MIRA INFORM REPORT

 

 

 

Report Date :

01.11.2008

 

IDENTIFICATION DETAILS

 

Name :                                

WOCKHARDT LIMITED

 

 

Registered Office :

Wockhardt Towers, Bandra-Kurla Complex, Bandra (East), Mumbai – 400 051, Maharashtra

 

 

Country :

India

 

 

Financials (as on) :

31.12.2007

 

 

Date of Incorporation :

08.07.1999

 

 

Com. Reg. No.:

11-120720

 

 

CIN No.:

[Company Identification No.]

L24230MHPLC120720

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

MUMW01642E

 

 

Legal Form :

A Public limited liability company. The Company's shares are listed on the Stock Exchanges.

 

 

Line of Business :

Manufacturing and Marketing of Pharmaceuticals in the form of Injections, Liquids and solutions, Agro Products, Tablets and Capsules, Ointments, Powders, Bulk Drugs, large volume parenterals and others.

 

 

RATING & COMMENTS

 

MIRA’s Rating :

A

 

RATING

STATUS

PROPOSED CREDIT LINE

56-70

A

Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums

Fairly Large

 

Maximum Credit Limit :

USD 51000000

 

 

Status :

Good

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Clear

 

 

Comments :

Subject is a well established and reputed Company primarily engaged in manufacturing and marketing of Pharmaceutical products. The Company has emerged as a leading player in domestic as well as international markets, with widely accepted and efficacious drugs and formulations. Directors are very well known industrialists. The Company’s performance has been extremely well. Trade relations are fair. Payments are correct and as per commitments. It can be considered good for business dealings on normal trade terms and conditions.

 

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

 

 

LOCATIONS

 

Registered Office :

Wockhardt Towers, Bandra-Kurla Complex, Bandra (East), Mumbai – 400 051, Maharashtra, India

Tel. No.:

91-22-26534444 / 26533333

Fax No.:

91-22-26522727 / 26522828 / 26534242

E-Mail :

wock@giasbm01.vsnl.net.in

wockhard@giasbm01.vsnl.net.in

ocassubhoy@wockhardtin.com

spathak@wockhardt.com

contactus@wockhardt.com

Website :

http://www.wockhardt.com

 

 

Factory :

Pharmaceuticals and Fermentation

 

·         L-1, M.I.D.C. Area, Chikalthana, Aurangabad - 431 210, Maharashtra, India.

     Tel. No.: 91-240-2485102 / 2485041 / 2485696

     Fax No. :91-240-2484796

 

·         B-51/2, M.I.D.C. Area, Waluj - 431 136, Aurangabad, Maharashtra, India.

     Tel. No.: 91-240-2554426 / 2554092 / 2464315

     Fax No.: 91-240-2554356

 

·         Plot No. 87-A, Silver Industrial Estate, Patalia Road, Bhimpore, Nani Daman - 396 210, India.

     Tel. No.: 91-260-2257042

     Fax No.: 91-260-2258940

 

·         69-72 SIDCO Pharmaceutical Complex, Alathur – 603 110, Tamilnadu, India.

     Tel. No.: 91-4114-246210 / 246410

     Fax No.: 91-4114-246432

 

·         Survey No. 106/4, 5, 7 Daman Industrial te, Kadaiya, Nani Daman – 396 210

 

·         Plot No. H-14/2, Waluj Industrial Area, MIDC, Waluj, Aurangabad, Maharashtra, India

 

·         57, Kunjhal, Barotiwala, Nalagarh, District Solan, Himachal Pradesh – 174 103, India

 

Bulk Actives and Intermediates

 

·         Plot No.138, G.I.D.C. Estate, Ankleshwar - 393 002, Dist. Bharuch, Gujarat, India.

     Tel. No.: 91-2646-251293 / 251316 / 221367

     Fax No.: 91-2646-251087

 

Infant and Medical Nutrition

 

·         Village Sarsini, Lalru P.O., Ambala-Chandigarh Road, Dist. Patiala, Punjab - 140 501, India.

     Tel. No.: 91-171-279119

     Fax No.: 91-171-279118

 

BIO-PESTICIDES

 

·         B-33, M.I.D.C. Area, Waluj - 431 136, Aurangabad, Maharashtra, India.

     Tel. No.: 91-240-2564756 / 2564757

     Fax No.: 91-240-2564757

 

 

R and D Centre

·         D – 4, M.I.D.C Industrial Area, Chikalthana, Aurangabad – 431 210, Maharashtra, India

     Tel. No.: 91-240-2485498

     Fax No.: 91-240-2489219

 

 

Healthcare Services

 

·         Wockhardt Hospital and Hear Institute

     14, Cunnigham Road, Bangalore – 560 052, Karnataka, India

     Tel. No.: 91-80-2261037 / 2281146

     Fax No.: 91-80-2281149

     E-Mail: wocknet@giasbg01.vsnl.net.in

 

·         Wockhardt Medical Centre

     2/7, Sarat Bose Road, Kolkata – 700 020, West Bengal, India

     Tel. No.: 91-33-24754320 / 24749165

     Fax No.: 9133-24749237

     E-Mail: wmccal@cal.vsnl.net.in

 

·         Wockhardt Hospital & Kidney Institute 111A

     Rash Behari Avenue, Kolkata – 700 029, West Bengal, India.

     Tel. No.: 91-33-24633320 (20 lines)

     Fax No.: 91-33-24634802

     E-Mail: wmccal@cal.vsnl.net.in

 

 

Overseas Office :

·         Wockhardt Europe Limited

     Central Chambers, Dame Court, Dublin - 2, Ireland.

 

·         Wockhardt Americas Inc.

