MIRA INFORM REPORT
|
Report
Date : |
22.01.2007 |
IDENTIFICATION DETAILS
|
Name : |
ZYDEN
GENTEC LIMITED |
|
|
|
|
Formerly
Known As : |
OVERSEAS CAPITAL LIMITED |
|
|
|
|
Registered
Office : |
143/1, |
|
|
|
|
Country
: |
|
|
|
|
|
Financials
(as on) : |
31.03.2006 |
|
|
|
|
Date
of Incorporation : |
26.04.1994 |
|
|
|
|
Com.
Reg. No.: |
17-8284 |
|
|
|
|
CIN
No.: [Company
Identification No.] |
L67120RJ1994PLC008284 |
|
|
|
|
TAN
No.: [Tax
Deduction & Collection Account No.] |
JDHZ00071B |
|
|
|
|
PAN
No.: [Permanent
Account No.] |
AAACZ2189G |
|
|
|
|
Legal
Form : |
Public Limited Liability Company. Its Shares are listed in
the Stock Markets. |
|
|
|
|
Line
of Business : |
Subject is engaged in Financial Servicing |
RATING & COMMENTS
|
MIRA’s
Rating : |
B |
RATING |
STATUS |
PROPOSED CREDIT LINE |
|
|
26-40 |
B |
Unfavourable & favourable
factors carry similar weight in credit consideration. Capability to overcome
financial difficulties seems comparatively below average/normal. |
Small |
|
Maximum
Credit Limit : |
|
|
|
|
|
Status
: |
Moderate |
|
|
|
|
Payment
Behaviour : |
Slow but
correct |
|
|
|
|
Litigation
: |
Clear |
|
|
|
|
Comments
: |
Subject is an established company in leasing and finance
industry. Directors are reported as experienced and respectable businessmen.
Company’s profitability is low. It has some accumulated losses. Payments are
reported as slow but correct. The company can be considered for small business dealings
at usual trade terms and conditions, with slight caution, initially. |
LOCATIONS
|
Registered
Office : |
143/1, |
|
Tel.
No.: |
91-744-2390508 / 3291705 |
|
Fax
No.: |
91-744-2390667 / 2392196 |
|
Mobile
No.: |
91-9414182602 |
|
E-Mail
: |
|
|
Website
: |
|
|
|
|
|
Corporate
Office : |
8-2-268/1/D/A, Arora Colony, Road No. 3, Banjara Hills, |
|
Tel
No.: |
91-40-23551121 |
|
|
|
|
Administrative
office : |
1-8304 to 307/5, |
|
|
|
|
Manufacturing
Facility : |
Bollaram Facility Sy. No. 168, IDA Bollaram, Jinaram
Mandal, Medak District (Andhra Pradesh) Tel No.: 91-8458-279055 Support Manufacturing Facilities Plant Organics Limited S V Labs
Private Limited 296/7/4, Adj. to S V Co-op Estate,
IDA Bollaram (Via Miyapur), Jinaram Mandal, Medak District (Andhra Pradesh) Tel: 91-8458-279479, 32947789 Tel: 91-8694-278556/57 Fax: 91-8694-278555 |
|
|
|
|
Research
and Development Facility : |
Mallapur Facility 181, IDA Mallapur, Nacharam,
Hyderabad-500 076 Tel: 91-40-65534007 Fax: 91-40-27177298 Cheralapally Facility 4/c, IDA Cheralapally, Phase-l,
Hyderabad-500 051 Tel: 91-40-27260604 |
|
|
|
DIRECTORS
|
Name : |
Mr. Vinod S Gupta |
|
Designation
: |
Chairman |
|
|
|
|
Name : |
Mr. R K Dhar (Doctor) |
|
Designation
: |
Director and Chief Executive Officer |
|
Date
of Birth: |
10.08.1955 |
|
Qualification
: |
Ph. D |
|
