaries · Bilcare Research Ag · Bilcare Germany Management Gmbh · Bilcare Germany Gmbh And Company Kg · Films Germany Holding Gmbh · Bilcare Agency Gmbh · Bilcare Research Srl. · Bilcare Fucine Srl. · Bilcare Research Inc · Bilcare Research Gmbh · Caprihans India Limited · Bilcare International · B A Technologies Limited
Joint Venture	International Labs LLC. USA (50% holding)

CAPITAL STRUCTURE

AS ON 31.03.2013

Authorised Capital :

No. of Shares	Type	Value	Amount
40000000	Equity Shares	Rs.10/- each	Rs.400.000 Millions
5000000	Preference Shares	Rs.10/- each	Rs.50.000 Millions
	Total		Rs.450.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
23545231	Equity Shares	Rs.10/- each	Rs.235.452 Millions

a. Reconciliation of the shares outstanding

	(No. of shares)
At the beginning of the period	23545231
Add / (Less) : Movement during the year	--
At the end of the period	23545231

b. Terms / rights attached to equity shares

The Company has only one class of equity shares having a par value of Rs. 10/- per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

During the year ended 31 March 2013, the amount of per share dividend recognized as distributions to equity shareholders was Rs.. NIL (31 March 2012 : Rs. 2).

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferencial amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

c. Details of Shareholders holding more than 5% shares in the Company

Equity shares of Rs. 10/- each fully paid	No. of Shares	% Holding in the Class
i. Mohan H. Bhandari	6253489	26.56
ii. Deutsche Bank Trust Company Americas (Custodian of shares against GDR's have been issued)	2109808	8.96
iii. Monument Pte. Limited	1761620	7.48
iv. Rakesh R. Jhunjhunwala	1735425	7.37
v. Nutan M. Bhandari	1425122	6.05

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.03.2013
I. EQUITY AND LIABILITIES
(1) Shareholders' Funds
(a) Share Capital	235.452
(b) Reserves & Surplus	9444.609
(c) Money received against share warrants	0.000
(2) Share Application money pending allotment	0.000
Total Shareholders’ Funds (1) + (2)	9680.061
(3) Non-Current Liabilities
(a) Long-term borrowings	11529.271
(b) Deferred tax liabilities (Net)	1174.851
(c) Other long term liabilities	0.000
(d) Long-term provisions	12.725
Total Non-current Liabilities (3)	12716.847
(4) Current Liabilities
(a) Short term borrowings	2137.851
(b) Trade payables	647.967
(c) Other current liabilities	1704.044
(d) Short-term provisions	(17.370)
Total Current Liabilities (4)	4472.492
TOTAL	26869.400
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	6009.200
(ii) Intangible Assets	357.516
(iii) Capital work-in-progress	7851.342
(iv) Intangible assets under development	0.000
(b) Non-current Investments	6943.669
(c) Deferred tax assets (net)	0.000
(d) Long-term Loan and Advances	52.432
(e) Other Non-current assets	545.097
Total Non-Current Assets	21759.256
(2) Current assets
(a) Current investments	0.000
(b) Inventories	1387.253
(c) Trade receivables	2754.754
(d) Cash and cash equivalents	324.041
(e) Short-term loans and advances	644.096
(f) Other current assets	0.000
Total Current Assets	5110.144
TOTAL	26869.400

SOURCES OF FUNDS		31.03.2012	31.03.2011
SHAREHOLDERS FUNDS
1] Share Capital		235.452	235.452
2] Share Application Money		0.000	0.000
3] Reserves & Surplus		9312.941	8768.341
4] (Accumulated Losses)		0.000	0.000
NETWORTH		9548.393	9003.793
LOAN FUNDS
1] Secured Loans		6251.411	5311.601
2] Unsecured Loans		238.297	115.616
TOTAL BORROWING		6489.708	5427.217
DEFERRED TAX LIABILITIES		1125.381	1017.659
TOTAL		17163.482	15448.669
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		5746.773	5058.551
Capital work-in-progress		335.129	52.472
INVESTMENT		6793.520	6571.031
DEFERREX TAX ASSETS		0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	1291.282	929.459
	Sundry Debtors	3460.804	2392.418
	Cash & Bank Balances	267.870	684.323
	Other Current Assets	496.804	0.000
	Loans & Advances	454.667	721.051
Total Current Assets		5971.427	4727.251
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	234.907	807.636
	Other Current Liabilities	1169.851	66.110
	Provisions	278.609	86.890
Total Current Liabilities		1683.367	960.636
Net Current Assets		4288.060	3766.615
MISCELLANEOUS EXPENSES		0.000	0.000
TOTAL		17163.482	15448.669