     188 Route, 10, West Suite 309, East Hanover, New Jersey 07936, U.S.A.

     Tel. No.: 1-973-5601901

     Fax No.: 1-973-5601904

     E-mail : wockamer@worldnet.att.net

 

·         Wockhardt Limited

No. 1611, Jindu Apartments, Building - B, Fanh Zhuang, Beijing          100078, China.

      Tel/Fax No.: 86-10-67620458

      E-Mail : bkm@info.iuol.cn.net

 

·         Wockhardt Limited

 Plateau Akasaka North # 104, 7-6-59 Akasaka, Minato-ku, Tokyo 107, Japan.

       Tel. No.: 03-3505-5964

       Fax No.: 03-3856-0798

 

·         Wockhardt (Europe) Limited

     Centre for African Operations, P. O. Box 42718, Nairobi,  Kenya.

     Tel. No.: 254.2.440020

     Fax No.: 254.2.447005

     E-mail : wockafrica@nbnet.co.ke

 

·         Wallis Laboratories Limited

     Laporte Way, Luton, Bedfordshire, LU4 8WL, England

     Tel. No.: 44-1582-413615

     Fax No.: 44-1582-417964

     E-Mail : rajan@wallisgroup.com

 

·         Wockhardt Europe Limited

Trident Trust Company (B.V.I.) Limited, Trident Chambers, P. O. Box 1            6, Road Town, Tortola, British Virgin Islands.

 

·         Wockhardt Europe Limited

Office No. A225, Prospect Vernadskago, DGM 101, Korpus 3, Moscow – 117526, Russia

Tel/Fax No : 95-937-2288

E-Mail : wockru@com2com.ru

 

·         Wockhardt Limited

38, Nguyen Thi Huynh Street, Ward 11, Dist. Phu Nhuan, Ho Chi Minh City, Vietnam.

Tel. No:: 00848-8477862

Fax No:: 00848-8440953

E-Mail:wock@hcm.vnn.vn

 

·         Wockhardt Limited

M. N. Egypt, 50 B, Ahed Eaziz Fahim Street, Horeya, Hiliopolis, Cairo, Egypt.

Tel. No.: 00202-2414280

      Fax No.: 00202-2456221

 

 

International Offices :

Wockhardt USA Inc.
135 Route 202/206, Bedminster, NJ  07921
Tel.: 1- 908-719 - 4350
Fax: 1- 908-719 - 4351
Email: contactusa@wockhardt.com 

Wockhardt UK Limited
Ash Road North, Wrexham, LL13 9UF, Wales, U.K.
Tel.: 44 - 1978 - 661261
Fax: 44 - 1978 - 660130
Website: www.wockhardt.co.uk
Email: contactuk@wockhardt.com 

Esparma GMBH
Lange Gohren 3, D-39171 Osterweddingen, Germany.
Tel.: 49 - 39205 - 422110
Fax:  49 - 39205 - 422115
Website: www.esparma.de 
Email: contactgermany@wockhardt.com 

Pinewood Healthcare
Ballymacarbry, Clonmel, Co Tipperary, Ireland.
Tel.: 353 - 52 -36253
Fax: 353 - 52 - 36311
Website: www.pinewood.ie
Email: info@pinewood.ie

Negma
Negma,
Avenue de l'Europe, Toussus le Noble, 78771 Magny Les Hameaux cedex
France
Tel : 33 (0) 1 39 25 80 80
Fax : 33 (0) 1 39 25 80 70

 

 

Branches :

Located at :-

 

·         Surendra Industrial Compound, 2nd Pokhran Road, Post Box 117, Thane - 400 601, India.

     Tel/Fax No.: 91-22-25343106 / 2534 28 60

 

·         BFF2, Dilkush Industrial Estate, G T Karnal Road, Delhi - 110 033, India.

     Tel. No.: 91-11-272260 74 / 27226293 / 27144061

     Fax No.: 91-11-27419716

 

·         94-B Abhiramapuram Fourth Street, Alwarpet, Chennai - 600 018, India.

     Tel. No.: 91-44-2499 79 26 / 24997927 / 24997928

     Fax No.: 91-44-24997929

 

·         P-25, C.I.T. Road, Scheme No. VI - M, Calcutta - 700 054, India.

     Tel. No.: 91-33-23341761 / 23342272 / 23340703

     Fax No.: 91-33-23340705

 

·         A-7, Meerut Road, Near Sri Ram Piston, Ghaziabad - 201 001, Uttar Pradesh, India.

     Tel. No.: 91-575-2714883

     Fax No.: 91-575-2718995

 


 

DIRECTORS

 

Name :

Mr. Habil F. Khorakiwala

Designation :

Chairman

Qualification :

B.Pharm, M.S.

Date of Appointment :

01.07.1984

Previous Employment

Wockhardt Private Limited – Managing Director

 

 

Name :

Mr. Huzaifa H Khorakiwala

Designation :

Executive Director

 

 

Name :

Dr Murtaza H Khorakiwala

Designation :

Executive Director

 

 

Name :

Mr. Lalit Kumar

Designation :

Executive Director

 

 

Name :

Mr. Dinesh Dua

Designation :

President – Biotechnology Strategic Business Unit

 

 

Name :

Mr. Rajiv B Gandhi

Designation :

Director - Corporate Finance and Information

 

 

Name :

Dr. Yatendra Kumar

Designation :

President – Pharma Research and Regulatory Affairs

 

 

Name :

Mr. Abbas Master

Designation :

President - Projects

 

 

Name :

Mr. Sanjeev V Mehta

Designation :

President - Corporate Supply Chain

 

 

Name :

Mr. K A Narayan

Designation :

President - Corporate Human Resources & Legal

 

 

Name :

Dr. Mahesh V Patel

Designation :

Director - New Drug Discovery

 

 

Name :

Dr. MK Sahib

Designation :

