MIRA
INFORM REPORT
|
Report Date : |
11.07.2008 |
IDENTIFICATION
DETAILS
|
Name : |
SUN PHARMACEUTICAL INDUSTRIES LIMITED |
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Registered Office : |
SPARC Tandalja, Vadodara – 390020, Gujarat |
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Country : |
India |
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Financials (as on) : |
31.03.2007 |
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Date of Incorporation : |
01.03.1993 |
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Com. Reg. No.: |
04-19050 |
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CIN No.: [Company
Identification No.] |
L24230GJ1993PLC019050 |
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TAN No.: [Tax
Deduction & Collection Account No.] |
BRDS02426E |
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PAN No.: [Permanent
Account No.] |
AADCS3124K |
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Legal Form : |
Public Limited
Liability Company. The company's shares are listed on the Stock Exchanges. |
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Line of Business : |
Manufacturers of Tablets,
Capsules, Parenterals, Ointments, Bulk Drugs, Chemicals and Liquids. |
RATING &
COMMENTS
|
MIRA’s Rating : |
Aa |
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RATING |
STATUS |
PROPOSED CREDIT LINE |
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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 |
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Maximum Credit Limit : |
USD 122474500 |
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Status : |
Good |
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Payment Behaviour : |
Regular |
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Litigation : |
Clear |
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Comments : |
Subject is a
well-established and reputed pharmaceutical company having fine track.
Available information indicates high financial responsibility of the company.
Business is active. Payments are usually correct and as per commitments. The company can
be considered good for normal business dealings at usual trade terms and
conditions. |
LOCATIONS
|
Registered
Office : |
Sun Pharma Advance
Research Centre (SPARC), Akota Road,
Akota, Vadodara – 390 020, Gujarat, India |
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Tel. No.: |
91-265-2340001 /
282111822 / 1842 / 1917 / 1951 / 195 / 5515500 / 600 / 700 |
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Fax No.: |
91-265-2339103 /
28212010 / 2354897 |
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E-Mail : |
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Website : |
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Corporate
Office : |
Acme Plaza,
Andheri – Kurla Road, Andheri (East), Mumbai – 400 059, Maharashtra, India |
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Tel. No.: |
91-22-28211822 /
1842 / 1917 / 1951 / 1953 |
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Fax No.: |
91-22-28212010 |
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E-Mail : |
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Research
Centre : |
· Sun Pharma Advanced Research Centre (SPARC), Akota Padra Road, Vadodara – 390 027, Gujarat, India · F.R27, Part Survey No. 27, C. S. No. 1050, T. RS. Village, Tandalja, District Vadodara - 390 020, Gujarat, India · 17-B, Mahal Industrial Estate, Mahakali Caves Road, Andheri (East), Mumbai - 400059, Maharashtra, India |
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Plants : |
· C1/2710, GIDC, Phase III, Vapi – 396 195, Gujarat, India · Plot No. 214 and 20, Government Industrial Area, Phase II, Piparia, Silvassa – 396 230, Union Territory, Gujarat, India · Plot No. 25and 24/2, GIDC, Phase IV, Panoli – 395 116, Gujarat, India · A-7 and A-8 MIDC Industrial Area, Ahmednagar – 414 111, Maharashtra, India. · Plot No. 4708, GIDC, Ankleshwar - 393 002, Gujarat, India · Plot No. 223, Span Industrial Complex, Dadra – 396 191 (Union Territory) · Sathammai Village, Karunkuzhi Post, Maburanthakam, T. K., Kanchipuram District, Tamilnadu, India · Halol-Baroda Highway, Halol, Gujarat – 390350, India · Plot No. 817/A, Karkhadi, Taluka: Padra, District Vadodara – 391450, Gujarat, India · Sun Pharma Industries* Survey No. 259/15, Dadra-396 191 (U.T.Of D.and NH) · Sun Pharma Industries* 6-9, Export Promotion, Industrial Park (EPIP), Kartholi, Bari Brahmana, Jammu-181 133 (| and K) Kartholi, Jammu, JK. · Sun Pharmaceutical Industries Inc. 705 E. Mulberry Street Bryan, Ohio 43506, USA · Sun Pharmaceutical Industries Inc. 270 Prospect Plains Road Cranbury, New jersey 08512 , USA · Caraco Pharmaceutical Laboratories Ltd. I 150 Elijah McCoy Drive Detroit 48202., Michigan .U.S.A. · Sun Pharmaceutical (Bangladesh) Limited, Chandana, Joydevpur, Gazipur, Bangladesh. · Alkaloida Chemical Company Exclusive Group Limited H-4440 Tiszavasvari, Kabay, Janos 4.29, Hungary * In Partnership
with the firm Sun Pharmaceutical Industries. |
DIRECTORS
|
Name : |
Mr. Dilip S.
Shanghvi |
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Designation : |
Chairman and
Managing Director |
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Date of
Birth/Age : |
46 years |
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Qualification
: |
B. Com. |
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Experience : |
23 years |
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Date of
Appointment : |
01.04.1993 |
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Previous
Employment : |
Sun
Pharmaceutical Industries – Partner |
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Name : |
Mr. Sudhir V.
Valia |
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Designation : |
Whole Time
Director |
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Date of
Birth/Age : |
44 years |
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Qualification
: |
FCA |
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Experience : |
22 years |
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Date of
Appointment : |
01.04.1994 |
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Previous Employment
: |
Practising
Chartered Accountant |
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Name : |
Mr. Sailesh T.
Desai |
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Designation : |
Whole Time
Director |
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Name : |
Mr. S. Mohanchand
Dadha |
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Designation : |
Director |
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Name : |
Mr. Hasmukh S.
Shah |
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Designation : |
Director |
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Name : |
Mr. Ashwin Dani |
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Designation : |
Director |
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Name : |
Mr. Kemi M.
Mistry |
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Designation : |
Additional
Director |
KEY EXECUTIVES
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Name : |
Mr. Kamlesh H.