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2013	31.03.2012	31.03.2011
	SALES
		Income	7274.304	7525.969	6585.945
		Other Income	(7.855)	62.599	43.077
		TOTAL (A)	7266.449	7588.568	6629.022
Less	EXPENSES
		Cost of materials consumed	4777.817	4611.168	--
		Cost of Goods Sold	--	--	3974.601
		Payments to & provision for employees	--	--	246.669
		Over Heads	--	--	412.443
		Changes in inventories of finished goods, work-in-progress and stock in trade	(32.270)	51.716	(8.532)
		Employee benefits expense	263.700	250.074	--
		Other expenses	434.871	386.864	--
		TOTAL (B)	5444.118	5299.822	4625.181
Less	PROFIT / (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		1822.331	2288.746	2003.841
Less	FINANCIAL EXPENSES (D)		1024.944	796.938	448.437
	PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		797.378	1491.808	1555.404
Less/ Add	DEPRECIATION/ AMORTISATION (F)		419.953	359.924	296.928
	PROFIT / (LOSS) BEFORE TAX (E-F) (G)		377.434	1131.884	1258.476
Less	TAX (H)		314.652	384.358	388.039
	PROFIT / (LOSS) AFTER TAX (G-H) (I)		65.782	747.526	870.437
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		3168.300	2575.468	2537.100
Less	APPROPRIATIONS
		Transfer to General Reserve	0.000	100.000	150.000
		Dividend	0.000	47.100	70.600
		Tax on Dividend	0.000	7.600	11.500
		Debenture Redemption Reserve	0.000	0.000	600.000
	BALANCE CARRIED TO THE B/S		3234.100	3168.294	2575.500
	EARNINGS IN FOREIGN CURRENCY
		Export of Goods	584.933	746.695	433.270
		Lease Rent	262.500	0.000	70.000
		Dividend (from joint venture)	27.560	48.775	0.000
		Other	0.000	0.000	0.654
	TOTAL EARNINGS		874.993	795.470	503.924
	IMPORTS
		Raw Materials	1801.134	1492.409	1591.405
	TOTAL IMPORTS		1801.134	1492.409	1591.405
	Earnings / (Loss) Per Share (Rs.)		2.79	31.75	36.97

KEY RATIOS

PARTICULARS		31.03.2013	31.03.2012	31.03.2011
PAT / Total Income	(%)	0.91	9.85	13.13
Net Profit Margin (PBT/Sales)	(%)	5.19	15.04	19.11
Return on Total Assets (PBT/Total Assets}	(%)	3.13	9.66	12.86
Return on Investment (ROI) (PBT/Networth)		0.04	0.12	0.14
Debt Equity Ratio (Total Debt/Networth)		1.41	0.68	0.60
Current Ratio (Current Asset/Current Liability)		1.14	3.55	4.92

FINANCIAL ANALYSIS

[all figures are in Rupees Millions]

YEAR-ON-YEAR GROWTH

Year on Year Growth	31.03.2011	31.03.2012	31.03.2013
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Sales	6,585.945	7,525.969	7,274.304
		14.273	(3.344)

NET PROFIT MARGIN

Net Profit Margin	31.03.2011	31.03.2012	31.03.2013
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Sales	6,585.945	7,525.969	7,274.304
Profit	870.437	747.526	65.782
	13.22%	9.93%	0.90%