Date
of Appointment: |
18.03.2004 |
|
|
|
|
Name : |
Mr. Arvind Kumar (Doctor) |
|
Designation
: |
Director |
|
Date
of Birth: |
30.06.1955 |
|
Qualification
: |
Ph. D |
|
Date
of Appointment: |
18.03.2004 |
|
|
|
|
Name : |
Mr. Chandra Mohan Sharma |
|
Designation
: |
Director |
|
Date
of Birth: |
10.08.1952 |
|
Qualification
: |
L.L.B. |
|
Date
of Appointment: |
27.01.2003 |
|
|
|
|
Name : |
Mr. Niranjan Kumar Agarwal |
|
Designation
: |
Director |
|
|
|
|
Name : |
Mr. R N Dhar |
|
Designation
: |
Additional Director |
|
|
|
|
Name : |
Mr. Frank Yuan |
|
Designation
: |
Additional Director (Foreign) |
|
|
|
|
Name : |
Mr. Rajesh Sharma |
|
Designation
: |
Alternate Director |
KEY EXECUTIVES
|
Name : |
Mr. C. M. Bharktiya |
|
Designation
: |
Company Secretary |
MAJOR SHAREHOLDERS
|
Names
of Shareholders |
No. of Shares |
Percentage of Holding |
|
A. Promoters' Holding |
|
|
|
1 . Indian Promoter |
583900 |
13.8451 % |
|
Foreign Promoters |
-- |
-- |
|
2. Persons acting in concert |
1045900 |
24.7996 % |
|
Foreign Promoters |
-- |
-- |
|
Subtotal -A |
1629800 |
38.6447 % |
|
B. Non Promoters Holding |
-- |
-- |
|
C. Others |
|
|
|
a) Private Corporate Bodies |
370433 |
8.7835 % |
|
b) Indian Public (Top 50) |
1002846 |
23.7787 % |
|
Other |
1176011 |
27.8867 % |
|
c) Non Resident Indians |
18310 |
0.4343 % |
|
d) Any other (Associates &
Relatives of Director) |
20000 |
0.4742 % |
|
Subtotal-C |
2587600 |
61.3553 % |
|
Grand Total (A+B+C) |
4217400 |
100.00 % |
BUSINESS DETAILS
|
Line
of Business : |
Subject is engaged in Financial Servicing |
GENERAL INFORMATION
|
Bankers
: |
|
||||||||||
|
|
|
||||||||||
|
|
|
|
|
|
|
Banking Relations : |
Satisfactory |
|
|
|
|
Auditors
: |
P. Murali and Company Chartered Accountants 6/3/655/2/3, Somajiguda, Anand Jain and Company Chartered Accountants 309, Navjeevan Complex, Near Polovictory Cinema, Jaipur –
302 006, |
CAPITAL STRUCTURE
Authorised
Capital :
|
15000000 |
Equity Shares |
Rs. 10/- each |
Rs. 150.000 Millions |
|
|
|
|
|
Issued,
Subscribed & Paid-up Capital :
|
No. of
Shares |
Type |
Value |
Amount |
|
4217400 |
Equity Shares |
Rs. 10/- each |
Rs. 42.174 Millions |
FINANCIAL DATA
[all
figures are in Rupees Millions]
ABRIDGED
BALANCE SHEET
|
SOURCES OF FUNDS |
31.03.2006 |
31.03.2005 |
31.03.2004 |
|
|
SHAREHOLDERS
FUNDS |
|
|
|
|
|
1] Share
Capital |
42.174 |
42.174 |
32.200 |
|
|
2] Fully
Conv. Warrants |
8.000 |
0.000 |
0.000 |
|
|
3]
Reserves & Surplus |
2.292 |
0.000 |
(3.300) |
|
|
4]
(Accumulated Losses) |
0.000 |
[1.989] |
0.000 |
|
NETWORTH
|
52.466 |
40.185 |
28.900 |
|
|
LOAN
FUNDS |
|
|
|
|
|
1]
Secured Loans |
0.309 |
0.618 |
0.000 |
|
|
2]
Unsecured Loans |
15.763 |
0.000 |
0.000 |
|
TOTAL
BORROWING
|
16.072 |
0.618 |
0.000 |
|
|
DEFERRED
TAX LIABILITIES |
0.615 |
0.000 |
0.000 |
|
|
