MIRA INFORM REPORT

 

 

 

Report Date :

17.11.2008

 

IDENTIFICATION DETAILS

 

Name :

WANBURY LIMITED

 

 

Registered Office :

BSEL Tech Park, B-Wing, 10th Floor, Sector 30 A, Opposite Vshi Railway Station, Navi Mumbai-400705, Maharashtra

 

 

Country :

India

 

 

Financials (as on) :

31.03.2007

 

 

Date of Incorporation :

11.08.1988

 

 

Com. Reg. No.:

11-48455

 

 

CIN No.:

[Company Identification No.]

U51900MH1988PLC048455

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

MUMP12825B / VPNW00073D

 

 

PAN No.:

[Permanent Account No.]

AABCP5939P

 

 

Legal Form :

Public Limited Liability Company. The Company’s Shares are Listed on Stock Exchange.

 

 

Line of Business :

Manufacturer of Pharmaceuticals, Medicines, Organic Chemicals and Bulk Drugs such as Acyclovir, Metformin and Salsalate

 

 

RATING & COMMENTS

 

MIRA’s Rating :

Ba

 

RATING

STATUS

PROPOSED CREDIT LINE

41-55

Ba

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

Satisfactory

 

Maximum Credit Limit :

USD 6400000

 

 

Status :

Good

 

 

Payment Behaviour :

Usually Correct

 

 

Litigation :

Clear

 

 

Comments :

Ms. Reshma of Accounts assured to part to require details. Subject is a well established company having satisfactory track. Trade relations are fair. Financial position is satisfactory. Payments are currently correct and as per commitments.

 

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

 

 

LOCATIONS

 

Registered Office/

Corporate Office :

BSEL Tech Park, B-Wing, 10th Floor, Sector 30 A, Opposite Vshi Railway Station, Navi Mumbai-400705, Maharashtra, India

Tel. No.:

91-22-67942222

Fax No.:

91-22-67942111

E-Mail :

shares@wanbury.com

Website :

http://www.wanbury.com

 

 

Head Office :

Plot No. 28, 1st Floor, Kopri Road, Sector – 19 C, Vashi, Navi Mumbai – 400 703, Maharashtra

Tel. No.:

91-22-27668938/27668939/27668958/27668959

Fax No.:

91-22-27663944

E-Mail :

pol@vsnl.com

shares@wanbury.com 

 

 

Factory 1 :

A-15, MIDC Industrial Area, Patalganga, Taluka -  Khalapur, District Raigad - 410 220, Maharashtra, India

Tel. No.:

91-2192-250444/ 91-22-27630034/254006

Fax No.:

91-2192-250531 / 91-22-27619447

E-Mail :

pol@vsnl.com

Area :

Leased  -- 7,595 sq. mtrs.

 

 

Factory 2 :

Plot No. J – 17, MIDC Industrial Area, Tarapur, Maharashtra

Tel. No.:

91-2192-250444/ 91-22-27630034/254006

Fax No.:

91-2192-250531 / 91-22-27619447

 

 

Factory 3 :

Plot No. 24, M.I.D.C Tarapur, Maharashtra, India

 

 

Factory 4 :

Plot No. D-312, ITC Industrial Area, MIDC Turbhe, Navi Mumbai, Maharashtra, India

 

 

DIRECTORS

 

Name :

Mr.  A L Bongirwar

Designation :

Non-Executive Independent Director

 

 

Name :

Mr. N.K. Puri

Designation :

Non-Executive Independent Director

Date of Birth/Age :

64 Years

Qualification :

MSC (Physics)

Expertise in Specific Area :

Banking

Date of Appointment :

09.03.2005

 

 

Name :

Dr. P.L Tiwari

Designation :

Non-Executive Independent Director

 

 

Name :

Mr. S Bhattacharyya

Designation :

EXIM Bank Nominee

 

 

Name :

Mr. K Chandra

Designation :

Whole-time Director

Date of Birth/Age :

49 Years

Qualification :

Graduate

Expertise in Specific Area :

Pharmaceutical Industry

Date of Appointment :

23.01.2001

Other Directorship :

Doctors Organic Chemicals Limitedj

 

 

Name :

Mr. K R N Moorthy

Designation :

Whole-time Director

 

 

KEY EXECUTIVES

 

Name :

Mr. Pankaj B Gupta

Designation :

Company Secretary

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

As on 30.06.2008

 