Shah |
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Designation : |
Company Secretary |
MAJOR SHAREHOLDERS
/ SHAREHOLDING PATTERN
(As on 31.03.2008)
|
Names of Shareholders |
No. of Shares |
Percentage of
Holding |
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(A) Shareholding of Promoter and Promoter
Group (2) |
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Indian |
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Individuals / Hindu
Undivided Family |
30531532 |
14.74 |
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Bodies Corporate |
101302400 |
48.91 |
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Any other –
Trusts |
128020 |
0.06 |
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Sub Total (A) (1) |
131961952 |
63.71 |
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(B) Public Shareholding (3) |
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Institutions |
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Mutual Funds /
UTI |
7077645 |
3.42 |
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Financial
Institutions / Banks |
1613883 |
0.78 |
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Insurance
Companies |
1581389 |
0.76 |
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Foreign
Institutional Investors |
39635805 |
19.14 |
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Any Other –
Foreign Banks |
1778804 |
0.86 |
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Sub Total (B) (1) |
51687526 |
24.96 |
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2. Non – Institutions |
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Bodies Corporate |
7760577 |
3.75 |
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Individual
shareholders holding nominal share capital up to Rs. 0.100 million |
8591317 |
4.15 |
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Individual shareholders
holding nominal and share capital in excess of Rs. 0.100 million |
3772347 |
1.82 |
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(C) Any Other |
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NRI |
217574 |
0.11 |
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Overseas
Corporate Bodies |
10 |
0.000 |
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Clearing Members |
76902 |
0.04 |
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Foreign Company |
3046536 |
1.47 |
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Sub Total (B) (2) |
23466913 |
11.33 |
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Total Public Shareholding (B) = (B) (1) +
(B) (2) |
75154439 |
36.29 |
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Total (A) + (B) |
207116391 |
100.00 |
Equity Shares As on 31.03.2007
|
Names of Shareholders |
No. of Shares |
Percentage of
Holding |
|
A. Indian
Promoters |
122026705 |
63.09 |
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B. Persons Acting in Concert |
10078872 |
5.21 |
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C. Mutual Funds and UTI |
6195570 |
3.20 |
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D. Banks
Financial Institutions and Insurance Companies |
2420284 |
1.25 |
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E. FIIS and Foreign Mutual Funds |
30520552 |
15.78 |
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F. Private Corporate Bodies |
8140173 |
4.21 |
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G. Indian Public |
12916588 |
6.68 |
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H. NRIs/ OCBs |
260607 |
0.13 |
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I. Clearing Members |
59542 |
0.03 |
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J. Foreign Companies |
396919 |
0.21 |
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K. Foreign Banks |
386308 |
0.20 |
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Total |
193402120 |
99.99 |
Preference Shares As
on 31.03.2007
|
Names of Shareholders |
No. of Shares |
Percentage of
Holding |
|
A. Persons Acting in Concert |
24688 |
0.18 |
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B. Mutual Funds and UTI |
252620 |
3.13 |
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C. Banks
Financial Institutions and Insurance Companies |
430024 |
3.13 |
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D. FIIS and Foreign Mutual Funds |
1769840 |
12.88 |
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E. Private Corporate Bodies |
643366 |
4.68 |
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F. Indian Public |
10522010 |
76.58 |
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G. NRIs/ OCBs |
96015 |
0.70 |
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H. Clearing Members |
1427 |
0.01 |
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I. Foreign Banks |
40 |
0.000 |
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Total |
13740030 |
101.29 |
BUSINESS DETAILS
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Line of Business : |
Manufacturers of Tablets,
Capsules, Parenterals, Ointments, Bulk Drugs, Chemicals and Liquids. |
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Products : |
v
Mesalamine (5 ASA) v
Acamprosate
Calcium v
Alendronate
Sodium v
Amifostine v
Bupropion
HCL v
Carboplatin v
Carvedilol v
Cisplatin v
Cisplatin v
Citalopram
Hydrobromide v
Clomipramine
HCL v
Clonazepeam v
Clopidogrel
Bisulfate v
Desloratidine v
Desmopressin
v
Divalproex
Sodium v
Dobutamine
HCL v
Dothiepin
HCL v
Erythromycin
Estolate v
Erythromycin
Propionate v
Erythromycin
Stearate v
Esomeprazole
Magnesium v
Flurbiprofen v
Flurbiprofen
Sodium v
Fluticasone
Propionate v
Fluvoxamine
Maleate v
Gabapentine v
Glimepiride v
Isradipline v
Lercanidipine
HCL v
Letrozole v
Losartan Potassium v
Loteprednol
Etabonate v
Meloxicam v
Metaxalone v
Metformin
HCL v
Methylphenidate
HCL v
Metoprolol
Tartrate Succinate v
Mirtazapine v
Mitoxxantrone
HCL v
Naltrexone
HCL v
Octreotide v
Olanzapine v
Ondansetron
HCL v
Oxaliplatin v
Oxcarbazepine v
Oxerthazaine v
Pamidronate Disodium v
Pentoxifyline v
Piroxicam
Beta-Cyclodextrin v
Prednicarbate v
Quetiapine
Fumarate v
Repaglinide v
Riluzole
Glutamate v
Rivastigmine Tartrate v
Ropinirole v
Rosiglitazone
Maleate v
Sodium
Valporate v
Tizanidine
HCL v
Topiramate v
Tramadol HCL v
Valproic
Acid v
Venlafaxine HCL v Ziprasidone HCL |
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Exports : |
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Countries : |
Asia Pacific, CIS
Countries, Europe, South East Asia and U.S.A. |
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Imports : |
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Countries : |
Europe and U.S.A.
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PRODUCTION STATUS
|
Particulars |
Installed
Capacity |
Actual
Production |
|
Tablets/ Capsules/ Parenterals / Ointments |
4981.0 No. in Millions |
1100.3 No. in Millions |
|
Bulk Drugs/ Chemicals |
838.6 [In Kilo Litres] |
2167.5 [In ’00 Kgs] |
GENERAL
INFORMATION
|
No. of Employees : |
Around 1200 |
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Bankers : |
v
Bank of
Baroda, Nitin Niwas, 47, M. G. Road, Vile Parle (East), Mumbai, Maharashtra,
India v
State Bank
of India v
Standard
Chartered Grindlays Bank Limited v
ICICI Bank
Limited v
Bank of Nova
Scotia v
Citibank N.
A. v
Kotak
Mahindra Bank Limited |
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Facilities : |
* Includes repayable within one year Rs. Nil (Precious Year 907.900 millions. |
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Banking
Relations : |
Good |
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Auditors : |
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Name : |
Deloitte Haskins
and Sells Chartered
Accountants, |
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Address : |
Mumbai, Maharashtra,
India |
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Memberships : |
Confederation of
Indian Industry |
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Subsidiaries : |
v
Sun Pharma
Advance Research Company Limited v
Sun Pharma
Global Inc., British Virgin Islands v
Milmet
Pharma Limited [Up to 25.10.2005] v
Sun Pharmaceutical
(Bangladesh) Limited v
Zao Sun
Pharma Industries Limited, Russia v
Caraco
Pharmaceuticals Laboratories Limited, U.S.A. v Sun Pharma De Mexico S.A. DE C.V. v Sun Farmaceutica Ltda, Brazil v Sun Pharmaceutical Industries Inc v 705 E. Muberry St., Bryan, OH 43506,
U.S.A. v 270 Prospect Plains Road, Cranbury, NJ
08512, U.S.A. v Sun Pharmaceuticals UK Limited v ICN Hungary Limited v Universal Enterprise Private Limited v Sun Pharmaceutical Peru S.A.C. v SPIL De Mexico S.A. DE C.V. v ALKALOIDA Chemical Company exclusive group
Limited (Formerly ICN Hungary Limited) |
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Associates : |
v
Sun Pharma
Exports v
Sun
Pharmaceuticals Industries |
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Joint Venture
: |
Sun Pharma House No. 4, Road
No. 16-A, Near Gulshan Post Office, Gulshan – 1, Dhaka, Bangladesh |
CAPITAL STRUCTURE
(As on 31.03.2007)
:-
Authorised Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
254700000 |
Equity shares |
Rs. 5/- each |
Rs. 1273.500 millions |
|
25000000 |
Preference shares |
Rs. 1/- each |
Rs. 25.000 millions |
|
2015000 |
Preference shares |
Rs. 100/- each |
Rs. 201.500 millions |
|
|
Total |
|
Rs. 1500.000 millions |
Issued, Subscribed & Paid-up Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
193402120 |
Equity shares |
Rs. 5/- each |
Rs. 967.010 millions |
|
13740030 |
6% Cumulative Redeemable Preference Shares |
Rs. 1/- each |
Rs. 13.740 millions |
|
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Total |
|
Rs. 980.750 millions |
NOTE:
Of the above:-
1) 161630010 Equity Shares were allotted as fully paid Bonus Shares by
capitalisation of Securities Premium Account, Profit and Loss Account,
Amalgamation Reserve and Capital Redemption Reserve Account.
2) 413633; 208000; 477581; 11438; 18519 and 19771 Equity Shares of Rs.10
and 4274 Equity Shares of Rs. 5 each fully paid, were allotted to the
shareholders of erstwhile Tamilnadu Dadha Pharmaceuticals Limited, Milmet
Laboratories Private Limited, Gujarat Lyka Organics Limited, Sun Pharmaceutical
Exports Limited, Pradeep Drug Company Limited, M.J.Pharmaceuticals Limited and
Phlox Pharmaceuticals Limited respectively, pursuant to Schemes of
Amalgamations, without payment being received in cash.
3) 6% Cumulative Redeemable Preference Shares of Re.1 each are
redeemable at par at any time at the option of the Shareholder. 187177232 6%
Cumulative Redeemable Preference Shares of Re.1 each were allotted as fully
paid bonus shares, to the equity shareholders, by capitalisation of Capital
Redemption Reserve. During the year 243804 (Previous Year 46,896) Preference
Shares were redeemed at par.
4) 7886490 (Previous Year 216007) Equity Shares of Rs. 5 each were
allotted to the holders of Zero Coupon Foreign Currency Convertible Bond on
exercise of conversion option.