|
|
|
|
|
TOTAL
|
69.153 |
40.803 |
28.900 |
|
|
|
|
|
|
|
APPLICATION OF FUNDS
|
|
|
|
|
|
|
|
|
|
|
FIXED ASSETS [Net Block]
|
24.989 |
6.978 |
0.100 |
|
Capital work-in-progress
|
0.000 |
0.000 |
0.000 |
|
|
|
|
|
|
|
INVESTMENT
|
0.000 |
3.800 |
3.800 |
|
|
DEFERREX
TAX ASSETS |
0.000 |
1.919 |
0.000 |
|
|
|
|
|
|
|
CURRENT ASSETS, LOANS & ADVANCES
|
|
|
|
|
|
|
Inventories |
20.708
|
0.418
|
0.000 |
|
|
Sundry
Debtors |
32.801
|
0.151
|
0.000 |
|
|
Cash
& Bank Balances |
2.465
|
5.301
|
0.000 |
|
|
Other
Current Assets |
0.000
|
0.000
|
2.200 |
|
|
Loans
& Advances |
27.293
|
26.416
|
30.700 |
Total Current Assets
|
83.267
|
32.286
|
32.900 |
|
Less : CURRENT LIABILITIES & PROVISIONS
|
|
|
|
|
|
|
Current
Liabilities |
39.027
|
0.795
|
7.900 |
|
|
Provisions |
0.076
|
3.385
|
|
Total Current Liabilities
|
39.103
|
4.180
|
7.900 |
|
Net
Current Assets
|
44.164
|
28.106
|
25.000 |
|
|
|
|
|
|
|
MISCELLANEOUS EXPENSES
|
0.000 |
0.000 |
0.000 |
|
|
|
|
|
|
|
TOTAL
|
69.153 |
40.803 |
28.900 |
|
PROFIT & LOSS ACCOUNT
|
PARTICULARS |
31.03.2006 |
31.03.2005 |
31.03.2004 |
Sales Turnover [including other income]
|
84.036 |
4.294 |
13.100 |
|
|
|
|
|
Profit/(Loss) Before Tax
|
7.015 |
2.370 |
5.500 |
Provision for Taxation
|
2.733 |
1.054 |
2.000 |
Profit/(Loss) After Tax
|
4.282 |
1.316 |
3.500 |
|
|
|
|
|
Export Value
|
28.407 |
0.151 |
NA |
|
|
|
|
|
Import Value
|
7.501 |
-- |
NA |
|
|
|
|
|
Total Expenditure
|
77.021 |
1.923 |
13.100 |
QUARTERLY
RESULTS
|
PARTICULARS |
|
30.06.3006 |
30.09.3006 |
|
Type |
|
1st Qtr |
2nd Qtr |
|
Sales Turnover |
|
16.800 |
17.100 |
|
Other Income |
|
0.100 |
0.000 |
|
Total Income |
|
16.900 |
17.100 |
|
Total Expenditure |
|
16.400 |
15.700 |
|
Operating Profit |
|
0.500 |
1.400 |
|
Interest |
|
0.100 |
0.100 |
|
Gross Profit |
|
0.400 |
1.300 |
|
Depreciation |
|
0.200 |
0.300 |
|
Tax |
|
0.000 |
0.100 |
|
Reported PAT |
|
0.200 |
0.900 |
200606
Quarter 1 –
Operating Expenses Includes (Increases) /
Decrease in stock Rs (6.001) million Consumption of Raw Materials Rs 18.002
million Job Work Rs 0.729 million Excise Duty Rs 2.875 million Other Direct
Expenditure Rs 0.571 million Salary & Wages Rs 1.327 million Other
Expenditure Rs 1.756 million Income from operations includes amount of NPA
written back. Tax Indicates Deferred Tax Assets written back / Liabilities have
been provided at the year end for the full year. EPS is Basic and Diluted
Status of Investor Complaints for the quarter ended June 30, 2006 Complaints
Pending at the beginning of the quarter Nil Complaints Received during the
quarter Nil Complaints disposed off during the quarter Nil Complaints
unresolved at the end of the quarter Nil 1. The above results have been taken
on record at the meeting of the Board of Directors held on July 28, 2006. 2.
