MIRA INFORM REPORT

 

 

Report Date :

19.12.2013

 

IDENTIFICATION DETAILS

 

Name :

FRESENIUS KABI ONCOLOGY LIMITED

 

 

Formerly Known As :

DABUR PHARMA LIMITED

 

 

Registered Office :

B - 310, Som Datt Chambers - I, Bhikaji Cama Place, New Delhi – 110066

 

 

Country :

India

 

 

Financials (as on) :

31.03.2013

 

 

Date of Incorporation :

18.03.2003

 

 

Com. Reg. No.:

55-119441

 

 

Capital Investment / Paid-up Capital :

Rs.158.228 Millions

 

 

CIN No.:

[Company Identification No.]

L24231DL2003PLC119441

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

DELD06090A

 

 

PAN No.:

[Permanent Account No.]

AABCD7720L

 

 

Legal Form :

A Public Limited Liability Company. The Company’s Shares are Listed on the Stock Exchanges.

 

 

Line of Business :

Manufacturer of generic pharmaceutical products.

 

 

No. of Employees :

Not Available

 

 

RATING & COMMENTS

 

MIRA’s Rating :

Ba (49)

 

RATING

STATUS

PROPOSED CREDIT LINE

41-55

Ba

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

Satisfactory

 

Maximum Credit Limit :

USD 26920000

 

 

Status :

Satisfactory

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Exist

 

 

Comments :

Subject is a well-established and a reputed company having satisfactory track record.

 

Reserves of the company appears to be good.

 

Trade relations are fair. Business is active. Payments are reported to be regular and as per commitment.

 

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 – March 31st, 2013

 

Country Name

Previous Rating

(31.12.2012)

Current Rating

(31.03.2013)

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

 

The current downturn provides an opportunity to push ahead with reforms to accelerate growth, says the latest India Development Update report released by the World Bank. The report says that the adverse effects of rupee depreciation are likely to be offset by the gains in the exports performance due to improved external competitiveness. Since May this year, the local currency has depreciated substantially and fell to a record level of Rs 68.85 to a dollar on August, 28.

 

A stagflation like situation appears to have arisen as inflation jumped to an eight month high of 6.46 % for the month of September. It is up from 6.10 % in August. Growth continues to be muted with factory output plunging to 0.6  % in August. Onion prices have risen nearly 300 % from last September. Vegetables cost nearly 90 % more than they did last year. Wake up to the economic contribution of slum dwellers. They contribute more than 7.5 % to the country’s gross domestic product, according to a recent study conducted in 50 top cities.

 

136000 estimated number of jobs created during the second quarter of the current financial year. 50000 estimated number of additional jobs in the field of corporate social responsibility in the coming years.

 

The International Finance Corporation expects to come out with its rupee linked bonds issue before the end of 2013 as a part of its plan to raise $ 1 billion. The Apple iPhone 5c (Rs 41900 for 16 GB variant) and 5s (Rs 53500 for 16GB variant) has been launched in India from 1st November.

 

The Land Acquisition Act to provide just and fair compensation to farmers will come into force from January 1 next year, said Rural Development Minister Jairam Ramesh. The Act replaces a 119 year old registration. The Securities and Exchange Board of India has approved the trading of currency futures on the Bombay Stock Exchange. The exchange plans to launch the currency futures platform with advanced trading technology by the end of November.

 

 

EXTERNAL AGENCY RATING

 

Rating Agency Name

ICRA

Rating

BBB+ (Fund Based Facilities)

Rating Explanation

Have moderate degree of safety and carry moderate credit risk

Date

May 2013

 

Rating Agency Name

ICRA

Rating

A2+ (Non Fund Based Facilities)

Rating Explanation

Have strong degree of safety and carry low credit risk.

Date

May 2013

 

 

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 Office :

B - 310, Som Datt Chambers - I, Bhikaji Cama Place, New Delhi – 110066, India

Tel. No.:

91-11-26105570

Fax No.:

91-11-26195965

E-Mail :

pharmainvestors@fresenius-kabi.com

pharmainvestors@dabur.com

info@dabur.com

infopharma@dabur.com

nikhil.kulshreshtha@fresenius-kabi.com

Website :

www.dabur.com

 

 

Corporate Office :

Echelon Institutional Area, Plot No. 11, Sector – 32, Gurgaon - 122001, Haryana, India

Tel. No.:

91-124-4885000

Fax No.:

91-124-4885003

 

 

Factory 1 :

Formulations Unit

19, HPSIDC Industrial Area, Baddi, District Solan – 173205, Himachal Pradesh, India

 

 

Factory 2 :

Formulations Unit

Village Kishanpura, Tehsil Nalagarh, District Solan – 173101, Himachal Pradesh, India

