MIRA INFORM REPORT

Report No. :	302958
Report Date :	15.01.2015

IDENTIFICATION DETAILS

Name :	MERCK LIMITED
Registered Office :	Shiv Sagar Estate 'A', Dr. Annie Besant Road, Worli, Mumbai-400018, Maharashtra
Country :	India
Financials (as on) :	31.12.2013
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
IEC No.:	Not Available
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 :	Manufacturing and Marketing of pharmaceuticals, bulk drugs, fine chemicals and pigments.
No. of Employees :	1496 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

A (66)

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

Status :	Good
Payment Behaviour :	Regular
Litigation :	Exist
Comments :	Subject is a well-established company having fine track record. Financial position of the company seems to be good. The rating also takes into consideration Merck’s healthy financial risk profile marked by strong presence in Vitamin Therapeutic area and fair profitability levels of the company. Trade relations are fair. Business is active. Payments terms are reported to be regular and as per commitments. The company can be considered good for normal 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.

EXTERNAL AGENCY RATING

Rating Agency Name	ICRA
Rating	AA (Fund Based Limits)
Rating Explanation	High degree of safety and very low credit risk.
Date	April, 2014

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

Management Non Co-Operative (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 :	Plot No. 11/1, Usgaon, Ponda-403407, Goa, India

DIRECTORS

As on: 18.03.2014

Name :	Mr. S. N. Talwar
Designation :	Chairman
Date of Birth/Age :	21.11.1937
Qualification :	B. Com, L.L.B, Solicitor
Date of Appointment :	17.01.1984
Name :	Dr. Claus-Dieter Boedecker
Designation :	Managing Director
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
Date of Birth/Age :	15.12.1955
Qualification :	B. Com, F.C.A., A.C.A. (England and Wales)
Date of Appointment :	29.12.1986
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 :	Dr. Peter-Ulrich Mannheimer
Designation :	Director
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. 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 :	Mr. N. Krishnan
Designation :	Director

KEY EXECUTIVES

Name :	Mr. Vikas R. Gupta
Designation :	Company Secretary

SHAREHOLDING PATTERN

As on: 30.09.2014

Category of Shareholder	Total No. of Shares	Total Shareholding as a % of Total 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	1523631	9.18
Financial Institutions / Banks	5660	0.03
Insurance Companies	1593157	9.60
Foreign Institutional Investors	123370	0.74
Sub Total	3245818	19.55
(2) Non-Institutions
Bodies Corporate	606043	3.65
Individuals
Individual shareholders holding nominal share capital up to Rs. 1 lakh	3187214	19.20
Individual shareholders holding nominal share capital in excess of Rs. 1 lakh	844080	5.09
Any Others (Specify)	117003	0.70
Non Resident Indians	116332	0.70
Trusts	590	0.00
Foreign Nationals / OCB	81	0.00
Sub Total	4754340	28.64
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	100.00

Shareholding of securities (including shares, warrants, convertible securities) of persons belonging to the category Promoter and Promoter Group

Sl. No.	Name of the Shareholder	Details of Shares held
		No. of Shares held	As a % of grand total (A)+(B)+(C)
1	Emedia Export MBH	3534559	21.29
2	Merck Internationale Beteiligunen GMBH	3091224	18.62
3	Chemitra GMBH	1973441	11.89
	Total	8599224	51.80

Shareholding of securities (including shares, warrants, convertible securities) of persons belonging to the category Public and holding more than 1% of the total number of shares

Sl. No.	Name of the Shareholder	No. of Shares held	Shares as % of Total No. of Shares
1	Life Insurance Corporation of India	1161021	6.99
2	SBI Contra Fund	1000000	6.02
3	Reliance Capital Trustee Co. Ltd	383688	2.31
4	The New India Assurance Company Limited	232136	1.40
5	General Insurance Corporation of India	200000	1.20
6	Hemendra M Kothari	198258	1.19
	Total	3175103	19.13

Shareholding of securities (including shares, warrants, convertible securities) of persons (together with PAC) belonging to the category “Public” and holding more than 5% of the total number of shares of the company

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
1	Life Insurance Corporation of India	1161021	6.99
2	SBI Contra Fund	1000000	6.02
	Total	2161021	13.02

