MIRA INFORM REPORT

 

 

Report Date :

16.05.2007

 

IDENTIFICATION DETAILS

 

Name :

BAYER PHARMACEUTICALS PRIVATE LIMITED

 

 

Formerly known as:

Bayer Lydus Healthcare Private Limited

 

 

Registered Office :

Bayer House, Central Avenue, Hiranandani Gardens, Powai, Mumbai – 400076, Maharashtra

 

 

Country :

India

 

 

Financials (as on) :

31.03.2006

 

 

Date of Incorporation :

29.07.1998

 

 

Com. Reg. No.:

116021

 

 

CIN No.:

[Company Identification No.]

U0519MH1998PTC116021

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

MUMB08712E

 

 

PAN No.:

[Permanent Account No.]

AABCB3852F

 

 

Legal Form :

Private Limited Liability Company

 

 

Line of Business :

Manufacturer of Pharmaceuticals.

 

 

RATING & COMMENTS

 

MIRA’s Rating :

Ba

 

RATING

STATUS

PROPOSED CREDIT LINE

41-55

Ba

Overall operation is considered normal. Capable to meet normal commitments.

Satisfactory

 

Maximum Credit Limit :

USD 842788

 

 

Status :

Satisfactory

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Clear

 

 

Comments :

Subject is a well established and reputed company having satisfactory track. Directors are reported as experienced and respectable businessmen. Trade relations are reported as fair. Business is active. Payments are usually correct and as per commitments.

 

The company can be considered normal for business dealings at usual trade terms and conditions.

 

 

LOCATIONS

 

Registered Office :

Bayer House, Central Avenue, Hiranandani Gardens, Powai, Mumbai – 400076, Maharashtra

Tel. No.:

91-22-25711234

Fax No.:

91-22-25700147/25455080

Website :

www.bayer.co.in

 

 

Thane Address:

Kolshet Road, Thane – 400607, Maharashtra

 

 

DIRECTORS

 

Name :

Mr.Stephan Friedhelm Gerlich

Designation :

Chairman

Address :

Vinrita, Flat No. 13 and 14, Plot No. 98 of TPS 4, Prof. Almeida Road, Mumbai – 400050

Date of Birth/Age :

11.09.1958

Date of Appointment :

01.07.2003

 

 

Name :

Mr. Praveen Surendra Singh

Designation :

Director

Address :

401, Ram Krishna, 26, Alkapuri, Baroda – 390007, Gujarat

Date of Birth/Age :

14.08.1955

Date of Appointment :

19.12.2002

 

 

Name :

Mr. Biren Dave

Designation :

Director

Address :

C – 15, Shrinath Apartmennts, S.V.P. Road, Borivli (West), Mumbai – 400092, Maharadhtra

Date of Birth/Age :

01.07.1970

Date of Appointment :

10.01.2007

 

 

Name :

Mr. Fidahusein Merchant

Designation :

Director

Address :

3, Louella, Plot No. 443, TPS 3, 14th Road, Bandra Khar, Mumbai – 400050, Maharashtra

Date of Birth/Age :

03.04.1958

Date of Appointment :

10.01.2007

Name :

Mr. D. Kameck

Designation :

Director

 

 

Name :

Mr. A F Hennecken

Designation :

Director

 

 

Name :

Mr. Andreas Krebs

Designation :

Director

 

 

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

Names of Shareholders

 

No. of Shares

Bayer Materialscience Private Limited

 

90,00,000

Bayer Materialscience Private Limited Jointly with Shirin V. Balsara

 

1

Bayer Materialscience Private Limited Jointly with Pradnesh Kamat

 

1

Bayer Materialscience Private Limited Jointly

 

1,00,00,000

 

 

 

category

 

Percentage of Holding

Foreign holdings (Foreing institutional investor(s), Foreign companies (s) Foreign financial institution(s), Non-resident Indian(s) or overseas corporate bodies

 

100.00

 

 

BUSINESS DETAILS

 

Line of Business :

Manufacturer of Pharmaceuticals

 

 

 

Class of Goods

 

 

Unit

Actual Production

Health Care

Formulation

 

 

 

 

Tablets / capsules

 