Director - Genomics and Biotechnology Research

 

 

Name :

Dr. Bharat Trivedi

Designation :

Chief Scientific Officer Medicinal Chemistry-Drug Discovery

 

 

Name :

Mr. Arvind Vasudeva

Designation :

President - Japan and Developing Countries

 

 

Name :

Mr. George Cubuk

Designation :

Managing Director Esparma GmbH, Germany

 

 

Name :

Mr. Sirjiwan Singh

Designation :

Managing Director - Wockhardt UK, Wales

 

 

Name :

Mr. Sunil Khera

Designation :

President – Domestic and International (ROW) Business

 

 

Name :

Mr. Frederic Champavere

Designation :

President – Negma Laboratories, France

 

 

Name :

Mr. Manish Gupta

Designation :

Managing Director – Pinewood Laboratories, Ireland

 

 

Name :

Mr. Kurt Orlofski

Designation :

President – Wockhardt USA Inc. and Morton Grove Pharmaceuticals Inc., USA

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

(As on 31.12.2007)

Names of Shareholders

No. of Shares

Percentage of Holding

Promoters

80585382

73.64

Financial Institutions

85000

0.08

Banks

262733

0.24

Mutual Funds

2428493

2.22

Insurance Companies

8625555

7.88

Foreign Institutional Investors/OCB’s

3851983

3.52

Bodies Corporate

1674757

1.53

Non-resident Indians

215858

0.19

Shares Representing GDRs

774718

0.71

Public

10931424

9.99

Total

109435903

100.00

 

 

BUSINESS DETAILS

 

Line of Business :

Manufacturing and Marketing of Pharmaceuticals in the form of Injections, Liquids and solutions, Agro Products, Tablets and Capsules, Ointments, Powders, Bulk Drugs, large volume parenterals and others.

 

 

Products :

·         Pelox

·         Spasmoproxyvon

·         Proxyvon

 

PRODUCTION STATUS

 

Particulars

Unit

Installed Capacity

Actual Production

Injections

Ltrs.

462600)

245764

Liquids and Solutions

Ltrs.

2100000

2271455)

Tablets and Capsules

Nos. in Lacs

53878

41933)

Ointments

Kgs.

240000)

96986)

Powder

Kgs.

-

4885093)

Bulk Drugs

Kgs.

420200)

450918)

 

 

GENERAL INFORMATION

 

No. of Employees :

2700

 

 

Bankers :

·         State Bank of India, Mumbai (CAG Branch)

·         Punjab National Bank

·         HSBC

·         Standard Chartered Grindlays Bank Limited, Mumbai

·         Citibank N.A., Mumbai

·         ICICI Bank Limited

·         HDFC Bank Middle East, 16, Veer Nariman Road, Fort, P.O. Box. 876, Mumbai - 400001

·         ABN Amro Bank N. V.

·         Credit Agricole Indosuez

·         Credit Lyonnais

·         Dena Bank, 17 B, Horniman Circle, Fort, Mumbai – 400023, Maharashtra, India

 

 

Facilities :

 

Secured Loans

(As on 31.12.2007)

Rs. In Millions

TERM LOANS

 

From banks:

 

Foreign currency denominated loans

1812.860

Rupee denominated loans

5.100

 

 

From others :

 

Rupee denominated loans

2.660

 

 

Working capital loan from Banks

719.140

 

 

Total

2539.760

 

(A) Term Loans are secured as under :

·         Foreign currency denominated loan (External Commercial Borrowings) are secured by mortgage and hypothecation of movable and immovable assets at Aurangabad, Ankleshwar, Daman, Biotech-Waluj, Cephal-Waluj (Plant and Machinery) and Research Centre, Aurangabad. The loans are repayable in July 2008, September 2008 and March 2009.

·         Rupee denominated loans from banks and others are for purchase of vehicles and are secured by hypothecation of vehicles purchased under the agreement.

(B) Working capital loans from banks are secured by hypothecation of inventories and debtors.

 

 

Unsecured Loans

(As on 31.12.2007)

Rs. In Millions

Long term

 

 

Sales tax deferral loan [Of the above Rs. Nil (Previous Year - Rs. Nil) is repayable within one year]

52.290

Zero Coupon Foreign Currency Convertible Bonds

4275.990

 

 

Short term

 

From Banks

1220.000

 

 

Total

5548.280

 

108,500 (Previous Year – 108,500 ) Zero Coupon Foreign Currency Convertible Bonds of USD 1000 each are:

·         Convertible by the holders at any time on or after 24 November, 2004 but prior to close of business on 25th September, 2009. Each bond will be converted into 94.265 fully paid up equity shares with par value of Rs. 5 per share at a fixed price of Rs. 486.075 per share.

·         Redeemable, in whole but not in part, at the option of the Company at any time on or after 25th October 2007 but not less than seven business days prior to maturity date i.e. 25th October, 2009 as per the terms and conditions of the bonds mentioned in the offering circular.

·         Redeemable on maturity date at 129.578 percent of its principal amount, if not redeemed or converted earlier.

 

 

 

Banking Relations :

Good

 

 

Auditors :

Batliboi and Company

Chartered Accountants

 

 

Associates :

Khorakiwala Foundation

 

 

Subsidiaries :

·         Wockhardt UK Holdings Limited (formerly, Wockhardt UK Limited)

·         CP Pharmaceuticals Limited

·         CP Pharma (Schweiz) AG

·         Wallis Group Limited

·         The Wallis Laboratory Limited

·         Wockhardt Farmaceutica Do Brazil Ltda

·         Wallis Licensing Limited

·         Wockhardt Biopharm Limited

·         Vinton Healthcare Limited

·         Wockhardt Infrastructure Development Limited

·         esparma GmbH

·         Wockhardt Europe Limited

·         Wockhardt Nigeria Limited

·         Wockhardt USA Inc.