Names of Shareholders

No. of Shares

Percentage of Holding

Shareholding of Promoter and Promoter Group

 

 

Bodies Corporate

3077017

20.95

Foreign

 

 

Bodies Corporate

3024000

20.59

Public Shareholding

 

 

Institutions

 

 

Mutual Fund/ UTI

10117

0.07

Financial Institutions/ Banks

8100

0.06

Central Government/ State Government

6565

0.045

Insurance Companies

750954

5.11

Non Institutions

 

 

Bodies Corporate

2896757

19.72

Individuals-

 

 

Individuals shareholders holding nominal share capital up to Rs. 0.100 Million

3161172

22.51

Individuals shareholders holding nominal share capital in excess of Rs. 0.100 Million

857675

5.84

Any Other

 

 

Clearing Members

92913

0.63

OCB

94680

0.64

NRI

61336

0.42

Total

14689286

100.00

 

 

BUSINESS DETAILS

 

Line of Business :

Manufacturer of Pharmaceuticals, Medicines, Organic Chemicals and Bulk Drugs such as Acyclovir, Metformin and Salsalate

 

 

Products :

Product Description

ITC Code

Metformin

2942.08

Salsalate

2942.08

Formulation

2108.99

 

PRODUCTION STATUS

 

Particulars

Unit

 

Installed Capacity

Actual Production

Bulk Drugs

M.T

 

4274.000 p.a.

4725.556

Formulation - Tablets

No. in Lacs

 

5400

Nil

Capsules

No. In Lacs

 

2100

Nil

Dry Syrup ( 60 ML)

No. of Bottles in Lacs

 

60 p.a.

Nil

Sachets ( 3 and 5 gm)

No. in Lacs

 

72 p.a.

Nil

Sachets ( 22 gm)

No. in Lacs

 

60 p.a.

Nil

 

 

GENERAL INFORMATION

 

No. of Employees :

116 persons -- 18 persons in office and 98 persons in factory

 

 

Bankers :

·         Bank of India

·         EXIM Bank

·         State Bank of India

·         Dhanalakshmi Bank

 

 

Facilities :

SECURED LOAN

31.03.2007

Rs. In Millions

Term Loan

 

Rupee Loans

523.276

Foreign Currency Loans

55.664

 

578.940

Working Capital Loans

 

Rupee Loans

114.135

Foreign Currency Loans

144.193

 

258.328

Other Loans

2.527

Total

839.795

Notes:

1.       Term Loans of erstwhile The Pharmaceutical Products of India Limited are secured by pari-passu first charge on its fixed assets. Other term loans are secured by pari-passu first charge on immovable properties, present and future, situated at Patalganga and Tarapur, fixed assets of the Company and second charge on current assets, pledge of share of company held by Expert Chemicals (India) Private Limited and Kingsbury Investment Inc in addition to guarantee by Expert Chemicals (India) Private Limited and directors of the company.

2.       Working Capital Loans are secured by pari-passu first charge on current assets, second charge on fixed assets, pledge of shares of the Company held by Expert Chemicals (India) Private Limited in addition to guarantee by Expert Chemicals (India) Private Limited and director of the Company.

3.       Other Loans secured by hypothecation of assets acquired against respective loans.

4.       Term Loans and Other Loans include repayable within a year Rs. 196.671 Millions (Previous Year Rs. 58.637 Millions)

UNSECURED LOANS

31.03.2007

Rs. In Millions

Inter Corporation Deposits

76.108

From Banks/ Financial Institutions

420.511

From Others

0.522

Total

497.141

Note: Due within a year Rs. 202.082 Millions (Previous Year Rs. 77.942 Years)

 

 

 

Banking Relations :

Satisfactory

 

 

Auditors :

 

Name :

Kapoor an Parekh Associates

Chartered Accountant

Address :

Mumbai

 

 

Associates/Subsidiaries :

Ř       Kingsbury Investments Inc.