FINANCIAL DATA
[all figures are in Rupees Millions]
ABRIDGED BALANCE
SHEET
|
SOURCES OF FUNDS |
31.03.2007 |
31.03.2006 |
31.03.2005 |
|
|
SHAREHOLDERS FUNDS |
|
|
|
|
|
1] Share Capital |
980.700 |
942.700 |
941.600 |
|
|
2] Share Capital Suspense |
0.000 |
0.000 |
0.100 |
|
|
3] Reserves & Surplus |
23514.200 |
13.706.700 |
10112.800 |
|
|
4] (Accumulated Losses) |
0.000 |
0.000 |
0.000 |
|
|
NETWORTH |
24494.900 |
14649.400 |
11054.500 |
|
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LOAN FUNDS |
|
|
|
|
|
1] Secured Loans |
203.900 |
183.900 |
139.200 |
|
|
2] Unsecured Loans |
10477.60 |
17275.900 |
18007.300 |
|
|
TOTAL BORROWING |
10681.500 |
17459.800 |
18146.500 |
|
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DEFERRED TAX LIABILITIES |
1093.200 |
1044.400 |
853.000 |
|
|
|
|
|
|
|
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TOTAL |
36269.600 |
33153.600 |
30054.000 |
|
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|
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|
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APPLICATION OF FUNDS |
|
|
|
|
|
|
|
|
|
|
|
FIXED ASSETS [Net Block] |
5892.900 |
5361.900 |
4391.500 |
|
|
Capital work-in-progress |
319.100 |
308.000 |
479.400 |
|
|
|
|
|
|
|
|
INVESTMENT |
10574.900 |
7796.200 |
9852.400 |
|
|
DEFERREX TAX ASSETS |
0.000 |
0.000 |
0.000 |
|
|
|
|
|
|
|
|
CURRENT ASSETS, LOANS & ADVANCES |
|
|
|
|
|
|
Inventories |
3333.800
|
2634.100
|
1866.200
|
|
|
Sundry Debtors |
3100.000
|
2564.700
|
2349.700
|
|
|
Cash & Bank Balances |
12026.800
|
12309.800
|
8900.300
|
|
|
Other Current Assets |
327.000
|
304.600 |
45.000
|
|
|
Loans & Advances |
3086.800
|
4761.100 |
4384.100
|
|
Total
Current Assets |
21874.400
|
22574.300 |
17545.300
|
|
|
Less : CURRENT
LIABILITIES & PROVISIONS |
|
|
|
|
|
|
Current Liabilities |
2314.700
|
1661.800
|
1370.100
|
|
|
Provisions |
77.000
|
1225.000
|
844.500
|
|
Total
Current Liabilities |
2391.700
|
2886.800 |
2214.600
|
|
|
Net Current Assets |
19482.700
|
19687.500 |
15330.700
|
|
|
|
|
|
|
|
|
MISCELLANEOUS EXPENSES |
0.000 |
0.000 |
0.000 |
|
|
|
|
|
|
|
|
TOTAL |
36269.600 |
33153.600 |
30054.000 |
|
PROFIT & LOSS
ACCOUNT
|
PARTICULARS |
31.03.2007 |
31.03.2006 |
31.03.2005 |
|
|
Sales Turnover |
16625.600 |
12916.400 |
10301.700 |
|
|
Other Operating Income |
5806.200 |
3887.000 |
0.000 |
|
|
Other Income |
1608.400 |
1266.100 |
0.000 |
|
|
Total Income |
24040.200 |
18069.500 |
10301.700 |
|
|
|
|
|
|
|
|
Profit/(Loss) Before Tax |
6405.400 |
4886.800 |
2940.100 |
|
|
Provision for Taxation |
116.100 |
273.900 |
534.100 |
|
|
Profit/(Loss) After Tax |
6289.300 |
4612.900 |
2406.000 |
|
|
|
|
|
|
|
|
Earnings in Foreign Currency : |
|
|
|
|
|
|
FOB Export Earnings |
4805.600 |
3652.100 |
2057.500 |
|
Total Earnings |
4805.600 |
3652.100 |
2057.500 |
|
|
|
|
|
|
|
|
Imports : |
|
|
|
|
|
|
Raw Materials |
2025.700 |
1609.300 |
0.000 |
|
|
Stores & Spares |
93.300 |
98.700 |
0.000 |
|
|
Capital Goods |
590.000 |
296.100 |
0.000 |
|
|
Others |
83.000 |
82.400 |
1114.900 |
|
Total Imports |
2792.000 |
2086.500 |
1114.900 |
|
|
|
|
|
|
|
|
Expenditures : |
|
|
|
|
|
|
Cost of Goods Sold |
11579.800 |
8319.000 |
|
|
|
Indirect Taxes |
516.300 |
413.900 |
|
|
|
Personnel Cost |
988.700 |
820.100 |
7361.600 |
|
|
Operating Expenses |
2551.100 |
2088.100 |
|
|
|
Research and Development Expenditure |
1536.200 |
1134.400 |
|
|
|
Depreciation & Amortization |
462.700 |
407.300 |
|
|
Total Expenditure |
17634.800 |
13182.700 |
7361.600 |
|
QUARTERLY RESULTS
|
PARTICULARS |
30.06.2007 |
30.09.2007 |
31.12.2007 |
31.03.2008 |
|
Type |
1st
Quarter |
2nd
Quarter |
3rd
Quarter |
4th
Quarter |
|
Sales Turnover |
6900.500 |
7457.600 |
9325.000 |
7807.400 |
|
Other Income |
575.500 |
283.300 |
278.300 |
492.100 |
|
Total Income |
7476.000 |
7740.900 |
9603.300 |
8299.500 |
|
Total Expenditure |
4996.800 |
5623.200 |
5814.800 |
5601.800 |
|
Operating Profit |
2479.200 |
2117.700 |
3788.500 |
2697.700 |
|
Interest |
0.000 |
0.000 |
0.000 |
0.000 |
|
Gross Profit |
2479.200 |
2117.700 |
3788.500 |
2697.700 |
|
Depreciation |
135.400 |
136.900 |
140.500 |
148.300 |
|
Tax |
89.900 |
32.500 |
188.700 |
70.500 |
|
Reported PAT |
2253.900 |
1948.300 |
3459.300 |
2478.900 |
KEY RATIOS
|
PARTICULARS |
31.03.2007 |
31.03.2006 |
31.03.2005 |
|
Debt Equity Ratio |
0.72
|
1.39 |
1.08 |
|
Long Term Debt Equity Ratio |
0.72
|
1.37 |
1.03 |
|
Current Ratio |
5.95
|
5.46 |
3.34 |
|
TURNOVER RATIOS |
|
|
|
|
Fixed Assets |
2.91
|
2.57 |
2.23 |
|
Inventory |
7.72
|
7.74 |
7.20 |
|
Debtors |
8.13
|
7.09 |
6.90 |
|
Interest Cover Ratio |
73.79
|
44.52 |
29.20 |
|
Operating Profit Margin(%) |
30.21
|
31.04 |
29.34 |
|
Profit Before Interest and Tax Margin(%) |
28.20
|
28.70 |
26.72 |
|
Cash Profit Margin(%) |
29.32
|
28.82 |
27.00 |
|
Adjusted Net Profit Margin(%) |
27.31
|
26.48 |
24.39 |
|
Return On Capital Employed(%) |
19.30
|
16.31 |
16.37 |
|
Return On Net Worth(%) |
32.15
|
35.93 |
31.38 |
LOCAL AGENCY
FURTHER INFORMATION
HISTORY
Subject was
incorporated on 1st March 1993 at Vadodara in Gujarat having Company
Registration Number 19050.
Sun Pharmaceutical
Industries (SPIL), started as a partnership firm in 1983 by Dilip Shanghvi,
manufactures formulations and bulk drugs. Initially operating with a plant at
Vapi, Gujarat, it set up two more plants, at Silvassa and Panoli. The company
operates in select therapeutic segments like psychiatric, neurology, cardiology
and gastro-enterology. It markets speciality ranges of high-value branded
formulations in several countries across Asia, Africa and west Asia.