·         Wockhardt EU Operations (Swiss) AG

·         Wockhardt UK Limited

·         Wockhardt Cyprus Limited

·         Wockpharma Ireland Limited

·         Pinewood Laboratories Limited

·         Nonash Limited

·         PWH Limited

·         Atlantis USA Inc.

·         Negma Lerads S.A.S.

·         Wockhardt France (Holdings) S.A.S.

·         esparma AG

·         Wockhardt Holding Corp

·         MGP Holding Corporation

·         Morton Grove Pharmaceuticals, Inc.

·         MGP Incorporation

·         Girex S.A.S.

·         Mazal Pharmaceutique S.A.R.L.

·         Pharma 2000 S.A.S.

·         Hariphar S.C.

·         Niverpharma S.A.S.

·         Cap Dermatology S.A.R.L.

·         Negma Beneulex S.A.

·         S.E.G.A. S.A.S.

·         Chams Informatique S.A.R.L.

·         S.C.I. Salome

·         DMH S.A.S.

·         Phytex S.A.S.

·         Scomedia S.A.S.

·         Wallis Group Limited

·         Wockhardt Rhein Biopharm Limited

 

 

Fellow Subsidiary :

Carol Info Services Limited

 

 

Holding Company :

Khorakiwala Holdings and Investments Private Limited

 

 

CAPITAL STRUCTURE

 

(As on 31.12.2007)

 

Authorised Capital :

No. of Shares

Type

Value

Amount

250000000

Equity Shares

Rs.5/- each

Rs.1250.000

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

109435903

Equity Shares

Rs.5/- each

Rs.547.180

 

Of the above :

·         70,123,304 (Previous Year – 70,123,304) fully paid-up equity shares of Rs. 5/- each were allotted pursuant to scheme of arrangement to demerge pharmaceuticals business of Carol Info Services Limited (‘CISL’) (formerly Wockhardt Life Sciences Limited).

·         2,400,000 (Previous Year – 2,400,000) fully paid-up equity shares of Rs. 5/- each were allotted pursuant to amalgamation of Wockhardt Veterinary Limited (‘WVL’) with the Company.

·         69,716,132 (Previous Year – 69,716,132) equity shares of Rs. 5/- fully paid up are held by Khorakiwala Holdings and Investments Private Limited, the holding company.

·         439,200 (Previous Year – 439,200) fully paid equity shares of Rs. 5/- each were allotted pursuant to exercise of stock options.

·         36,431,502 (Previous Year – 36,431,502) equity shares of Rs. 5/- each are allotted as Bonus shares out of Capital Redemption Reserve.


 

FINANCIAL DATA

[all figures are in Rupees Millions]

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

31.12.2007

31.12.2006

31.12.2005

SHAREHOLDERS FUNDS

 

 

 

1] Share Capital

547.180

547.180

546.500

2] Share Application Money

0.000

0.000

0.000

3] Reserves & Surplus

9713.060

9018.370

7505.400

4] (Accumulated Losses)

0.000

0.000

0.000

NETWORTH

10260.240

9565.550

8051.900

LOAN FUNDS

 

 

 

1] Secured Loans

2539.760

2221.580

3156.300

2] Unsecured Loans

5548.280

4853.420

4940.800

TOTAL BORROWING

8088.040

7075.000

8097.100

DEFERRED TAX LIABILITIES

1121.210

816.730

0.000

 

 

 

 

TOTAL

19469.490

17457.280

16149.000

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

5697.500

5482.500

3656.200

Capital work-in-progress

3409.210

1530.110

2311.400

 

 

 

 

INVESTMENT

3024.660

1598.910

1842.800

DEFERREX TAX ASSETS

0.000

0.000

0.000

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

2654.560

2149.820

1561.500

 

Sundry Debtors

3469.840

2543.780

2066.800

 

Cash & Bank Balances

1771.490

5192.170

6460.700

 

Loans & Advances to subsidiaries

1368.470

1061.550

0.000

 

Other Loans & Advances

1213.820

1062.260

1620.100

Total Current Assets

10478.180

12009.580

11709.100

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

 

Current Liabilities

2574.600

2337.200

2611.900

 

Provisions

565.460

826.620

758.600

Total Current Liabilities

3140.060

3163.820

3370.500

Net Current Assets

7338.120

8845.760

8338.600

 

 

 

 

MISCELLANEOUS EXPENSES

0.000

0.000

0.000

 

 

 

 

TOTAL

19469.490

17457.280

16149.000

 


PROFIT & LOSS ACCOUNT

 

PARTICULARS

 

31.12.2007

31.12.2006

31.12.2005

Sales Turnover

12367.930

11344.880

9978.500

Other Income

110.070

219.050

584.000

Total Income

12478.000

11563.930

10562.500

 

 

 

 

Profit/(Loss) Before Tax

2731.070

2526.240

2654.200

Provision for Taxation

592.310

390.750

269.500

Profit/(Loss) After Tax

2138.760

2135.490

2384.700

 

 

 

 

Imports :

 

 

 

 

Raw Materials

1370.100

1142.080

 

Capital Goods

524.560

254.710

 

Total Imports

1894.660

1396.790

1343.810

 

 

 

 

Expenditures :

 

 

 

 

Manufacturing Expenses

0.000

0.000

207.200

 

Administrative Expenses

0.000

0.000

1075.200

 

Material Consumed and purchase of goods

6059.880

4809.270

4322.300

 

Operating and Other Expenses

3696.670

3332.470

0.000

 

Research and Other Expenses

354.540

512.090

0.000

 

Increase/(Decrease) in Finished Goods

(517.650)

(257.020)

(437.700)

 

Employee Cost

0.000

0.000

810.500

 