Ř       Expert Chemicals (India) Private Limited

Ř       Malik Organics Private Limited

Ř        Anjay Shares and Securities Private Limited

Ř        Magnum Equifin Private Limited

Ř        Wanbury Holdings B.V Netherland

Ř        Canabria Pharma S.L. , Spain

Ř        Doctors Organic Chemicals Limited

 


 

CAPITAL STRUCTURE

 

As on 31.03.2007

Authorised Capital :

No. of Shares

Type

Value

Amount

30000000

Equity Shares

Rs. 10/- each

Rs. 300.000 Millions

2000000

Preference Shares

Rs. 100/- each

Rs. 200.000 Millions

 

Total

 

Rs. 500.000 Millions

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

12747358

Equity Shares

Rs. 10/- each

Rs. 127.474 Millions

Note:

 

1.       Out of the Above Equity Shares:

a)       7560108 Equity Shares were allotted as fully paid-up without payment being received in cash, pursuant to the Scheme of Merger with erstwhile Wander Private Limited

b)       888000 (Previous Year 1818000) Equity Shares are represented by 296000 (Previous Year 606000) global Depository Receipts

2. Authorised share Capital has been reclassified vide resolution of shareholders passed through ballot on 17th February, 2007.


 

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

127.474

127.474

94.863

2] Share Application Money

5.626

0.000

0.000

3] Reserves & Surplus

1158.090

883.949

456.045

4] (Accumulated Losses)

0.000

0.000

0.000

NETWORTH

1291.190

1011.423

550.908

LOAN FUNDS

 

 

 

1] Secured Loans

839.795

280.189

182.346

2] Unsecured Loans

497.141

273.110

112.345

TOTAL BORROWING

1336.936

553.299

294.691

DEFERRED TAX LIABILITIES

0.000

58.665

32.150

 

 

 

 

TOTAL

2628.126

1623.387

877.749

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

1075.225

643.993

564.576

Capital work-in-progress

105.203

55.220

42.622

 

 

 

 

INVESTMENT

494.083

287.128

14.654

DEFERREX TAX ASSETS

0.000

0.000

0.000

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

161.966

132.636

80.399

 

Sundry Debtors

457.679

383.529

240.904

 

Cash & Bank Balances

31.267

231.142

23.006

 

Other Current Assets

0.000

0.000

0.000

 

Loans & Advances

878.848

215.484

155.143

Total Current Assets

1529.760

962.791

499.452

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

 

Current Liabilities

455.683

258.467

206.377

 

Provisions

120.462

67.278

37.178

Total Current Liabilities

576.145

325.745

243.555

Net Current Assets

953.615

637.046

255.897

 

 

 

 

MISCELLANEOUS EXPENSES

0.000

0.000

0.000

 

 

 

 

TOTAL

2628.126

1623.387

877.749

 


PROFIT & LOSS ACCOUNT

 

PARTICULARS

 

31.03.2007

31.03.2006

31.03.2005

Sales Turnover

1438.275

1088.360

752.431

Other Income

88.077

60.894

0.000

Total Income

1526.352

1149.254

752.431

 

 

 

 

Profit/(Loss) Before Tax

153.413

144.263

86.673

Provision for Taxation

[54.850]

36.960

16.548

Profit/(Loss) After Tax

208.263

107.303

70.125

 

 

 

 

Earnings in Foreign Currency :

 

 

 

 

Export Earnings

717.819

562.318

257.809

 

 

 

 

Expenditures :

 

 

 

 

Cost of Material

785.903

562.131

 

Personal Cost

161.730

130.197

 

 

Interest

41.593

24.481

665.758

 

Depreciation & Amortization

70.852

61.048

 

 

Transferred From Revaluation Reserve

[40.169]

[40.170]

 

 

Other Expenditure

353.030

267.303

 

Total Expenditure

1372.939

1004.991

665.758

 

QUARTERLY RESULTS

 

PARTICULARS

 

30.06.2007

1st Quarter

30.09.2007

2nd Quarter

31.12.2007

3rd Quarter

31.03.2008

4th Quarter

30.06.2008

5th Quarter

 Sales Turnover

 485.3000

572.800

561.400

632.800

666.600

 Other Income

 27.1000

19.600

53.800

12.800

29.100

 Total Income

 512.400

592.400

615.200

645.600

695.700

 Total Expenditure

 415.500

485.100

505.000

551.800

626.400

 Operating Profit

 96.900

107.300

110.200

93.800

69.300

 Interest

 30.300

31.100

23.800

31.600

35.200

 Gross Profit

 66.600

76.200

86.400

62.200

34.100

 Depreciation

 11.600

15.100

13.500

24.200

18.100

 Tax

 0.700

0.700

0.000

0.000

0.900

 Reported PAT

 54.300

60.400

72.200

50.400

12.300

 

KEY RATIOS

 