During June 2000,
the company introduced several products including Celact (celecoxib), Oleanz (olanzapine),
Rofact (rofecoxib), Nodict (naltrexone), Fexotrol (fexofenadine), Zelast
(azolastine) and (Ketorid(ketotifen). In the year 2000-01, across the company's
eight speciality divisions, 33 new products were launched. Taking the lead for
new products among the therapy areas were cardiology (6 products), diabetology
(4) and opthalmology (6). Likely brand out performers among these are the
antihypertensive Irovel (Rapilin, Pioglit, Rezult) for antidiabetics and the
erectile dysfunction treatment Edegra. In the year 2004-05 the company has
introduced over 40 products and also the company took 26 APIs from lab to plant
which includes 18 processes for drug master files.
The company has been aggressive on M and A front and has acquired companies and
brands like Knoll Pharma's bulk drug facility, Gujarat Lyka Organics, M. J.
Pharma, Natco's brands, Milmet Labs. With this the company has acquired
critical mass and extended its range of specialised therapy products. Subject
has acquired Detroit-based Caraco Pharmaceutical Laboratories (acquired for $
7.5 million) also later on got the approval for three abbreviated new drug
applications (ANDAs)
Sun Pharma has merged its 99.98% subsidiary Sun Pharmaceuticals Exports and
Pradeep Drug Company (PDCL), an BIFR referred company with itself effective
from April 1, 2000. And M J Pharmaceuticals (MJPL) was merged with the company
effective from January 2002. The shareholders of MJPL has been allotted one
equity share for 210 equity shares of MJPL.
The company went into takeover by acquiring Hindustan Antiobiotics Limited a
oldest PSU in the pharma sector. The deal was struck at a price of Rs.2600
millions by which Sun pharma would meet the liabilities of Hindustan
Antibiotics which is currently under the purview of BIFR. Following the BIFR
approval-Sun Pharma would have to make the payment within a period of 30 days.
Sun Pharma would use the manufacturing facilities of Hindustan Antibiotics for
product expansion and to specific particularly for Pencillin-G.
The subsidiaries of SPIL are Zao Sun Pharma Industries Limited, Sun Pharma
Global Inc., Milmet Pharma Limited, Sun Pharmaceutical (Bangladesh) Limited,
Caraco Pharmaceutical Laboratories Limited, Sun Farmaceutica Limiteda (Brazil),
Sun Pharma De Mexico, SA DE CV, Sun Pharmaceutical Industries Inc.
A new formulation plant at Dadra has started its operations in order to meet
its domestic market requirements. The plant was built up at an area of 120,000
sq.ft and plant was completed within a period of 10 months. Cardivas and Aztor
were the new products that were during 2001-02.
In the year 2004-05 company added 250000 sq ft of research floor area across 2
high capability sites in Baroda and in Mumbai. At Baroda the new chemical
entity facilities enable to take ahead a project from idea through animal
testing and preliminary testing in humans under one roof and in Mumbai the
research facility offers a state of the art pharmaceutics lab over 50000 sq ft
with 65 Scientists offering technical support for US Projects. Further the
company has recently commissioned a new dosage form sites at Dadra and Jammu
which offer over 70000 Sq Ft of manufacturing floor area and 2160 mill/year
tabs capacity, production for the local market has been shifted to these sites.
At Halol, manufacturing unit for formulations has added a new injectable area.
The company has also completed its expansion of 36000 sq ft of manufacturing
floor area with 7 Highspeed lines to make injectables and eyedrops for the
regulated markets and this will be commissioned in the first quarter of
2005-06. Further the company has planned about the capacity expansion at
Ahmednagar to tackle the increasing demand for Caraco's products.
The face value of the shares were sub-divided to Rs. 5 each from Rs.10 in 2003.
Subject went for expansion during 2003-04, as it increased installed capacity
of Bulk Drugs by 109.50 Kilo Litres and consequent of this expansion the total
capacity of Bulk drugs has been increased to 648.00Kilo Litres.
During 2004 the company allotted bonus shares for its equity shareholders in
the ratio of 1:1. The company has merged Phlox Pharmaceuticals Limited (Phlox)
with itself from 1st March 2004. Accordingly, For every 790 equity
shares of Rs.10/- each held in Phlox, 1 Equity Share of Rs. 5/- each of the
Company have been issued.
In
2006, the company has undertaken demerger of its units of Innovative Research
and Development activities and new Drug Delivery Systems effective from 1st
April 2006. Which is presently pending before the honourable High Court of
Gujarat for its approval.
The company's acquisition and mergers has significantly add to the
manufacturing base. They now have 16 plants in all. Seven of these plants make
API and nine make formulations. In addition to streamlining and corrections at
the newly acquired plants, there was some capacity expansion at the existing
plants too.
MILE STONE
1983
The company starts
operations with 5 psychiatry-based products. A team of 2 people quickly grows
to 10 employees. Year 1 turnover- Rs. 1.000 million. Initial coverage is
limited to Kolkata. Within a year the company expands to cover all eastern
states. A small manufacturing facility for tablets/capsules is set up in a shed
at Vapi. (This plant subsequently is expanded/upgraded in every year that
follows.)
1986
Administrative
office is set up in Bombay. Customer coverage extends to Western India.
1987
Marketing
operations are expanded nation-wide.
1988
Monotrate, Angizem,
the initial products in cardiology are launched. The company is reported in a
market audit by the prescription tracking company, ORG* for the first time-
rank 107th, 0.1% Market share.
1989
The corporate
office is shifted to Baroda, in the western state of Gujarat. Products used in
gastroenterology are introduced. Exports begin, with marketed to neighboring
countries in Asia.
1991
At SPARC, (the proposed research center) - construction groundwork is
started. Turnover Rs. 97.400 millions, Rank 70th.
1993
SPARC is inaugurated. Moscow, Toronto offices opened. Products are now
registered in 10 markets.
1994
After an IPO in October, the company is listed on stock exchanges in India.
The offering is oversubscribed 55 times. The company's first greenfield bulk
drug plant at Panoli starts production. A dosage form plant at Silvassa starts
production. Major expansion at the existing plant in Vapi is completed. One
product now features among the top 250 pharma brands in the Indian market. A
separate division, Synergy, is created to market Psychiatry/ Neurology
products.
1995
A division, Aztec, is begun for cardiology products. A reallocation of
products across divisions also takes place. Inca, a new division to market critical
care medication to intensive care units commences operations. International
marketing is strengthened with offices in Ukraine and Belarus.
1996
A bulk drug unit at Ahmednagar is acquired from Knoll Pharma. A stake is
acquired in a generic dosage form manufacturer, the Detroit based Caraco Pharm
Labs. An equity stake is picked up in Gujarat Lyka Organics Limited., a
manufacturer of cephalexin bulk active with a USFDA approved intermediate. An
equity stake in also picked up in MJ Pharma, a manufacturer of several dosage
form lines with a UK MCA approved plant. At the close of the year, the company
ranks 27th with 2 products ranking among the country's top selling 300 pharma
brands. Product registrations are now in place across 24 countries.
1997
TDPL, a company with a diverse product offering (oncology, fertility,
anesthesiology, pain management) is merged with Sun Pharma. This brings a ready
entry into new therapy areas that offer growth opportunity. Marketing is
reorganized into 6 speciality-focused divisions. A research and development
facility, the company's second, is established. This center will make dosage
forms and supporting documentation for the generic markets in North America and
Europe.
1998
A basket of brands
is acquired from Natco Pharma, some of the products use a time release
technology. For a quick entry in the area of ophthalmology, Milmet Labs, a
company with interesting products in this area, is merged into Sun Pharma. The
company's new formulation plant at Silvas commences operations.
1999
Rank moves within
the top 10 in the domestic market. The bulk cephalexin manufacturer Gujarat
Lyka Organics is merged with Sun Pharma.6 brands now feature among the leading
300 pharma brands in India.
2000
Ranked 5th among all companies in the domestic market . Pradeep Drug
company, a Chennai based bulk active manufacturer is merged with Sun Pharma.
The company announces a dedicated research campus for NCE initiatives with
investments of Rs. 40cr over two years.