 

1000 NOS.

200,771

Injectables / orals / ointments

 

 

1000 NOS.

6658

 

 

 

 

 

 

 

 

 

 

 

 

 

GENERAL INFORMATION

 

 

 

Bankers :

HDFC Bank Limited, Transactional Banking Group, Kamal Mill Compound, Senapati Bapat Marg, Lower Parel, Mumbai - 400013

 

 

Banking Relations :

Satisfactory

 

 

Auditors :

 

Name :

Mr. Natraj Ramakrishna

Chartered Accountants

Address :

252, Veer Savarkar Marg, Shivaji park, Dadar, Mumbai – 400028, Maharashtra

 

 

Associates:

Bayer AG, Germany

 

 

Subsidiaries :

        Bayer Diagyestic India Limited

        Bayer Cropscience Limited

        Bayer Singapore Limited

        Bayer Healthcare AG/ Leveruseng

        Bayer Healthcare LLC / Pittsburg

        Bayer South Asia Private Limited / Singapore

Bayer ABS Limited

 

 

Holding Company:

Bayer Materialscience Private Limited

 

 

 

 

CAPITAL STRUCTURE

 

Authorised Capital :

No. of Shares

Type

Value

Amount

10240000

Equity Shares

Rs.10/- each

Rs.102.400 millions

12000000

Preference Shares

Rs. 10/- each

Rs. 120.000 millions

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

9000002

Equity Shares

Rs.10/- each

Rs. 90.00millions

10000000

Preference Shares

Rs.10/- each

Rs. 100.000 millions

 

 

FINANCIAL DATA

[all figures are in Rupees Millions]

 

 

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

31.03.2005

31.03.2004

31.03.2003

SHAREHOLDERS FUNDS

 

 

 

1] Share Capital

190.000

190.000

190.000

2] Share Application Money

0.000

0.000

0.000

3] Reserves & Surplus

20.697

0.000

0.000

4] (Accumulated Losses)

0.000

(18.801)

(82.181)

NETWORTH

210.697

171.199

107.819

LOAN FUNDS

 

 

 

1] Secured Loans

0.000

12.528

0.000

2] Unsecured Loans

0.000

0.000

25.000

TOTAL BORROWING

0.000

12.528

25.000

DEFERRED TAX LIABILITIES

0.000

0.000

0.000

 

 

 

 

TOTAL

210.697

183.727

132.819

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

3.883

4.633

1.076

Capital work-in-progress

0.000

0.000

0.000

 

 

 

 

INVESTMENT

89.990

10.000

0.000

DEFERREX TAX ASSETS

0.000

5.893

5.646

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

91.281

68.534

58.755

 

Sundry Debtors

32.326

66.099

93.625

 

Cash & Bank Balances

8.964

1.194

14.289

 

Other Current Assets

4.371

0.000

0.000

 

Loans & Advances

119.193

146.281

125.615

Total Current Assets

256.135

282.108

292.284

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

 

Current Liabilities

120.960

103.694

166.477

 

Provisions

18.351

15.213

 

Total Current Liabilities

139.311

118.907

166.477

Net Current Assets

116.824

163.201

131.453

 

 

 

 

MISCELLANEOUS EXPENSES

0.000

0.000

0.290

 

 

 

 

TOTAL

210.697

183.727

132.819

 

PROFIT & LOSS ACCOUNT

 

PARTICULARS

 

31.03.2005

31.03.2004

31.03.2003

Sales Turnover

474.984

496.976

480.816

Other Income

29.95

29.512

0.000

Total Income

504.934

524.488

480.816

 

 

 

 

Profit/(Loss) Before Tax

69.675

71.234

53.469

Provision for Taxation

30.177

7.854

2.968

Profit/(Loss) After Tax

39.498

63.380

50.501

 

 

 

 

Earnings in Foreign Currency :

 

 

 

 

Export Earnings

NA

1.480

2.710

 

Commission Earnings

NA

4.744

1.474

Total Earnings

 

6.224

4.184

 

 

 

 

Imports :

 

 

 

 

Raw Materials

NA

52.289

43.514

Total Imports

NA

52.289

43.514

 

 

 

 

Expenditures :

 

 

 

 

Raw Material Consumed

109.856

106.728

NA

 

Purchases made for re-sale

37.013

42.450

NA

 

Salaries, Wages, Bonus, etc.