BUSINESS DETAILS

Line of Business :	Manufacturing and Marketing of pharmaceuticals, bulk drugs, fine chemicals and pigments.
Products :	Not Available
Brand Names :	Not Available
Agencies Held :	Not Available
Exports :	Not Divulged
Imports :	Not Divulged
Terms :
Selling :	Not Divulged
Purchasing :	Not Divulged

PRODUCTION STATUS = NOT AVAILABLE

GENERAL INFORMATION

Suppliers :

Reference :	Not Divulged
Name of the Person :	Not Divulged
Contact No.:	Not Divulged
Since How Long Known :	Not Divulged
Experience :	Not Divulged
Maximum Limit Dealt :	Not Divulged

Customers :

Reference :	Not Divulged
Name of the Person :	Not Divulged
Contact No.:	Not Divulged
Since How Long Known :	Not Divulged
Experience :	Not Divulged
Maximum Limit Dealt :	Not Divulged

No. of Employees :

1496 (Approximately)

Bankers :

• Canara Bank
• Deutsche Bank AG
• ICICI Bank Limited
• HDFC Bank Limited

Auditors :
Name :	BSR and Company LLP Chartered Accountants
Memberships :	Not Available
Collaborators :	Not Available
Investing Associates :	Chemitra GmbH, Germany Emedia Export Company mbh, Germany Merck Internationale Beteiligungen GmbH, Germany
Fellow Subsidiaries :	Ares Trading S.A., Switzerland EMD Millipore Corporation, USA EMD Serono Inc., USA Heipha Dr. Müller GmbH, Germany Merck and Cie., Switzerland Merck (Private) Limited, Pakistan Merck Chemicals (Shanghai) Company, Limited, China Merck Chimie S.A.S., France Merck Inc., Philippines Merck KGaA and Company Werk Spittal, Austria Merck Limited, Japan Merck Limited, South Korea Merck Limited, Taiwan Merck Limited, Thailand Merck Pte Limited, Singapore Merck Sdn Bhd, Malaysia Merck Selbstmedikation GmbH, Germany Merck Serono Company, Limited, Japan Merck Serono S.A., Switzerland Merck Specialities Private Limited, India Merck spol. s r.o., Czech Republic 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 Company, China

CAPITAL STRUCTURE

As on: 31.12.2013

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
	8,599,224	86.0

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%

Particular	Number
Aggregate number of shares bought back during the period of five years immediately preceeding reporting date	261842

FINANCIAL DATA

[All figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.12.2013	31.12.2012	31.12.2011
I.              EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	166.000	166.000	166.000
(b) Reserves & Surplus	5064.300	4670.600	3934.800
(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)	5230.300	4836.600	4100.800
(3) Non-Current Liabilities
(a) long-term borrowings	0.000	0.000	0.000
(b) Deferred tax liabilities (Net)	10.900	7.200	8.400
(c) Other long term liabilities	0.000	0.000	0.000
(d) long-term provisions	121.700	128.200	122.200
Total Non-current Liabilities (3)	132.600	135.400	130.600
(4) Current Liabilities
(a) Short term borrowings	0.000	0.000	0.000
(b) Trade payables	368.100	397.100	290.700
(c) Other current liabilities	434.900	382.700	356.900
(d) Short-term provisions	320.200	190.900	117.200
Total Current Liabilities (4)	1123.200	970.700	764.800
TOTAL	6486.100	5942.700	4996.200
II.          ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	845.600	750.200	712.600
(ii) Intangible Assets	2.700	1.300	2.400
(iii) Capital work-in-progress	92.300	17.500	4.300
(iv) Intangible assets under development	0.000	0.000	0.000
(b) Non-current Investments	0.000	0.000	0.000
(c) Deferred tax assets (net)	0.000	0.000	0.000
(d) Long-term Loan and Advances	678.300	588.800	483.300
(e) Other Non-current assets	86.500	0.000	0.000
Total Non-Current Assets	1705.400	1357.800	1202.600
(2) Current assets
(a) Current investments	242.900	236.400	227.400
(b) Inventories	1518.200	1309.600	1130.900
(c) Trade receivables	841.200	644.200	621.800
(d) Cash and cash equivalents	1876.900	1929.800	1132.800
(e) Short-term loans and advances	231.600	395.200	646.500
(f) Other current assets	69.900	69.700	34.200
Total Current Assets	4780.700	4584.900	3793.600
TOTAL	6486.100	5942.700	4996.200

