MIRA INFORM REPORT

 

 

Report Date :

22.07.2011

 

IDENTIFICATION DETAILS

 

Name :

WANBURY LIMITED

 

 

Registered Office :

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

 

 

Country :

India

 

 

Financials (as on) :

31.03.2010

 

 

Date of Incorporation :

11.08.1988

 

 

Com. Reg. No.:

11-48455

 

 

Capital Investment/ Paid-up Capital:

Rs. 146.893 Millions

 

 

CIN No.:

[Company Identification No.]

L51900MH1988PLC048455

 

 

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

 

 

No. of Employees:

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

 

 

RATING & COMMENTS

 

MIRA’s Rating :

Ba (52)

 

RATING

STATUS

PROPOSED CREDIT LINE

41-55

Ba

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

Satisfactory

 

Maximum Credit Limit :

USD 7400000

 

 

Status :

Good

 

 

Payment Behaviour :

Usually Correct

 

 

Litigation :

Clear

 

 

Comments :

Subject is a well established company having fine track. General financial position is satisfactory. Trade relations are reported as fair. Business is active. Payments are reported to be usually correct and as per commitments.

 

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

 

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

 

 

INFORMATION DECLINED BY

 

Name :

Mr. Girish Juneja

Designation :

Chief Finance Officer

Date :

21.07.2011

 

LOCATIONS

 

Registered Office/

Corporate Office :

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

Tel. No.:

91-22-67942222

Fax No.:

91-22-67942111/ 333

E-Mail :

shares@wanbury.com

pankaj@wanbury.com

info@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

 

 

Factory 5:

K. Illindalaparru Village, Tanuku, District – West Godavari, Andhra Pradesh, India

 

 

Overseas Office:

World Trade Center, Leutschenbanchstrasse 95, 8050 Zurich, Switzerland

E mail:

pkouroupls@wanbury.com

 

 

DIRECTORS

 

As on 31.03.2010

 

Name :

Mr.  A L Bongirwar

Designation :

Non-Executive Independent Director

 

 

Name :

Mr. N.K. Puri

Designation :

Non-Executive Independent Director

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. P R Dalal

Designation :

EXM Bank Nominee

 

 

Name :

Mr. K Chandra

Designation :

Whole-time Director

Qualification :

Graduate

Experience:

28 Years

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 :

Joint Managing Director

Experience:

30 Years

 

 

Name :

Mr. A N Shinkar

Designation :

Executive Director

 

 

Name :

Mr. S Bhattacharyya

Designation :

EXIM Bank Nominee

 

 

KEY EXECUTIVES

 

Name :

Mr. Pankaj B Gupta

Designation :

Company Secretary

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

As on 31.03.2011

 

Names of Shareholders

No. of Shares

Percentage of Holding

(A) Shareholding of Promoter and Promoter Group

 

 

(1) Indian

 

 

Bodies Corporate

1,471,551

10.02

Sub Total

1,471,551

10.02

(2) Foreign

 

 

Bodies Corporate

3,024,000

20.59

Sub Total

3,024,000

20.59

Total shareholding of Promoter and Promoter Group (A)

4,495,551

30.60

(B) Public Shareholding

 

 

(1) Institutions

 

 

Mutual Funds / UTI

10,117

0.07

Financial Institutions / Banks

7,360

0.05

Venture Capital Funds

5,000

0.03

Insurance Companies

750,880

5.11

Sub Total

773,357

5.26

(2) Non-Institutions

 

 

Bodies Corporate

2,632,497

17.92

Individuals

 

 

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

4,997,497

34.02

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

981,804

6.68

Any Others (Specify)

241,580

1.64

Clearing Members

44,353

0.30

Overseas Corporate Bodies

94,680

0.64

Non Resident Indians

102,547

0.70

Sub Total

8,853,378

60.27

Total Public shareholding (B)

9,626,735

65.54

Total (A)+(B)

14,122,286

96.14

(C) Shares held by Custodians and against which Depository Receipts have been issued

-

-

(1) Promoter and Promoter Group

-

-

(2) Public

567,000

3.86

Sub Total

567,000

3.86

Total (A)+(B)+(C)

14,689,286

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

MetforminHCL

2921 1900

Salsalte HCL

2918 2300

Tramadol USP

2909 3019

 

PRODUCTION STATUS

 

As on 31.03.2010

 

Particulars

Unit

 

Installed Capacity

Actual Production

Bulk Drugs

M.T

 

9654 p.a.

7330

Formulation - Tablets

No. in Lacs

 

5400 p.a.

Nil

Capsules

No. In Lacs

 

2100 p.a.

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

 

Notes :

 

1) In terms of Press Note No. 4 (1994 series) Dated 25.10.1994 issued by the Dept of Industrial Development, Ministry of Industry, Government of India, industrial licensing has been abolished in respect of bulk drugs and formulations. Hence, there is no registered / licensed capacity for these bulk drugs and formulations.

 

2) Production excludes manufactured for others on job work basis.

 

3) Installed capacities, being a technical matter, have not been verified by the Auditors.

 

GENERAL INFORMATION

 

No. of Employees :

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

 

 

Bankers :

·         Bank of India

·         EXIM Bank

·         State Bank of India

·         State Bank of Mysore

·         State Bank of Indore

·         Axis Bank

·         Andhra Bank

·         IDBI Bank

·         Dhanalakshmi Bank

 

 

Facilities :

SECURED LOAN

31.03.2010

Rs. In Millions

31.03.2009

Rs. in Millions

Debentures

 

 

Zero Coupon Non Convertible Redeemable Debentures (NCD)

15.267

24.250

Zero Coupon  Optionally Fully Convertible Debentures (OFCD)

58.199

58.199

 

 

 

Term Loan

 

 

Rupee Loans

1167.658

1099.802

Foreign Currency Loans

275.993

26.850

 

 

 

Working Capital Loans

 

 

Rupee Loans

892.320

598.033

Foreign Currency Loans

198.730

175.077

 

 

 

Other Loans

24.526

16.791

Total

2632.693

1999.002

Notes :

1. The NCD are to be secured by a pari passu charge on the fixed assets of the company situated at Patalganga and Plot No. J-17 at Tarapur. The NCD comprises of Part A of Rs.60 and Part B of Rs.40 which are redeemable at par at the end of two years and three years respectively from 1st May,2007. The Company redeemed Part A of Rs 60 relating to 1,49,709 NCD’s during the year.