PARTICULARS

 

31.03.2007

31.03.2006

31.03.2005

Debt-Equity Ratio

1.09

0.92

1.49

Long Term Debt-Equity Ratio

0.74

0.45

0.96

Current Ratio

1.59

1.34

1.23

TURNOVER RATIOS

 

 

 

Fixed Assets

1.71

2.41

2.36

Inventory

9.92

10.41

8.74

Debtors

3.47

3.55

3.69

Interest Cover Ratio

4.69

6.88

4.75

Operating Profit Margin(%)

15.45

17.09

16.92

Profit Before Interest And Tax Margin(%)

13.35

15.21

14.80

Cash Profit Margin(%)

16.36

11.56

11.57

Adjusted Net Profit Margin(%)

14.26

9.68

9.45

Return On Capital Employed(%)

10.74

19.08

24.46

Return On Net Worth(%)

24.02

23.33

49.19

 

 

 

LOCAL AGENCY FURTHER INFORMATION

 

History:

 

Incorporated as Pearl Distributors Private Limited in Aug.'88, Pearl Organics (POL), changed its name to Pearl Organics Private Limited in Jan.'91 and acquired its present name subsequent to its becoming a public limited company in Aug.'91. POL was promoted by K Chandran along with his associates. The company manufactures and sells pharmaceuticals, medicines, drugs and organic chemicals, a substantial portion of which is intended for exports. 

 
 POL entered the capital market in Feb.'92 to part-finance its Rs 40.500 Millions project to manufacture pharmaceutical formulations, consisting of tablets, capsules, injectables and liquid orals and commence commercial production of sodium lauryl sulphate (SLS). POL commissioned its bulk drug project at Tarapur in Nov.'93. The company is planning an expansion project at Patalganga plant to manufacture bulk drugs which will be financed by a rights issue of shares. 

 
 The Company has completed the major portion of the expansion programme during the year 1997-98. 

 
 The company has expanded the installed capacity of Bulk Drugs during the year 2003-04 by 300 MT and with this expansion, the total capacity has risen to 1400 MT. 

 
 The name of the company has been changed during January 2005 from Pearl Organics Limited to Wanbury Limited

 

OPERATIONAL REVIEW: 

 
The Company had a very successful year with sound growth in Turnover and Profits and further improvements in operating parameters. Overall turnover for the financial year has grown by approx. 32% to Rs. 1460.802 Millions as against Rs. 1108.626 Millions in the previous year. Profit After Tax (PAT) has registered growth of approx. 94% and increased to Rs. 208.263 Millions as against Rs. 107.303 Millions in the previous year. The Earning Per Share has grown by approx. 62% to Rs. 15.65 from Rs. 9.67 per share. 

 
Export of the Company during the year has registered growth of approx. 28% and increased to Rs. 717.819 Millions from Rs. 562.318 Millions. The Company has been exporting its products to more than 50 Countries. 

 
 MERGER OF THE PHARMACEUTICAL PRODUCTS OF INDIA LIMITED (PPIL) WITH THE COMPANY: 
 
The Hon'ble Board for Industrial and Financial Reconstruction (BIFR) has approved the merger of PPIL with the Company with effect from April 1, 2006 vide its order dated May 1, 2007. Hence merger effect has been given in the financial result of the Company for the financial year ended as on March 31, 2007. 

 
 MERGER OF DOCTORS ORGANIC CHEMICALS LIMITED (DOCL) WITH THE COMPANY: 

 
The Hon'ble Board for Industrial and Financial Reconstruction (BIFR) has approved the merger of DOCL with the Company with effect from April 1, 2007 vide its order dated May 4,2007. Hence merger effect has not been given in the financial result of the Company, for the financial year ended as on March 31, 2007. 

 
 FOREIGN CURRENCY CONVERTIBLE BONDS (FCCBs) ISSUE: 

 
The Company has issued Foreign Currency Convertible Bonds (FCCB) aggregating Euro 15 Million (Euro Fifteen Million only) on April 20, 2007, in two parts namely Foreign Currency Convertible A Bonds and Foreign Currency Convertible B Bonds. 

 
The Company has issued and allotted 800 nos. Foreign Currency Convertible A Bonds of face value of Euro 10,000 each fully paid i.e. size of Bond A is Euro 8 Million fully paid. 

