MIRA INFORM REPORT

 

 

Report Date :

03.10.2012

 

IDENTIFICATION DETAILS

 

Name :

SAI LIFE SCIENCES LIMITED [28.05.2012]

 

 

Formerly Known As :

SAI ADVANTIUM PHARMA LIMITED [30.08.2006]

 

SAI LIFE SCIENCES LIMITED [16.12.2003]

 

SAI DRU SYN LABORATORIES LIMITED

 

 

Registered Office :

Luxor Park, 8-2-120/ 86/ 9/ B, Opposite L.V. Prasad Eye Institute, Road No.2, Banjara Hills, Hyderabad – 500033, Andhra Pradesh

 

 

Country :

India

 

 

Financials (as on) :

31.03.2011

 

 

Date of Incorporation :

25.01.1999

 

 

Com. Reg. No.:

01-030970

 

 

Capital Investment / Paid-up Capital :

Rs. 131.012 Millions

 

 

CIN No.:

[Company Identification No.]

U24110AP1999PLC030970

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

HYDS03658E

 

 

PAN No.:

[Permanent Account No.]

AAECS6143F

 

 

Legal Form :

A Closely Held Public Limited Liability Company

 

 

Line of Business :

Subject offers complete chemistry services in support of drug discovery and development.

 

 

No. of Employees :

Not Available

 

 

RATING & COMMENTS

 

MIRA’s Rating :

Ba (51)

 

RATING

STATUS

 

PROPOSED CREDIT LINE

41-55

Ba

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

Satisfactory

 

Maximum Credit Limit :

USD 5700000

 

 

Status :

Satisfactory

 

 

Payment Behaviour :

Usually correct

 

 

Litigation :

Clear

 

 

Comments :

Subject is an established company having fine track. The company has improved its performance in the current financial year i.e. 2010-11. General financial position of the company is good. Trade relations are reported as fair. Business is active. Payments are reported to be regular 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.

 

 

ECGC Country Risk Classification List – June 30, 2012

 

Country Name

Previous Rating

(31.03.2012)

Current Rating

(30.06.2012)

India

A1

A1

 

Risk Category

ECGC Classification

Insignificant

 

A1

Low

 

A2

Moderate

 

B1

High

 

B2

Very High

 

C1

Restricted

 

C2

Off-credit

 

D

 

 

INDIAN ECONOMIC OVERVIEW

 

India is developing into an open-market economy, yet traces of its past autarkic policies remain. Economic liberalization, including industrial deregulation, privatization of state-owned enterprises, and reduced controls on foreign trade and investment, began in the early 1990s and has served to accelerate the country's growth, which has averaged more than 7% per year since 1997. India's diverse economy encompasses traditional village farming, modern agriculture, handicrafts, a wide range of modern industries, and a multitude of services. Slightly more than half of the work force is in agriculture, but services are the major source of economic growth, accounting for more than half of India's output, with only one-third of its labor force. India has capitalized on its large educated English-speaking population to become a major exporter of information technology services and software workers. In 2010, the Indian economy rebounded robustly from the global financial crisis - in large part because of strong domestic demand - and growth exceeded 8% year-on-year in real terms. However, India's economic growth in 2011 slowed because of persistently high inflation and interest rates and little progress on economic reforms. High international crude prices have exacerbated the government's fuel subsidy expenditures contributing to a higher fiscal deficit, and a worsening current account deficit. Little economic reform took place in 2011 largely due to corruption scandals that have slowed legislative work. India's medium-term growth outlook is positive due to a young population and corresponding low dependency ratio, healthy savings and investment rates, and increasing integration into the global economy. India has many long-term challenges that it has not yet fully addressed, including widespread poverty, inadequate physical and social infrastructure, limited non-agricultural employment opportunities, scarce access to quality basic and higher education, and accommodating rural-to-urban migration.

Source : CIA

 

 

RBI DEFAULTERS’ LIST STATUS

 

Subject’s name is not enlisted as a defaulter in the publicly available RBI Defaulters’ list.