2. The OFCD are to be secured by a pari passu charge on the fixed assets of erstwhile PPIL situated at Plot No 24 at Tarapur and fixed assets at Mazgaon. OFCD are convertible between 1st November, 2008 and 30th April, 2012 into equity share at a price being higher of Rs.125/- and 67% of the three months average weekly closing price prior to the date of exercise of such right.

3. Term loans of erstwhile PPIL are secured by a pari-passu first charge on its fixed assets. Other term loans are secured by pari-passu first charge on immovable properties and other fixed assets, present and future and current assets, of the Company situated at Patalganga ,Tarapur, Tanuku, Turbhe and furniture and fixtures at Head Office, Vashi and on certain Brands of the Company and second charge on current assets of the Company, equitable mortgage on fixed assets at Tanuku pledge of some of the shares of the Company held by Expert Chemicals (India) Private Limited and in addition to the guarantee by Expert Chemicals (India) Private Limited, Wanbury Holding B.V. (Netherland) and directors of the Company.

4. The Foreign currency term loans are to be secured by a first pari passu charge on the fixed assets and a second pari passu charge on the current assets of the Company. The Company also has to provide additional security by way of first pari passu charge on some of the company’s brands. An exclusive pledge on a portion of the shares of promoters has already been created.

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

6. Other loans are secured by hypothecation of assets acquired against respective loans.

7. Term loans and other loans include payable within a year Rs.401.754 Millions (Pr. Yr. Rs 218.156 Millions).

 

UNSECURED LOANS

31.03.2010

Rs. In Millions

31.03.2009

Rs. in Millions

248 (Pr.Yr.672) 1% Unsecured Foreign Currency Convertible 248 (Pr.Yr.672) 1% Unsecured Foreign Currency Convertible

150.189

453.466

700 1% Unsecured Foreign Currency Convertible B Bond of Euro 10,000/- each

423.920

472.360

Rupee Loan

5.025

20.025

Inter Corporate Deposits

0.000

8.498

Foreign Currency Loan

0.000

4.164

Total

579.134

958.513

Note:

 

Due within a year Rs. 5.025 Millions (Previous year Rs. 32.689 Millions)

 

 

 

Banking Relations :

Satisfactory

 

 

Auditors :

 

Name :

Kapoor an Parekh Associates

Chartered Accountant

Address :

Mumbai

 

 

Associates:

  • Wanbury Infotech Private Limited
  • Bravo Healthcate Limited

 

 

Subsidiaries :

  • Wanbury Holding B.V. (Netherlands)

Address: Leliegracht 10, 1015DE, Amsterdam, The Netherlands

  • Cantabria Pharma S.L. (Spain)

Address: Arequipa 1-2 planta 28043, Madrid, Espana,

  • Ningxia Wanbury Fine Chemicals Company Limited (China)

Address: Room No. 5-2, Building No. 2, Pingxi Road, Chengguan, District Pingluo, Ningexia, China-753401

  • Wanbury Global FZE (Ras- AL – Khaimah, UAE)

 

 

CAPITAL STRUCTURE

 

As on 31.03.2010

 

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

14689286

Equity Shares

Rs. 10/- each

Rs. 146.893 Millions

 

Note:

 

1.       Out of the Above Equity Shares:

a)       8908283 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)       567000(Previous Year 648000) Equity Shares are represented by 296000 (Previous Year 606000) global Depository Receipts

2.       1125236 warrants of the face value of Rs.  Nil  have been allotted to the shareholders of the Erstwhile PPIL as per the BIFR order. Then warrant holders have the right to subscribe to one equity shares of Rs. 10/- each at the premium of Rs. 125/- per share which is exercisable within fiver years from 27th June, 2007, being the date of allotments of the warrants.


 

FINANCIAL DATA

[all figures are in Rupees Millions]

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

31.03.2010

31.03.2009

31.03.2008

SHAREHOLDERS FUNDS

 

 

 

1] Share Capital

146.893

146.893

146.893

2] Share Application Money

0.000

0.000

0.000

3] Reserves & Surplus

1702.448

1019.205

1422.251

4] (Accumulated Losses)

0.000

0.000

0.000

NETWORTH

1849.341

1166.098

1569.144

LOAN FUNDS

 

 

 

1] Secured Loans

2632.693

1999.002

1728.261

2] Unsecured Loans

579.134

958.513

997.179

TOTAL BORROWING

3211.827

2957.515

2725.440

DEFERRED TAX LIABILITIES

3.194

5.325

5.544

 

 

 

 

TOTAL

5064.362

4128.938

4300.128

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

2204.886

1809.054

1810.408

Capital work-in-progress

150.132

147.242

153.465

 

 

 

 

INVESTMENT

1017.231

1243.229

851.135

DEFERREX TAX ASSETS

0.000

0.000

0.000

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

323.561

360.885

438.005

 

Sundry Debtors

872.268

835.270

967.878

 

Cash & Bank Balances

104.220

251.755

112.839

 

Other Current Assets

0.000

0.000

0.000

 

Loans & Advances

1446.579

857.199

1082.588

Total Current Assets

2746.628

2305.109

2601.310

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

 

Sundry Creditors

665.108

650.970

661.307

 

Other Current Liabilities

238.491

250.084

313.652

 

Provisions

150.916

474.642

141.231

Total Current Liabilities

1054.515

1375.696

1116.190

Net Current Assets

1692.113

929.413

1485.120

 

 

 

 

MISCELLANEOUS EXPENSES

0.000

0.000

0.000

 

 

 

 

TOTAL

5064.362

4128.938

4300.128

 


PROFIT & LOSS ACCOUNT

 

 

PARTICULARS

31.03.2010

31.03.2009

31.03.2008

 

SALES

 

 

 

 

 

Income

3511.082

1676.556

3839.198

 

 

Other Income

247.665

43.967

188.662

 

 

TOTAL                                     (A)

3758.747

1720.523

4027.860

 

 

 

 

 

Less

EXPENSES

 

 

 

 

 

Cost of Material

1467.940

842.419

1926.282

 

 

Personnel Cost

515.917

204.468

443.750

 

 