 

 

Factory 3 :

Active Pharmaceutical Ingredients (API) Unit, D-35, Industrial Area, Kalyani, District Nadia – 741235, West Bengal, India

 

 

DIRECTORS

 

As on: 31.03.2013

 

Name :

Mr. Rakesh Bhargava

Designation :

Non-Executive Chairman

 

 

Name :

Mr. Peter F. Nilsson

Designation :

Managing Director and Chief Executive Officer

 

 

Name :

Mr. Dilip G. Shah

Designation :

Non-Executive Independent Director

 

 

Name :

Mr. Thomas Georg Mechtersheimer

Designation :

Non-Executive Director

Date of Birth/Age :

05.12.1964

Qualification :

Bachelor degree in Electrical Engineering; Masters degree in International Marketing and Foreign Trade

Date of Appointment :

30.05.2012

 

 

Name :

Dr. Michael Schonhofen

Designation :

Non - Executive Director

Date of Birth/Age :

28.01.1961

Qualification :

Ph.D (Germany)

Date of Appointment :

11.08.2008

 

 

Name :

Mr. Gerrit Steen

Designation :

Non-Executive Director

 

 

Name :

Dr. Naresh Trehan

Designation :

Non - Executive Independent Director

 

 

Name :

Dr. Patricia Grigoleit

Designation :

Non-Executive Director

Date of Birth/Age :

24.07.1959

Qualification :

Medical Graduate from Germany; Special Degree in Pharmacology and Toxicology

Date of Appointment :

13.02.2013

 

 

KEY EXECUTIVES

 

Name :

Mr. Nikhil Kulshreshtha

Designation :

Company Secretary

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

As on: 30.09.2013

 

Category of Shareholders

No. of Shares

Percentage of Holding

(A) Shareholding of Promoter and Promoter Group

 

 

(1) Indian

 

 

http://www.bseindia.com/include/images/clear.gif(2) Foreign

 

 

http://www.bseindia.com/include/images/clear.gifBodies Corporate

128164400

81.00

http://www.bseindia.com/include/images/clear.gifSub Total

128164400

81.00

Total shareholding of Promoter and Promoter Group (A)

128164400

81.00

(B) Public Shareholding

 

 

http://www.bseindia.com/include/images/clear.gif(1) Institutions

 

 

http://www.bseindia.com/include/images/clear.gifMutual Funds / UTI

363100

0.23

http://www.bseindia.com/include/images/clear.gifFinancial Institutions / Banks

27660

0.02

http://www.bseindia.com/include/images/clear.gifInsurance Companies

350000

0.22

http://www.bseindia.com/include/images/clear.gifForeign Institutional Investors

14988065

9.47

http://www.bseindia.com/include/images/clear.gifAny Others (Specify)

1550255

0.98

http://www.bseindia.com/include/images/clear.gifForeign Financial Institutions

1550255

0.98

http://www.bseindia.com/include/images/clear.gifSub Total

17279080

10.92

http://www.bseindia.com/include/images/clear.gif(2) Non-Institutions

 

 

http://www.bseindia.com/include/images/clear.gifBodies Corporate

2794251

1.77

http://www.bseindia.com/include/images/clear.gifIndividuals

 

 

http://www.bseindia.com/include/images/clear.gifIndividual shareholders holding nominal share capital up to Rs. 0.100 Million

8527843

5.39

http://www.bseindia.com/include/images/clear.gifIndividual shareholders holding nominal share capital in excess of Rs. 0.100 Million

606754

0.38

http://www.bseindia.com/include/images/clear.gifAny Others (Specify)

855327

0.54

http://www.bseindia.com/include/images/clear.gifTrust & Foundation

325

0.00

http://www.bseindia.com/include/images/clear.gifNon Resident Indians

612141

0.39

http://www.bseindia.com/include/images/clear.gifAny Other

242861

0.15

http://www.bseindia.com/include/images/clear.gifSub Total

12784175

8.08

Total Public shareholding (B)

30063255

19.00

Total (A)+(B)

158227655

100.00

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

0

0.00

http://www.bseindia.com/include/images/clear.gif(1) Promoter and Promoter Group

0

0.00

http://www.bseindia.com/include/images/clear.gif(2) Public

0

0.00

http://www.bseindia.com/include/images/clear.gifSub Total

0

0.00

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

158227655

0.00

 

 

BUSINESS DETAILS

 

Line of Business :

Manufacturer of generic pharmaceutical products.

 

 

GENERAL INFORMATION

 

No. of Employees :

Not Available

 

 

Bankers :

·         IDBI Bank Limited

·         The HSBC Limited

·         The Royal Bank of Scotland N.V.