FUTURE PLANS
At the
end of the year, across the two research centers, close to 500 scientists are
at work in over 170 labs spread about over 300,000 sq. ft. of research floor
area. A new world class bioequivalence center spanning on 25000 sq. ft. and
with a 78 bed capacity was built and commissioned this year. One NCE has
finished Phase 1 of human trial, and 2 NDDS projects will enter trials over the
next two quarters in the developed/regulated markets. The company has also
announced plans to demerge the innovative part of its business into a separate
listed company.
TRADE REFERENCES:
v Sun Petrochemical Private Limited
v Sun Speciality Chemicals Private Limited
v Navjivan Rasayan (Gujarat) Private Limited
OTHER INFORMATION:-
|
CONTINGENT LIABILITIES NOT PROVIDED FOR |
31.03.2007 (Rs. In millions) |
31.03.2006 (Rs. In millions) |
|
Guarantees Given by the bankers on behalf of the Company |
232.400 |
91.700 |
|
Letters of Credit for Imports |
232.800 |
328.500 |
|
Liabilities Disputed - Appeals filed with respect to : |
|
|
|
Sales Tax |
41.000 |
42.600 |
|
Excise Duty |
18.000 |
8.700 |
|
Income Tax |
559.900 |
190.600 |
|
ESIC Contribution |
0.200 |
0.200 |
|
Drug Price Equalisation Account [DPEA] on account of demand towards unintended benefit, including interest there on, enjoyed by the Company |
14.000 |
14.000 |
|
Demand by JDGFT import duty with respect to import alleged to be in excess of entitlement as per the Advanced Licence Scheme |
10.300 |
9.400 |
|
Claims against the Company not acknowledged as debts |
4.500 |
1.100 |
|
|
|
|
|
2. Estimated
amount of contracts remaining to be
executed on capital account [ net of advances ]. |
276.100 |
131.000 |
Demerger of Immiovatave [Research and Development
Unit of the Company
As they informed
last year, the Company had undertaken Demerger of its Unit of Innovative
Research and Development activities and New Drug Delivery systems. The said
Demerger has been sanctioned by the Honourable High Court of Gujarat pursuant
to Sections 391 -394 of the Companies Act, 1956 on I st March, 2007 with
appointed date as the close of business hours on 28th February,
2007.On completion of the necessary formalities, the Demerger has been
effective on 28th March, 2007 and the impact of the Demerger has been
incorporated in the Audited Accounts for the year. On the scheme being
effective, Sun Pharma Advanced Research Company Limited. The Resulting Company
ceased to be the subsidiary of the Company.
There was a significant change in the therapy wise growth rates this year, with the possibility of seasonal epidemics such as dengue/ chikungunya accelerating growth of acute therapy areas such as pain management and antiinfectives. This is unlike previous years where chronic therapy areas showed higher growth.
The Indian prescription market is Rs 279 bill, with 14% growth rate at the stockist level, based on market data for companies that have a national presence. (IMS ORG Stockist Audit, MAT, March 07).
Speciality therapy areas continued to show above market / double digit growth rates. As they've said earlier, increasing per capita income in urban areas, better access to medicines and doctors, higher awareness of therapies and ailments are driving growth in speciality pharma.
Like last year, an important development that continued to preoccupy pharma companies this year too, was the proposed pricing policy announced by the government. The previous parameter for price control was essentiality which makes tremendous sense in a country like India, where a tiny slice of the population has access to medicines, healthcare insurance is minimal, and the patient pays for medical care. The suggested policy tentatively added chronic or lifestyle disease as a criteria, increasing complexity in a market where pharmaceutical costs are the least anywhere in the world on account of intense competition. This proposed move would increase the span of products under price control from 74 at present to over 350. This single piece of legislation could dramatically alter the pharma market and is being debated vigorously by industry bodies at the highest levels. At this point in time, it would be difficult to speculate as to when, and in what form, would the pricing policy finally see light of day.
FIXED ASSETS
v
Freehold Land
v
Leasehold Land
v
Buildings
v
Plant and
Machinery
v
Vehicles
v
Furniture and
Fixtures
WEBSITE DETAILS
Company Profile
They are an international speciality pharma company, with a presence in 30 markets. They also make active pharmaceutical ingredients. In branded markets, the products are prescribed in chronic therapy areas like cardiology, psychiatry, neurology, gastroenterology, diabetology and respiratory.
They have the same drive for growth that marked the early
days. Subject came into existence as a startup with just 5 products in 1983. In
the time since, they have crossed several milestones to emerge as an important
speciality pharma company with technically complex products in global markets,
and a leading
pharma company in India.
In India, they have reached leadership in each of the therapy areas that they operate in, and are rated among the leading companies by key customers. Strengthening market share and keeping this customer focus remains a high priority area for the company.
In the post-1996 years, they have used a combination of internal growth and acquisitions to drive growth; important mergers were those of the US, Detroit based Caraco Pharm Labs, ICN Hungary (now called Alkaloida Chemical Company Exclusive Group), and that of the internationally approved plants at Halol, India as well as Bryan, Ohio, US and Cranbury, NJ, US.
They have shifted work related to new molecules and drug delivery systems to a company, SPARC, which is listed on the Indian stock exchange.
Group
Companies
Caraco Pharmaceutical Laboratories
Based in Detroit, Michigan, Caraco
develops, manufactures, market and distributes generic and private label
pharmaceuticals and markets them throughout the United States. The corporation's present portfolio consists of a number of
products in various strengths and package sizes, across a variety of
therapeutic segments, including epilepsy and hypertension. For the most recent
year ending March 2007, Caraco had sales of over $117 millions.
Caraco's manufacturing facility and executive offices were
constructed in 1991, after a $9.1 million loan from the Economic Development
Corporation of the city of Detroit. Since August 1997, capital infusions and
loans have primarily come from subject.
The company's investment in and support of Caraco has
resulted in, since the second quarter of 2002, Caraco achieving the sales to
support its operations. As of March 2007, Sun Pharma owns approx 75% on a
diluted basis of the outstanding common shares of Caraco. Subject has two R and
D centers in Baroda and Mumbai, where development work for generics is done.
Sun Pharmaceutical
Industries Inc. (SPI)
Sun Pharmaceutical Industries Inc is a Michigan Corporation
and a wholly owned subsidiary of Sun Pharmaceutical Industries Limited, India.
In the second half of 2004, Sun Pharma acquired the
trademarks, manufacturing know-how and other intellectual property of certain
pharmaceutical products from Women's First Healthcare, Inc, which was under
bankruptcy proceedings. On completion of the acquisition in December 2004,
these products were assigned to Sun Pharma Inc.
In December 2005, Sun Pharma Inc completed the purchase of
dosage form manufacturing operations of Able Labs in the US for USD 23.15
million from the US Bankruptcy Court of the District of New Jersey, Trenton. A
plant spread over 35,000 sq ft, in Bryan, Ohio, manufactures liquids, creams,
and ointments. This plant was purchased from Valeant Pharma.
The Ohio plant is now approved by the USFDA and the Cranbury
plant expects to receive approval shortly.
In January 2005, the company entered into a distribution and
sale agreement with Caraco. Under the agreement, Caraco distributes and sells
SPI’s products using its business organization, management personnel, and
distribution set up.
Sun Pharmaceutical
(Bangladesh)
Sun Pharmaceutical (Bangladesh) is a private limited company
incorporated in March 2001 under the Companies Act 1994. This company was
formed jointly with Sun Pharma, City Overseas Limited, a company incorporated
in Bangladesh and Sun Pharma Global Inc, a company incorporated under the laws
of the British Virgin Islands. The company began commercial operations in
October 2004. The company owns and operates a pharmaceutical factory and makes
pharmaceutical products that are sold in the local market. It currently markets 48 products
and had reported a loss of 15 mill Taka for the year ending March 07. (Previous
year: 44 mill Taka loss)
Alkaloida Chemical
Company Exclusive Group Limited.
ICN Hungary, purchased from Valeant Pharmaceuticals in 2005,
is one of the few units worldwide, authorized to make controlled substances.