 
Further the Company has issued and allotted 700 nos. Foreign Currency Convertible B Bonds of face value of Euro 10,000 each partly paid. The paid-up amount is 10% i.e. size of Bond B is Euro 7 Million and paid-up amount is Euro 700,000 (Euro Seven Hundred Thousand only).


The terms and conditions of FCCBs areas per the Offering, Circular submitted to Luxembourg Stock Exchange ("LuxSE"). 

 
 The Company will utilize the fund raised through FCCBs Issue for funding overseas acquisition, expansion, related diversifications, research & development and other permitted purposes in accordance with the end use restrictions specified in the External Commercial Borrowings Guidelines. 

 

SUBSIDIARY COMPANIES: 


The Company is at an advanced stage of completing its acquisition of the generic division of Industrial Farmaceutica Cantabria S.A., Spain, through two special purpose vehicles Wanbury Holdings B.V. and Cantabria Pharma S.L. 

 

MANAGEMENT DISCUSSION AND ANALYSIS REPORT 

 
 The Industry: 

 
The Indian pharmaceutical industry has had a good FY07 and is expected to clock an excellent growth performance over the next 2-3 years. This is on the back of a revived domestic business growing in double digits, Generic Exports, Contract Research and Manufacturing Services (CRAMS) and Discovery led strategic alliances. Further, higher growth in the industry has come through consolidations with a number of Indian pharmaceutical companies acquiring businesses in regulated markets, especially Europe. The Indian pharmaceutical sector is becoming a very pivotal part of the global value chain that will speed up value creation in the country. Growth in CRAMS in India is a testimony of the technological skill set and know-how of the Indian pharmaceutical industry. New discovery, R&D initiatives across players are showing immense promise. Indian players have been making significant investments in building up capacities and regulatory fillings for generic exports. The benefits of these investments have now started accruing and will continue to drive growth over the next few years. 

 
New Indian entrants in the regulated generic markets, as well as regulatory changes in these markets have brought in more competitive pricing pressure. These pressures pertaining to the generic exports stand mitigated through cost competitiveness, strong and diversified product portfolio, inorganic growth, value added generics, aggressive geographical diversification and strong domestic growth. These would continue to be the focus areas for all meaningful pharmaceutical players. 

 

Financial Review 

 

The net sales of the Company have increased to Rs. 1438.300 Millions from Rs.1088.300 Millions which shows a growth of 32% over the previous year. The Company has also invested in building up capacities at Doctors Organic Chemicals Limited which shall see a significant rise in API sales over the coming years. The Company had also undertaken a strategy to build a portfolio of niche brands which has been successful with sales increase in formulations. Growth in sales is on the back of enhanced capabilities, widening of customer base and new product introduction. Other income has increased on account of the merger of The Pharmaceutical Products of India Limited 

 
The export sales of the Company have increased to Rs. 717.800 Millions from Rs.562.300 Millions in the previous year which shows a 28% growth over the previous year comprising approximately 50% of the net sales. 

 
 The EBIDTA of The Company has grown in absolute terms to Rs. 225.700 Millions from Rs. 189.600 Millions. EBIDTA margin of the Company has however reduced from 19% to 16%. 

 
 The difference is attributable to: 

 
 1. The merger of PPIL -approximately 1.16%2. The increase in the material costs -approximately 3.09%.3. The increase in interest costs -approximately 0.6% 

 
PBT has grown to Rs. 153.400 Millions from Rs. 144.200 Millions. However PBT margins have dipped to 11% from 13%. This is mainly attributable to higher finance cost. The Company has had higher borrowings on account of the acquisitions of Cantabria Pharma SL and Doctors Organic Chemicals Limited Borrowing cost on this account would contribute to approximately 0.6% of the reduced margins. The expenditure incurred by the Company shall be compensated by higher consolidated sales from these acquisitions in course of time. 

 
The overall PAT has increased to Rs. 208.300 Millions from Rs. 107.300 Millions in the previous year resulting in an increase in the margin to 14% from 11% with the recognition of deferred tax. The Company expects this benefit in the next couple of years. 

 

Fixed Assets:

 

·         Freehold Land

·         Leasehold Land and Land

·         Development Expenses

·         Factory Building

·         Plants, Machineries and Equipments

·         Furniture and Fixture

·         Vehicles

·         Office Equipments

·         Electrical Installations

·         Computers

·         Office Premises

·         R and D Building

·         Brands

·         Software

·         Technical Know-how

 

Profile:

 

Subject, came into existence with the merger of the two diverse companies – WANDER and PEARL ORGANICS :

 

Subject is a nationally known ethical branded formulations marketing company, founded in 1865 by Dr. George Wander in Berne, Switzerland with significant presence in the Indian market.