There is no revenue from Finance, Investment and allied activities being the
said activity is discontinued by the Company.
200609
Quarter 2 –
Operating Expenses Includes (Increases) /
Decrease in stock Rs (3.944) million Consumption of Raw Materials Rs 15.297
million Job Work Rs 0.537 million Excise Duty Rs 2.546 million Other Direct Expenditure
Rs 0.580 million Salary & Wages Rs 1.453 million Other Expenditure Rs 1.737
million Tax Indicates FBT EPS is Basic and Diluted Status of Investor
Complaints for the quarter ended September 30, 2006 Complaints Pending at the
beginning of the quarter Nil Complaints Received during the quarter Nil
Complaints disposed off during the quarter Nil Complaints unresolved at the end
of the quarter Nil Income from operations includes amount of NPA written back.
Deferred Tax Assets / Liabilities have been provided for the full year. The
above results have been taken on record at the meeting of the Board of
Directors held on October 30, 2006.
KEY
RATIOS
|
PARTICULARS |
31.03.2006 |
31.03.2005 |
31.03.2004 |
|
Debt Equity Ratio |
0.20 |
0.01 |
0.00 |
|
Long Term Debt Equity Ratio |
0.20 |
0.01 |
0.00 |
|
Current Ratio |
2.26 |
5.17 |
3.15 |
|
TURNOVER RATIOS |
|
|
|
|
Fixed Assets |
4.37 |
1.28 |
17.06 |
|
Inventory |
6.91 |
7.69 |
9.06 |
|
Debtors |
4.42 |
7.14 |
11.15 |
|
Interest Cover Ratio |
24.33 |
0.00 |
0.00 |
|
Operating Profit Margin (%) |
10.84 |
50.00 |
37.93 |
|
Profit Before Interest and Tax Margin
(%) |
10.01 |
48.00 |
37.93 |
|
Cash Profit Margin (%) |
6.72 |
28.00 |
24.14 |
|
Adjusted Net Profit Margin (%) |
5.90 |
26.00 |
24.14 |
|
Return on Capital Employed (%) |
12.91 |
5.52 |
14.42 |
|
Return on Net Worth (%) |
8.92 |
3.01 |
9.16 |
STOCK PRICES
|
Face Value |
Rs.10/- |
|
High |
Rs.58.90/- |
|
Low |
Rs.56.75/- |
LOCAL AGENCY FURTHER INFORMATION
Fixed Assets
- Land
- Building
- Plant & Machinery
- Lab Equipments
- Computers, Software & Printers
- Office Equipments
- Furniture & Fixtures
- Vehicles
Biodata
Incorporated in 1994,Overseas Capital Limited
has been engaged in Financial services. The company came out with IPO in the
year 1995 and issued 2.100 Millions equity shares of Rs.10 each at par.
Turnover,
Profits & Future Projects
The total income during the year under review was Rs. 84.036 Millions as
against Rs. 4.294 Millions in the previous year. The profit after tax is Rs. 4.282
Millions as against Rs. 1.316 Millions in the previous year. The results for
the current year are not strictly comparable with that of the previous year on account
of repositioning of the company into niche segments and its entry in areas of
research, development and manufacture of bulk drugs & intermediates.
Further as extension to the efforts made in the previous year on various
business and strategic tie-ups with some of the leading names in the global
pharmaceuticals market for synthesis of molecules and developments in line of
its business, the company has successfully established its connectivity in
Chinese Anti-Cancer market (Kilo level or more), European Research & Fine
Chemical market and domestic market.
The key to achieve the business plan objectives & turnover targets
lies in enhancing the customer base across the nation & overseas. In line
with this, apart from their present customer base, new strategic customers
shall be added in this year itself in API and Specialized Intermediates
business. Three new international trading partners and about three new R&D
associates will be joining Zyden during this and next year.