ICN Hungary has now been renamed Alkaloida Chemical Company. This 170 acre site
has facilities spread over 1,75,000 sq ft for the manufacture of bulk actives,
with 500 KL capacity and designated areas to make controlled substances. It has
a 150,000 sq ft facility for different dosage forms such as film coated and
effervescent tablets, capsules, etc. A large 65,000 sq ft research center has
labs across synthetic chemistry, instrumentation analytical and structural
elucidation. The site is operational with 450 people and additional
recruitments are planned over time.
Acquisitions
They, along with the subsidiaries, recently signed definitive agreements to acquire Taro Pharmaceutical Industries Limited., (TAROF, Pink Sheets), a multinational generic manufacturer with established subsidiaries, manufacturing and products across the U.S., Israel, Canada. North America represents more than 90% of Taro's sales.
This is a USD 454 million acquisition. Taro has a strong franchise in dermatology and topical products, in addition to product baskets in cardiovascular, neuropsychiatric and anti-inflammatory therapeutic categories. Taro US has more than 100 ANDA drug approvals in the U.S. alone. One NDA as well as 26 ANDAs are awaiting approval with the USFDA.
Able Labs
Assets only, December 2005
Dosage form manufacturing
facilities spanning 2,50,000 sq ft with specifically designed areas to handle the
manufacture of controlled substance dosage forms, were acquired for $23.15
million, from the US Bankruptcy Court of the District of New Jersey. This deal
also includes the rights to product dossiers that were being marketed by Able,
some of which they intend to bring to market after re-filing.
ICN, Hungary (2005)
and a manufacturing plant in Bryan, Ohio 2005
A plant in Hungary, ICN Hungary
(previously known the world over as Alkaloida), one of the few sites globally
that is authorized to make controlled substance APIs, was bought from Valeant
Pharmaceuticals (NYSE:VRX). This 170 acre site with a 70-year manufacturing
history, has facilities spread over 1,75,000 sq ft for the manufacture of APIs,
as well as designated areas to make controlled substances. It also has
facilities for dosage form manufacture and a large research center.
Streamlining of operations, filing for the developed markets and addressing
developed market customers is some of the steps that have been put into place
as part of the turnaround.
Another facility in Ohio, US, for
the manufacture of liquids, creams and ointments was also bought from Valeant,
in order to file for interesting products in this area.
Niche brands
purchased from Women's First Healthcare 2004
Niche brands were bought from the San Diego, US, based
Women's First Healthcare (WFHC, not listed) for less then $4 million. These
brands are the gynaecological Ortho-Est® (estropipate), and the antimigraine
preparation Midrin® (isometheptene, acetaminophen, dichloralphenazone). In
2001, WFHC had acquired the US rights for Ortho-Est®, Midrin® and one more
product, for a total of $25.7 million plus royalty payments. They consider this
brand acquisition to be a first step in the branded generic space in the US at
a reasonable cost.
Phlox Pharma Merged 2004
Phlox Pharma, an API manufacturing pharma company, has a
plant for Cephalosporins in Baroda District. This plant is approved for
European markets for Cefuroxime axetil amorphous. Filings for additional
Cephalosporin-based actives are planned. Substantial capacity addition has been
completed and facilities meeting international regulatory requirements have
been created for sterile and non-sterile Cephalosporin formulations. This site
recently received USFDA approval.
Pradeep Drug
Company Limited Acquisition, 2000
This WHO cGMP approved API manufacturing site for India and
neighbouring markets was upgraded and has subsequently received ISO 9002 and
14001 certification.
Milmet Labs Acquisition, 1999
Milmet's presence in ophthalmology with well-trusted brands
like Viscomet (used in major eye surgeries) and Timolet (for glaucoma) made it
an attractive acquisition candidate. New products were brought in, several of
which used complex delivery technologies such as gel forming systems, the
portfolio was revamped, and coverage improved for a move in rankings to a
number 1 based on prescription share with this high-growth specialist group.
Brands from Natco
Pharma Brand buyout, 1998
A basket of brands in the respiratory/chest therapy area as
also brands in gastroenterology, orthopedics, anti-infectives and pediatrics
were acquired. In line with the company's strategy of reorienting brands so
that they can offer the best value, these brands were shifted into different
divisions, doctor call-lists were reworked and new products added backed by
strong promotional programs.
Caraco Subsidiary-initial equity stake 1997, incremental stake
increases 1997-2003, larger stake buyout 2004
Caraco Pharmaceutical Laboratories (CPD: Amex) is a Detroit,
US based manufacturer of generic pharmaceuticals with a US FDA approved 70,000
sq ft plant. In 1997, Sun Pharma invested an initial $7.5million and structured
a technology transfer agreement with the loss making, $0.8 million sales
turnover Caraco, that would help it bring new products to market and build
sales. A similar agreement was signed in 2002 on completion of the first
agreement. Stakes were bought from two large shareholders in 2004, taking the
holding to over 60% from 44%, and now the stake is 75% on a diluted basis,
which has been reached by technology transfer.
Based on the technology transferred out of Sun Pharma,
Caraco now markets 34 ANDAs (including 10 Sun Pharma ANDAs) and has witnessed
an increase in sales to $117 million in the year ending March 2007. 77 more
ANDAs await approval from both the companies with a well-considered pipeline of
generics under development. The US generic opportunity is immense, with
products worth over $40 bill likely to go off patent in the next few years. For
some key products, Caraco sources API from Sun Pharma's plants and competes as
an integrated manufacturer. Such integration offers considerable time and cost
advantages in the competitive US generics market.
MJ Pharmaceuticals
Limited Equity stake, 1996; merged with Sun Pharma in
2002-03
This plant, with one USFDA approval for Cephalexin capsules
and UKMHRA approvals for oral dosage forms, was acquired for the tremendous potential
that the site offered for international markets.
This flagship plant is spread over 60,800 sq. mt, and has
been upgraded to offer capability across dosage form lines (sterile dry powder
injections, small volume injections, nasal sprays, tablets, capsules, soft
gelatin caps, aerosols, ophthalmics). This plant has one of the best
manufacturing sites for insulin in India, and has one of Asia's largest sites
for injectables and nasal sprays. This site, with 7 manufacturing lines, spread
over 36,000 sqft, was recently inspected and approved by the USFDA for
injectables and nasal sprays.
Other approvals include those from South African Medicines
Control Council (MCC), Brazilian National Agency of Sanitary Surveillance
(ANVISA) and Columbian Instituto Nacional de Vigilancia de Medicamentos y
Alimentos (INVIMA).
Gujarat Lyka
Organics Limited Equity stake 1996, Merged 1999
This manufacturing site for Cephalexin and 7ADCA actives has
since been converted into a ISO 9002 certified, intermediates and API manufacturing
site for India and traditional markets.
Tamil Nadu Dadha
Pharmaceuticals Limited Acquisition, 1997
Enabled a quick entry into high-growth therapy areas of
interest: fertility, anticancer, anesthesiology, gynaecology, pain management.
Trusted brands, processes for difficult-to-make Oncology products such as
Cisplatin and Carboplatin, and a field force with existing relationships were
advantages. In the subsequent years, this portfolio was totally revamped to
bring new products to market, doctor coverage was improved, and a swift
increase in customer rankings was seen. They revamped the product list with new
products based on complex technologies, like Susten and Lupride, to earn the
trust of doctors in India and world markets.
PRESS RELEASES :-
Sun
Pharmaceutical Exercises its Options to Acquire the Shares of the Controlling
Shareholders of Taro Pharmaceuticals
Mumbai,
India: June 26, 2008: Sun Pharmaceutical Industries
Limited. (Reuters: SUN.BO, Bloomberg: SUNP IN, NSE: SUNPHARMA, BSE: 524715)
today announced that a subsidiary of Sun Pharma has exercised the Option
under
its Option Agreement to acquire all the shares held by the controlling
shareholders of Taro Pharmaceuticals
Industries
Limited (Taro). On May 18, 2007, Taro and Sun Pharma's subsidiaries entered
into a Merger Agreement whereby Sun Pharma's subsidiary would acquire Taro
which the Taro Board of Directors unanimously approved. At that time, Taro was
in a dire financial crisis and Sun Pharma agreed to invest nearly USD 60
million in cash to save Taro from bankruptcy. In the event the merger was not
consummated, Taro’s controlling shareholders led by Taro’s Chairman, Barrie
Levitt, granted Sun Pharma an option to acquire all their shares, including all
of the Founders’ Shares of Taro. Taro purported to terminate the Merger
Agreement on May 28, 2008. Pursuant to the Option Agreement, Sun Pharma may
exercise its Options within 30 days after termination of the Merger Agreement.