 

 

EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS

 

Subject’s name is not enlisted as a defaulter in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of 31-03-2012.

 

 

LOCATIONS

 

Registered/ Corporate Office :

Luxor Park, 8-2-120/ 86/ 9/ B, Opposite L.V. Prasad Eye Institute, Road No.2, Banjara Hills, Hyderabad – 500 033, Andhra Pradesh, India

Tel. No.:

91-40-66777555/ 66778383/ 84/ 85/ 23608222

Fax No.:

91-40-23555979/ 23542666

E-Mail :

info@sailife.com

raghava@saiadvantium.com

runa.k@saiadvantium.com

Website :

www.saiadvantium.com

www.sailife.com

 

 

Factory 1 :

# 11-15-12/ 4, Doctors Colony, L.B. Nagar, Hyderabad – 500 074, Andhra Pradesh, India

Tel. No.:

91-40-24035646

Fax No.:

91-40-24035889

 

 

Factory 2:

Lab No.10, ICICI Knowledge Park, Turakapally (V), Shameerpet (M), R.R. District – 500 078, Andhra Pradesh, India

Tele Fax No.:

91-40-23480036

 

 

Factory 3:

International Biotech Park, Pune - 411 057, Maharashtra, India

 

 

DIRECTORS

 

AS ON 01.08.2012

Name :

Mr. Ranga Raju Kanumuri

Designation :

Chairman

Address :

8-2-120/A/4, Road No.9, Jubilee Hills, Hyderabad – 500 034, Andhra Pradesh, India

Date of Birth/Age :

05.01.1951

Qualification :

B Pharma, MS, PhD in Pharmacy

Date of Appointment :

25.01.1999

DIN No.:

00043186

Other Directorship:

 

S.No.

CIN/LLPIN

Name of the Company/ LLP

Current designation of the Director/ Designated Partner

Date of appointment at current designation

Original date of appointment

Date of cessation

Company/ LLP Status

Defaulting status

1

U05005AP1991PTC012796

PRATHIMA AQUA CULTURE PRIVATE LIMITED

Director

13/06/1991

13/06/1991

10/03/2011

Active

NO

2

U01222AP1991PTC012795

SWATHI AQUA CULTURE PRIVATE LIMITED

Director

13/06/1991

13/06/1991

10/03/2011

Active

NO

3

U29219AP1989PLC009683

PATTANCHERU ENVEROTECH LTD.

Director

06/08/1996

06/08/1996

-

Active

NO

4

U24110AP1998PTC029265

SAI QUEST SYN PRIVATE LIMITED

Director

21/04/1998

21/04/1998

-

Active

NO

5

U24110AP1999PLC030970

SAI LIFE SCIENCES LIMITED

Whole-time director

01/08/2012

25/01/1999

-

Active

NO

6

U05005AP1990PTC011548

LAKSHMI ACQUA CULTURE PRIVATE LIMITED

Director

19/04/2000

19/04/2000

11/03/2011

Active

NO

7

U91990AP2001PTC036420

SAI BIO ASSAY PRIVATE LIMITED

Director

19/03/2001

19/03/2001

-

Strike off

NO

8

U24110AP1998PTC028812

CONQUEST PHARMA PRIVATE LIMITED

Director

30/08/2006

30/08/2006

-

Amalgamated

NO

9

U73100AP2005PTC062723

ADVANTIUM PHARMA PRIVATE LIMITED

Director

30/09/2007

20/07/2007

-

Amalgamated

NO

10

U24297AP2010PTC067624

INGENUS PHARMACEUTICALS PRIVATE LIMITED

Director

19/03/2010

19/03/2010

-

Active

NO

 

 

Name :

Mr. Krishnam Raju Kanumuri

Designation :

Managing director

Address :

8-2-120/A/4, Road No.9, Jubilee Hills, Hyderabad – 500 034, Andhra Pradesh, India

Date of Birth/Age :

10.02.1971

Qualification :

Graduate in Chemical Engineering MBA Finance

Date of Appointment :

06.11.2008

DIN No.:

00064614

Other Directorship:

 

S.No.