Other Expenses

1139.953

849.723

1056.082

 

 

Transfer from Revaluation Reserve

[32.441]

[54.388]

[60.254]

 

 

TOTAL                                     (B)

3091.369

1842.222

3365.860

 

 

 

 

 

Less

PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B)      (C)

667.378

[121.699]

662.000

 

 

 

 

 

Less

FINANCIAL EXPENSES/ INTEREST                   (D)

233.720

93.656

198.592

 

 

 

 

 

 

PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D)                                       (E)

433.658

[215.355]

463.408

 

 

 

 

 

Less/ Add

DEPRECIATION/ AMORTISATION                     (F)

118.235

94.978

159.222

 

 

 

 

 

 

PROFIT BEFORE TAX (E-F)                               (G)

315.423

[310.333]

304.186

 

 

 

 

 

Less

TAX                                                                  (H)

16.208

2.517

6.426

 

 

 

 

 

 

PROFIT AFTER TAX (G-H)                                (I)

299.215

[312.850]

297.760

 

 

 

 

 

Add

PREVIOUS YEARS’ BALANCE BROUGHT FORWARD

311.082

623.933

376.474

 

 

 

 

 

Less

APPROPRIATIONS

 

 

 

 

 

Tax on Dividend

2.440

0.000

1.248

 

 

Proposed Dividend

14.689

0.000

7.345

 

 

Short provision of Dividend of Earlier year

0.000

0.001

0.413

 

 

Tax on Dividend of Earlier year Rs. 175

0.000

0.000

0.070

 

 

Transfer to Debentures Redemption Reserve

0.000

0.000

41.225

 

BALANCE CARRIED TO THE B/S

593.168

311.082

623.933

 

 

 

 

 

 

EARNINGS IN FOREIGN CURRENCY

 

 

 

 

 

Export Earnings

1373.194

864.236

1781.107

 

TOTAL EARNINGS

1373.194

864.236

NA

 

 

 

 

 

 

IMPORTS

 

 

 

 

 

Raw Materials

324.373

206.165

497.251

 

 

Capital Goods

2.248

1.815

6.699

 

TOTAL IMPORTS

326.621

207.980

503.950

 

 

 

 

 

 

Basic and Diluted Earnings Per Share (Rs.)

20.37

(21.30)

20.54

 

 

QUARTERLY RESULTS

 

PARTICULARS

 

30.06.2010

30.09.2010

31.12.2010

31.03.2011

Type

1st Quarter

2nd Quarter

3rd Quarter

4th Quarter

Net Sales

895.300

895.580

657.830

708.700

Total Expenditure

774.560

836.900

703.110

756.670

PBIDT (Excl OI)

120.740

58.680

[45.280]

[47.970]

Other Income

10.190

0.000

2.380

0.000

Operating Profit

130.940

58.680

[42.900]

[47.970]

Interest

51.440

56.060

56.470

66.520

Exceptional Items

0.000

0.000

0.000

0.000

PBDT

79.500

2.620

[99.370]

[114.490]

Depreciation

21.990

22.480

22.700

23.400

Profit Before Tax

57.510

[19.860]

[122.070]

[137.890]

Tax

0.030

0.050

0.200

0.080

Provisions and contingencies

0.000

0.000

0.000

0.000

Profit After Tax

57.480

[19.910]

[122.270]

[137.980]

Extraordinary Items

0.000

0.000

0.000

0.000

Prior Period Expenses

0.000

0.000

0.000

0.000

Other Adjustments

0.000

0.000

0.000

0.000

Net Profit

57.480

[19.910]

[122.270]

[137.980]

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2010

31.03.2009

31.03.2008

PAT / Total Income

(%)

7.96

[18.18]

7.39

 

 

 

 

 

Net Profit Margin

(PBT/Sales)

(%)

8.98

[18.51]

7.92

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

7.09

[7.54]

6.89

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

0.17

[0.27]

0.19

 

 

 

 

 

Debt Equity Ratio

(Total Liability/Networth)

 

2.31

3.72

2.45

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

2.60

1.68

2.33

 

 

LOCAL AGENCY FURTHER INFORMATION

 

 

DETAILS OF SUNDRY CREDITORS:

 

(Rs. in Millions)

Particulars

 

31.03.2010

31.03.2009

31.03.2008

Sundry Creditors

665.108

650.970

661.307

Total

665.108

650.970

661.307

 

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 figures given above are not strictly comparable because the current financial year covers12 months against the previous financial year of 6 months. However the highlights are as under:

 

The Total Income for the financial year was Rs. 3758.747 Millions as against Rs. 1720.523 Millions in the previous year. The Total Expenditure was Rs. 3443.324 Millions as against Rs. 2030.856 Millions.

 

The Profit before Tax for the Financial Year was Rs.315.423 Millions as against a loss of Rs.310.333 Millions.

 

The Profit after Tax for the Financial Year was Rs.299.215 Millions as against a loss of Rs.312.850 Millions.

 

Exports of the Company during the year were Rs. 1393.884 Millions and were Rs. 875.060 Millions for the 6 Months period ended as on 31st March, 2009. The Company has been exporting its products to approx. 50 Countries.

 
 MERGER OF THE PHARMACEUTICAL PRODUCTS OF INDIA LIMITED (PPIL) WITH THE COMPANY: 
 
The Hon’ble Board for Industrial and Financial Reconstruction (BIFR) is considering the Rehabilitation and Revival cum Merger of the Pharmaceutical Products of India Limited (PPIL) with the Company afresh, pursuant to the Order of Hon’ble Supreme Court of India dated 16th May, 2008.

 

The PPIL has submitted proposal for rehabilitation cum merger of PPIL with Wanbury Limited, with Operating Agency, IDBI and after considering the same in the joint meeting of all concern, Operating Agency, IDBI has submitted “Draft Rehabilitation Proposal” with Hon’ble BIFR for their consideration. The Hon’ble BIFR is considering the “Draft Rehabilitation Proposal” submitted by the IDBI, Operating Agency and we expect that the “Draft Rehabilitation Proposal” will be circulated by Hon’ble BIFR shortly for the consideration of the all concerns.