·         Deutsche Bank AG

·         Credit Agricol Corporate and Investment Bank

·         Punjab National Bank

·         State Bank of India

·         UCO Bank

 

 

Facilities :

(Rs. In Millions)

Secured Loan

As on

31.03.2013

As on

31.03.2012

SHORT TERM BORROWINGS

 

 

Cash Credits from bank

54.532

111.255

 

 

 

Total

54.532

111.255

 

Notes:

 

Secured component of cash credits is secured by hypothecation of current assets.

 

 

 

Banking Relations :

--

 

 

Auditors :

 

Name :

G. Basu and Company

Chartered Accountants

 

 

Internal Auditors :

 

Name :

Pricewaterhouse Coopers Private Limited

Internal Auditor

 

 

Ultimate Holding Entity :

Fresenius SE and Company KGaA

 

 

Immediate Holding Entity :

Fresenius Kabi (Singapore) Pte. Limited

 

 

Other Holding Entities :

·         Fresenius Kabi AG,

·         Fresenius Kabi Deutschland GmbH

·         Fresenius Kabi Austria GmbH

 

 

Fellow Subsidiaries :

·         Fresenius Kabi Brazil Ltda.

·         Fresenius Kabi Chile Ltda.

·         Fresenius Kabi Korea Limited

·         Fresenius Kabi Norge, AS.

·         Fresenius Kabi México S.A. de C.V.

·         Fresenius Kabi Denmark, PT.

·         Fresenius Kabi Indonesia

·         Fresenius Kabi Philippines Inc,

·         HOSPED GmbH

·         Calea UK Limited

·         Fresenius Kabi EOOD

·         Fresenius Kabi Pharma Portugal Lda.

·         Laboratories Filaxis International S.A, V. Krütten Medizinische Einmalgeräte GmbH

·         Fresenius Kabi Argentina SA

·         Fresenius Kabi Asia Pacific Limited

·         Fresenius Kabi (China) Company Limited

·         Fresenius Kabi Ilac Sanayi ve Ticaret Limited

·         Fresenius Kabi India Private Limited

·         Fresenius Netcare GmbH

·         Fresenius Kabi Asiaco GmbH

·         Fresenius Kabi, USA LLC

·         Fresenius Kabi (Thailand) Limited

·         Laboratorio Sanderson S.A Peru

·         Fresenius Kabi Australia

·         Fresenius Kabi Malaysia

·         Fresenius Kabi Hungary

·         Fresenius Kabi AB Sweden

·         Fresenius Kabi Taiwan Limited

·         Fresenius Kabi Japan KK

·         Fresenius Kabi Anti infectives srl (Italy)

·         Fresenius Kabi Oncology Plc (UK)

·         Hygieneplan GmbH

·         Pharmaceutical Partners of Canada

 

 

CAPITAL STRUCTURE

 

As on: 31.03.2013

 

Authorised Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

180000000

Equity Shares

Rs.10/- each

Rs.1800.000 Millions

 

 

 

 

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

158227655

Equity Shares

Rs.10/- each

Rs.158.228 Millions

 

 

 

 

 

Note:

 

1) There has been no movement of share capital of the company during the year or in previous year.

 

2) The Company has one class of equity shares having a par value of Re. 1 per share. Each shareholder is eligible for one vote per share held.

 

3) Right, Preference, repayment and restriction, if any, on equity shares: Shares of the company are ordinarily transferable provided;

 

a) Instrument of transfer is in form prescribed under the act and duly stamped and executed by / on behalf of transferor and transferee.

 

b) Transferee consenting or replying affirmatively within specified period of his receipt of notice under section 110(2) of the Companies Act, 1956 issued by the Company in respect of application of transfer of registration of partly paid shares made by the transferor

 

c) Transferee is not of unsound mind.

 

d) Company does not have any lien on shares under application of transfer.

 

4) Board of Directors have approved for delisting of shares on BSE and NSE.

FINANCIAL DATA

[all figures are in Rupees Millions]

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

31.03.2013

31.03.2012

31.03.2011

EQUITY AND LIABILITIES

 

 

 

(1)Shareholders' Funds

 

 

 

(a) Share Capital

158.228

158.228

158.228

(b) Reserves & Surplus

6573.577

5767.690

5255.182

(c) Money received against share warrants

0.000

0.000

0.000

 

 

 

 

(2) Share Application money pending allotment

0.000

0.000

0.000

Total Shareholders’ Funds (1) + (2)

6731.805

5925.918

5413.410

 

 

 

 

(3) Non-Current Liabilities

 

 

 

(a) long-term borrowings

952.205

952.205

952.205

(b) Deferred tax liabilities (Net)