PROFIT & LOSS ACCOUNT

	PARTICULARS	31.12.2013	31.12.2012	31.12.2011
	SALES
	Income	7977.800	6872.800	5895.700
	Other Income	214.500	202.000	168.800
	TOTAL (A)	8192.300	7074.800	6064.500
Less	EXPENSES
	Cost of Materials Consumed	2403.100	1794.400	1695.400
	Purchases of Stock-in-Trade	1518.400	1160.900	1131.900
	Changes in inventories of finished goods, work-in-progress and Stock-in-Trade	(291.500)	34.900	(399.500)
	Employees benefits expense	1009.600	853.000	811.000
	Other expenses	2569.500	1974.700	1933.100
	Impairment loss (reversal)	0.000	0.000	(142.800)
	TOTAL (B)	7209.100	5817.900	5029.100
Less	PROFIT/ (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (C)	983.200	1256.900	1035.400
Less	FINANCIAL EXPENSES (D)	0.000	0.000	0.000
	PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)	983.200	1256.900	1035.400
Less/ Add	DEPRECIATION/ AMORTISATION (F)	100.700	89.000	79.500
	PROFIT/ (LOSS) BEFORE TAX (E-F) (G)	882.500	1167.900	955.900
Less	TAX (H)	323.700	383.900	319.100
	PROFIT/ (LOSS) AFTER TAX (G-H) (I)	558.800	784.000	636.800
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD	1330.500	673.100	36.300
Less	APPROPRIATIONS
	Transfer to General Reserve	55.900	78.400	0.000
	Dividend (Including Tax on Dividend)	165.100	48.200	0.000
	BALANCE CARRIED TO THE B/S	1668.300	1330.500	673.100
	EARNINGS IN FOREIGN CURRENCY
	F.O.B. Value of Exports	707.700	729.800	538.900
	Indenting commission	1.400	0.600	1.500
	Income from shared services	37.000	71.400	31.100
	TOTAL EARNINGS	746.100	801.800	571.500
	IMPORTS
	Raw Materials	789.500	708.200	640.400
	Finished goods	1030.300	800.700	757.200
	Components, Stores and Spare Parts	0.600	0.600	1.100
	Capital goods	63.800	30.200	31.800
	Others	3.100	0.000	0.000
	TOTAL IMPORTS	1887.300	1539.700	1430.500
	Earnings / (Loss) Per Share (Rs.)	33.70	47.20	38.40

QUARTERLY RESULTS

Particulars (Rs. In Millions)	Mar 2014	Jun 2014	Sep 2014
Audited / Unaudited	Unaudited	Unaudited	Unaudited
Net Sales	1937.100	2386.900	2210.100
Total Expenditure	1896.000	2086.600	1966.700
PBIDT (Excl OI)	41.200	300.300	243.400
Other Income	50.100	47.400	50.900
Operating Profit	91.300	347.700	294.300
Interest	0.000	0.000	0.000
Exceptional Items	0.000	0.000	0.000
PBDT	91.300	347.700	294.300
Depreciation	31.100	31.300	28.900
Profit Before Tax	60.200	316.300	265.400
Tax	24.600	106.300	89.500
Provisions and contingencies	0.000	0.000	0.000
Profit After Tax	35.600	210.000	175.800
Extraordinary Items	0.000	0.000	0.000
Prior Period Expenses	0.000	0.000	0.000
Other Adjustments	0.000	0.000	0.000
Net Profit	35.600	210.000	175.800

KEY RATIOS

PARTICULARS		31.12.2013	31.12.2012	31.12.2011
PAT / Total Income	(%)	6.82	11.08	10.50
Net Profit Margin (PBT/Sales)	(%)	11.06	16.99	16.21
Return on Total Assets (PBT/Total Assets}	(%)	15.65	19.71	19.15
Return on Investment (ROI) (PBT/Networth)		0.17	0.24	0.23
Debt Equity Ratio (Total Debt/Networth)		0.00	0.00	0.00
Current Ratio (Current Asset/Current Liability)		4.26	4.72	4.96

FINANCIAL ANALYSIS

[All figures are in Rupees Millions]

DEBT EQUITY RATIO

Particular	31.12.2011	31.12.2012	31.12.2013
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Share Capital	166.000	166.000	166.000
Reserves & Surplus	3934.800	4670.600	5064.300
Net worth	4100.800	4836.600	5230.300
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	31.12.2011	31.12.2012	31.12.2013
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Sales	5895.700	6872.800	7977.800
		16.573	16.078

