MIRA INFORM REPORT

Report No. :	325957
Report Date :	06.06.2015

IDENTIFICATION DETAILS

Name :	CLARIS LIFESCIENCES LIMITED (w.e.f. 31.03.1999)

Formerly Known As :	ORACLE LABORATORIES LIMITED

Registered Office :	Claris Corporate Headquarters, Near Parimal Crossing, Ellisbridge, Ahmedabad – 380006, Gujarat
Tel. No.:	91-79-26563331/ 66309330

Country :	India

Financials (as on) :	31.03.2015 (15 Months)

Date of Incorporation :	19.07.1994

Com. Reg. No.:	04-22543

Capital Investment / Paid-up Capital :	Rs.545.678 Million

CIN No.: [Company Identification No.]	L85110GJ1994PLC022543

TAN No.: [Tax Deduction & Collection Account No.]	AHMC00478C

Legal Form :	A Public Limited Liability Company. The Company’s Shares are Listed on the Stock Exchanges.

Line of Business :	Manufacturer of Drugs and Pharmaceuticals.

No. of Employees :	Information declined by the management

RATING & COMMENTS

MIRA’s Rating :

A (68)

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 Limits :	USD 25000000

Status :	Good

Payment Behaviour :	Regular

Litigation :	Clear

Comments :	Subject is a well-established company having fine track record. The rating reflects company’s healthy financial risk profile marked by adequate liquidity position and sound profitability margins of the company Trade relations are reported as fair. Business is active. Payments are reported to be regular and as per commitment. 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.

ECGC Country Risk Classification List – March 31, 2015

Country Name

Previous Rating

(31.12.2014)

Current Rating

(31.03.2015)

India

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

EXTERNAL AGENCY RATING

Rating Agency Name	FITCH
Rating	Long Term Issuer Rating A
Rating Explanation	Adequate degree of safety and low credit risk.
Date	20.03.2015

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 31-03-2013.

INFORMATION DECLINED BY

Name :	Mr. Samir Shah
Designation :	Divisional Business Manager
Contact No.:	91-9099973764
Date :	03.06.2015

LOCATIONS

Registered/ Corporate Office/ Global Headquarters :	Claris Corporate Headquarters, Near Parimal Crossing, Ellisbridge, Ahmedabad – 380006, Gujarat, India
Tel. No.:	91-79-26563331/ 66309330
Fax No.:	91-79-26408053/ 26565879/ 26408055
E-Mail :	claris@clarislifesciences.com intl.corp@clarislifesciences.com crcproducts.corp@clarislifessciences.com crf@clarislifesciences.com kirit.kanjaria@clarislifesciences.com secretarial.corp@clarislifesciences.com
Website :	http://www.clarislifesciences.com

Head Office :	Corporate Towers, A-3, “Sangeeta”, Near Parimal Crossing, Ellisbridge, Ahmedabad – 380 006, Gujarat, India
Tel. No.:	91-79-26563331
Fax No.:	91-79-26408053/ 26565879/ 26408055
E-Mail :	claris@clarislifesciences.com intl.corp@clarislifesciences.com crcproducts.corp@clarislifessciences.com crf@clarislifesciences.com kirit.kanjaria@clarislifesciences.com
Website:	http://www.clarislifesciences.com

Factory 1 :	A-3, “Sangeeta”, Near Parimal Crossing, Ellisbridge, Ahmedabad – 380 006, Gujarat

Factory 2 :	Village: Chacharwadi, Vasna, Taluka Sanand, Ahmedabad-382213, Gujarat, India

Overseas Office :
Address:	Claris Lifesciences AG Fal Consulting Seestrasse 5, CH-6030 CHAM, Switzerland
Tel No.:	91-41-41-7808766
Fax No.:	91-41-56-6228257
E-Mail :	falego@cs.com

Address:	16, Malaya Dmitrovka Street, Moscow, Russia
Tel No.:	91-7-095-2996610
Fax No.:	91-7-095-2999695

Address:	Zeus Lifesciences Limited Rua Estados Unidos, 242, CEP 01427-00, Jardim America, Sao Paulo, Brazil
Tel No.:	91-55-11-38847263
Fax No.:	91-55-11-30517888
E-Mail :	zeuslife@uol.com.br

Address:	Claris Lifesciences Kazakhstan Limited Kazakhstan, Almaty, Republican Square, 15
Tel No.:	91-32-72-306363 / 308251
Email:	intl.kazath@clarislifesciences.com