CIN/LLPIN

Name of the Company/ LLP

Current designation of the Director/ Designated Partner

Date of appointment at current designation

Original date of appointment

Date of cessation

Company/ LLP Status

Defaulting status

1

U05005AP1990PTC011548

LAKSHMI ACQUA CULTURE PRIVATE LIMITED

Director

06/08/1990

06/08/1990

11/03/2011

Active

NO

2

U24110AP1999PLC030970

SAI LIFE SCIENCES LIMITED

Managing director

01/07/2011

01/05/2004

-

Active

NO

3

U73100AP2005PTC062723

ADVANTIUM PHARMA PRIVATE LIMITED

Director

30/09/2007

20/07/2007

-

Amalgamated

NO

 

 

Name :

Dr. Penmasta Raju

Designation :

Director

Address :

22640 Beaverdam Drive, Ashburn, Virginia, USA 20148

Date of Birth/Age :

22.09.1952

Qualification :

Ph D in Organic Chemistry

Date of Appointment :

08.03.1999

DIN No.:

00897301

 

 

Name :

Dr. Moriarty Robert Michael

Designation :

Director

Address :

3739, Michiana Drive, Michigan City, Indiana, USA 46360

Date of Birth/Age :

31.05.1965

Qualification :

Ph D

Date of Appointment :

25.08.2007

DIN No.:

00897207

Other Directorship:

 

S.No.

CIN/LLPIN

Name of the Company/ LLP

Current designation of the Director/ Designated Partner

Date of appointment at current designation

Original date of appointment

Company/ LLP Status

Defaulting status

1

U24110AP1999PLC030970

SAI LIFE SCIENCES LIMITED

Director

25/08/2007

16/08/2006

Active

NO

 

 

Name :

Mr. Tatta Raja Gopal Srirama

Designation :

Director

Address :

17, Lynwood Way, West Orange, New Jercy, USA 07052

Date of Birth/Age :

17.05.1951

Qualification :

MBA CA India and CPA US

Date of Appointment :

10.01.2007

DIN No.:

00988348

Other Directorship:

 

S.No.

CIN/LLPIN

Name of the Company/ LLP

Current designation of the Director/ Designated Partner

Date of appointment at current designation

Original date of appointment

Company/ LLP Status

Defaulting status

1

U24110AP1999PLC030970

SAI LIFE SCIENCES LIMITED

Director

25/08/2007

10/01/2007

Active

NO

 

 

Name :

Mr. William Lamar Greene

Designation :

Director

Address :

973. Crestview Dr. San Carlos, California 97070

Date of Birth/Age :

02.08.1963

Qualification :

BA MD degree from UCSF

Date of Appointment :

29.04.2008

DIN No.:

02164781

Other Directorship:

 

S.No.

CIN/LLPIN

Name of the Company/ LLP

Current designation of the Director/ Designated Partner

Date of appointment at current designation

Original date of appointment

Company/ LLP Status

Defaulting status

1

U24110AP1999PLC030970

SAI LIFE SCIENCES LIMITED

Director

11/09/2008

29/04/2008

Active

NO

 

 

Name :

Mr. Gautam Mago

Designation :

Director appointed in casual vacancy

Address :

D 202, Lloys Estate, Wadala (East), Mumbai – 500037, Maharashtra, India

Date of Birth/Age :

12.03.1979

Date of Appointment :

09.02.2012

DIN No.:

03568682

Other Directorship:

 

S.No.