Excise Duty

0.000

0.000

491.700

 

Interest

0.000

0.000

270.700

 

Financial Expenses

(191.920)

(311.270)

0.000

 

Miscellaneous Expenses

0.000

0.000

740.800

 

Power & Fuel

0.000

0.000

185.400

 

Depreciation & Amortization

345.410

348.430

242.200

 

Other Expenditure

0.000

603.720

0.000

Total Expenditure

9746.930

9037.690

7908.300

 

QUARTERLY RESULTS

 

PARTICULARS

 

31.03.2008

30.06.2008

30.09.2008

 Type

 1st Quarter

 2nd Quarter

 3rd Quarter

 Sales Turnover

 3297.000

 3870.800

 4168.300

 Other Income

 19.000

 132.200

 28.700

 Total Income

 3316.000

 4003.000

 4197.000

 Total Expenditure

 2897.000

 3033.400

 3722.600

 Operating Profit

 419.000

 969.600

 474.400

 Interest

 216.000

 501.000

 96.600

 Gross Profit

 203.000

 468.600

 377.800

 Depreciation

 99.000

 102.000

 123.400

 Tax

 97.000

 133.100

 120.100

 Reported PAT

 7.000

 233.500

 134.300

 


KEY RATIOS

 

PARTICULARS

 

31.12.2007

31.12.2006

31.12.2005

Debt-Equity Ratio

0.76

0.86

1.14

Long Term Debt-Equity Ratio

0.67

0.86

1.13

Current Ratio

2.16

3.17

3.49

TURNOVER RATIOS

 

 

 

Fixed Assets

1.68

1.91

2.23

Inventory

5.15

6.15

8.13

Debtors

4.11

4.95

5.68

Interest Cover Ratio

8.41

30.1

10.8

Operating Profit Margin(%)

27.87

31.05

31.74

Profit Before Interest And Tax Margin(%)

25.07

28

29.31

Cash Profit Margin(%)

20.1

25.6

26.33

Adjusted Net Profit Margin(%)

17.3

22.55

23.9

Return On Capital Employed(%)

17.72

19.5

19.17

Return On Net Worth(%)

21.58

29.23

33.45

 

 

LOCAL AGENCY FURTHER INFORMATION

 

HISTORY

 

Subject is a global pharmaceutical company incorporated in 8th July of the year 1999. Subject is engaged in the manufacturing and marketing of pharmaceutical and biotechnological products, also involved in new drug discovery and clinical trials and has an active multi-disciplinary R and D program. The Company has 10 manufacturing plants across India and UK, which are certified under USA's FDA (United States Food and Drug Administration) and UK's MHRA, subsidiaries in US, UK and Brazil, majority- owned companies in South Africa and Mexico and the company's marketing offices situated in Africa, Russia, Central and South East Asia.  

 
Subject had launched the cardiac drug enalapril maleate in the US through its marketing joint venture with Sidmak Laboratories in the year 2000 and also in the same year the company had set up a corporate training centre with modern and state-of-the-art facility under one roof at Aurangabad. During the year 2001, the company had terminated its three-year old marketing alliance with Sidmak Laboratories, one of the top ten generic Pharma companies in the US and had entered into a strategic alliance with a Japanese firm Eisai Company Limited to manufacture and market a neurology drug Methycobal. Subject had restructured its field organization in the year 2003 to upgrade its competitiveness and productivity, launched new four speciality hospitals at its Mulund complex in Mumbai and also in the same year, the company had acquired CP pharmaceuticals (Holdings) Limited, along with its subsidiaries. Subject had launched Asia's first human recombinant insulin, making India the first Asian country to develop, manufacture and market the product and also received USFDA approval for marketing bethanecol Chloride tablets in the US.

  
During the year 2004, the company had acquired the German pharmaceutical company esparma GmbH for a consideration of million (around Rs 490 millions) and in the identical year of 2004, Subject got USFDA nod for 6 manufacturing units. As at February 2005, the company had launched India's first automatic insulin delivery device specially designed for the convenience of Indian diabetic patients. During the same year of 2005, Subject forged alliance with Kamineni Group to establish two world-class heart hospitals in the Hyderabad and the company had received US FDA approval for marketing cefuroxime axetil in the US market. The US FDA had approved the company's Waluj plant in the year 2006. During the year 2007, Subject had signed in-licensing pact with Crawford Healthcare of UK. The Company had acquired Negma Laboratories in the same year 2007. Negma, the fourth largest independent, integrated pharmaceutical groups in France, in an all-cash deal worth $ 265 million.

 
In October of the year 2007, Subject had acquired the Morton Grove Pharmaceuticals, a leading liquid generic and speciality dermatology company in the US and also in the same month and the same year, the company had inked an in-licensing agreement with the Italy-based Gnosis, to market SAMe (S-adenosyl methionine). The Company had approved demerger of its Research and Development business into a separate entity in January of the year 2008 and also in the same month of the year, Subject had launched the Cetirizine tablets in the USA. The Company had received the ANDA from the US FDA for marketing the tablets containing 5mg and 10mg Cetirizine Hydrochloride.


 
Subject had received approval from the US FDA for marketing the tablets containing 250 mg, 500 mg and 600 mg Azithromycin in February 2008. As at August 2008, the company had received tentative approval from the US FDA to make and sell Sumatriptan Succinate injection, in the strength of 6-mg/0.5 ml. Subject is planning to build a global manufacturing hub in Aurangabad. It has signed a memorandum of understanding (MoU) with Maharashtra Industrial Development Corporation (MIDC) to establish a special economic zone (SEZ) in Aurangabad. This SEZ will be spread across 107 hectares of land.