Address:	13 Pushkin Street, Ground Floor, Opposite Central Mosque, Almaty, Republic of Kazakhstan
Tel No.:	91-7-3272-583193/ 583194
Fax No.:	91-7-3272-583195

Regional Office:	Located at:- USA and Canada UK and Europe Latin America China CIS Asia Middle East Africa Australia

DIRECTORS

As on 31.12.2013

Name :	Mr. Surrinder Lal Kapur
Designation :	Chairman and Independent Director

Name :	Mr. Arjun Sushilkumar Handa
Designation :	Managing Director and Chief Executive Officer
Address :	"Sharanya" Judges Bunglow Road. Vastrapur, Bodakdev, Ahmedabad- 380054, Gujarat, India
Date of Birth/Age :	30.09.1979
Date of Appointment :	19.02.2001

Name :	Mr. Aditya Sushilkumar Handa
Designation :	Director
Address :	"Sharanya" Judges Bunglow Road. Vastrapur, Bodakdev, Ahmedabad- 380054, Gujarat, India
Date of Birth/Age :	14.03.1985
Date of Appointment :	13.06.2006

Name :	Mr. Chetankumar Satyendra Majumdar
Designation :	Director
Address :	B-201, Suryaketu Tower, Near Sambhav Press, Judges Bungalow Road, Bodakdev, Ahmedabad 380 054, Gujarat, India
Date of Birth/Age :	16.06.1952
Date of Appointment :	02.10.2003

Name :	Mr. Chandrasingh Purohit
Designation :	Whole Time Director
Address :	17. Rajvi Emeralds, Nr. Gala Gymkhana, Bopal, Ahmedabad – 380054, Gujarat, India
Date of Birth/Age :	15.09.1973
Date of Appointment :	03.07.2009

Name :	Mr. T V Ananthnarayanan
Designation :	Director
Address:	1/183, Kankam, East Coast Road, Koltivakka, Chennai-600041, Tamilnadu, India
Date of Birth/Age:	28.03.1950
Date of Appointment:	28.01.2008

Name :	Mr. Anup P Shah
Designation :	Additional Independent Director

KEY EXECUTIVES

Name :	Mr. Kirit Kanjaria
Designation :	VP-Company Secretary and Compliance Officer

Name :	Mr. Modi
Designation :	Accounts Manager

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 31.03.2015

Category of Shareholder	No. of Shares	Percentage of Holding
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Bodies Corporate	33281964	60.99
Sub Total	33281964	60.99
(2) Foreign
Total shareholding of Promoter and Promoter Group (A)	33281964	60.99
(B) Public Shareholding
(1) Institutions
Financial Institutions / Banks	8248	0.02
Foreign Institutional Investors	7622790	13.97
Foreign Venture Capital Investors	6159267	11.29
Qualified Foreign Investor	150988	0.28
Sub Total	13941293	25.55
(2) Non-Institutions
Bodies Corporate	1121066	2.05
Individuals
Individual shareholders holding nominal share capital up to Rs. 0.100 Million	3276021	6.00
Individual shareholders holding nominal share capital in excess of Rs. 0.100 Million	835603	1.53
Qualified Foreign Investor	1476051	2.70
Any Others (Specify)	1078227	1.98
Clearing Members	299706	0.55
Non Resident Indians	336061	0.62
Clearing Members	106989	0.20
Non Resident Indians	335471	0.61
Sub Total	7344508	13.46
Total Public shareholding (B)	21285801	39.01
Total (A)+(B)	54567765	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)	54567765	0.00

BUSINESS DETAILS

Line of Business :

Manufacturer of Drugs and Pharmaceuticals.

Products :

Products Description

Item Code No.