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	Yes
23]	Banking Details	Yes
24]	Banking facility details	Yes
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

CASE DETAILS

Bench:- Bombay
Presentation Date:- 03/08/2013
Lodging No:-		CPL/526/2013		Filing Date:-	03/08/2013
Petitioner:-	United Bank of India		Respondent:-	BILCARE LIMITED
Petn. Adv.:	M V KINI AND CO (0)
District:-	Pune
Bench:-	SINGLE
Status:-	Pre-Admission
Last Date:-	16/08/2013		Stage:-
Last Coram:-	REGISTRAR(OS)/PROTHONOTARY & SR. MASTER
Act:-	Companies Act & Rules 1956		Under Section:-	433 AND 434

UNSECURED LOAN

(Rs. in Millions)

Particular	As on 31.03.2013	As on 31.03.2012
LONG-TERM BORROWINGS
Deferred sales tax loans	116.576	117.008
Term Loan from Banks	981.819	0.000
Others	80.496	0.000
SHORT-TERM BORROWINGS
Fixed deposits from public	1637.054	1.289
Loans and advances from related parties	50.000	50.000
Loans and advances from others	0.000	70.000
Total	2865.945	238.297

Notes:

· Deferred sales tax loan is interest free and is repayable in yearly installments till 2023.

· The other unsecured loan carries interest @ 3 % p.a. and repayable in 10 annual equal instalments starting from 2014

· Fixed deposits from public carries interest @ 11% to 12% p.a.

INDEX OF CHARGES

S.No.	Charge ID	Date of Charge Creation/Modification	Charge amount secured	Charge Holder	Address	Service Request Number (SRN)
1	10381902	24/09/2012	70,000,000.00	SREI Equipment Finance Private Limited	'VISHWAKARMA', 86C, TOPSIA ROAD, KOLKATA, WEST BENGAL - 700046, INDIA	B60228418
2	10340125	07/02/2012	3,500,000,000.00	Axis Trustee Services Limited	AXIS HOUSE, 2ND FLR, BOMBAY DYEING MILLS COMPOUND, PANDURANG BUDHKAR MARG, WORLI, MUMBAI, MAHARASHTRA - 400025, INDIA	B34099549
3	10340325	07/02/2012	10,798,900,000.00	Axis Trustee Services Limited	AXIS HOUSE, 2ND FLR, BOMBAY DYEING MILLS COMPOUND, PANDURANG BUDHKAR MARG, WORLI, MUMBAI, MAHARASHTRA - 400025, INDIA	B34190553
4	10329545	19/12/2011	500,000,000.00	JAMMU AND KASHMIR BANK LIMITED	A-17 RING ROAD, LAJPAT NAGAR- IV, NEW DELHI, DELHI - 110024, INDIA	B29817624
5	10237031	10/08/2010	600,000,000.00	Axis Trustee Services Limited	MAKER TOWERS 'F', 13TH FLOOR, CUFFE PARADE, COLABA, MUMBAI, MAHARASHTRA - 400005, INDIA	A93411619
6	10132244	31/01/2013 *	2,750,000,000.00	Axis Bank Limited	2ND FLOOR, E AXIS HOUSE, BOMBAY DYING MILL, WORLI, MUMBAI, MAHARASHTRA - 400025, INDIA	B71495782
7	10132241	04/12/2008	7,250,000,000.00	Axis Bank Limited	CENTRAL OFFICE, CAPITAL MARKETS DEPARTMENT, 11TH  FLOOR, "F" WING, MAKER TOWERS, CUFFE PARADE, MUMBAI, MAHARASHTRA - 400005, INDIA	A51972222