 
 FOREIGN CURRENCY CONVERTIBLE BONDS (FCCBs) ISSUE: 

 
The Company had issued Foreign Currency Convertible Bonds (FCCB) aggregating EURO 15 Million (EURO Fifteen Million only) on 20th April, 2007, in two parts. First part consists of 800 nos. Foreign Currency Convertible “A” Bonds {FCCB(A)} of face value of EURO 10,000 each i.e. size of Bond A was EURO 8 Million and second part consists of 700 nos. Foreign Currency Convertible “B” Bonds {FCCB(B)} of face value of EURO 10,000 each i.e. size of Bond B was EURO 7 Million, in accordance with the terms and conditions mentioned in the offering circular dated 25th April, 2007.

 

During the year the Company has not received any application for conversion of FCCB into equity shares of the Company. However till date 5,29,085 fully paid equity shares of face value of Rs. 10/- each have been issued at a conversion price of Rs. 138.43 per equity share upon conversion of 128 Foreign Currency Convertible A Bonds of face value of EURO 10,000 each.

 

During the year the Company has bought back 424 Foreign Currency Convertible “A” Bonds of face value of EURO 10,000 each at 90% of their face value.

 

The book value of 424 Foreign Currency Convertible “A” Bonds bought back by the Company was approx. EURO 5.07 Million, which were bought back by the Company at EURO 3.82 Million. The Company has saved EURO 1.25 Million i.e. approx. Rs. 84.000 Millions by buying back of aforesaid FCCB.

 

Total numbers of FCCB(A) outstanding as on 31st March, 2010 were 248 and Total No. of FCCB(B) outstanding as on 31st March, 2010 were 700.

 

 

MANAGEMENT DISCUSSION AND ANALYSIS REPORT 

 

Industry: Development and Opportunities:

 

As per ORG IMS, the global pharmaceutical market grew by 7% to reach US$ 837 billion in 2009 and it is expected to grow by 4-6% in 2010 exceeding $870 billion, driven by stronger near term growth in the U.S. market. The U.S. Pharmaceutical Market which constitutes 37.50% of the Global Pharmaceutical Market will continue to retain its top market slot, though growth there will be limited in the range of 3-6% for the next five years and may reach $360-390 billion from the present $300 billion. The five major European markets, France, Germany, the United Kingdom, Italy and Spain, registered a 3% growth in 2009.

 

Despite economic conditions significantly affecting some markets notably Russia, Turkey, South Korea and Mexico, the seven pharma-emerging countries namely China, Brazil, Mexico, South Korea, India, Turkey and Russia are expected in aggregate to grow by 12-14% in 2010 and 14-17% over the next five years.

 

India, with a population of over one billion, is the second largest pharmaceutical market in terms of volumes consumed and is one of the fastest growing economies of the world. In terms of value, it ranks 13th and produces 22% of the world’s generic drugs. India is also one of the top five active pharmaceutical ingredients (API) producers in the world with a share of about 6.5%. The Indian pharmaceutical industry is estimated to grow at a compound annual rate of 12%-15% as against a global average of 4%-6% during 2008-2013.

 

Indian GDP growth over the period (%)

 

Patent-protected drugs worth nearly US$ 116 billion will go off-patent (including 30 of the best selling U.S. patent-protected drugs) by 2014. In addition, there is global shift towards use of generics as governments worldwide are under tremendous pressure to curtail steeply escalating healthcare budgets.

 

Consequently, the generics industry in India after capturing the U.S. market is gradually making its foray into Japan, South Africa, Europe and the Commonwealth countries. Indian pharmaceutical companies with their reverseengineering expertise, abundant investment in research facilities and availability of skilled manpower are favorably placed in the global generic market. India currently accounts for over 25% of the total generic drug applications made to the U.S. FDA, which accounts for over half of the US$ 60 billion market. Further, the U.S. FDA’s latest generic initiative GIVE (Generic Initiative for Value and Efficiency) aimed at increasing the number and variety of generic medicines available to consumers and healthcare providers is expected to further fuel the export plans of Indian pharmaceutical companies.

 

Company Outlook:

 

Domestic Formulations Business:

 

The Company is set to win the ‘Best Launch of the Year’ award by ORG IMS for the third year in a row for its Calcium brand Cdense. The product entered the market as the 234th calcium brand in the pharmaceutical industry, but due to its unique mechanism of mineral transportation (which directly deposits the calcium in to the bone) has reached the 7th position in a very short time.

 

The Company continues to be the fastest growing pharmaceutical Company in India amongst the top 100 companies and moved from 47th position in March, 2009 to 43rd position as of March, 2010 according to ORG-IMS. The Company continues to focus on Orthopedics, Gastrointestinal, Gynecology and Surgery therapeutic segments. The Company has been able to maintain its position by focusing on some of its key existing brands. These brands have established themselves in their respective therapeutic areas and have come to be known as best in class. Key performing brands for the Company are:-

 

CPink – An iron supplement based on Ferrous ascorbate preparation is a Rs. 280.000 Millions (ORG MAT Apr 2010) brand and ranked 2nd in Ferrous ascorbate category. CPink has revolutionised Iron therapy by introducing the formulation prepared through patented IIC (Integrated Iron Complexation) technology. CPink with IIC technology maximizes Iron absorption and prevents GI irritation.

 

Adtrol Plus - A combination of Calcitriol, Calcium Carbonate, Methylcobalamin, folic acid and Pyridoxine is a 2,000 lac brand, ranked 3rd in the Calcitriol Combinations market. It’s a comprehensive solution for the management of osteoporosis. Adtrol Plus can be used in all osteoporosis patients; all women above age of 40 yrs and men above 50 yrs. Rabiplus - The brand of Rabiprazole is Rs 200.000 Millions brand and ranked among top 5 brands in this category. Rabiplus is prepared through Optimally Stabilized Trilayered Enteric coated pallet technology. The benefit of this technology is 100% availability of drug at the site of absorption thus offers faster onset of action as compare to competitors. Pallet technology is being used for the first time in India.

 

Folinine is a Rs. 120.000 Millions brand, growing at 57% with second rank in Rs 1030.000 Millions folic acid market. Folinine is a nutritional supplementation during pregnancy and contains Methylcobalamin, Folic Acid and Pyridoxine. The combination controls pregnancy complications and is recommended throughout the nine months of pregnancy. According to NIN 1998, more than 60 % young women suffer from folic acid deficiency, and over 25% women suffer from pyridoxine deficiency and thus there is huge potential in this area.