Although Sun Pharma believes that Taro’s purported termination of the Merger
Agreement was improper, it has exercised the Options to preserve its rights
under the Option Agreement and states that the exercise of the Options shall
not in any way be construed to be an acceptance or recognition of the purported
termination of the Merger Agreement. In connection with the exercise of the
Options, Sun Pharma will in the next few days commence a Tender Offer for all
Ordinary Shares as required by the Option Agreement. The Option Agreement also
requires that Sun Pharma specifically commence its Tender Offer at USD 7.75 per
share.
On the
very same day that Taro purported to terminate the Merger Agreement, Taro and
the non-Levitt family Directors, who are not signatories to the Option
Agreement, filed a motion in Israel designed to try to delay and ultimately
block the consummation of the Option Agreement. This follows a continuous
pattern whereby Dr. Levitt
and
his Board of Directors delayed the consummation of the merger by failing to
hold the requisite shareholders meetings to consider the merger, culminating in
the improper termination of the Merger Agreement.
Today,
Sun Pharma has filed an action in the Supreme Court of the State of New York
against Taro and its full Board of Directors. The action asserting fraud claims
against Taro and its Directors asks the Court to order the controlling
shareholders to honor their promises under the Option Agreement. In addition,
Sun Pharma asks for an order declaring that the Merger Agreement was not
properly terminated.
Mr.
Shanghvi, Chairman and Managing Director, Sun Pharma said, “We have had enough
of the delays, excuses and misrepresentation by the Board of Taro and Dr
Levitt. In good faith, Sun Pharma complied with its obligations under the
Merger Agreement approved by Taro’s Board and is now complying with the terms
of the Option Agreement signed by Dr. Levitt and his family. Now it is time for
Dr. Levitt and his family to do what is required of them under the Option
Agreement. We will do everything required to preserve our rights.”
Important
Additional Information
This
communication is for informational purposes only and does not constitute an
offer to purchase nor a solicitation of an offer to sell Ordinary Shares of
Taro Pharmaceutical Industries Limited. (Taro). The solicitation of offers to
buy Ordinary Shares will only be made pursuant to the offer to purchase to be
issued in connection with the launch of the tender offer (as may be amended or
supplemented), the related letter of transmittal, and other related documents
that Alkaloida Chemical Company Exclusive Group Limited. intends to file with
the U.S. Securities and Exchange Commission (SEC) and deliver to holders of
Taro's Ordinary Shares. Holders of Taro's Ordinary Shares are strongly advised
to carefully read the tender offer statement and other relevant documents
regarding the tender offer filed with the SEC when they become available
because they will contain important information.
All of
those materials (and all other documents the Company files with the SEC) will
also be available at no charge on the SEC’s website (http://www.sec.gov) and
from the information agent.
About
Sun Pharmaceutical Industries Limited.
Established
in 1983, listed since 1994 and headquartered in India, Sun Pharmaceutical Industries
Limited. (Reuters: SUN.BO, Bloomberg: SUNP IN, NSE:SUNPHARMA, BSE: 524715) is
an international, integrated, speciality pharmaceutical company. It
manufactures and markets a large basket of pharmaceutical formulations as
branded generics as well as generics in India, US and several other markets
across the world. In India, the company is a leader in niche therapy areas of
psychiatry, neurology, cardiology, diabetology, gastroenterology, and
orthopedics. The company has strong skills in product development, process
chemistry, and manufacturing of complex API, as well as dosage forms. More
information about the company can be found at www.sunpharma.com.
Sun Pharma’s
lead molecule enters Phase II in the US
Mumbai, October 20:
Sun Pharma, the speciality pharma company, today announced that its lead
anti-allergic molecule has received permission from the USFDA to enter Phase II
trials in the US. This Phase II trial is being conducted in the US directly by
the company, using a reputed CRO. This is, so far, the first IND filing and
phase II study in the US for an Indian company working independently without a
partner.
Based on
pre-clinical and Phase I studies, the product appears to have a safer
pharmacologic profile, with faster onset of action without major side effects.
Dilip Shanghvi, the
Chairman and Managing Director of Sun Pharma, said, “ They are excited about
this NCE candidate, their first-ever lead in Phase II. In their estimate, the
Phase II trials should be completed on their own strength, technical as well as
financial.”
Sun Pharma conducts
drug discovery research in facilities at Baroda and Mumbai, India. This is the
first lead molecule in human trials from the company’s innovative research
program. The company has shared plans to demerge its innovative R and D
programs into a new company by this fiscal, and expects to share more
information about the innovative pipeline a month prior to listing the new
company.
ACHIEVEMENTS:
v The company was rated among the best companies
for 2002 worldwide (turnover less than $ 500 million) by the business magazine
Forbes Global. The company was featured among 10 companies in India, and more
than 20000 companies featured globally.
v The company was also selected as the top
rated company among the top 10 Indian companies (Express Pharma Plus award for
overall excellence-2002, market share over 2.5%).
The company has
Joint Venture/Collaboration with
Caraco Pharma Laboratories, U.S.A.
Sun Pharma Comments on Taro’s Potential Sale
of its Irish Operations
Mumbai, India: June
5, 2008: Sun Pharmaceutical Industries Limited. (Reuters: SUN.BO, Bloomberg:
SUNP IN, NSE:
SUNPHARMA, BSE:
524715) today sent a letter to Barrie Levitt, M.D., Chairman of Taro
Pharmaceutical Industries Limited (Taro, Pink Sheets: TAROF) regarding Taro’s
comments about its Irish subsidiary, in the Company’s press release dated May
28, 2008, which Sun believes indicate that Taro intends to pursue a sale of
these operations.
The full text of Sun
Pharma’s letter to the Taro Board appears below:
June 5, 2008
Board of Directors
Taro Pharmaceutical
Industries Limited
14 Hakitor Street
Haifa Bay 26110,
Israel
Taro Pharmaceutical
Industries Limited
Italy House, Euro
Park
Yakum 60972, Israel
Dear Sirs and
Madams:
They refer to the
press release dated May 28, 2008 of Taro Pharmaceutical Industries Limited.
(“Taro”) regarding,among other things, Taro’s purported termination of the
Agreement of Merger, dated as of May 18, 2007 (the “Merger Agreement”), among
Taro, and the affiliates, Alkaloida Chemical Company Exclusive Group Limited
and Aditya Acquisition Company Limited
In the press release
Taro makes a point of mentioning the monthly costs of operations in Ireland and
that while the company reached an agreement in principle after the date of the
Merger Agreement to sell Taro Pharmaceuticals Ireland Limited (“Taro Ireland”),
an Irish subsidiary of Taro that owns and operates the multipurpose
pharmaceutical manufacturing and research facility in Roscrea, Ireland, to a
group of Irish investors, “Sun repeatedly refused to consent under the Merger
Agreement to the sale of those operations.” At the end of the press release,
Taro goes on to add that “[a]bsent the constraints of the Merger Agreement the
Company plans to pursue all options available in order to enhance shareholder
value, including… a sale of assets.”
The clear intimation
is that Taro intends to pursue the sale of its Irish operations now that it
purports to have unilaterally terminated the protections afforded to us under
the Merger Agreement. As you know, they had several reasons for withholding the
consent to the sale of the Irish operations, including, without limitation: (1)
concerns regarding the sale process and the fact that the agreement in
principle Taro reached with the Irish buyers significantly undervalued the
Irish operations, (2) the Irish operations presented Sun with considerable
strategic and synergistic value as part of its merger with Taro; and (3) the
facility has the potential to produce substantial revenues for Taro in the
future and any sale now is premature. Given the number of injectable products
which have been approved, or are in process for approval, by the Irish
authorities, and the access this provides to Europe, they believe that the
Irish facility is of strategic importance to Taro.