Injectables

300320

Infusions

300320

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 :

Information declined by the management

Bankers :

Canara Bank
Indian Overseas Bank
Punjab National Bank
Andhra Bank
Allahabad Bank
Central Bank of India
Vijaya Bank
Barclays Bank Plc

Facilities :

(Rs. In Million)

Secured Loan

As on

31.03.2015

(15 Months)

As on

31.12.2013

Long Term Borrowings

External Commercial Borrowing-in Foreign Currency (a)

0.000

Rupee term loans (a)

1137.997

Vehicle Loans (c)

0.687

Loans from others

Rupee term loan from a Finance Company (a)

129.391

Vehicle Loan from Finance Companies (c)

0.219

Short Term Borrowings

Cash Credit accounts (b)

830.587

Buyers' Credit (b)

224.078

Total

2322.959

Notes :

a. Term Loans are secured by first pari passu charge by hypothecation of specified moveable fixed assets, mortgage over immovable fixed assets and second pari passu charge over stocks, receivables and specified immovable properties in favor of the Banks.

b. Cash Credit Accounts and buyers' credit are secured by first pari passu charge by hypothecation of all current assets of the Company (present and future); second pari passu charge by hypothecation of movable fixed assets (present and future), by mortgage on specified immovable fixed assets of the Company (present and future) and by first pari passu charge through equitable mortgage on specified immovable property of the Company.

c. The term loan is secured by first and exclusive charge over the immovable and movable assets of Solar Plant located at Modasa.

d. Vehicle loans from banks and finance companies are secured by hypothecation of respective vehicles.

e. The terms of repayment of term loans and other loans :

Particulars	Rs. In Million	Principal terms
Rupee term loans	1376.992	Repayable in equated quarterly installments of Rs. 60.151 Million
	2,43.000	Repayable in equated monthly installments of Rs. 8.333 Million
Vehicle Loans	3.164	Repayable in equated monthly installments of Rs. 0.188 Million

Auditors :
Name :	Deloitte Haskins and Sells Chartered Accountants
Address :	Heritage, 3^rd Floor, Near Gujarat Vidyapeeth, Off. Ashram Road, Ahmedabad – 380014, Gujarat, India

Subsidiary Companies :	Claris Lifesciences Venezuela C. A Claris Produtos Farmaceuticos Do Brasil Limitada PT. Claris Lifesciences Indonesia Claris Lifesciences Colombia Limitada iCubix Infotech Limited Catalys Venture Cap Limited Claris Lifesciences International Limited Claris Lifesciences Philippines Inc Claris Lifesciences De Mexico SA de CV Claris Lifesciences (UK) Limited Claris Lifesciences (Aust) Pty. Limited Claris Lifesciences Inc. Claris Lifesciences & CIA Chile Limitada OGEN Nutrition Limited Claris Infrastructure Limited Claris Pharmaservices Claris SteriOne Claris Otsuka Limited (upto July 31, 2013)

Associate Company	Claris Otsuka Limited (from August 1, 2013)

Companies over which Key Management Personnel and their relatives are able to exercise significant influence	Sarjan Financial Private Limited Medical Technologies Limited

CAPITAL STRUCTURE

As on 31.03.2015

Authorised Capital : 1205.100 Million

Issued, Subscribed & Paid-up Capital : 545.678 Million

As on 31.12.2013

Authorised Capital :

No. of Shares	Type	Value	Amount

120510000	Equity Shares	Rs.10/-each	Rs.1205.100 Million

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount

63817765	Equity Shares	Rs.10/- each	Rs.638.178 Million

Reconciliation of number of equity shares outstanding at the beginning and at the end of the reporting year :

Names of Shareholders	No. of Shares
As at beginning of the year	63817765
Add: Issued during the year	-
Outstanding at the end of the year	63817765

Rights, Preferences and Restrictions attached to equity shares

The Company has one class of equity shares having a par value of Rs.10 per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the company after distribution of all preferential amounts in proportion to their shareholding

Shareholders holding more than 5% of total equity shares

Names of Shareholders	No. of Shares	Percentage of Holding
Athanas Enterprise Private Limited	31580679	49.49%
First Carlyle Ventures III	7111095	11.14%
Abellon Energy Limited	6844532	10.73%

Details of bonus shares issued during last five years

Names of Shareholders	No. of Shares

Equity shares allotted as fully paid-up shares of Rs.10 each for a consideration other than cash pursuant to capitalization of securities premium account during the financial year ended December 31, 2010	17061763

FINANCIAL DATA

[all figures are in Rupees Million]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.03.2015 (15 Months)	31.12.2013	31.12.2012
I. EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	545.678	638.178	638.178
(b) Reserves & Surplus	8030.036	8863.140	8723.913
(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)	8575.714	9501.318	9362.091

(3) Non-Current Liabilities
(a) long-term borrowings	143.168	1268.294	2989.466
(b) Deferred tax liabilities (Net)	27.257	589.685	716.699
(c) Other long term liabilities	0.000	0.000	13.353
(d) long-term provisions	25.061	59.112	88.125
Total Non-current Liabilities (3)	195.486	1917.091	3807.643