 

Growth has largely been fuelled by the two new divisions, WOW and Wellbone, launched by the Company in FY 2010. WOW and Wellbone, now contribute 23% of sales of the formulation division. Not only are these divisions contributing significant amount of sales to Formulations division as a whole, these divisions have the lowest Cost of Goods Sold compared to Formulations division as a whole. Products contributing significantly to the sales of these two divisions include: Folinine, Bonansa, Productiv M, Productiv F and Wellbone.

 

The Company launched 23 new products during the year. The key products are as follows:

 

Productiv-M and Productiv-F

 

According to the World Health Organisation (WHO) 50 to 80 million couples will be affected by infertility at some stage of their reproductive life. Low sperm count, decreased motility, or abnormal shape of the sperm is responsible for (male) infertility in about 40% of couples. Female causes account for 40% of infertility cases, and 20% are attributed to a combination of both. To cater to this growing market the Company has launched two new products.

 

Productiv-F targeted at the female infertility market is a unique blend of Anti-oxidant, Multi-mineral, Vitamins and Amino acids along with Chaste berry and Green tea extract. Latest evidences show a 160% increase in the pregnancy rate with the use of a blend of Antioxidant, Multi-mineral, Vitamins and Amino acids.

 

Similarly, Productiv-M is a comprehensive formula containing a kit of multi-mineral and multi-vitamins tablets along with Clomiphene Citrate tablets for Male infertility market.

 

Bonansa

 

Wanbury has become the first Company in India to launch AlgaeCal, the No. 1 selling calcium in U.S.A. Targeted at the Rs. 3190.000 Millions Calcium market, the product is promoted to pregnancy and post-menopausal osteoporosis related ailments.

 

Bonansa is a completely natural product, derived from a sea alga, Algas calcareas which contains in addition to calcium (in form of calcium carbonate) 12 multiminerals (Boron, Copper, Magnesium, Manganese, Phosphorus, Potassium, Selenium, Silicon, Strontium, Vanadium and Zinc).

 

While conventional Calciums only arrest bone loss, Bonansa is the only Calcium shown to build upon bone loss as proved by the osteoblast studies.

 

Chymonac

 

Introduced as part of the Company’s Surglife division, Chymonac is a combination of Trypsin Chymotrypsin, Aceclofenac and paracetamol for inflammation and pain management. The Product has generated a Sales of Rs. 4.500 Millions in the very second month of the launch.

 

API (Active Pharmaceutical Ingredients)

 

The Company continues to remain the largest manufacturer of Metformin in the world with over 30% market share. The Company registered a near 10% growth in Sales in terms of quantity. However, a significant decline in the market prices of its key product “Metformin” led to a marginal decline in Sales in value terms in FY 10. Though the Company continued to face challenge in the U.S. markets in FY 10, it has seen a revival in the U.S. markets over the last two months and expects significant revenues coming from these markets in FY 11. Meanwhile, the Company continues to grow aggressively in the non-regulated markets by exploring new markets. FY 10 has been historical for API division on several counts. API division registered highest ever sales worth Rs. 205.700 Millions and highest ever collections worth Rs. 194.500 Millions, both in the month of March’10.

 

The Company has 2 U.S.FDA approved multi-product Active Pharmaceutical Ingredients (API) facilities and one dedicated Metformin manufacturing facility for semi-regulated markets. It sells to 7 out of the top 10 generic players in the world including Apotex, Teva, Sandoz and Mylan.

 

CRAMS (Contract Research and Manufacturing Services)

 

The Company has a well established CRAMS business. The Company’s USFDA approved plant Tanuku is being continuously audited by some of the largest Pharma companies in the world, which would result in potential orders going forward. The Company’s initiative of opening a Swiss office has paid rich dividend with everyday enquires and site inspections by a number of European Pharma majors.

 

The CRAMS business is about customised solutions – providing advance intermediates, fine chemicals and APIs to customers after understanding their requirements. Presently the Company has a very strong pipeline with more than 30 products and 8 out of these being already on lab development stage and 10 ready for plant scale.

 

International Formulations Business / European Generics: Cantabria Pharma

 

Last year has been tough for the European markets and Spain was no exception. Pharmaceutical industry in Spain has consistently been held back due to price cuts enforced by the Government and due to competition as a whole. Over the last year there have been two rounds of price cuts which have hampered the sales of the Company. Although the sales in volume terms have only been rising the Company has not been able to make up the loss in sales value to offset the fixed costs and hence was not able to break even last year. Several initiatives have been taken to counter the situation and loss in margin due to price cuts has been partly offset by the reduction in cost of material. Other initiatives that are being taken to improve the overall position of the Company are as follows:

 

Business Development / New Product Launches

 

As part of the new strategic initiative, the Company launched Picasum, a skin ointment targeted at the pain management segment having potential annual sales of Euro 4 million in FY 10. The product enjoys gross margin of 67%.

 

The Company has launched 2 new branded generic products Ilufren (Quetiapine), Panproton (Pantoprazole) in the financial year 2009-2010.

 

  • Ilufren (Quetiapine), launched in May´09 is targeted at the Schizophrenia market and adds to the basket of Epilmax (an anti-epilepsy product launched in June-2008) and Flaxen (antidepressant launched in Feb´09). The product enjoys gross margin of 68%.
  • Panproton (Pantoprazole), targeted at the Anti-ulcerant market is the 12th brand to be launched in the segment. The gross margin of the product is nearly 70%

 

In addition the Company has launched licensed product – Nidol under a Semi Exclusive licensing arrangement with Farmasiera group. The other license holder of this product is Abbot Spain. The potential sales of this product for the Company is pegged at 2 million Euros in 2010-2011.

 

The Company has also entered in co-promotion arrangement with UCB for Stopcold. The sales of this brand in 2009-2010 was 3 million Euros.

 

The Company is planning to enter the Oral Mucositis, Migraine, Laxatives Dental pain, Central Nervous System and Osteoporosis segments in 2011.