CIN/LLPIN

Name of the Company/ LLP

Current designation of the Director/ Designated Partner

Date of appointment at current designation

Original date of appointment

Date of cessation

Company/ LLP Status

Defaulting status

1

U74140DL2004PTC127708

UNICON FINANCIAL INTERMEDIARIES PRIVATE LIMITED

Director

20/07/2011

20/07/2011

22/03/2012

Active

NO

2

U24110AP1999PLC030970

SAI LIFE SCIENCES LIMITED

Director appointed in casual vacancy

09/02/2012

28/09/2011

-

Active

NO

3

U72300DL2006PTC154694

UNITEDLEX BPO PRIVATE LIMITED

Additional director

07/12/2011

07/12/2011

-

Active

NO

4

U65922HR1998PLC042782

INDIA SHELTER FINANCE CORPORATION LIMITED

Additional director

21/03/2012

21/03/2012

21/07/2012

Active

NO

 

 

KEY EXECUTIVES

 

Name :

Mrs. Runa Karan

Designation :

Company Secretary

Address :

46, MIGH, Behind Ganesh Temple, Vijaynagar Colony, Hyderabad – 500057, Andhra Pradesh, India

Date of Birth/Age :

16.08.1974

Date of Appointment :

03.10.2008

PAN No.:

AKLPK3369B

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

 

Shareholding Details File Attached

 

 

AS ON 01.08.2012

 

Equity Share Breakup

 

Percentage of Holding

Category

 

 

Foreign holdings [Foreign institutional investors, Foreign Companies, Foreign Financial Institutions, Non-resident Indian or Overseas corporate bodies or others]

 

35.36

Bodies corporate

 

5.82

Directors or relatives of directors

 

43.14

Other top fifty shareholders

 

15.04

Others

 

0.64

Total

 

100.00

 

 

BUSINESS DETAILS

 

Line of Business :

Subject offers complete chemistry services in support of drug discovery and development.

 

 

GENERAL INFORMATION

 

No. of Employees :

Not Available

 

 

Bankers :

Bank of Bahrain and Kuwait B.S.C., 6-3-550, L.B. Bhawan, Akashganga, Somajiguda, Hyderabad – 500082, Andhra Pradesh, India

 

 

Facilities :

Secured Loans

31.03.2011

31.03.2010

 

 

(Rs. In Millions)

Rupee term loans banks secured

235.097

313.979

Working capital loans banks secured

416.037

263.269

Loans taken for vehicles secured

1.183

2.198

Total

652.317

579.446

 

Note:

1. Term loans are secured by way of first charge on the fixed assets and extension of first charge on present and future current assets.2. Secured by hypothecation of vehicles.

1. Cash credit is secured by way of first charge on present and future current assets and extension of first charge on fixed assets. 2. Secured by hypothecation of vehicles.

 

 

 

 

Banking Relations :

--

 

 

Auditors :

 

Name :

BSR and Associates

Chartered Accountants

Address :

Reliance Humsafar Banjara Hills, Hyderabad, Andhra Pradesh, India

Income-tax PAN of auditor or auditor's firm :

AAIFB7355D

 

 

Subsidiary:

Sai Life Sciences Inc, USA

 

 

Companies in which Directors / Directors relatives are interested :

Ř  Sai Quest Syn Private Limited, India

Ř  Chemrich Fine Chemicals Private Limited, India

Ř  MPM Asset Management LLC, USA

 

 

CAPITAL STRUCTURE

 

AFTER 01.08.2012

 

Authorised Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

21,400,000

Equity Shares

Rs. 10/- each

Rs. 214.000 Millions

 

 

 

 

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

13,144,200

Equity Share

Rs.10/- each

Rs. 131.442 Millions

 

 

 

 

 

 

AS ON 31.03.2011

 

Authorised Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

21,400,000

Equity Shares

Rs. 10/- each

Rs. 214.000 Millions

 

 

 

 

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

13,101,200

Equity Share

Rs.10/- each

Rs. 131.012 Millions

 

 

 

 

 

 

NOTE:

 

1. 21,400,000 equity shares of Rs 10 each

2. 13,101,200 equity shares of Rs 10 each fully paid-up.1. Nil (previous year : 55,000) equity shares of Rs 10 each alloted to the eligible employees of the Company on the exercise of the vested stock option in accordance with the terms of exercise under the "ESOP Stock Option Plan - 2004".