NET PROFIT MARGIN

Net Profit Margin	31.12.2011	31.12.2012	31.12.2013
	(Rs. In Millions)	(Rs. In Millions)	(Rs. In Millions)
Sales	5895.700	6872.800	7977.800
Profit	636.800	784.000	558.800
	10.80%	11.41%	7.00%

LOCAL AGENCY FURTHER INFORMATION

CURRENT MATURITIES OF LONG TERM DEBTS = 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:

CASE DETAILS
Bench:- Bombay
Lodging No. :	ITXAL/2117/2013	Failing Date:-	21/12/2013	Reg. No.:-	ITXA/105/2014	Reg. Date:-	23/01/2014
Petitioner:-	THE COMMISSIONER OF INCOME TAX 6 -		Respondent:-	MERCK LIMITED
Petn.Adv:-	Suresh Kumar (I2100)
District:-	MUMBAI
Bench:-	DIVISION		Category:-	TAX APPEALS
Status:-	Pre - Admitted		Stage:-
Last Date:-	09/06/2014
Coram:-	ACCORDING TO SITTING LIST ACCORDING TO SITTING LIST
Act. :	Income Tax Act,1961s			Under Section 260A

INDEX OF CHARGES

NO CHARGES EXIST FOR COMPANY

COMPANY’S OPERATIONAL PERFORMANCE:

Detailed operational working of the Company are discussed in the Management Discussion and Analysis Report forming part of this Report. During the financial year ending 31 December, 2013, the Company achieved a turnover of Rs. 7729.600 million as against a turnover of Rs. 6580.700 million in the previous year, registering a growth of 17.5%. During the year under report, the Pharmaceuticals segment showed an increase in turnover of 20%, the Chemicals segment registered an increase of 12% as compared to the respective segment turnover in the previous year.

The devaluation of the Indian Rupee vis-a-vis major currencies resulted in increase of input costs, sluggish in economic environment and impairment of current assets, were key reasons for the dent in operating margins. The Profit after Tax for the year under review was Rs. 558.800 million as against Rs. 784.000 million in previous year, showing a fall of 28.7%.

The export turnover of the Company during the year 2013 was Rs. 707.700 million as against Rs. 729.800 million achieved in the previous year.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pharmaceuticals Segment:

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

Merck Serono:

Merck Serono division accounted for 61% of the Total Company’s turnover, registering a growth of 20% over year 2012. The time tested brands of Neurobion, Polybion, Evion, Livogen and Concor continued their contribution to the sales growth of the Merck SeronoDivision, many of them recording double digit growth. Over all the growth rate was double that of the market growth in year 2013.

Concor continues to attain double digit growth of 28% in year 2013. The set up of a dedicated sales and marketing team in year 2009, continues to bear its recurring fruits due to therapeutic thrust and focus. Concor has scaled up from 6th position in 2012 to be the 3rd position in 2013, in the Beta-blocker therapeutic segment.

Carbophage, a Metformin formulation from the house of the original discovery of Merck Group, continued the healthy double digit growth (2013 : 46%) and is now at the 8th position (2012 : 10th) in the Anti Diabetic therapeutic segment.

In the haematinic therapeutic segment, Livogen has registered 17% growth over year 2012. The Women’s Health business field in year 2013, further focused on pregnancy support areas.

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 (particularly Polybion, and Evion) and to address life cycle management with new product launches, like Dvion which was well accepted. 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.

In 2013, the Merck Serono division implemented a multi-channel marketing (MCM) process which institutionalises the use of social media, online initiatives, webinars, and SMS campaigns. This new process facilitates to reach out to medical practitioners both in concentrated metro areas and in rural towns. This MCM process complements the traditional sales and marketing avenues such as field force and also helps to reach the younger generation of medical practitioners who are now using internet and digital media to access their medical information.

Consumer Health Care Division:

Consumer Health Care division accounted for 8% of the Total Company’s turnover, registering a growth of 17% over year 2012.

In the cough and cold category, consumer health has its presence through ‘Nasivion’ which is one of the leading brands in the category. The brand has also seen organic expansion within the nasal decongestant spray’s segment with the launch of Nasivion Advance, which is an innovative formulation having Menthol and Aloe vera, and in the anti-allergy segment with the launch of Nasivion Allergy tablets. Both the new launches have been successful in garnering additional market share for the brand and accelerating the overall growth.