 

Exploring In-licensing Opportunities

 

The Company focuses on creating brands from pharmaceutical generic products and either purchases or enters into contract for dossiers (marketing rights) from third parties. It also in-licenses products from innovators like Wyeth, SMB, etc. The Company shall explore with European Companies who would like to partner with it for marketing their products in the Spanish markets by providing the marketing license to Cantabria to sell in Spanish markets. The Company has a wide marketing network and covers entire Spain market with its sales force. The Company over the years has emerged as one of the preferred partners for In-licensing products by the MNC’s and other large Pharma Companies. The Company has hired a resource for targeting this segment for strategic business development.

 

Financial Review:

 

The Company had a 12 months accounting period in the financial year 2010 as against a 6 months period for the financial year 2009; hence the results are not strictly comparable. However on an annualised basis the Company registered a strong performance in FY10.

 

The Company has generated Net Sales of Rs. 3511.100 Millions and Exports Sales of Rs. 1393.900 Millions (accounting for nearly 39% of the Total Net Sales) for the 12 months period ended March, 2010. Total Income for the period was Rs. 3758.7001 Millions

 

The API business generated Net Sales of Rs. 1847.600 Millions and accounted for 39% of the Consolidated Net Sales (Rs. 4725.900 Millions) in FY10 as against 45% during FY09. On an annualised basis the Formulations business registered a 34% growth, thereby registering a Net Sale of Rs. 1665.500 Millions led by new product launches and a significant growth in the new products introduced during the last fiscal. The Formulation business now accounts for nearly 35% of the consolidated Sales as against 24% in FY09. The Spanish business represented by Cantabria Pharma had a Net Sales of Rs. 1214.800 Millions and accounted for nearly 26% of the Total Consolidated Sales of the Company.

 

The Company generated an EBIDTA of Rs. 634.900 Millions in FY10 as against a loss of Rs. 176.100 Millions in FY09. The EBITDA margin in FY10 was 18% and was led by a strong margin improvement in the API business.

 

The PBT for the 12 months period ended was Rs. 315.400 Millions as against a loss of Rs. 310.300 Millions in FY09. The Company had a loss in FY09 largely on account of the Rs. 350.000 Millions Derivatives provision and Exchange Fluctuation Losses of Rs. 140.600 Millions. Thus for FY10 the Company utilised the Derivative provision made in FY09 to write-off the Derivative loss incurred during the financial year FY10. The Rs. 350.000 Millions Derivatives provision was based on the MTM position for contracts maturing in 2010. At the time of provision the USD/INR exchange rate was 47, however over the last year there have been significant fluctuations in dollar with rupee going strong. As on 31st March 2010, the MTM position for the derivatives contract that matured in FY 2010 was at Rs. 220.600 Millions, which meant that the Company was able to write back an amount of Rs. 127.400 Millions which helped increase its profits. Further, there is no negative derivative exposure for the Company as on 31st March 2010 and no provision needs to be made for Derivatives positions held by the Company.

 

The Company had a consolidated Debt of Rs. 4689.200 Millions as of 31st March, 2010.The break-up of the Total Debt as of arch 31, 2010 is as follows:

 

The Company has undertaken FCCB (Foreign Currency Convertible Bonds) Buyback Program and has therefore raised US$ 10 million ECB (External Commercial Borrowing) from a public sector bank. As of 31st March, 2010 the Company has bought back Bonds worth Euro 4.24 million (Book value Euro 5.07 million) at a flat 10% discount on the Face Value and nearly 25% discount on Book Value.

 

The average maturity of the Domestic Term Loans is 3-5 years and the maturity of its overseas borrowings is 5-6 years. The Company continues to generate healthy cash from operations to repay the debt. The remaining FCCBs have a maturity of 3 years with a conversion price of Rs.138.43 and a mandatory conversion option at a market price of 30%-50% premium to Conversion Price. The Company stock had 52 week high of Rs. 96 as on 31st March, 2010 and is confident of redeeming the bonds on maturity.

 

Contingent Liabilities:

 

a) Bank Letter of Credit outstanding at the year-end, Rs. 395.022 Millions (Rs. 219.739 Millions).

b) Bank Guarantees issued Rs. 1.918 Millions (Rs. 0.418 Million).

c) Disputed demands by Income Tax Authorities Rs. 4.043 Millions (Rs. 1.685 Millions). Amount paid there against and included under the head Loans and Advances Rs. 4.043 Millions  (Rs.1.685 Millions).

Disputed demands by Sales Tax Authorities Rs.3.327 Millions (Rs.3.327 Millions) paid under protest Rs. 1.332 Millions (Rs. 1.332 Millions).

d) Claims against the Company not acknowledged as debts Rs.86.021 Millions (Rs.82.984 Millions).

e) Estimated amounts of contracts remaining to be executed on capital account and not provided for (net of advances) Rs. 6.516 Millions (Rs. 2.397 Millions).

f) Guarantees given to banks/financial institutions for loans given to subsidiaries Rs 24,22.400 Millions (Rs. 2699.200 Millions). Loans outstanding at the period end Rs. 1477.371 Millions (Rs.1786.867 Millions).

g) Guarantees given to banks/financial institutions for loans given to Associate Company Rs 2,70.000 Millions(Rs. 270.000 Mildions). Loans outstanding at the period end Rs. 171.929 Millions (Rs. 2,41.646 Millions).

h) Future cashflows in respect of liability under clause (c) and (d) is dependent on decisions by relevant authorities of respective disputes and in respect of clause (e) the liability is dependent on terms agreed upon with the parties .

 

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

 

AS PER WEBSITE

 

History:

 

2008

 

 

  • Wanbury Limited opened an office in Zurich, Switzerland for its CRAMS business.
  • Wanbury Limited incorporated Wanbury Global FZE in Middle East for expanding its global business.
  • Wanbury Limited achieved consolidated turnover of Rs. 6300.000 Millions for 18 months period ended 30th September 2008.
  • Rabiplus was awarded ‘Best Brand Launch’ by ORG-IMS as it did sales of Rs.138.000 Millions in launch Year.
  • Wanbury Limited is the fastest growing company among top 100 companies in India as per ORG-IMS.

                       

2007

 

·         Doctor’s Organics Chemicals Limited merged with Wanbury Limited.

·         Wanbury Limited entered into a strategic association with Bravo Healthcare Limited.

·         Wanbury Limited incorporated Ningxia Wanbury Fine Chemicals Co. Limited to source raw materials from China.

