Attachment 1

 

Report Update On

1st October, 2001

 

 

Report on

AHP MANUFACTURING BV

 

 

Registered Office

New No. 68, Old No. 40, Landons Road, Kilpauk, Chennai – 600 010, Tamilnadu, INDIA

 

 

Tel. No.

91-44-5329099 / 6415203 / 5329005

Fax No.

91-44-6415210

E-Mail

vikram_pn@vsnl.net

Website

http://www.ahp.com

 

 


Attachment 2

 

SUMMARY

 

 

Incorporated

1998

Status

Good

 

 

 

 

Registration No.

 

Chief Executive

Mr. David D. Brown

 

 

 

 

Capital (Rs.)

 

Payments

Regular

 

 

 

 

Sales (US$)

6.0 millions

Litigation

--

 

 

 

 

Net Worth

 

Banking Reputation

Satisfactory

 

 

 

 

No. of Employees

125

Auditors

 

 

 

 

 

Credit Rating

Ba (See attachment 3)

 

 

 

INDUSTRY

 

 

************************

 

HISTORY

 

Subject is a division of AHP Inc., U.S.A. It has commenced distribution activities in India from November 1998.

 

Fort Dodge was founded in 1912 and was acquired by American Home Products in the year 1945.

 

American Home Products Corporation, headquartered in Madison, New Jersey, is one of the largest research-based pharmaceutical and health care product companies in the world. AHP is a world leader in research and development, spending about $1.7 billion in overall research and development in 2000. With annual sales of $13.3 billion in 2000 and operations in more than 100 countries, AHP is truly a global health care leader.

 

AHP is comprised of WYETH; Genetics Institute (a subsidiary of WYETH); Whitehall-Robins Healthcare; Fort Dodge Animal Health; Scientific Protein Laboratories, Inc.; and is the largest shareholder of Immunex Corporation.

 

IMPORTANT EXECUTIVES

 

Mr. David D. Brown

Country Manager – India

Mr. M V. Sudhakar

General Manager (Sales & Marketing) – India

Dr. Arvind Kumar

Product Manager – India

Mr. Vikram P. Narvekar

Finance Manager

 

CORPORATE GOVERNANCE

 

Board of Directors

 

John R. Stafford 1

Clifford L. Alexander,Jr. 2,4

Frank A. Bennack, Jr.1,3,5

Richard L. Carrión 3,5

Robert Essner 1

John D. Feerick 2,3

John P. Mascotte 2,3,5

Mary Lake Polan, M.D., Ph.D. 2,4

Ivan G. Seidenberg 1,4,5

Walter V. Shipley 3,5

John R. Torell III 2,4

 

Directors Emeriti

 

John W. Culligan

William F. Laporte

 

PRINCIPAL CORPORATE OFFICERS

 

John R. Stafford 6,7,8

Robert Essner 6,7,8

Louis L. Hoynes, Jr. 6,7,8

L. Patrick Gage, Ph.D. 7

Kenneth J. Martin 6,7,8

David M. Olivier 6,7

Bernard J. Poussot 7

John B. Adams

Egon E. Berg

Bruce Fadem

Leo C. Jardot

Paul J. Jones 6,7

René R. Lewin 6,8

Thomas M. Nee 6,8

Jack M. O'Connor

Marily H. Rhudy

Lawrence V. Stein

Steven A. Tasher

Justin R. Victoria

Eileen M. Lach

 

BUSINESS

 

Subject acts as manufacturers and distributors of animal health products vaccine.

 

They sell in India through C&F agents and dealer network with a tight spun sales force.

 

Subject does not export its products.

 

However, it imports Animal Health Products from America, The Netherlands and other branches all over the world.

 

The production capacity details could not be available, as they get their products mainly from the parent company.

 

Today, Fort Dodge Animal Health has approximately 4,000 employees worldwide: 1,700 employees in North America (150 at the headquarters in Overland Park, Kansas), 1,900 international employees, and 400 employees in research and development in New Jersey.