 

Pearl Organics, an active bulk drug company with major presence in the international market.

 

The two entities are now functioning as the independent business units of Wanbury Limited, providing a synergistic value to its customers and shareholders.

 

Further insight into the two Divisions are as follows :

 

Formulation Division (erstwhile Wander)

 

Subject has now become the Formulations Division of Wanbury catering the domestic market. Further details about the Formulations Division is as follows :

Ř        Founded in 1865 by Dr. George Wander in Berne, Switzerland.

Ř        World over, known for its dietetic brand, Ovaltine and cold brand Triaminic.

Ř        Wander has been in the Indian market since late forties with it’s cold and nutrition products.

Ř        Originally, a subsidiary of Sandoz, but in 1995 the Indian promoters took control of the company.

Ř        Supported by team of 300 professionals across the country, 18 brands, 24 Distributors and about 1200 stockists.

Ř        Product Range - Anti Diabetic, Neutraceuticals , Antibiotics, Cough & Cold Solutions, Anti- Inflammatory & Analgesic.

Ř        R&D Centre (Formulations) is located at Chembur in Mumbai .

Ř        Focus on ethical branded formulations with thrust to capture domestic and international market.

 

 

API Division (erstwhile Pearl Organics)

Ř        Pearl Organics was incorporated in 1994 as a public limited company.

Ř        Today, bulk drug division is the largest producer of Metformin hydrochloride in the world.

Ř        Sales to over 50 countries with 65% exports to the Regulatory Market largely to USA, Canada, Europe, Australia, New Zealand, latin America, Asia , Middle east and African markets

Ř        Bulk products are sold to leading global generic players in regulated markets -3 of the top 5 generic players in US source from the company.

Ř        3 Manufacturing locations - Patalganga ( 30 km from Mumbai ) – USFDA approved , Tanuku, Hyderabad (USFDA approved)  and one at Tarapur.

Ř        R&D Centre (API) is located in Turbhe Navi Mumbai.

Ř        Supported by team of 500 plus professionals in different plants, corporate and R&D centres.

Ř        The plant has also received approvals from

 

1.Patalganga - USFDA & German Authorities.

2.Tarapur - Indian GMP Certificate.

3.Tanuku - USFDA Approval.

 

Growth Plan

 

Wanbury is quite committed and aggressive towards achieving its growth plans. The company has shown a significant progress ( refer annual reports : 2004 to 2006 ) ever since its formation and has several initiatives lined up on its list. The company plans to expand based on the following initiatives.

 

Ř        Aggressive pitch of DMF Filings through a strengthened Research Base with new R&D centre set up at Navi Mumbai for Process Research.

Ř        Expansion of existing facilities.

Ř        Acquisition of new divisions / plants.

Ř        Strengthening presence in Contract manufacturing.

Ř        Increase in Product Portfolio.

Ř        Launch of New Lifestyle Divisions targeting Key customers.

Ř        Strategic Alliances with other market players.

Ř        Foray into Global Generic market.

 

The company has a proven track record of success and has immense potential to grow further nationally as well globally.

 

Mission:

 

They at Wanbury, want to make company that people are proud of and committed to, where all employees have opportunity to contribute, learn, grow and advance on merit.


They are dedicated in improving quality of the people by continuously providing high quality training and development.


They will continue to establish a business model, which is predictable, sustainable, growth oriented and profitable.


They will always worship exceptional and superior performance. They will continuously challenge status-quo / maintenance and simultaneously encourage and recognize stretch and growth.


They will work hard not only to satisfy but delight the customers (both internal and external).


They will strive to make Wanbury one of the preferred employers.

 

Locations

 

Corporate Office

 

The Company in based at Vashi in Navi Mumbai. Its entire national and international operations are managed from the Corporate Office. The Corporate Office houses the support divisions mainly Marketing, Finance HR legal etc.

 

Plants

 

The Company has Plants at Patalganga, Tarapur and Tanuku (Andhra Pradesh) of which 2 are USFDA approved and also of EDQM standards. The products are manufactured under cGMP guidelines.