3. 13,101,200 equity shares of Rs 10 each fully paid-up.1. Nil (previous year : 55,000) equity shares of Rs 10 each alloted to the eligible employees of the Company on the exercise of the vested stock option in accordance with the terms of exercise under the "ESOP Stock Option Plan - 2004".

4. 13,101,200 equity shares of Rs 10 each fully paid-up.1. Nil (previous year : 55,000) equity shares of Rs 10 each alloted to the eligible employees of the Company on the exercise of the vested stock option in accordance with the terms of exercise under the "ESOP Stock Option Plan - 2004".


 

FINANCIAL DATA

[all figures are in Rupees Millions]

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

31.03.2011

31.03.2010

31.03.2009

SHAREHOLDERS FUNDS

 

 

 

1] Share Capital

131.012

131.012

129.535

2] Share Application Money

0.000

0.000

3.610

3] Reserves & Surplus

1312.974

1105.214

1002.917

4] (Accumulated Losses)

0.000

0.000

0.000

NETWORTH

1443.986

1236.226

1136.062

LOAN FUNDS

 

 

 

1] Secured Loans

652.317

579.446

462.316

2] Unsecured Loans

0.000

0.000

4.314

TOTAL BORROWING

652.317

579.446

466.630

DEFERRED TAX LIABILITIES

87.746

51.140

17.725

 

 

 

 

TOTAL

2184.049

1866.812

1620.417

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

1326.518

1246.303

699.476

Capital work-in-progress

73.136

25.082

532.463

 

 

 

 

INVESTMENT

10.581

0.384

0.484

DEFERREX TAX ASSETS

0.000

0.000

0.000

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

224.309

188.800

112.228

 

Sundry Debtors

461.938

306.384

228.671

 

Cash & Bank Balances

185.621

200.228

206.343

 

Other Current Assets

27.368

10.720

0.000

 

Loans & Advances

287.143

188.515

130.083

Total Current Assets

1186.379

894.647

677.325

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

 

Sundry Creditors

326.343

246.536

210.119

 

Other Current Liabilities

36.328

33.600

59.363

 

Provisions

49.894

19.468

19.849

Total Current Liabilities

412.565

299.604

289.331

Net Current Assets

773.814

595.043

387.994

 

 

 

 

MISCELLANEOUS EXPENSES

0.000

0.000

0.000

 

 

 

 

TOTAL

2184.049

1866.812

1620.417

 


PROFIT & LOSS ACCOUNT

 

 

PARTICULARS

31.03.2011

31.03.2010

31.03.2009

 

SALES

 

 

 

 

 

Income

1844.405

1460.668

1072.836

 

 

Other Income

52.856

40.129

23.407

 

 

TOTAL                                     (A)

1897.261

1500.797

1096.243

 

 

 

 

 

Less

EXPENSES

 

 

 

 

 

Consumption materials changes inventories

557.549

417.263

 

 

Manufacturing service costs

117.062

97.992

 

 

 

Employee related expenses

534.851

470.881

 

 

 

Administrative selling other expenses

284.556

271.472

 

 

 

TOTAL                                     (B)

1494.018

1257.608

1199.526

 

 

 

 

 

Less

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

403.243

243.189

(103.283)

 

 

 

 

 

Less

FINANCIAL EXPENSES                                    (D)

57.404

53.052

18.565

 

 

 

 

 

 

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

345.839

190.137

(121.848)

 

 

 

 

 

Less/ Add

DEPRECIATION/ AMORTISATION                     (F)

96.902

81.722

49.538

 

 

 

 

 

 

PROFIT BEFORE TAX (E-F)                              (G)

248.937

108.415

(171.386)

 

 

 

 

 

Less

TAX                                                                  (H)