The understanding is
that to date Taro’s Irish operations have been loss making since the time the
Roscrea facility was acquired in March 2003. While Taro’s Form 20-F filed in
March 2007 listed several measures being pursued by management for liquidity
improvement, the Irish operations were not cited as a drain on Taro’s
liquidity, nor was the sale of the Irish facility listed as a remedial option.
In fact, at no point in time during the financial crisis that precipitated the
entry of the Merger Agreement, did Taro identify the disposal of the Irish
facility as a measure to ease
liquidity despite the monthly operating costs related to those operations.
Nothing prevented you from pursuing this option prior to May 2007 during Taro’s
most dire liquidity period.
They believe that
it is only appropriate for Taro to educate all shareholders as to the process
followed by Taro in soliciting and shortlisting the currently identified buyer
for the Ireland facilities. They have several legitimate concerns with regard
to this process and the real motives of Taro’s Board of Directors in pursuing
the sale:
• First, why is the
value of Taro Ireland in the proposed sale agreement less than the real estate
value of the facilities? In the view, the agreement in principle with this
particular buyer significantly undervalues the entire facility – even if one
were to take into account only the existing asset base and ignore any future
growth potential. If one were to add the potential revenue and profit from
sales of products across Europe, the attractiveness of the entire Irish
facility and operations increases multifold.
• Second, they
understand that the proposed consideration for Taro Ireland includes earn-out
payments based on future profits of the operations over a long period of time.
While they anticipate strong future growth potential, such earn-out payments
are contingent on the performance of the third party buyer and, if payable, are
only received at some future time by Taro. To date, Taro has neither been able
to reconcile the valuation nor provide evidence that this is the best offer
available.
• Third, Taro has
provided no evidence of a transparent sale process. Given the undervaluation
mentioned above, and the fact that the identified buyer is personally close to
senior Taro officials, they have doubts as to the arm’s length nature of this
transaction. This close relationship between Taro’s management and the proposed
buyer is especially troubling, given Taro’s repeated refusal to consider Sun as
a potential buyer of the Irish facility on the grounds that they were a
“related party” and the difficulties that Taro’s management claimed were
inherent in such a transaction with a related party.
Sun vigorously
disputes the termination of the Merger Agreement by Taro and will not stand by
idly if Taro pursues actions contrary to the spirit of the Merger Agreement
that strip the company of assets of strategic importance to the company’s
future operations and that Sun would otherwise have had the opportunity to
preserve and subsequently develop had the Merger Agreement not been wrongfully
terminated. Given that Taro knows that Sun views the Irish facilities as having
strategic importance, they believe that any plan by Taro’s Board of Directors
to divest the Irish facilities is part of a concerted effort to discourage Sun
from pursuing its rights to acquire Taro. The Irish operations represent
significant future business opportunity for Taro, and all shareholders of Taro should
question the motivations of members of the Taro Board should they decide to
divest the Irish facilities or any other assets of the company in the current
circumstances, especially if such dispositions are to buyers with close ties to
Taro’s senior management. Certainly, Sun, as Taro’s potential owner, will
scrutinize the transaction process and the terms of any such proposed
transaction and will hold directors of Taro liable for any breach of fiduciary
or other duties that may arise from such a transaction. These and other facts
and omissions by Taro (and its founding shareholders) give rise to substantial
claims that Sun intends to pursue, all of which are expressly reserved.
They may publish an
advertisement in the Irish press notifying any potential buyers of Taro Ireland
or its assets of
Sun’s intentions
should any such sale proceed.
Established in 1983, listed since 1994 and headquartered in
India, Sun Pharmaceutical Industries Limited (Reuters: SUN.BO, Bloomberg: SUNP IN,
NSE:SUNPHARMA, BSE: 524715) is an international, integrated, speciality
pharmaceutical company. It manufactures and markets a large basket of
pharmaceutical formulations as branded generics as well as generics in India,
US and several other markets across the world. In India, the company is a
leader in niche therapy areas of psychiatry, neurology, cardiology,
diabetology, gastroenterology, and orthopedics. The company has strong skills
in product development, process chemistry, and manufacturing of complex API, as
well as dosage forms. More information about the company can be found at www.sunpharma.com.
Sun Pharma receives notice for termination of
merger from Taro
Mumbai, India : May
28, 2008 : Sun Pharma (Reuters: SUN.BO, Bloomberg: SUNP IN, NSE: SUNPHARMA,
BSE: 524715) has received a notice from Taro Pharma (TAROF, Pink Sheets) for
the termination of its merger agreement.
Taro made this
announcement effective 8 am (Israel time).
About Sun Pharmaceutical
Industries Limited
Established in 1983,
listed since 1994 and headquartered in India, Sun Pharmaceutical Industries
Limited (Reuters: SUN.BO, Bloomberg: SUNP IN, NSE:SUNPHARMA, BSE: 524715) is an
international, integrated, speciality pharmaceutical company. It manufactures
and markets a large basket of pharmaceutical formulations as branded generics
as well as generics in India, US and several other markets across the world. In
India, the company is a leader in niche therapy areas of psychiatry, neurology,
cardiology, diabetology, gastroenterology, and orthopedics. The company has
strong skills in product development, process chemistry, and manufacturing of
complex API, as well as dosage forms. More information about the company can be
found at www.sunpharma.com.
Sun Pharmaceutical announces launch of
generic Ethyol®
Enjoys 180 day
marketing exclusivity on this first-to-file ANDA with para IV certification
Mumbai, March 31,
2008: Sun Pharmaceutical Industries Limited. announced today that it has
commercially launched
generic Amifostine
for injection 500mg, which is therapeutically equivalent to MedImmune’s
Ethyol®. SunPharma’s product is being sold in the United States by its
marketing partner Caraco Pharmaceutical Laboratories. Sun Pharma had received a
USFDA approval for this earlier in Mar 2008. Ethyol® has annual sales
ofapproximately USD 80 million in the US.
Sun Pharma, being
the first-to-file an ANDA for generic Ethyol® with a para IV certification, has
a 180-day marketing exclusivity.
Ethyol® is covered
under 3 patents - ‘471 (July 31, 2012), ‘731 (July 31, 2012) and ‘409 (Dec 8,
2017). This ANDA was filed with para IV certification against all the patents.
Medimmune filed a suit in the District Court ofMaryland and the case is under
litigation.
Ethyol® is a
registered trademark of MedImmune Oncology, Inc.
About Sun Pharmaceutical Industries Limited
Established in 1983,
listed since 1994 and headquartered in India, Sun Pharmaceutical Industries
Limited. (Reuters: SUN.BO, Bloomberg: SUNP IN, NSE: SUNPHARMA, BSE: 524715) is
an international, integrated, speciality pharmaceutical company. It
manufactures and markets a large basket of pharmaceutical formulations as
branded generics as well as generics in India, US and several other markets
across the world. In India, the company is a leader in niche therapy areas of
psychiatry, neurology, cardiology, diabetology, gastroenterology, and
orthopedics. The company has strong skills in product development, process
chemistry, and manufacturing of complex API, as well as dosage forms. More
information about the company can be found at www.sunpharma.com.
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 :
The 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.
The 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. 43.16 |
|
UK Pound |
1 |
Rs. 85.51 |
|
Euro |
1 |
Rs. 67.95 |
SCORE & RATING
EXPLANATIONS
|
SCORE FACTORS |
RANGE |
POINTS |
|
HISTORY |
1~10 |
8 |
|
PAID-UP CAPITAL |
1~10 |
9 |
|
OPERATING SCALE |
1~10 |
8 |
|
FINANCIAL CONDITION |
|
|
|
--BUSINESS SCALE |
1~10 |
8 |
|
--PROFITABILIRY |
1~10 |
8 |
|
--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 |
YES |
|
--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 |
YES |
|
--OTHER MERIT FACTORS |
YES/NO |
YES |
|
TOTAL |
|
71 |
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. |
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, they have no basis upon which to
recommend credit dealings |
No Rating |
|