Presently (till they are ready with construction of US FDA Plant &
Facilities) Zyden will keep its overseas business focus on Asian, Eastern
European and South American non-regulatory markets. Simultaneously, Zyden has
already commenced the work on ISO/GMP/cGMP facilities. The US FDA (United State
Food Drugs Administration) approval is central to the marketing of bulk drugs
in the North American regulatory markets. The whole process of marketing of
bulk drugs in the regulatory markets gets much simplified with the US FDA approval.
Further during the 3rd year, as the Zyden becomes ready for US FDA
inspection with all the required facilities, their business focus will also
zoom towards Western European & North American regulatory markets.
Zyden has been continuously receiving enquiries from various overseas
prospective customers from
Corporate
Governance Report
The Company has complied with all the mandatory requirements of Corporate
Governance specified by Securities & Exchange Board of India (SEBI) through
Clause 49 of the Listing Agreement. As required by the said clause, a separate
Report on Corporate Governance forms part of the Annual Report of the Company.
A certificate from Ws. V. M. & Associates, Company Secretaries in Practice
regarding compliance of conditions of Corporate Governance is part of this
report.
Changes In
Share Capital
During the year, the following changes were effected in the Share Capital
of the Company:
i. The authorized share capital of the company was increased from Rs. 75.000
Millions to Rs. 150.000 Millions in the annual general meeting held on 26th
September, 2005.
ii. Further, Fully Convertible (interest free) 800,000 warrants of Rs
100/- each were issued, so far called up Rs 10/- per warrant, fully convertible
into 800,000 fully paid up equity shares of Rs 10/- each at a premium of Rs
90/- each on or before 31st March, 2007.
iii. The finalization of ESOS is under process.
Change Of Name
The name of the Company has been changed from Overseas Capital Limited to Zyden
Gentec Limited w.e.f. 16.07.2004 to truly reflect an integrated biotechnology
enterprise. The necessary Special Resolution was passed in the Extra-ordinary
General Meeting of the Company held on 09.07.2004
As per Web Details
Contract Research:
Their forte in this journey is more
like an “Enabler”, helping major drug discovery companies to accomplish their
“Piligrams Progress” in the diverse fields of Synthesis, Analytical Profiling
and Biological activity.
Pipeline
of Actives:
Since every chemical has a potential usage, a
rapid methodology of synthesis has been undertaken to synthesis compounds which
have applications.
Natural
Products- Total Synthesis:
Efficient methodologies have been perfected at
Zyden to work on molecules which have been conventionally synthesized by
tedious and laborious chemistry. Synthesis of 8-methyl prostaglandin C2 is one
of the many examples. A large library of easy to handle protecting groups and
conversely simple de-protection chemistry creates a high maneuverability to
achieve these goals. Analytical profiling of all the intermediates and final
products is done by using 13C and 1H Spectroscopy.
CMT REPORT [Corruption, Money laundering & Terrorism]
The Public Notice information has been collected from
various sources including but not limited to: The Courts,
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 records 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.44.23 |
|
|
1 |
Rs.87.56 |
|
Euro |
1 |
Rs.57.61 |
SCORE & RATING EXPLANATIONS
|
SCORE FACTORS |
RANGE |
POINTS |
|
HISTORY |
1~10 |
5 |
|
PAID-UP
CAPITAL |
1~10 |
5 |
|
OPERATING
SCALE |
1~10 |
3 |
|
FINANCIAL
CONDITION |
|
|
|
--BUSINESS
SCALE |
1~10 |
5 |
|
--PROFITABILIRY |
1~10 |
2 |
|
--LIQUIDITY |
1~10 |
4 |
|
--LEVERAGE |
1~10 |
4 |
|
--RESERVES |
1~10 |
3 |
|
--CREDIT
LINES |
1~10 |
3 |
|
--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 |
NO |
|
--LISTED |
YES/NO |
NO |
|
--OTHER
MERIT FACTORS |
YES/NO |
YES |
|
TOTAL |
|
34 |
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 |
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 |
Unfavourable & favourable
factors carry similar weight in credit consideration. Capability to overcome
financial difficulties seems comparatively below average/normal. |
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 |