41.177

33.416

(25.378)

 

 

 

 

 

 

PROFIT AFTER TAX (G-H)                                (I)

207.760

74.999

(146.008)

 

 

 

 

 

 

PREVIOUS YEARS’ BALANCE BROUGHT FORWARD

223.099

152.405

296.839

 

 

 

 

 

 

BALANCE CARRIED TO THE B/S

430.859

227.404

150.831

 

 

 

 

 

 

EARNINGS IN FOREIGN CURRENCY

 

 

 

 

 

Export of Goods and Services

1820.577

1440.761

1042.063

 

 

 

 

 

 

IMPORTS

 

 

 

 

 

Raw Materials

234.273

225.861

97.283

 

 

Stores & Consumables

17.043

5.556

4.914

 

 

Capital Goods

95.483

46.855

211.971

 

TOTAL IMPORTS

346.799

278.272

314.168

 

 

 

 

 

 

Earnings Per Share (Rs.)

 

 

 

 

Basic

15.86

5.77

(11.40)

 

Diluted

15.78

5.73

(11.40)

 

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2011

31.03.2010

31.03.2009

PAT / Total Income

(%)

10.95

5.00

(13.32)

 

 

 

 

 

Net Profit Margin

(PBT/Sales)

(%)

13.50

7.42

(15.98)

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

9.91

5.06

(12.45)

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

0.17

0.09

(0.15)

 

 

 

 

 

Debt Equity Ratio

(Total Liability/Networth)

 

0.74

0.71

0.67

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

2.88

2.99

2.34

 

 

LOCAL AGENCY FURTHER INFORMATION

 

 

Sr. No.

Check List by Info Agents

Available in Report (Yes / No)

1]

Year of Establishment

Yes

2]

Locality of the firm

Yes

3]

Constitutions of the firm

Yes

4]

Premises details

No

5]

Type of Business

Yes

6]

Line of Business

Yes

7]

Promoter's background

Yes

8]

No. of employees

No

9]

Name of person contacted

No

10]

Designation of contact person

No

11]

Turnover of firm for last three years

Yes

12]

Profitability for last three years

Yes

13]

Reasons for variation <> 20%

--

14]

Estimation for coming financial year

No

15]

Capital in the business

Yes

16]

Details of sister concerns

Yes

17]

Major suppliers

No

18]

Major customers

No

19]

Payments terms

No

20]

Export / Import details (if applicable)

No

21]

Market information

--

22]

Litigations that the firm / promoter involved in

--

23]

Banking Details

Yes

24]

Banking facility details

Yes

25]

Conduct of the banking account

--

26]

Buyer visit details

--

27]

Financials, if provided

Yes

28]

Incorporation details, if applicable

Yes

29]

Last accounts filed at ROC

Yes

30]

Major Shareholders, if available

Yes

31]

Date of Birth of Proprietor/Partner/Director, if available

Yes

32]

PAN of Proprietor/Partner/Director, if available

No

33]

Voter ID No of Proprietor/Partner/Director, if available

No

34]

External Agency Rating, if available

No

 

 

SCHEME OF AMALGAMATION

 

I. AMALGAMATION OF ADVANTIUM PHARMA PRIVATE LIMITED

 

A Background

 

Advantium Pharma Private Limited 'APPL' was incorporated on 29 March 2005. On 3 October2007 SAPL purchased entire share capital of APPL and effective that date APPL became a wholly owned subsidiary of SAPL. On 10 June 2009 the Board of Directors of the Company passed a resolution for the merger of APPL with theCompany. A Scheme of Arrangement 'the Scheme' pursuant to Section 391 read with Section 394 of the Companies Act1956 'the Act' and other applicable provisions was filed before the Honourable High Court of Andhra Pradesh for the amalgamation of APPL transferor company and SAPL transferee company.

 

The Honourable High Court of Andhra Pradesh sanctioned the Scheme vide its Order dated 1 April 2010; the amalgamation is effective from 1 April 2009.