 

CONSOLIDATED FINANCIAL STATEMENTS

 
The Company recorded 53.5% growth in consolidated revenue for the year at Rs. 26532 million. The Consolidated Net Profit grew by 59.9% at Rs. 3858 million as against Rs. 2413 million for the previous financial year. As required under Clause 32 of the Listing Agreements with the Stock Exchanges, audited consolidated financial statements form part of the annual Report and the same are annexed to this report. 

 
DIVIDEND AND RESERVES

 
The Board of Directors in the month of October, 2007 had declared and paid an interim dividend of 175% on equity shares for the year December 31, 2007, absorbing an amount of Rs. 957.56 million. The Board further recommends a final dividend of 50%, which will absorb an amount of Rs.273.59 million. It is recommended that an amount of Rs. 500.00 million be transferred to General Reserve. 

 
CHANGES IN CAPITAL STRUCTURE

 
During the year there has been no change in the capital structure of the Company. 

 

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

 

Key business highlights: 

 

·         The European business was at Rs. 14095 million growing at 97% and thus exceeded @ 250 million. The year captured the effect of full annual consolidation of Pinewood, the Company's acquisition Ireland and Negma Lerads, the Company's acquisition in France in May 2007. 

·         The Indian business was at Rs. 7812 million growing at 15%. This was largely on account of new product launches and in-licensing arrangements in fast-growing areas of dermatology, nutraceuticals and osteoarthritis. 

·         The US business was at Rs. 2718 million growing at 64%. This was backed by new product launches and the acquisition of Morton Grove Pharmaceuticals in October 2007. 

·         The ROW business was at Rs. 1906 million growing at 11% on back of strong formulation sales and biotech registrations in South East Asian markets, Africa, GCC countries and Latin America.  

 

OUTLOOK ON OPPORTUNITIES AND CHALLENGES

 
Global pharma companies are experiencing an ever shifting landscape, ripe with challenges and opportunities. In this challenging environment, Subject is enhancing its reach and leveraging its competitive advantages to become a global player. 

 
More and more governments worldwide are seeking to curb their soaring prescription drug costs through greater use of generics. These opportunities are presenting themselves not only India's traditional wealthy client markets such as the U.S. and European Union nations but also in emerging economies with vast populations such as Africa, South America, Asia and Eastern and Central Europe. 

 
The global market for contract manufacturing was estimated to be US$ 19 billion and is likely to expand to US$ 31 billion by 2010. Asia - Pacific is expected to emerge as the fastest growing region. This region was estimated to be US$ 2 billion and projected to reach US$ 3 billion by 2010 (CAGR of 16%). Sterile injectables represent the fastest growing product segment of the pharmaceutical contract manufacturing Industry. This segment was valued at US$ 3 billion. It is anticipated that there will be massive demand for manufacturing sterile syringes, cartridges and vials as biopharmaceutical companies continue to make R and D investments. 

 
Subject has substantial investment in manufacturing facilities and a very broad range of capabilities, with 9 plants in India, 4 in Europe and 1 in US. Most of these plants have got approval for either MHRA or US FDA or both as well as other national and international bodies. Given this and its experience in contract research and manufacturing services (CRAMS) via Wockhardt UK's contract with Amyln, the Company has taken a decision to develop and implement a plan to become a significant player in this large and growing market. 

 
Both multinational and local drug manufacturers could eventually benefit from the market potential of India's population of over one billion. A large market will likely open up as the result of a projected boom in health insurance, an area in which the country is currently woefully underdeveloped. New government initiatives seek to enable the majority of the population to access the life saving drugs they need, while even greater opportunities may be presented by the rise of the new Indian consumer. This group-urban, middle class and wealthy-live fast-paced, Western-style lives and, as a result, they are beginning to suffer from Western, lifestyle-related illnesses, for which they want, and can afford, innovative drug treatments. 

 
The domestic industry is still spending far too little on R and D, which must change quickly if it is to begin to address the new opportunities and challenges. On the international front, the industry still has some catching up to do in terms of quality assurance while, on the local market, pricing remains a problem.

 
Subject invests heavily in R and D with a robust NCE (new Chemical Entity) program with 5 molecules in various stages of development. Our lead molecule, WCK 771, is currently undergoing phase IIb clinical trials. 

 
SEGMENT-WISE PERFORMANCE: 

 
The Company is exclusively into pharmaceutical business segment. 

 
Internal Control Systems and Adequacy

 
The Company has set up internal control procedures commensurate with its size and nature of the business. These business procedures ensure optimum use and protection of the resources and compliance with the policies, procedures and statutes. The internal control systems provide for well-defined policies guidelines, authorizations and approval procedures. the prime objective of such audits is to test the adequacy and effectiveness of the internal controls laid down by management and to suggest improvements. 
 
Human Resources

 
Subject, change is the only constant in the process of constantly reinventing themselves. The changing Indian pharmaceutical industry, the evolution of biotechnology and global competition, call for new strategy and organizational responses. Subject, the global acquisitions, expansion into overseas markets and increasing efforts in biotechnology research and marketing, have market the beginning of a revolution in the organization. 

 
The context in which subject operates today thus demands new and dynamic leadership and management responses. Leadership development is therefore a strategic priority for subject. Alongside the other initiatives to build a learning organization and leverage people potential, they have embarked on a systematic process of developing global leadership capabilities. There is no greater joy for them at subject than to nurture the more than 6000 people at the threshold of the opportunities that lie ahead. 

 
Subject, employee initiatives are constantly updated and modified to mark newer beginnings. The professional development programs are designed to cover every spectrum of individual development. A competency-based model has been adopted which defines the required competencies and employee development initiatives at various levels and functions. 