The division established its worldwide headquarters in Overland Park, Kansas, in 1995. The move to the Kansas City suburb followed the acquisition of the American Cyanamid Company and Syntex Animal Health, and allowed the company to centralize its rapidly growing operations.


In addition to the worldwide headquarters located in Overland Park, Kansas, Fort Dodge Animal Health has global biological facilities in Fort Dodge, Iowa; Charles City, Iowa; Campinas, Brazil; Sligo, Ireland; Weesp, Netherlands; Olot, Spain; Glenorie, Australia; and Penrith, Australia. Global pharmaceutical facilities are located in Fort Dodge, Iowa; Charles City, Iowa; Varela, Argentina; Olot, Spain; Catania, Italy; Bulsar, India; and Hsinchu, Taiwan.

 

While visiting the office of the subject, the following observations were carried on :

 

K                 Name Board of the subject could be sighted and the visibility of the name board is high.

K                 Subject office is easy to locate and is situated in an residential premises close to Ega Theatre Complex and Police Head Quarters, Chennai.

K                 Subject operates from a office area of approximately 50,000 sq. fts., which is worth Rs.50.0 millions.

K                 Subject office is situated in an upmarket ares.

K                 Items such as Telephone, Fax Machine, Computers, Air Conditioners, Office Equipments, Xerox Machine, etc. could be easily sighted in the office premises.

 

Subject is reported to employ around 125 persons comprising of 25 persons in office and 100 persons in factory.

 

SISTER CONCERNS

 

Nil in India

 

BANKERS

 

K                 Citibank, Chennai, Tamilnadu, India

 

FINANCIAL INFORMATION

 

The parent company's latest financial information for the period ended 31st December, 2000 is enclosed herewith.

 

Subject’s annual turnover comes to around US$ 6 millions.

 

COMMENTS

 

Subject is a part of AHP (American Health Products), U.S.A.

 

Available information indicates high financial responsibility of the subject. Payments are correct and as per commitments.

 

Your proposed business dealings of US$ 91,000 can be considered against D/A, D/P or Open Account trade terms.

 


ABRIDGED BALANCE SHEET AS ON 31ST DECEMBER, 2000

[figures are in thousands except per share amounts]

 

December 31,

2000

1999

 

 

 

Assets

 

 

Cash and cash equivalents

$ 2,644,306

$ 1,892,715

Marketable securities

341,031

520,587

Accounts receivable less allowances (2000 - $144,150 and 1999 - $141,759)

2,740,272

 

2,389,863

 

Inventories

1,531,727

1,607,960

Net assets-discontinued business held for sale

-

4,192,346

Other current assets including deferred taxes

2,923,475

1,781,307

 


Total Current Assets

10,180,811

12,384,778

Property, plant and equipment:

 

 

Land

149,810

135,013

Buildings

2,694,612

2,598,890

Machinery and equipment

3,510,529

3,269,793

Construction in progress

1,223,282

389,252

 


 


7,578,233

6,392,948

Less accumulated depreciation

2,543,409

2,274,771

 


 


5,034,824

4,118,177

Goodwill and other intangibles, net of accumulated amortization
(2000-$1,739,368 and 1999 -$1,667,711)

4,052,410

4,823,309

Other assets including deferred taxes

1,824,421

1,797,492

 


Total Assets

$21,092,466

$23,123,756

 


Liabilities

 

 

Loans payable

$ 58,717

$ 1,880,816

Trade accounts payable

595,233

562,679

Accrued expenses

8,831,459

3,809,525

Accrued expenses

256,650

227,363

 


Total Current Liabilities

9,742,059

6,480,383

Long-term debt

2,394,790

3,606,423

Other noncurrent liabilities

5,226,495

5,925,313

Accrued post-retirement benefits other than pensions

911,029

896,890

 


Stockholders' Equity

 

 