55.425

59.004

NA

 

Payment to Auditors

0.689

0.600

NA

 

Interest

1.203

1.836

6.228

 

Insurance Expenses

0.491

0.066

NA

 

Power & Fuel

0.098

0.032

NA

 

Depreciation & Amortization

NA

NA

0.292

 

Other Expenditure

230.484

242.538

NA

Total Expenditure

230.484

473.022

6.520

 

 

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2005

31.03.2004

31.03.2003

PAT / Total Income

(%)

7.82

12.08

10.50

 

 

 

 

 

Net Profit Margin

(PBT/Sales)

(%)

14.66

14.33

11.12

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

26.79

24.84

18.22

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

0.33

0.41

0.49

 

 

 

 

 

Debt Equity Ratio

(Total Liability/Networth)

 

0.66

0.69

1.54

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

1.83

2.37

1.75

 

 

 

LOCAL AGENCY FURTHER INFORMATION

 

 

Name of the company

BAYER PHARMACEUTICALS LIMITED

Presented By

HDFC Bank Limited and Bayer Pharmaceuticals Limited

1) Date and description of instrument creating the change

29th December, 2000

Letter of Hypothecation of stock and Book Debts

2) Amount secured by the charge/amount owing on the securities of charge

Rs.30.000 millions

3) Short particular of the property charged. If the property acquired is subject to charge, date of the acquired of the property should be given

(a) All the stock in trade both present and future consisting of raw materials, finished goods, goods in process of manufacturing and other merchandise whatsoever being movable properties now or at any time hereafter belonging to the borrower or at their disposal at any time and from time to time hereafter stored or to brought into or upon or in course of transit to the borrower’s factory or premises or at any other place whatsoever and wheresoever in borrower’s possession or occupation or at any other premises or place.

 

(b) All the book debts outstanding monies receivable claims and bills which are now due and owing or which may at any time hereafter during the continuance of this security be comes due and owing to the borrower in the course of its business by any person, firm, company or body corporate or by the government body or office or any Municipal or Local or Public or Semi Government Body or authority or body corporate or undertaking or project whatever in the public sector.

4) Gist of the terms and conditions and extent and operation of the charge.

(1) the goods and debts stated above shall be the continuing security for the due repayment by the borrower to the bank at any time on demand

2) the company shall at all tomes during the continuance of this security maintain the said hypothecation assets of a sufficient quantity and value (as estimated by bank) and maintain the said debts of a sufficient amount (as estimated by the bank) so as to provide the margin of security as may form time to time be advised by the bank to the borrower

5) Name and Address and description of the person entitled to the charge.

HDFC Bank Limited, Transactional Banking Group, Kamal Mill Compound, Sanapati Bapat Marg, Lower Parel, Mumbai – 400013

 

Director Report

 

During the period under review your company has earned a income of Rs. 526.000 millions (P.Y.Rs.481 millions) which included Rs. 1.400 millions (P.Y. Rs.2.700 millions) by way of exports. After meeting the operation expenses the company profit become tax was Rs. 71.000 millions as compared to a loss of Rs. 53.000 millons in two year 2004

 

 

Fixed Assets:

 

        Computers

        Office capital

        Furniture and Fixtures

        vehicles

 

 


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 records 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.40.90

UK Pound

1

Rs.80.78

Euro

1

Rs.55.18

 

 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

6

PAID-UP CAPITAL

1~10

5

OPERATING SCALE

1~10

5

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

6

--PROFITABILIRY

1~10

4

--LIQUIDITY

1~10

6

--LEVERAGE

1~10

6

--RESERVES

1~10

5

--CREDIT LINES

1~10

5

--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

YES

--AFFILIATION

YES/NO

YES

--LISTED

YES/NO

NO

--OTHER MERIT FACTORS

YES/NO

YES

TOTAL

 

48

 

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

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

NR

In view of the lack of information, we have no basis upon which to recommend credit dealings

No Rating

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