Everyday Health Protection and Women and Children Health categories are being represented by the growing brands : Seven Seas and Maxepa. Seven Seas has shown a strong double digit growth and has captured significant market share in the year 2013, while Maxepa has maintained its position in the top 5 brands of Omega 3 supplements in India.

The local brand Electrobion has seen strong growth of 43%, due to focused approach of sales, along with trade support. Electrobion’s performance has been faster than the overall market growth of 2013 in the Oral Rehydration Salts category.

The division aims to grow further by adding line extensions on key brands by making a foray into participated segments and leveraging the local and global R and D capabilities.

Pharma Exports:

With Merck Group prevalent in more than 67 countries worldwide, the ability to export remains rather limited. However, the Company exports to some Asian and African countries, the major being Sri Lanka, Nepal, Lebanon, Kenya, Libya, among others. Pharma exports grew by 1% in the year 2013, and contributed 5% to total Pharma Segment sales. The major growth came from African region.

Chemicals Segment:

The Chemicals segment sales turnover grew by 12% in year 2013, to achieve Rs. 2387.100 million as against Rs. 2,123.900 million in year 2012. The Chemicals comprises two divisions: i.e. Pharma Chem Solutions and Performance Materials.

The Chemical segment results for the year 2013 fell over previous year, mainly due to inability to pass on the increased costs to customers.

Pharm Chem Solutions:

The Pharm Chem Solutions division, as evident from the name, offers products and solutions for Pharma and Bio-pharma 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 Growth in Generic Exports and the need for regulatory compliance has driven the sales of this division above average industry growth. In addition, the Company enjoys the confidence and trust as a partner to the industry through its initiatives to advise the industry on latest regulatory trends.

Performance Materials:

Performance Materials division is mainly into the business of ‘Effect’ Pigments for the Automotive, Cosmetics, plastics printing and Security Industry and basket of ‘Actives’ for the Cosmetics Industry in addition to the Functional Pigments. This division has globally and locally undergone a structural change and the ‘Taizhu’ Pigments facility in China was shut down.

In the backdrop of sluggish automotive industrial growth, coupled with discontinuation of ‘Taizhu’ material, average industrial growth in the economy and stiff local competition the sales and marketing team of Pigments business put in excellent efforts in project based selling, to ensure a respectable growth over year 2012.

STATEMENT OF UNAUDITED RESULT FOR THE QUARTER AND NINE MONTHS ENDED 30^TH SEPTEMBER, 2014

(Rs. In Millions)

Particulars	Three months ended		Year ended
	30.09.2014	30.06.2013	30.09.2013
	Unaudited	Unaudited	Unaudited
Income from Operations
(a) Net sates/income from operations (Net of excise duty)	2142.990	2326.480	6340.990
(b) Other Operating Income	67.109	60.404	193.130
Total income from operations (net)	2210.099	2386.884	6534.120
Expenses
(a) Cost of materials consumed	780.629	732.796	2215.449
(b) Purchases of stock-in trade	325.207	363.112	1093.757
(c) Changes in inventories of finished goods. work-in-progress and stock in trade	(139.363)	82.760	(303.516)
(d) Employee benefits expense	307.236	271.365	846.963
(e) Depreciation and Anmortisation Expenses	28.879	31.338	91.262
(f) Other Expenses	693.038	636.552	2096.656
Total expenses	1995.626	2117.923	6040.571
Profit/ (Loss) from operations before other Income, finance costs and exceptional Items	214.473	268.961	493.549
Other Income	50.893	47.357	148.335
Profit/ (Loss) from operations before other income, finance costs and exceptional items	265.366	316.318	641.884
Finance Costs	0.000	0.000	0.000
Profit/ (Loss) from ordinary activities after finance cost but before exceptional items	265.366	316.318	641.884
Exceptional items	0.000	0.000	0.000
Profit/ (Loss) from ordinary activities before tax	265.366	316.318	641.884
Tax expenses	89.530	106.335	220.497
Net Profit / (Loss) from ordinary activities after tax	175.836	209.983	421.387
Extraordinary item (net of tax expense)	0.000	0.000	0.000
Net Profit / (Loss) for the period	175.836	209.983	421.387
Paid up equity share capital (Face Value of Rs10/- each)	165.994	165.994	165.994
Reserve excluding Revaluation Reserve as per Balance Sheet of previous accounting year	0.000	0.000	0.000
Earnings per share (before extraordinary items) of Rs.10/- each (not annualised):
(a) Basic	10.59	12.65	25.39
(b) Diluted	10.59	12.65	25.39
Earnings per share (after extraordinary items) of Rs.10/- each (not annualised)
(a) Basic	10.59	12.65	25.39
(b) Diluted	10.59	12.65	25.39
PARTICULARS OF SHAREHOLDING
Public Shareholding
- Number of shares	8000158	8000158	8000158
- Percentage of shareholding	48.20	48.20	48.20
Promoters and Promoter group shareholding
a) Pledged / Encumbered
- Number of shares	---	---	---
- Percentage of shares (as a % of the total shareholding of Promoter & Promoter group)	---	---	---
- Percentage of shares (as a % of the total Share Capital of the Company)	---	---	---
b) Non Encumbered
- Number of shares	8599224	8599224	8599224
- Percentage of shares (as a % of the total shareholding of Promoter & Promoter group)	100	100	100
- Percentage of shares (as a % of the total Share Capital of the Company)	51.80	51.80	51.80