FIXED ASSETS

 

·         Trademarks / Technical knowhow

·         Software

·         Freehold land

·         Leasehold land

·         Buildings

·         Plant and Machinery

·         Furniture and Fittings

·         Office Equipments

·         Information Technology Equipments

·         Vehicles

 

CONTINGENT LIABILITIES NOT PROVIDED FOR

 

·         Demands by Central Excise authorities in respect of Classification/Valuation/Cenvat Credit related disputes; stay orders have been obtained by the Company in case of demands which have been confirmed – Rs. 63.01 million (Previous Year – Rs. 66.67 million).

·         Demand by Income tax authorities Rs. 535.35 million (Previous Year – Rs. 408.53 million) disputed by the Company.

·         Corporate Guarantee given on behalf of various subsidiaries in respect of bank loans amounts to Rs. 11,599.73 million (Previous Year – Rs. 13,218.52 million).

·         108,500 (Previous Year – 108,500) Zero coupon Foreign Currency Convertible Bonds of USD 1,000 each are:

o        Convertible by the holders at any time on or after November 24, 2004 but prior to close of business on September 25, 2009. Each bond will be converted into 94.265 fully paid up equity share with par value of Rs. 5 per share at a fixed price of Rs. 486.075 per share.

o        redeemable, in whole but not in part, at the option of the Company at any time on or after October 25, 2007 but not less than seven business days prior to maturity date i.e October 25, 2009 subject to the fulfillment of certain terms and obtaining requisite approvals.

o        redeemable on maturity date at 129.578 percent of its principal amount, if not redeemed or converted earlier.

The Bonds are considered as monetary liability. The bonds are redeemable only if there is no conversion of the bonds earlier. Hence the payment of premium on redemption is contingent in nature, the outcome of which is dependent on uncertain future events. Hence no provision is considered necessary nor has been made in the accounts in respect of such premium amounting to a maximum of Rs. 775.98 million. (Previous Year – Rs. 581.74 million).

 

WEB DETAILS

 

Profile

 

Preparing for change before change beckons. Harnessing the power of innovative research. Providing high-quality medicines for a healthier world. This is the world at Wockhardt.

Subject is a global, pharmaceutical and biotechnology company that has grown by leveraging two powerful trends impacting the world of medicine - globalisation and biotechnology.

The Company has a market capitalisation of over US$ 1 billion and an annual turnover of US$ 650 million. Subject’s pace of growth and momentum permeates every mindset, system and technology within the organisation.

Subject today, is distinguished by a strong and growing presence in the world’s leading markets, with more than 65% of its revenue coming from Europe and the United States. Subject’s market presence covers formulations, biopharmaceuticals, nutrition products, vaccines and active pharmaceutical ingredients (APIs).

The Company has its headquarters in India, and has

 

·         14 manufacturing plants in India, UK, Ireland, France and US

·         Subsidiaries in US, UK, Ireland and France

·         Marketing offices in Africa, Russia, Central and South East Asia.

Subject has a strong track record in acquisition management, with five successful acquisitions in the European market. These acquisitions have strengthened subject’s position in the high-potential markets of Europe, and have expanded the global reach of the organisation.

Subject’s manufacturing facilities in India, UK, Ireland, France and US have the approval of major regulatory bodies, including US FDA and UK's MHRA, with capabilities for both Finished Dosage Formulations and APIs. The output includes

 

·         Steriles (Injectables)

·         Biopharmaceuticals

·         Orals (Tablets and Liquids)

·         Topicals (Creams and Ointments).

 

Subject is a partner of choice for manufacturing, having entered into manufacturing alliances with leading pharmaceutical and biotechnology majors, including

 

·         Astra Zeneca                                         

·         Lab Aguettant

·         Aventis                                                  

·         Amylin

·         Schering-Plough                                     

·         Eisai

·         Cell Therapeutics                                    

·         LSI, UK

·         AFT, New Zealand                                  

·         Ebewe, Austria

A key growth driver at subject is its state-of-the-art, multi-disciplinary research capability backed by a team of 500 skilled scientists. Consistent efforts have resulted in six breakthrough biotechnology products, 750+ patent filings and a pipeline of promising new molecules.

Subject’s strategies are aligned towards being a significant player in the emerging global biopharmaceuticals market. In order to achieve this goal, the company has set up the subject Biotech Park, India’s largest biopharmaceuticals complex, with six dedicated plants built to international standards.

Press Release

Wockhardt’s Q3 Results 2008

Sales grow by 25.1% to Rs. 9240 millions Operating Profit up by 16.5%

Pharmaceutical and biotechnology major Wockhardt Limited today announced a 25.1% increase in consolidated sales revenues to stand at Rs. 9235 millions for the third quarter ended September 30, 2008 over the corresponding quarter of 2007. Operating profit grew by 16.5% to Rs. 2108 millions. Net profit stood at Rs. 622 millions.

“Our US and European businesses have shown tremendous growth potential in the world’s two most mature markets and currently our international operations contributes three quarters to our overall business growing at 31%,” said Wockhardt Chairman Habil Khorakiwala. “This exemplifies our ability to create significant value from not only our acquisitions but also in our organic growth, which is growing at 16%,” he added.

 

USA Business:

Wockhardt’s US subsidiary, Wockhardt USA Inc. grew by 123% and the overall US operations including Morton Grove Pharmaceuticals grew by 222% in Q3-2008. This phenomenal growth is now contributing to 20% of consolidated sales. Wockhardt has 11 approvals from the US FDA for its sterile products including Cephalosporins and is currently marketing 63 products in the US market. Recently, the Morton Grove Pharmaceutical production plant in Chicago underwent an inspection and was found fully compliant by the US FDA authorities.