(4) Current Liabilities
(a) Short term borrowings	226.576	1054.665	2003.767
(b) Trade payables	956.433	1031.721	1004.521
(c) Other current liabilities	2687.654	2928.217	1668.410
(d) Short-term provisions	46.084	900.993	196.579
Total Current Liabilities (4)	3916.747	5915.596	4873.277

TOTAL	12687.947	17334.005	18043.011

II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	401.025	5031.623	8047.399
(ii) Intangible Assets	0.000	19.650	0.000
(iii) Capital work-in-progress	0.000	1732.926	1742.679
(iv) Intangible assets under development	0.000	0.000	0.000
(b) Non-current Investments	192.696	186.062	166.562
(c) Deferred tax assets (net)	0.000	0.000	0.000
(d) Long-term Loan and Advances	88.772	951.019	1990.422
(e) Other Non-current assets	0.000	0.000	12.600
Total Non-Current Assets	682.493	7921.280	11959.662

(2) Current assets
(a) Current investments	3316.125	6088.199	0.000
(b) Inventories	0.000	392.532	1719.480
(c) Trade receivables	1518.499	1547.909	2479.354
(d) Cash and cash equivalents	442.412	891.285	1133.439
(e) Short-term loans and advances	1107.017	376.470	734.156
(f) Other current assets	5621.401	116.330	16.920
Total Current Assets	12005.454	9412.725	6083.349

TOTAL	12687.947	17334.005	18043.011

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2015 (15 Months)	31.12.2013	31.12.2012
	SALES
		Income	7022.216	6381.800	7180.138
		Other Income	963.177	404.953	121.315
		TOTAL (A)	7985.393	6786.753	7301.453

Less	EXPENSES
		Cost of Materials Consumed	761.628	1509.100	2178.021
		Purchases of Stock-in-Trade	3726.794	937.823	424.288
		Changes in inventories of finished goods, work-in-progress and Stock-in-Trade	(42.769)	(14.273)	(186.983)
		Employees benefits expense	666.150	472.487	492.281
		Other expenses	1247.507	1899.505	1959.479
		Exceptional Items	(52.303)	(150.598)	4.510
		TOTAL (B)	6307.007	4654.044	4871.596

Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		1678.386	2132.709	2429.857

Less	FINANCIAL EXPENSES (D)		310.440	521.012	649.124

	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		1367.946	1611.697	1780.733

Less/ Add	DEPRECIATION/ AMORTISATION (F)		295.756	579.611	717.944

	PROFIT BEFORE TAX (E-F) (G)		1072.190	1032.086	1062.789

Less	TAX (H)		(314.706)	219.901	318.627

	PROFIT AFTER TAX (G-H) (I)		1386.896	812.185	744.162

Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		4744.784	4688.557	4149.236

Less	APPROPRIATIONS
		Transfer to General Reserve		83.000	56.500
		Proposed Dividend		574.360	127.635
		Corporate tax on dividend		97.612	20.706
		Tax on Dividend of earlier year Reversed		0.986	0.000
	BALANCE CARRIED TO THE B/S			4744.784	4688.557

	EARNINGS IN FOREIGN CURRENCY
		FOB Value of Exports		3535.446	3378.760
		Operating Income		5.426	0.000
		Sales of Voluntary Carbon Reduction Units	NA	23.551	21.530
	TOTAL EARNINGS			3564.423	3400.290

	IMPORTS
		Raw Materials		658.806	673.184
		Purchase of goods traded in		8.413	46.379
		Packing Material		183.948	168.966
		Plant and Machinery		178.333	1368.755
		Stores and spares		3.201	11.538
	TOTAL IMPORTS			1032.701	2268.822

	Earnings Per Share (Rs.)		24.02	12.73	11.66

CURRENT MATURITIES OF LONG TERM DEBT DETAILS

Particulars

31.03.2015

(15 Months)

31.12.2013

31.12.2012

Current Maturities of Long term debt

354.862

427.712

Cash generated from operations

KEY RATIOS

PARTICULARS		31.03.2015 (15 Months)	31.12.2013	31.12.2012
Net Profit Margin (PAT / Sales)	(%)	19.75	12.73	10.36