·         Wanbury Limited approved as preferred Vendor by Pfizer (US) for Contract Research and Manufacturing Services (CRAMS).

·         Cpink was awarded ‘Best Brand Launch’ by ORG-IMS as it did sales of Rs. 110.000 Millions in launch year.

·         Wanbury Limited is the fastest growing company among top 100 companies in India as per ORG-IMS.

                       

2006

 

·         Wanbury Limited achieved 1000.000 Millions turnover.

·         Pharmaceutical Products of India Limited (PPIL) merged with Wanbury Limited pursuant to BIFR order.

·         Wanbury Limited acquired Cantabria Pharma S.L. with presence in ethical branded formulations in the Spanish market.

·         Wanbury Limited crossed 1000 employees mark.

·         Wanbury Limited became the world’s largest producer of Metformin with production of 4500 MT.

                       

2005

 

·         Wanbury Limited acquired Doctor’s Organics and Chemicals Limited, having a US FDA approved facility for manufacturing multi-product API’s.

 

2004

 

·         Wander Limited merged with Pearl Organics Limited and Pearl Organics Limited renamed as Wanbury Limited.

·         Wanbury Limited set up its R and D center in Navi Mumbai for API.

·         Wanbury Limited started using SAP as a business transaction system.

                       

2002

 

·         Pearl Organics Limited got US FDA approval for Patalganga plant.

                       

1996

 

·         Pearl Organics Limited entered into a strategic alliance with Wyckoff Chemicals (US) to market its API in US.

                       

1995

 

·         Pearl Organics Limited acquired plant of Brij Chemicals Private Limited at Patalganga (Maharashtra).

 

1992

 

·         Pearl Organics Limited established its first plant in Tarapur for manufacturing API’s.

                       

1991

 

·         Pearl Distributors Private Limited went public and was renamed as Pearl Organics Limited .

                       

1990

 

·         Incorporated as Pearl Distributors Private Limited

 

Profile:

 

Wanbury Limited the fastest growing pharma company amongst top 100 companies in India as per ORG-IMS has strong presence in domestic branded formulations. Wanbury’s major thrust area also lies in Active Pharmaceutical Ingredient (API) and Contract Research and Manufacturing Services (CRAMS). It has presence in Spain through its branded formulation business - Cantabria Pharma S. L acquired in 2006.

 

Formulations :

 

Fastest growing company amongst top 100 companies in the domestic market as per ORG IMS.

 

·         Ranks 47th as per ORG-IMS (Jan-2009)

·         Has three divisions namely Main division, Osteolife and Surglife.

·         Strong presence in Gynaecology, Orthopedics, Surgery and Gastro-intestinal.

·         Cpink, one of the key brands of Wanbury was awarded "Best Brand Launch" by ORG-IMS in India in 06-07.

·         Rabiplus, another key brand of Wanbury, was awarded “Best Brand Launch” by ORG-IMS in India in 07-08.

·         Cpink, Rabiplus, Folinine and Adtrol Plus are among the ‘Top 4’ brands in their respective segments

 

API :

 

·         World’s largest manufacturer of Metformin.

·         Largest US market share in Tramadol and Salsalate, besides Metformin.

·         Over 27 DMFs (Drug Master Files) filed.

·         2 approved product patents. 5 product patents and 1 process patent applied.

·         Over 17 actively marketed products including Clopidogrel, Levetiracetam, Telmisartan,Carvedilol, Sertraline, Losartan etc.

·         Exports to over 50 countries, 65% of which is to the regulated markets.

·         3 API manufacturing facilities including 2 US FDA approved multi-product API facilities for regulated markets.

 

 

PRESS RELEASE:

 

Wanbury launches Cdense – for osteoporosis and gynaecology related calcium deficiency

 

November 13, Mumbai: Wanbury Limited, one of the fastest growing pharma companies in the domestic market, has entered into the osteoporosis and gynaecology related calcium deficiency market with the launch of Cdense - Calcium Orotate, a mineral transporter. Cdense will be available in tablet form of 740 mg dosage.

 

Wanbury is the only company in the country to use Calcium Orotate as a base to make the calcium supplement. The available calcium brands mainly use calcium carbonate as base. Global studies have shown that Calcium Orotate (Cdense) is the only calcium that directly deposits in the bone and ensures optimum bone mineralization.

 

Cdense, which will be a 100% prescription-based product, will be predominantly targeted at patients with Osteoporosis, low back pain, postmenopausal women,and for calcium deficiency related to pregnancy, lactation and postpartum care.

 

“Wanbury’s Cdense is the only once-a-day dosage product, which ensures 95% absorption, powerful recalcification of the bone, reverses bone loss, relieves pain and has excellent gastro-intestinal (GI) tolerance leading to maximum patient compliance. The calcium brands that are currently available in the market have to be taken twice or thrice a day, leading to GI irritation,” said Dr. Rajaram Samant, Director, Marketing and Sales, Wanbury. The available calcium brands are less absorbed, as they get dissociated in the stomach and their intestinal absorption is dependent on Vitamin D3, he said.

 

Orotate – the mineral transporter used in Cdense is approved by USFDA and DGEC (Directorate General of European Commission).

 

Currently, the size of the calcium market is Rs. 2660.000 Millions, growing annually at 15%. “Wanbury is targeting Rs.150.000 Millions in the first year of launch of Cdense and intends to make it among the top ‘five’ brands by March 2009 in the calcium segment.,” said Dr. Samant.

 

Four of Wanbury’s formulation brands – Cpink, Rabiplus, Folinine and Adtrol Plus are in the ‘top three’ brands in their respective segments.

 

Wanbury ranks 52nd as per ORG-IMS and is growing at 87%. It has a successful track record of brand launches as its products are need based with unique advantage catering to needs of the patients.

 

UNAUDITED FINANCIAL RESULTS FRO THE QUARTER ENDED 30TH SEPTEMBER, 2010

 

(Rs. in Millions)

Sr. No.