$2.00 convertible preferred stock, par value $2.50 per share; 5,000,000 shares authorized

55

61

Common stock, par value $0.33 1/3 per share; 2,400,000,000 shares authorized (outstanding shares: 2000-1,311,774,000 and
1999-1,303,916,000)

437,258

434,639

Additional paid-in capital

3,952,457

3,392,705

Retained earnings (accumulated deficit)

(899,118)

3,000,827

Accumulated other comprehensive loss

(672,559)

(613,485)

 


Total Stockholders' Equity

2,818,093

6,214,747

 


Total Liabilities and Stockholders' Equity

$21,092,466

$23,123,756

 


CONSOLIDATED STATEMENT OF OPERATIONS

[in thousands except per share amounts]

 

Years Ended December 31,

2000

1999

1998

 

 

 

 

Net Revenue

$13,262,754

$11,881,196

$11,268,570

 


Cost of goods sold

3,269,418

3,022,556

2,843,185

Selling, general and administrative expenses

5,032,548

4,388,265

4,209,162

Research and development expenses

1,687,889

1,587,505

1,475,862

Interest expense, net

57,562

213,866

207,157

Other income, net

(161,039)

(255,697)

(285,848)

Gains on sales of business and Immunex common stock

(2,061,204)

 

-

 

(592,084)

 

Termination fee

(1,709,380)

-

-

Litigation charges

7,500,000

4,750,000

-

Goodwill impairment

401,000

-

-

Special charges

347,000

82,000

321,200

 


Income (loss) from continuing operations before federal and foreign taxes

(1,101,040)

 

(1,907,299)

 

3,089,936

 

Provision (benefit) for federal and foreign taxes

(200,000)

 

(700,056)

 

937,592

 

 


Income (Loss) from Continuing Operations

(901,040)

(1,207,243)

2,152,344

Discontinued operations:

 

 

 

Income (loss) from operations of discontinued agricultural products business (including federal and foreign taxes of $57,289, $1,551 and $173,530 for 2000, 1999 and 1998, respectively)

103,346

(19,878)

321,994

Loss on disposal of agricultural products business (including federal and foreign tax charges of $855,248)

(1,572,993)

-

-

 


Income (Loss) from Discontinued Operations

(1,469,647)

 

(19,878)

 

321,994

 

Net Income (Loss)

$(2,370,687)

$ (1,227,121)

$ 2,474,338

 


Basic Earnings (Loss) per Share from Continuing Operations

$ (0.69)

$ (0.92)

$ 1.64

Basic Earnings (Loss) per Share from Discontinued Operations

(1.12)

 

(0.02)

 

0.24

 

Basic Earnings (Loss) per Share

$ (1.81)

$ (0.94)

$ 1.88

 


Diluted Earnings (Loss) per Share from Continuing Operations

$ (0.69)

 

$ (0.92)

 

$ 1.61

 

Diluted Earnings (Loss) per Share from Discontinued Operations

(1.12)

 

(0.02)

 

0.24

 

 


Diluted Earnings (Loss) per Share

$ (1.81)

(0.94)

$ 1.85

 


Attachment 3

 

 

SCORE SHEET

 

SCORE

CREDIT 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. Maybe drawn to slightly difficult position as unfavourable conditions arise. Minimal assurance for timely payment on interest and principal sums

Moderate

26-40

B

Unfavourable & favourable factors carry similar weight in credit consideration. Capability to overcome financial difficulties seems comparatively limited or considered not known. Capability to pay both interest and principal sums is doubtful

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

 


Attachment 4

 

ACKNOWLEDGEMENT

 

Dear Sir/Madam,

 

As part of our control system, please fax/email us this note upon receipt of this report. If we do not receive the acknowledgement within 24 hours, we will assume that our report meets your requirement. If you have any suggestion to help us improve our reports and services, please do not hesitate to let us know.

 

Thank you.

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To           : MIRA INFORM PRIVATE LIMITED

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Company’s Stamp & Signature