* Date of charge modification

HISTORY

Subject is a research-based organization primarily engaged in manufacturing specialty pharmaceutical packaging barrier films. The company provides pharmaceutical research services, clinical services and packaging systems and material. The company's key products include packaging films, aluminum foils, wrap systems, cold formed blisters, closures and containers, and paper composites. They also offer research services, including preformulation studies, formulation development, analytical research, stability studies, packaging audit and packaging development and design. Subject was incorporated on July 1987 as Bhandari Paper Products Private Limited and converted into a public limited company on Oct. 27, 1994. The name of the company was changed to BI Limited in the year 2001 and further the name was changed to Subject on October 1, 2003. The company's plant at Rajgurunagar in Pune is one of its kinds in Asia and the eighth plant of its kind in the world. During the year 1997-98, company completed the project of Paper Tube Plant at Patalganga in Maharashtra. During the year 1999-2000, German Investment and Development company namely DEG - Deutsche Investitions - Und Entwicklungsgesellschaft MBH has subscribed to 21% of the share capital of PT Bhandari Mishindo, a subsidiary of the company. During the year 2002-03, the company introduced seven new unique products for the pharma sector namely Nova, Patina, Ultra, Excel, Super Zing and Venus. During the year 2003-04, the company hived off their Biltube Division in order to focus their core business of manufacture of pharma packaging and research. Also, PT Bhandari Mishindo, a subsidiary company in Indonesia which was formed as an integral part of the Biltube Division was ceased to be a subsidiary of the company. Also, the company promoted Bilcare Singapore Pte Limited as a wholly owned subsidiary of the company during the year. In July 2005, Bilcare Singapore Pte Limited, a wholly owned subsidiary of the company acquired pharma research and clinical services business in USA. Thus Bilcare Inc became a subsidiary of the company. In October 2005, the company unveiled their clinical services facility in Pune. This facility will support the pharma companies in packaging and distribution of their clinical supplies and integrate their global clinical trial requirements efficiently. In September 2006, the company acquired DHP Limited, a UK-based Clinical Trials Services provider through Bilcare (UK) Limited, a wholly owned subsidiary of Bilcare Singapore Pte Limited. In May 2007, Bilcare Research announced the launch of the Bilcare Research Academy in partnership with Association of Clinical Research Professionals (ACRP), US. The academy shall open 25 centers in India and other parts of Asia by 2010. In January 2008, Bilcare Singapore has bought 100% of Singular ID, the provider of integrated high technology enterprise brand security system, for a consideration of Singapore Dollar 19.58 million. Bilcare Singapore is a wholly owned subsidiary of the company. In July 2008, Subject and USA based MeadWestvaco Corp jointly acquired the pharmaceutical packaging Company International Labs of St. Petersburg, Florida, USA.

FINANCIALS

The Company’s Standalone revenue for the year FY 2013-stood at Rs. 7270.000 Millions as against Rs. 7590.000 Millions of FY 2012 due to break down of coating line in India for a month amounting to loss of Rs. 750.000 Millions. There was also severe shortage of working capital in India resulting to further loss.

Being a Company parented out of India, most of its debt is raised in Indian currency, with relatively shorter tenure which is a big disadvantage considering the current global business scenario. This has resulted in severe stress on operations, cash flows and creditor’s commitment delays. Meanwhile, as a corrective measure, Company has initiated a comprehensive restructuring and financial consolidation exercise.

MANAGEMENT AND DISCUSSION ANALYSIS

Global Pharmaceutical packaging market landscape

The global pharmaceutical packaging market continues to grow at a CAGR of 8% in the next five years as projected by pharmaceutical packaging market report. Further, the market is expected to be fueled by off-patenting of drugs and expanding the generics market. The global pharmaceutical industry is presently undergoing swift expansion, a lot of technology innovations and rapid advancements in manufacturing processes and integrations. These factors are foretelling growth of the pharmaceutical packaging industry globally. Due to increasing generic and contract manufacturing activities in Asian countries especially India and China, the emerging geographies are expected to register maximum growth.

The increasing demand for biologics will strengthen demand for innovative product packaging solutions in the global pharma packaging market. All these factors, along with the growing pharma industry, will continue to drive demand for packaging. However, the packaging industry will have to overcome challenges, such as the availability and price volatility of raw materials and changing health regulations, in order to meet increasing demand from the growing pharma industry.