 

 

 

Particulars

 

 

 

For the Qtr ended

For the 6 months

30.09.2010

period ended

 

30.09.2010

(Unaudited)

(Unaudited)

1)

Net Sales/Income from Operations

884.779

1764.230

 

Foreign Exchange Gain (Net)

-

5.405

 

Other Operating Income

10.798

26.645

 

Total Income

895.577

1796.280

2)

Expenditure

 

 

 

a. (Increase)/Decrease in Stocks of

 

 

 

WIP & Finished/Traded Goods

4.835

(11.315)

 

b. Cost of Materials

290.046

591.541

 

c. Purchase of Traded Goods

119.525

235.464

 

d. Staff Cost

145.346

275.626

 

e. Depreciation/Amortisation

22.477

44.465

 

f. Foreign Exchange Loss(Net)

4.789

-

 

g. Other Expenditure

271.361

515.354

 

Total Expenditure

859.379

1651.135

3)

Profit from Operations before Other Income,

36.198

145.145

 

Interest & Exceptional Items (1-2)

 

 

4)

Other Income

-

-

5)

Profit before Interest & Exceptional Items

36.198

145.145

6)

Interest (Net)

56.058

107.498

7)

Profit after Interest but before Exceptional Items

(19.860)

37.647

8)

Exceptional Items

-

-

9)

Profit / (Loss) from Ordinary Activities before

(19.860)

37.647

 

Tax

 

 

10)

Tax Expense

0.047

0.073

11)

Net Profit /(Loss) from Ordinary Activities after Tax

(19.907)

37.574

12)

Extraordinary Item (Net of Tax Expense )

-

-

13)

Net Profit /(Loss) for the Period

(19.907)

37.574

14)

Paid - up Equity Share Capital (Face value of Rs.10/-

146.893

146.893

 

each)

 

 

15)

Reserves & Surplus (excluding Revaluation Reserve)

 

 

16)

EPS (Rs.) - Basic & Diluted before and after

(1.36)

2.56

 

extraordinary items ( not annualised )

 

 

17)

Public Shareholding:-

 

 

 

- Number of shares

9,075,399

9,075,399

 

- Percentage of shareholding

61.78%

61.78%

18)

Promoters and Promoter Group Shareholding:-

 

 

 

a) Pledged / Encumbered

 

 

 

- Number of shares

1,913,500

1,913,500

 

- Percentage of shares (as a % of the total

34.09%

34.09%

 

shareholding of promoter and promoter group)

 

 

 

- Percentage of shares (as a % of the total share

13.03%

13.03%

 

capital of the company)

 

 

 

b) Non - Encumbered

 

 

 

- Number of shares

3,700,387

3,700,387

 

- Percentage of shares (as a % of the total

65.91%

65.91%

 

shareholding of promoter and promoter group)

 

 

 

- Percentage of shares (as a % of the total share

25.19%

25.19%

 

capital of the company)

 

 

 

 

1) Statement of Assets and Liabilities

                      

Particulars

 

 

As at 30th

September, 2010

(Unaudited)

Share holders Funds

 

a) Share Capital

146.893

b) Reserves and Surplus

1704.998

Sub Total

1851.891

Loan Funds

3326.782

Deferred Sales Tax Liability

2.534

TOTAL

5181.207

Fixed Assets

2348.919

Investments

1042.580

Current Assets , Loans and Advances

 

a) Inventories

342.479

b) Sundry Debtors

853.274

c) Cash & Bank Balances

115.768

d) Loans & Advances

1713.125

Less - Current Liabilities and Provisions

 

a) Liabilities

1074.862

b) Provisions

160.076

TOTAL

5181.207

 

 

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 October, 2010.

 

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

 

4) 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.

 

5) Erstwhile The Pharmaceutical Products of India Limited (PPIL) merged with the Company pursuant to the Scheme of Revival cum Merger (the Scheme) approved vide order dated 24th April, 2007 by the Board for Industrial and Financial Reconstruction(BIFR) u/s 18 and other applicable provisions of the Sick Industrial Companies (Special Provisions) Act, 1985(SICA) w.e.f. 1st April, 2006, being the appointed date.

 

Subsequently in response to a suit filed by one of the unsecured creditors of erstwhile PPIL, challenging the Scheme, the Hon'ble Supreme Court vide its order dated 16th May, 2008, has set aside the above referred BIFR order and remitted the matter back to BIFR for considering afresh as per the provisions of SICA.

 

The matter is now under consideration of the BIFR. In the meanwhile, the Company has sought legal opinion and has been advised to maintain status quo ante with respect to the merger under the said Scheme and that it should take further steps only on the basis of the fresh BIFR order.

 

In view of the above, the Company has maintained a status quo. However, all actions taken by the Company pursuant to the sanctioned scheme shall remain subject to and without prejudice to the orders that may be passed by the BIFR while considering the case afresh pursuant to the directions of the Hon'ble Supreme Court in its order dated 16th May, 2008.

 

6) As on 30th September, 2010, the balance liability on account of oustanding euro denominated FCCB issued by the Company has been restated at an exchange rate of Rs 61/- and amounts to Rs. 578.280 Millions. The FCCB issue terms stipulate conversion of the Bonds at the pre determined exchange rate of Rs 57.22 at which rate the liability amounts to Rs 542.445 Millions

 

7) Pro rata premium on outstanding FCCB amounting to Rs 11.297 Millions and exchange loss of Rs 8.131 Millions have been charged to the Securities Premium Account for the quarter ended 30th September, 2010.

 

8) The Company has equity investments of Rs. 390.771 Millions in two wholly owned subsidiaries and other company and amount recoverable of Rs.1380.780 Millions from them and step down subsidiary. The Company's involvement in the aforesaid entities being of strategic importance and for long term, no provision is considered necessary at this stage in respect of its investments and amounts recoverable as stated above.

 

This is matter of reference in the Limited Review report of the Statutory Auditor for the quarter ended 30.09.2010 and the Statutory Audit report for the year ended 31.03.2010

 

9) During the Quarter, the Company had received and resolved 13 complaints. There was no investor complaint pending at the beginning and at the end of the quarter.

 

10) The figures for the previous periods have been regrouped, wherever necessary, to corrospond with the figures of the current period.

 

 

 


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.44.43

UK Pound

1

Rs.71.90

Euro

1

Rs.63.41

 


 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

6

PAID-UP CAPITAL

1~10

5

OPERATING SCALE

1~10

6

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

6

--PROFITABILIRY

1~10

5

--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

 

52

 

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

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

-

NB

                                       New Business

-

 

 

 

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

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.