 

India Business:

Wockhardt’s India business grew by 11% in Q3-2008. As per ORG-IMS, Wockhardt’s cumulative rank (Jan-Aug) improved from the 19th position in 2007 to the 15th position in 2008 and the cumulative market share (Jan-Aug) improved from 1.83% in 2007 to 2.13% in 2008. Wockhardt’s in-licensing strategy of getting niche global products to India is seen as a key growth driver with a number of products like Sammy, B-Lift, Novaphane and Mobiwok already launched. Overall 10 brands feature in the list of ‘Top 300’ brands of the industry with Dexolac and Spasmo-Proxyvon still maintaining its position in the ‘Top 100’.

 

Europe Business:

Wockhardt’s European business grew by 11% in Q3 of 2008 and continues to be Wockhardt’s single largest market accounting for 52% of consolidated sales. In Europe, Wockhardt UK is a key growth driver growing by 20% against the industry growth of 6%.

 

Wockhardt Limited is a global pharmaceutical and biotechnology major with an innovative research and development programme. Wockhardt has global footprints including UK, France, Germany, Ireland and USA. Wockhardt employs a multi-cultural and multi-ethnic workforce of 7500 people worldwide belonging to 14 different nationalities.

Wockhardt gets US FDA nod to market Ceftazidime injections

To launch generic version of broad spectrum antibiotic Fortaz in the US

Pharmaceutical and biotechnology major Wockhardt will be launching Ceftazidime injection in the United States. Wockhardt has received approval from the United States Food & Drug Administration (US FDA) for marketing the injections containing 1 Gm/Vial Ceftazidime, which is used for treating various kinds of infections. Ceftazidime is the generic name for the brand Fortaz, sold in the US by Glaxo Smithkline.

“Wockhardt is one of the only three companies to have received this approval” said Wockhardt Chairman Habil Khorakiwala. “This product required significant R and D activity in both API and injections and is a reflection of the multi-faceted capabilities of Wockhardt to meet the challenges of the US markets.”

 

Wockhardt’s Ceftazidime injections will be launched in the US very shortly. According to IMS, the total market for Ceftazidime injections in the US is $42 million, of which the 1 gm market has sales worth US$12.6 million.

 

Ceftazidime is used in treating several kinds of infections and is one of the most potent, powerful and safe antibiotics.

 

The Ceftazidime pentahydrate API is manufactured in the FDA approved API facility at Ankleshwar, Gujarat and the injections are manufactured at the US FDA certified formulation plant at Waluj, Maharashtra. The API and the product were developed in-house.

 

Wockhardt has 11 approvals from the US FDA for its sterile products including Cephalosporins. In the prescription generic pharmaceutical market, Wockhardt has been consistently growing market shares for all its products. Wockhardt today markets over fifty five products in the US.

Wockhardt Limited is a global pharmaceutical and biotechnology major with an innovative research and development programme. Wockhardt has global footprints including UK, France, Germany, Ireland and USA. Wockhardt employs around 6000 people worldwide belonging to 14 different nationalities.

 

Wockhardt takes huge strides towards In-licensing and collaborative agreements

Signs in-licensing deal with UK based Sinclair Pharma

Pharmaceutical and biotechnology major Wockhardt Limited has forged an in-licensing agreement with Sinclair Pharma plc of UK to market a range of dermatology and dental products in September 2008. Sinclair Pharma plc is an international speciality pharmaceutical company having subsidiaries in France, Italy, Spain, and Portugal with operations spanning across 82 countries. As per ORG IMS, the Indian dermatology market is worth a whopping Rs. 17820 millions.

“As a part of our India business strategy, in-licensing is seen as one of our key growth drivers. These in-licensing deals will fulfil our aim of getting niche global products for the benefit of our Indian patients”, said Wockhardt chairman Habil Khorakiwala. “We bring to India break through products that have proved their effectiveness in Europe and USA and also strengthen our existing portfolios”, he further added.

As per the agreement, Wockhardt will leverage its technological capabilities by manufacturing the formulations in India from bulk imported from Sinclair Pharma. Wockhardt is also in talks with Sinclair on contract manufacturing of the signed products for their European markets and to bring in to India the next phase of dermatology products from the Sinclair stable.

This agreement is a further step towards Wockhardt’s strategy of consolidating its position in Dermatology and focus in Dentistry. The 10 year exclusive agreement covers a range of patented and innovative products like;

Papulex – Innovative formulation for acne and is the largest selling product for acne in France

Atopiclair – non steroidal cream for atopic dermatitis

Aloclair – Patented gel for mouth ulcer

Decapinol range – Patented formulation for the treatment of Gingivitis and plaque

Wockhardt Limited is a global pharmaceutical and biotechnology major with an innovative research and development programme. Wockhardt has global footprints including UK, France, Germany, Ireland and USA. Wockhardt employs around 6000 people worldwide belonging to 14 different nationalities.

 


 

CMT REPORT (Corruption, Money Laundering & Terrorism]

 

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

 

1]         INFORMATION ON DESIGNATED PARTY

No exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

 

2]         Court Declaration :

No 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.49.25

UK Pound

1

Rs.80.36

Euro

1

Rs.62.84

 

 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

3

PAID-UP CAPITAL

1~10

7

OPERATING SCALE

1~10

8

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

9

--PROFITABILIRY

1~10

7

--LIQUIDITY

1~10

6

--LEVERAGE

1~10

6

--RESERVES

1~10

7

--CREDIT LINES

1~10

8

--MARGINS

-5~5

--

DEMERIT POINTS

 

 

--BANK CHARGES

YES/NO

YES

--LITIGATION

YES/NO

NO

--OTHER ADVERSE INFORMATION

YES/NO

NO

MERIT POINTS

 

 

--SOLE DISTRIBUTORSHIP

YES/NO

NO

--EXPORT ACTIVITIES

YES/NO

NO

--AFFILIATION

YES/NO

YES

--LISTED

YES/NO

YES

--OTHER MERIT FACTORS

YES/NO

YES

TOTAL

 

61

 

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, 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