 

During the previous year in line with Accounting Standard 4 Contingencies and Events Occurring After the Balance Sheet Date financial statements for the year ended 31 March 2010 was prepared after incorporating the financials of APPL with that of the Company’s results.

 

b Salient features of the Scheme

 

The salient features of the scheme of arrangement for the amalgamation are as follows:

 

The Appointed Date of the Scheme for the amalgamation is 1 April 2009.

Ř  With effect from the Appointed Date the entire undertaking of the transferor company including all its movable and immovable properties in possession or reversion present or contingent of whatsoever nature and wherever situated be transferred and vest with transferee company in accordance with and under section 394 of the Act.

Ř  With effect from the Appointed Date all debts liabilities duties and obligations of whatsoever nature shall without any further act or deed be transferred to and taken over by the transferee company in accordance with and under section 394 of the Act.

Ř  All legal and other proceedings and actions of whatsoever nature in any Court or Tribunal or before any authority be continued and prosecuted by or against transferee company in the same manner and to the same extent as they would have been continued and prosecuted by or against transferor company if the scheme had not been given effect to.

Ř  The employees of the transferor company shall become the employees of the transferee company without interruption in service.

 

C Consideration

 

Issued, subscribed and paid up capital

Amount (Rs)

Sai Advantium Pharma Limited (791,495 shares of Rs 10 each)

79,14,950

Dr. K. Rangaraju (SAPL nominee) ( 10 shares of Rs 10 each)

100

Total

79,15,050

 

 

As per the Scheme all the equity shares held by the Company in APPL and its nominees shall be cancelled. Accordingly there will be no issue and allotment of shares in the Company to the shareholders of APPL upon the scheme of amalgamation become effective. Hence consideration is considered to be ‘Nil’.

 

Shareholding pattern of APPL as at the appointed date:

 

D Accounting treatment

 

The Company has accounted for the merger in its books as per the Pooling of Interest Method of Accounting prescribed under the Accounting

Standard 14 issued by the Institute of Chartered Accountants of India such that –

Ř  All the assets and liabilities recorded in the books of APPL have been transferred to and vested in the Company pursuant to the Scheme and have been recorded by the Transferee Company at their book values as appearing in the books of the Transferor Company;

Ř  On and from the Appointed Date the reserves and the balance in the Profit and Loss Account of the Transferor Company have been merged with those of the Transferee Company in the same form as they appear in the financial statements of the Transferor Company;

Ř  Difference in accounting policies between the Transferor Companies and Transferee Company have been quantified and adjusted in the profit and loss account of the Transferee Company to ensure that the financial statements of the Transferee Company reflect the financial position on the basis of consistent accounting policies.

 

BACKGROUND

 

Advantium Pharma Private Limited 'APPL' was incorporated on 29 March 2005. On 3 October 2007 SAPL purchased entire share capital of APPL and effective that date APPL became a wholly owned subsidiary of SAPL. On 10 June 2009 the Board of Directors of the Company passed a resolution for the merger of APPL with the Company. A Scheme of Arrangement 'the Scheme' pursuant to Section 391 read with Section 394 of the Companies Act1956 'the Act' and other applicable provisions was filed before the Honourable High Court of Andhra Pradesh for the amalgamation of APPL transferor company and SAPL transferee company.

 

The Honourable High Court of Andhra Pradesh sanctioned the Scheme vide its Order dated 1 April 2010; the amalgamation is effective from 1 April 2009. During the previous year in line with Accounting Standard 4 Contingencies and Events Occurring After the Balance Sheet Date financial statements for the year ended 31 March 2010 was prepared after incorporating the financials of APPL with that of the Company’s results.