INVESTOR COMPLAINTS	3 Months ended 30.09.2014
Pending at the beginning of the quarter	NIL
Received during the quarter	NIL
Disposed of during the quarter	NIL
Remaining unresolved at the end of the quarter	NIL

SEGMENT WISE REVENUE RESULTS AND CAPITAL EMPLOYED

(Rs. In Millions)

Particulars	Three months ended		Year ended
	30.09.2014	30.06.2014	30.09.2014
	Unaudited	Unaudited	Unaudited
Segment Revenue
(a) Pharmaceuticals	1533.974	1642.765	4410.843
(b) Chemicals	701.260	796.673	2247.807
Total	2235.234	2439.438	6658.650
Less: Inter-Segment revenue	25.135	52.554	124.530
Net Sales I Income from Operations	2210.099	2386.884	6534.120
Segment Results Profit I (Loss) (before tax, finance cost and exceptional items) from Segment
(a) Pharmaceuticals	157.937	261.660	360.871
(b) Chemicals	122.685	123.492	323.081
Total	280.622	385.152	683.952
Less:
Other un-allocable expenditure net off un-allocable income l expenditure	15.256	68.834	42.068
Total Profit(Loss) before Tax	265.366	316.318	641.884
Segment Capital employed
(a) Pharmaceuticals	1493.251	1391.821	1493.251
(b) Chemicals	1839.850	1649.761	1839.850
(c) Unallocated	2318.586	2434.269	2318.586
Total Segment Capital Employed	5651.687	5475.851	5651.687

Notes:

1. The above results have been reviewed by the Audit Committee and thereafter approved by the Board of Directors at its meeting held on 13 November 2014. The above results were subjected to a "Limited Review" by the Statutory Auditors.

2. Figures for the previous quarter/ period have been re-grouped/re-arranged wherever necessary.

FIXED ASSETS

Tangible Assets

• Freehold Land
• Buildings and Flats
• Plant and Machinery
• Hardware
• Furniture and Fixtures
• Vehicles
• Office Equipment

Intangible Assets

• Brands/Trademarks
• Computer Software

PRESS RELEASE

April 23, 2014

MERCK ANNOUNCES WINNER OF SECOND MERCK-TAGORE AWARD TO PROMOTE CULTURAL EXCHANGE BETWEEN INDIA AND GERMANY

• Prof. Dr. Pramod Talgeri, Vice-Chancellor, India International Multiversity, selected winner
• Merck-Tagore Award helps honour life and work of Rabindranath Tagore
• Award is granted by Goethe-Institut / Max Mueller Bhavan India

Kolkata, April 23, 2014 – Merck, the global pharmaceuticals and chemicals company, today announced Prof. Dr. Pramod Talgeri, Vice-Chancellor, India International Multiversity as the winner of the second Merck-Tagore Award. The Award, instituted in 2012, is granted every two years to a person who has made distinctive contributions in promoting cultural exchange between India and Germany. It is granted by Goethe-Institut / Max Mueller Bhavan India and represented by Goethe-Institut / Max Mueller Bhavan Kolkata.