The plants boasts ofproduction capacity in excess of 8000 Tons per year. As a result Wanbury today is the world’s largest producer and exporter of Metformin Hydrochloride and Salsalate - 65% of sales is in the regulated markets. It is also the leading supplier of bulk drugs to the 3 of the top 5 generic players in the US.

 

Ř        Patalganga Plant – With a USFDA approved certification, the Plant is located at Kaire Village, Taluka: Khalapur, District: Raigad, Maharashtra State. It is situated in Maharashtra Industrial Development Corpn. (MIDC), a Govt. notified industrial park for chemical manufacturing. The site is located 80 kilometers south of Mumbai International Airport and is easily accessible by road.

 

Ř        Tanaku Plant – A USFDA Approved plant, its located at Tanuku in Andhra Pradesh. It is located 415 kms from Hyderabad. It is spread over an area of 18 acres.

 

Ř        Tarapur Plant  - The plant is located at Tarapur, about 150 Kms. from Mumbai.

 

 

R & D Centers

 

The company also has R&D base at Navi Mumbai with its team of dedicated Scientists and Research Doctors.

The R&D is recognized by DSIR – India and has several Patents to its credit. The two R & D centers are :

 

Ř        R & D Center ( API Division ) – The R & D center is located at Turbhe, near Vashi in Navi Mumbai    region.

Ř        R & D Center ( Formulations Division ) – Situated at Govandi, near Chembur in Mumbai.

 

UNAUDITED FINANCIAL RESULTS FOR THE QUARTER AND PERIOD ENDED 30TH JUNE 2008

 

(Rs. In Millions)

Particulars

For the Qtr Ended

For the Qtr Ended

For the 15th Months

Period Ended

For the Year Ended

 

30-06-2008

30-06-2007

30-06-2008

31-03-2007

 

(Unaudited)

(Unaudited)

(Unaudited)

(Unaudited)

INCOME

 

 

 

 

Sales/ Income from operations

687.347

494.455

2988.998

1460.802

Less : Excise Duty

20.725

11.155

70.160

22.527

Net Sales/Income from Operation

666.622

485.300

2918.838

1438.275

Foreign Exchange Gain (Net)

--

----

--

10.366

Other Income

29.041

27.090

100.514

55.944

Total Income (1+2+3)

695.663

512.390

3019.352

1504.585

 

 

 

 

 

EXPENDITURE

 

 

 

 

a. (Increase)/Decrease in Stocks of WIP & Finished/Traded Goods

[16.983]

12.335

[87.373]

[27.673]

b. Consumption of raw materials

239.351

136.204

1109.946

412.662

c.Purchase of traded goods

104.347

95.127

404.220

400.914

d. Employees Cost

76.200

55.951

337.079

149.751

e.Depreciation/Amortisation

18.081

11.602

75.113

27.077

f.Foreign Exchange Loss (Net)

75.105

0.195

125.480

--

g. Other Expenditure

148.407

115.661

692.927

353.499

h .Total

644.508

427.075

2657.392

1316.230

Interest (Net)

35.185

30.310

151.974

41.562

7 Exceptional items-Income/(Expense)

--

--

28.051

--

Profit (+)/Loss(-) from ordinary activity before tax (4)-(5+6)+(7)

15.970

55.005

238.037

146.793

Tax Expenses

3.654

0.682

[6.601]

58.690

- Current Tax

1.706

6.218

26.529

37.365

- MAT Credit Entitlement

[1.706]

[6.218]

[26.454]

--

- MAT Credit Utilised

--

--

-

0.700

- Deferred Tax

2.744

--

[11.225]

5.627

- Fringe Benefit Tax

0.910

0.682

4.549

3.024

- Tax of Earlier Years

--

--

--

11.974

Net Profit from ordinary activity after Tax (8-9)

12.316

54.323

244.638

88.103

Extra ordinary items (Net of Tax Expenses)

--

--

--

--

Net Profit for the period (10-11)

12.316

54.323

244.638

88.103

Paid up Equity Share Capital

141.267

128.120

141.267

127.474

Share Capital Suspense

--

7.856

--

--

Face value of the Equity Share (Rs)

10.00

10.00

10.00

10.00

Reserves excluding Revaluation reserve as per

balance sheet of previous accounting year .