 

 

BANKERS CHARGES REPORT AS PER REGISTRY

 

Corporate identity number of the company

U24110AP1999PLC030970

Name of the company

SAI LIFE SCIENCES LIMITED

Address of the registered office or of the principal place of  business in India of the company

Luxor Park, 8-2-120/ 86/ 9/ B, Opposite L.V. Prasad Eye Institute, Road No.2, Banjara Hills, Hyderabad – 500 033, Andhra Pradesh, India

Email ID: runa.k@sailife.com

This form is for

Creation of charge

Type of charge

Book Debts

Movable Property

Others (subservient charge on current and movable fixed assets)

Particular of charge holder

Bank of Bahrain and Kuwait B.S.C., 6-3-550, L.B. Bhawan, Akashganga, Somajiguda, Hyderabad – 500082, Andhra Pradesh, India

Email ID: hyderabad@bbkindia.com

Nature of description of the instrument creating or modifying the charge

Agreement of Hypothecation of Goods and Assets

Date of instrument Creating the charge

20.06.2012

Amount secured by the charge

Rs. 16.200 Millions

Brief particulars of the principal terms an conditions and extent and operation of the charge

Rate of Interest

BBK Base Rate (i.e, presently @ 10.25% p.a) plus 325 bps; present effective rate being 13.50% p.a

 

Terms of Repayment

Tenor: 24 months

Principal repayable in 8 equal quarterly installments of Rs. 2.025 Million commencing at the end of 3rd month from the date of first draw down. Interest to be serviced at monthly rests.

 

Margin

Margin : 25%

 

Extent and Operation of the charge

Subservient Charge on the current and movable fixed assets of the Borrower

 

Others

All other terms and conditions as per Bank's Offer Letter Ref No. CR:2012:52 dated June 8,2012

Short particulars of the property charged

Subservient Charge on the current and movable fixed assets of the Borrower

 

 

CONTINGENT LIABILITIES

(Rs. in millions)

Particulars

31.03.2011

31.03.2010

i Bank guarantees

32.517

32.543

ii Letters of credit outstanding

16.697

12.940

iii Estimated amount of contracts remaining to be executed on capital account and not provided for net of advances

66.528

21.962

iv Claims against the Company not acknowledged as debts in respect of a Income tax matters*

8.129

--

b Service tax matters

6.923

--

 

* The Company’s claim for certain deductions under the provisions of the Income Tax Act 1961 for the assessment years 2007-08 and 2008-09 were disallowed by the income tax authorities in respect of which the Company’s appeals are currently pending. The Company’s management believes that the Company is eligible for the aforesaid deduction and accordingly no further provisions were recorded as of 31 March 2011.

 

 

FIXED ASSETS:

 

Ř  Freehold Land

Ř  Leasehold Land

Ř  Leasehold Improvements

Ř  Buildings

Ř  Plant and Machinery

Ř  Computers

Ř  Furniture and Fixture

Ř  Office Equipments

Ř  Vehicles

 


CMT REPORT (Corruption, Money Laundering & Terrorism]

 

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

 

1]         INFORMATION ON DESIGNATED PARTY

No 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. 52.78

UK Pound

1

Rs. 85.16

Euro

1

Rs. 67.79

 

 

INFORMATION DETAILS

 

Report Prepared by :

BVA

 


 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

6

PAID-UP CAPITAL

1~10

5

OPERATING SCALE

1~10

5

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

6

--PROFITABILIRY

1~10

7

--LIQUIDITY

1~10

5

--LEVERAGE

1~10

5

--RESERVES

1~10

7

--CREDIT LINES

1~10

5

--MARGINS

-5~5

-

DEMERIT POINTS

 

 

--BANK CHARGES

YES/NO

YES

--LITIGATION

YES/NO

NO

--OTHER ADVERSE INFORMATION

YES/NO

NO

MERIT POINTS

 

 

--SOLE DISTRIBUTORSHIP

YES/NO

NO

--EXPORT ACTIVITIES

YES/NO

YES

--AFFILIATION

YES/NO

YES

--LISTED

YES/NO

NO

--OTHER MERIT FACTORS

YES/NO

YES

TOTAL

 

51

 

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

 

 

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.