Dr. Pramod Talgeri is an expert of German language and has contributed immensely to promoting the language at Jawaharlal Nehru University, New Delhi and the University, Central Institute of Englishand Foreign Languages (now EFLU), Hyderabad. He has been invited by various US, European and Asian universities as well as by the Maison des Sciences de L'Homme to deliver lectures on German literature and comparative literature. More recently, Dr. Talgeri was re-nominated by Prime Minister, Dr. Manmohan Singh, as member of the newly reconstituted high level Indo-German Consultative Group for policy planning of bilateral relations between India and Germany. It was his illustrious career and significant work that made Dr. Pramod Talgeri a unanimous choice of the second Merck-Tagore Award by a jury comprising a representative each of the Goethe-Institut / Max Mueller Bhavan India, the German Federal Foreign Office and Merck Limited [India].

Speaking on the occasion Dr. Frank Stangenberg-Haverkamp said, “Merck is proud to honour the cultural collaboration between India and Germany which was nurtured during the life and time of Tagore. The Merck family continues to have a keen interest in the rich heritage of these two countries and has strengthened its commitment to this cultural exchange.”

The promotion of literature has a strong tradition at Merck and today spans multiple countries across the world. In addition to the Merck-Tagore Award the company once a year grants the Johann Heinrich Merck Award together with the German Academy for Language and Poetry in Germany as well as the Premio Letterario in Italy. Starting this year, Merck will also award the Kakehashi literature prize in Japan, which will be granted every two years.

The association between Merck and Tagore, the internationally renowned Indian poet, philosopher and musician, goes back a long way when one of its family members, Elisabeth Wolff-Merck, translated the play ‘Chitra’ by Rabindranath Tagore into German. Moreover, Kurt Wolff (husband of Elisabeth Wolff-Merck) owned the Kurt Wolff Verlag, which started publishing Tagore’s works in 1914; making the writer known in Germany. In all, Kurt Wolff brought out over twenty Tagore volumes within eleven years (1914-1925) selling more than one million copies. Kurt Wolff’s publishing house worked on an eight-volume edition which was launched in 1921 and is well stocked in the antiquarian bookshops even today. Back then, though this edition created a furore about Tagore’s works, only a fraction of the poet’s works became accessible to the public.

Dr. Claus-Dieter Boedecker added, “The Merck-Tagore Awards is a testament to the exemplary cultural relationship between India and Germany. Dr. Pramod Talgeri’s efforts to promote bilateral interests between Germany and India ranging from higher education, trade to culture made him an obvious choice as this year’s recipient. I believe the Awards will allow us to continually foster greater, mutual admiration between India and Germany for the liberal and cultural arts”.

Mr. Friso Maecker, Director, Goethe-Institut / Max Mueller Bhavan Kolkata, said “It is with great pleasure that we are presenting the second edition of the Merck-Tagore Awards. This recognition transcends geographic boundaries and creates a deeper understanding between Germany and India. The Goethe-Institut / Max Mueller Bhavan in India has been committed to promote mutual cultural understanding for the past fifty years. Just like Rabindranath Tagore, one of the greatest ‘cultural ambassadors’ to his nation, we believe in exchange and follow his footsteps in bringing together Indian and German artists and intellectuals, present contemporary German culture to foster the Indo-German cooperation.

About Merck

Merck is a leading company for innovative and top-quality high-tech products in the pharmaceutical and chemical sectors. With its four divisions Merck Serono, Consumer Health, Performance Materials and Merck Millipore, Merck generated total revenues of EUR 11.1 billion in 2013. Around 38,000 Merck employees work in 66 countries to improve the quality of life for patients, to further the success of customers and to help meet global challenges. Merck is the world’s oldest pharmaceutical and chemical company – since 1668, the company has stood for innovation, business success and responsible entrepreneurship. Holding an approximately 70 percent interest, the founding family remains the majority owner of the company to this day. Merck, Darmstadt, Germany is holding the global rights to the Merck name and brand. The only exceptions are Canada and the United States, where the company is known as EMD.

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.62.15
UK Pound	1	Rs.94.24
Euro	1	Rs.73.29

INFORMATION DETAILS

Information Gathered by :	SVA
Analysis Done by :	RAS
Report Prepared by :	PNM

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	8
PAID-UP CAPITAL	1~10	7
OPERATING SCALE	1~10	8
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	8
--PROFITABILITY	1~10	7
--LIQUIDITY	1~10	7
--LEVERAGE	1~10	7
--RESERVES	1~10	7
--CREDIT LINES	1~10	7
--MARGINS	-5~5	---
DEMERIT POINTS
--BANK CHARGES	YES/NO	NO
--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
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		66

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.