 

 

 

639.488

Earning Per Share (EPS)

 

 

 

 

a)Basic weighted EPS before extraordinary items (Not Annualised) Rs

0.87

4.01

17.64

6.91

b)Basic weighted EPS after extraordinary items Not Annualised) Rs

0.87

4.01

17.64

6.91

Public Shareholdings

 

 

 

 

- Number of Shares

8581206

6730521

8581206

7055135

- Percentage of Shareholding

60.74

52.53

60.74

55.35

 

Notes :-

 

2.       The above financial results have been reviewed by the Audit Committee and have been taken on record at the meeting of the Board of Directors of the Company held on 29th July, 2008 .

3.       The Company has only one segment of activity namely "Pharmaceuticals".

4.       The Company is in the process of ascertaining the final impact of Accounting Standard (Revised)15 - "Employee Benefits" and will account for the same at the period end.

5.       The market price of the equity shares of the Company being less than the exercise price in respect of various outstanding options to subscribe to equity shares, the aforesaid options are considered to be anti dilutive.

6.       The Hon'ble Supreme Court vide its Order dated May 16, 2008 has set aside the Order of Hon'ble Board for Industrial and Financial Reconstruction (BIFR), approving the merger of The Pharmaceutical Products of India Limited (PPIL) with the Company and directed the BIFR to consider the matter afresh. Consequently, merger effect given in earlier year's accounts has been reversed, including effect on equity capital of Rs. 5.626 Millions.

7.       Pursuant to the aforesaid Order of Hon'ble Supreme Court the Company has made an application to Hon'ble BIFR to consider the merger of PPIL with the Company afresh.

8.       Above includes results of Doctors Organic Chemicals Limited, which has been merged w.e.f. 1st April, 2007, being the appointed date, with the Company and to that extent figures for the current period are not comparable with those of the corrosponding previous period.

9.       As on June 30th 2008, the liability on account of outstanding euro denominated FCCB issued by the company has been restated at an exchange rate of Rs 67.81 and amounts to Rs 930.353 Millions .The FCCB issue terms stipulates conversion of the Bonds at the pre determined exchange rate of Rs 57.22 at which rate the liability amounts to Rs 785.058 Millions

10.   There was no investor complaint pending at the beginning and at the end of the quarter. During the quarter, the Company had received and resolved 11 complaints.

11.   The Company has changed its financial year. Consequently, current financial year shall comprise of 18 months ending on 30th September, 2008.

12.   Exchange loss of Rs. 75.105 Millions for the quarter ended 30th June, 2008 includes unrealised exchange loss of Rs. 64.758 Millions on account of restatement of outstanding Euro denominated FCCB.

 

 

 

 


CMT REPORT (Corruption, Money Laundering & Terrorism]

 

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

 

1]         INFORMATION ON DESIGNATED PARTY

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

 

2]         Court Declaration :

No records exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

 

3]         Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

 

4]         Record on Financial Crime :

            Charges or conviction registered against subject:                                                  None

 

5]         Records on Violation of Anti-Corruption Laws :

            Charges or investigation registered against subject:                                                          None

 

6]         Records on Int’l Anti-Money Laundering Laws/Standards :

            Charges or investigation registered against subject:                                                          None

 

7]         Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

 

8]         Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

 

9]         Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

 

10]        Press Report :

            No press reports / filings exists on the subject.

 

 

CORPORATE GOVERNANCE

 

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

 

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

 

 

CONTRAVENTION

 

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

 

 

FOREIGN EXCHANGE RATES

 

Currency

Unit

Indian Rupees

US Dollar

1

Rs.49.46

UK Pound

1

Rs.73.17

Euro

1

Rs.62.96

 

 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

6

PAID-UP CAPITAL

1~10

6

OPERATING SCALE

1~10

6

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

6

--PROFITABILIRY

1~10

6

--LIQUIDITY

1~10

6

--LEVERAGE

1~10

6

--RESERVES

1~10

6

--CREDIT LINES

1~10

6

--MARGINS

-5~5

--

DEMERIT POINTS

 

 

--BANK CHARGES

YES/NO

YES

--LITIGATION

YES/NO

NO

--OTHER ADVERSE INFORMATION

YES/NO

NO

MERIT POINTS

 

 

--SOLE DISTRIBUTORSHIP

YES/NO

NO

--EXPORT ACTIVITIES

YES/NO

YES

--AFFILIATION

YES/NO

NO

--LISTED

YES/NO

YES

--OTHER MERIT FACTORS

YES/NO

YES

TOTAL

 

54

 

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