Operating Profit Margin (PBIDT/Sales)	(%)	23.90	33.42	33.84

Return on Total Assets (PBT/Total Assets}	(%)	8.58	6.70	6.59

Return on Investment (ROI) (PBT/Networth)		0.13	0.11	0.11

Debt Equity Ratio (Total Debt /Networth)		0.04	0.28	0.58

Current Ratio (Current Asset/Current Liability)		3.07	1.59	1.25

STOCK PRICES

Face Value	Rs.10.00
Market Value	Rs.251.60

FINANCIAL ANALYSIS

[all figures are in Rupees Million]

DEBT EQUITY RATIO

Particular	31.12.2012	31.12.2013	31.03.2015 (15 Months)
	(Rs. In Million)	(Rs. In Million)	(Rs. In Million)
Share Capital	638.178	638.178	545.678
Reserves & Surplus	8723.913	8863.140	8030.036
Net worth	9362.091	9501.318	8575.714

long-term borrowings	2989.466	1268.294	143.168
Short term borrowings	2003.767	1054.665	226.576
Total borrowings	5420.945	2677.821	369.744
Debt/Equity ratio	0.579	0.282	0.043

YEAR-ON-YEAR GROWTH

Year on Year Growth	31.12.2012	31.12.2013	31.03.2015 (15 Months)
	(Rs. In Million)	(Rs. In Million)	(Rs. In Million)
Sales	7180.138	6381.800	7022.216
		(11.119)	10.035

NET PROFIT MARGIN

Net Profit Margin	31.12.2012	31.12.2013	31.03.2015 (15 Months)
	(Rs. In Million)	(Rs. In Million)	(Rs. In Million)
Sales	7180.138	6381.800	7022.216
Profit	744.162	812.185	1386.896
	10.36%	12.73%	19.75%

LOCAL AGENCY FURTHER INFORMATION

Sr. No.	Check List by Info Agents	Available in Report (Yes / No)
1]	Year of establishment	Yes
2]	Constitution of the entity Incorporation details	Yes
3]	Locality of the entity	Yes
4]	Premises details	No
5]	Buyer visit details	--
6]	Contact numbers	Yes
7]	Name of the person contacted	Yes
8]	Designation of contact person	Yes
9]	Promoter’s background	Yes
10]	Date of Birth of Proprietor / Partners / Directors	Yes
11]	Pan Card No. of Proprietor / Partners	No
12]	Voter Id Card No. of Proprietor / Partners	No
13]	Type of business	Yes
14]	Line of Business	Yes
15]	Export/import details (if applicable)	No
16]	No. of employees	No
17]	Details of sister concerns	Yes
18]	Major suppliers	No
19]	Major customers	No
20]	Banking Details	Yes
21]	Banking facility details	No
22]	Conduct of the banking account	--
23]	Financials, if provided	Yes
24]	Capital in the business	Yes
25]	Last accounts filed at ROC, if applicable	Yes
26]	Turnover of firm for last three years	Yes
27]	Reasons for variation <> 20%	--
28]	Estimation for coming financial year	No
29]	Profitability for last three years	Yes
30]	Major shareholders, if available	Yes
31]	External Agency Rating, if available	Yes
32]	Litigations that the firm/promoter involved in	--
33]	Market information	--
34]	Payments terms	No
35]	Negative Reporting by Auditors in the Annual Report	No

RESULTS OF OPERATIONS: (As on 31.12.2013)

During the financial year the Company’s income from net sales stood at Rs. 6583.755 Million as against Rs. 7627.234 Million in the previous year. As highlighted earlier, the previous year’s figures are not comparable in view of the divestment of Infusion business on July 31, 2013.

Their revenues from international markets stood at Rs. 4382.702 Million as compared to Rs. 4067.123 Million in previous financial year representing 66.57% of the net revenues as compared to 53.32 % of previous financial year.

EBITDA, PBT and PAT reached to Rs.2099.740 Million, Rs.1074.855 Million and Rs.844.097 Million respectively as against Rs.2751.029 Lacs, Rs.1357.812 Million and Rs.1039.112 Million respectively, in the previous year.

As a percentage of net sales, the EBITDA, PBT and PAT margins stood at 31.89%, 16.33% and 12.82% respectively in fiscal year 2013 compared to 36.07%, 17.80% and 13.62% respectively in the previous year.