The pharmaceutical packaging industry, as a provider of contract services, is not surprisingly experiencing a corresponding market growth. As with the pharma industry, packagers are challenged to grow through innovation, by providing formats which satisfy pharma’s expectation of enhanced drug integrity, safety and stability while delivering the convenience demanded by today’s consumer.

Such growth is a clear indicator of the significant role pharmaceutical packaging will play in the pharmaceutical industry’s quest for growth through innovation. Beyond that, pharma looks to packagers to improve bottom lines and brand distinction, a core focus of Bilcare 5 C offerings to the pharma sector worldwide.

Global Clinical Services

Bilcare Global Clinical Supplies is a leading provider of Clinical Trial Materials (CTM) services to the pharmaceutical and biotechnology industries. From pre-formulation to global logistics and distribution, their integrated offerings are aimed at establishing critical success factor – speed-to-market. Their services bridge drug discovery with the manufacture of Clinical Trial Material with the speed and precision to accelerate market entry and drive profitability of large and midsized Pharma, Biotechs, Institutions and CROs.

Bilcare this year sold its Global Clinical Supplies (GCS) businesses in the US and the UK, to United Drug plc, a 1.7 billion revenue, a leading provider of healthcare services. As result of the sale, United Drug has acquired Bilcare’s Global Clinical Supplies (GCS) businesses in the US and the UK for USD 61 million while Bilcare has retained its GCS business in Asia. Going forward, United Drug and Bilcare GCS Asia will work together to use their complementary resources to meet the needs of their global customers across US, Europe and Asia.

The business of GCS Asia for the year has grown by 46% and has acquired few more global customers for clinical services.

Bilcare Technology

Focus of Bilcare Technology for the year was to find inroads in both Government and private sector for implementation of trackn-trace and nciD™ solutions. This unique technology has seen positive traction from various Government sectors.

This year, they implemented a pilot project for fertilizer sector and embarked on CSIR new millennium Indian technology leadership initiative. Similarly, their trackn-trace Technology was implemented for exports products of major pharmaceutical and biotech companies, complying with DGFT norms. Bilcare nciD™ Technology also made inroads to Bangladesh the one of most affected counterfeit markets in the world.

Highlights of Financials

India Standalone revenue for the year FY 2013-stood at Rs. 7270.000 Millions as against Rs. 7590.000 Millions of FY 2012. The Asian business suffered a severe setback on sales and margin during later part of the year. This was further aggravated due to cash flow crunch and working capital shortage amounting to loss of Rs. 750.000 Millions. As a consequence PBT reduced by 56% at Rs. 330.000 Millions as against Rs. 750.000 Millions of last year.

CONTINGENT LIABILITIES

(Rs. In Millions)

Particular	31.03.2013	31.03.2012
Claims against the Company, not acknowledged as debts: Corporate guarantees given	10515.184	6195.455
Estimated amount of contracts remaining to be executed on capital account not provided for (net of advances)	0.000	208.695

UNAUDITED FINANCIAL RESULTS FOR THE QUARTER ENDED 30 JUNE 2013

(Rs. In Millions)

No. Sr.	Particulars	30 June 2013 (Unaudited)
PARTI
1.	Income from operations
	a. Net Sales/Income from Operations (Net of Excise Duty)	1020.500
	b. Other Operating Income	(30.000)
	Total Income from Operations (Net)	990.500
2.	Expenses
	a. Cost of materials consumed	686.000
	b. Changes in inventories of finished goods, work-in-progress and stock-in-trade	50.300
	c. Employee benefits expense	57.500
	d. Depreciation and amortisation expense	121.300
	e. Other expenses	111.500
	Total Expenses	1026.600
3.	Profit / (Loss) from operations before other income, finance costs and exceptional items (1-2)	(36.100)
4.	Other Income	-
5.	Profit / (Loss) from ordinary activities before finance costs and exceptional items (3 + 4)	(36.100)
6.	Finance costs	441.500
7.	Profit / (Loss) from ordinary activities after finance costs but before exceptional items (5 - 6)	(477.600)
8.	Exceptional Items	-
9.	Profit / (Loss) from ordinary activities before tax (7 + 8)	(477.600)
10.	Tax Expense	(5.500)
11.	Net Profit from Ordinary Activities after Tax (9 -10)	(472.100)
12.	Extraordinary items (net of tax expense)	2.800
13.	Net Profit / (Loss) for the period (11 -12)	(474.900)
14.	Minority Interest	-
15.	Net Profit / (Loss) after taxes and minority interest (13 -14)	(474.900)
16.	Paid-up Equity Share Capital (face value Rs.10/- each)	235.500
17.	Reserves excluding Revaluation Reserves as per Balance Sheet of previous accounting year	—
18.	Earnings Per Share (after Extraordinary items) (not annualised):
	a. Basic	(20.17)
	b. Diluted	(20.17)
A	PARTICULARS OF SHAREHOLDING
1	Public Shareholding
	- No. of Shares	15866620
	- Percentage of Shareholding	67.39%
2	Promoters and Promoter Group Shareholding
a.	Pledged / Encumbered
	- Number of Shares	715000
	- Percentage of shares (as a % of the total shareholding of promoter and promoter group)	9.31%
	- Percentage of shares (as a % of the total share capital of the company)	3.04%
b.	Non-encumbered
	- Number of Shares	6963611
	- Percentage of shares (as a % of the total shareholding of promoter and promoter group)	90.69%
	- Percentage of shares (as a % of the total share capital of the company)	29.57%
	* Invested in equity of the Company

B	Particulars	3 months ended 30 Jun 2013
	INVESTOR COMPLAINTS
	Pending at the beginning of the quarter	NIL
	Received during the quarter	NIL
	Disposed off during the quarter	NIL
	Remaining unresolved at the end of the quarter	NIL

Notes:

1. The Company's main business segment is packaging research solutions.

2. The previous year's figures have been regrouped / readjusted wherever necessary.

3. The above unaudited results have been approved by the Board of Directors of the Company at its meeting held on 14 August 2013.

FIXED ASSETS

Tangible Assets

· Land

· Building

· Plant and Machinery

· Vehicles

· Electric Fitting

· Furniture and Fixture

· Office Equipments

Intangible Assets

· Patent

· Trademarks

AS PER WEBSITE DETAIL

PRESS RELEASE

BILCARE POST RS.8128.600 MILLIONS CONSOLIDATED REVENUE FOR Q1FY14 6.7% IMPROVEMENT ON A SEQUENTIAL QUARTER BASIS

Pune, August 14, 2013: Bilcare Limited, global leader in Pharma Packaging and Research initiated its road to recovery as it posted total consolidated revenues of Rs. 8128.600 Millions for the first quarter ended June (Q1FY14) as compared to sequential quarter (Q4FY13), showing a growth of 6.7%. EBIDTA for current quarter increased to Rs 536.800 Millions as compared to Rs 297.300 Millions of last quarter (Q4FY13). The company narrowed down its Net Loss by Rs 306.500 Millions by initiating a series of positive steps taken by the management team.

Speaking on the results, Mr. Mohan Bhandari, Chairman and Managing Director, Bilcare Limited said, "Despite the Global-Economic challenging conditions and the prevailing uncertainty in India, we at Bilcare have managed to improve our performance on a sequential quarter basis. Currently, we are going through a debt restructuring exercise which is progressing well. Post restructuring, performance of the company will get further strengthened."

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.61.01
UK Pound	1	Rs.101.65
Euro	1	Rs.85.02

INFORMATION DETAILS

Information Gathered by :	PDT
Report Prepared by :	DPH

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
PAID-UP CAPITAL	1~10	6
OPERATING SCALE	1~10	5
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	6
--PROFITABILIRY	1~10	3
--LIQUIDITY	1~10	5
--LEVERAGE	1~10	5
--RESERVES	1~10	5
--CREDIT LINES	1~10	5
--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	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	YES
--OTHER MERIT FACTORS	YES/NO	YES
DEFAULTERS
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		45

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.