The Company reported gain of Rs.150.598 Million on sale of it’s infusion business to Claris Otsuka Limited, the erstwhile wholly-owned subsidiary of the company.

Detailed analyses of the financials have been provided in the Management Discussion and Analysis which is a part of this Directors Report.

FURTURE OUTLOOK / GROWTH PLANS:

The Company will focus on its speciality generics injectables business and will target its next phase of growth through new product launches in international market, especially in the key Regulated Markets of US and European Union. The Company will increase its focus on development and launch of niche products targeted for the US and EU, the company intends to build a pipeline of 100 ANDAs for the US over the next three years, some of these products may also be acquired inorganically.

To meet the growing demands of Injectable products in the International Markets the company has commenced projects for capacity expansion to meet the growing demand of its products in the US and EU and to introduce new delivery systems. As part of the expansion process, two projects have been initiated for the year 2014, (i) packaging automation for the flagship plant Clarion 1, this will increase the overall capacities of the plant; and (ii) Installation of two manufacturing lines in Clarion 5, these lines will cater to Aseptic as well as Terminally Sterilised products and also have the capability to manufacture Lyophilised products.

MANAGEMENT DISCUSSION AND ANALYSIS

2014 M&A OUTLOOK

A recent survey by KPMG indicated 41% of the respondents felt that Mergers and Acquisitions would be most active in Healthcare, Pharamaceuticals and Life Sciences, this was second only to the TMT sector where 44% respondents felt would be the most active sector in M&A. Futher, more than 83% respondents felt that the US would be the most popular deal destination as large pharma companies seek out companies to enhance product basket & delivery systems, enter new revenue growth areas, expand customer base or seek cost efficiencies in regions where there is a distinct cost advantage as compared to US.

Larger corporations and PE funds are sitting on investable capital and feel positive about the current deal environment. Interest rates in the US are low and the economy is improving. Despite these positive factors the M&A has not been as active as expected in 2013. However deals are expected to pick up as companies seek to grow inorganically in 2014.

Financial Performance

The financial statements have been prepared in compliance with the requirements of the Companies Act, 1956 and Generally Accepted Accounting Principles (GAAP) in India. The revised Schedule VI of the Companies Act, 1956 has been adopted while preparing these statements, in accordance with the notification from the Ministry of Corporate Affairs.

During the period from Jan 1, 2013 to July 31, 2013, company operated in both Infusion & Specialty business, and subsequent to Joint Venture, it operated in specialty business only, thus current year financials are not comparable to the previous year.

INDEX OF CHARGES

S.No.	Charge ID	Date of Charge Creation/Modification	Charge amount secured	Charge Holder	Address	Service Request Number (SRN)
1	10459609	24/10/2013	150,000,000.00	TATA CAPITAL FINANCIAL SERVICES LIMITED	ONE FORBES,, DR. V. B. GANDHI MARG, FORT, MUMBAI, MAHARASHTRA - 400001, INDIA	B89298145
2	10168330	31/07/2013 *	3,354,100,000.00	CANARA BANK	PRIME CORPORATE BRANCH, 104, JYOTI COMMERCIAL COMP, NEAR SHYAMAL CROSS ROAD, SATELLITE, VEJALPUR, AHMEDABAD, GUJARAT - 380015, INDIA	B80627615
3	10129270	31/07/2013 *	3,354,100,000.00	CANARA BANK	PRIME CORPORATE BRANCH, 104, JYOTI COMMERCIAL COMP, NEAR SHYAMAL CROSS ROAD, SATELLITE, VEJALPUR, AHMEDABAD, GUJARAT - 380015, INDIA	B80629934

* Date of charge modification

FIXED ASSETS

· Freehold Land

· Buildings

· Improvement in Leasehold Property

· Plant and Machinery

· Electrical Instrument

· Furniture and Fixtures

· Other Equipments

· Vehicles

· Data Processing Equipments

· Computer Software

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.63.89
UK Pound	1	Rs.97.97
Euro	1	Rs.71.81

INFORMATION DETAILS

Information Gathered by :	MNJ

Analysis Done by :	KAR

Report Prepared by :	JYTK

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
--PROFITABILIRY	1~10	7
--LIQUIDITY	1~10	7
--LEVERAGE	1~10	8
--RESERVES	1~10	7
--CREDIT LINES	1~10	8
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	YES
--OTHER MERIT FACTORS	YES/NO	YES
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		68

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.

MIRA INFORM REPORT

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