243.758

146.623

87.261

(c) Other long term liabilities

0.000

0.000

0.000

(d) long-term provisions

74.597

98.263

301.909

Total Non-current Liabilities (3)

1270.560

1197.091

1341.375

 

 

 

 

(4) Current Liabilities

 

 

 

(a) Short term borrowings

449.384

520.919

2377.296

(b) Trade payables

913.649

935.932

812.643

(c) Other current liabilities

305.121

519.597

49.594

(d) Short-term provisions

717.219

113.337

597.948

Total Current Liabilities (4)

2385.373

2089.785

3837.481

 

 

 

 

TOTAL

10387.738

9212.794

10592.266

 

 

 

 

ASSETS

 

 

 

(1) Non-current assets

 

 

 

(a) Fixed Assets

 

 

 

(i) Tangible assets

3472.264

2995.448

2520.543

(ii) Intangible Assets

45.022

53.748

62.440

(iii) Capital work-in-progress

1560.677

1338.184

895.884

(iv) Plantation in Progress

25.617

21.137

0.000

(v) Intangible assets under development

44.421

44.421

59.807

(b) Non-current Investments

0.300

0.300

1262.820

(c) Deferred tax assets (net)

0.000

0.000

0.000

(d)  Long-term Loan and Advances

85.570

30.091

337.176

(e) Other Non-current assets

52.218

50.360

1.272

Total Non-Current Assets

5286.089

4533.689

5139.942

 

 

 

 

(2) Current assets

 

 

 

(a) Current investments

0.000

0.000

0.000

(b) Inventories

2450.883

1865.601

2072.239

(c) Trade receivables

1850.829

2017.189

1765.943

(d) Cash and cash equivalents

4.866

131.180

184.950

(e) Short-term loans and advances

677.461

629.977

1429.192

(f) Other current assets

117.510

35.158

0.000

Total Current Assets

5101.549

4679.105

5452.324

 

 

 

 

TOTAL

10387.738

9212.794

10592.266

 


PROFIT & LOSS ACCOUNT

 

 

PARTICULARS

31.03.2013

31.03.2012

31.03.2011

 

SALES

 

 

 

 

 

Income

5962.999

5267.689

4127.686

 

 

Other Income

18.010

29.020

58.921

 

 

TOTAL                                     (A)

5981.009

5296.709

4186.607

 

 

 

 

 

Less

EXPENSES

 

 

 

 

 

Cost of Materials Consumed

1917.352

2060.528

1252.776

 

 

Purchase of Stock in Trade

42.455

28.506

30.151

 

 

Changes in Inventories of Work in Progress

35.146

(22.483)

112.646

 

 

Changes in Inventories Finished Goods

(345.320)

82.721

(42.176)

 

 

Employee Benefits Expenses

703.204

609.800

561.050

 

 

Other Expenses

2180.154

1849.233

1476.639

 

 

Extraordinary Items

68.064

(444.828)

0.000

 

 

TOTAL                                     (B)

4601.055

4163.477

3391.086

 

 

 

 

 

Less

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

1379.954

1133.232

795.521

 

 

 

 

 

Less

FINANCIAL EXPENSES                         (D)

(26.030)

176.596

(46.854)

 

 

 

 

 

 

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

1405.984

956.636

842.375

 

 

 

 

 

Less/ Add

DEPRECIATION/ AMORTISATION                     (F)

257.862

239.676

169.200

 

 

 

 

 

 

PROFIT BEFORE TAX (E-F)                               (G)

1148.122

716.960

673.175

 

 

 

 

 

Less

TAX                                                                  (H)

342.235

207.452

180.758

 

 

 

 

 

 

PROFIT AFTER TAX (G-H)                                (I)

805.887

509.508

492.417

 

 

 

 

 

Add

PREVIOUS YEARS’ BALANCE BROUGHT FORWARD

641.007

2631.499

2139.082

 

 

 

 

 

Less

APPROPRIATIONS

 

 

 

 

 

Transfer to General Reserve

900.000

2500.000

0.000

 

BALANCE CARRIED TO THE B/S

546.894

641.007

2631.499

 

 

 

 

 

 

EARNINGS IN FOREIGN CURRENCY

 

 

 

 

 

Export sales at FOB

4440.611

4068.452

3335.287

 

 

Service Income

856.958

924.393

25.708

 

 

Interest Income

0.000

3.282

0.000

 

TOTAL EARNINGS

5297.569

4996.127

3360.995

 

 

 

 

 

 

IMPORTS

 

 

 

 

 

Raw Materials

671.377

703.833

451.523

 

 

Stores & Spares (including of packing material)

447.173

205.909

168.048

 

 

Capital Goods

358.854

75.753

176.452

 

TOTAL IMPORTS

1477.404

985.495

796.023

 

 

 

 

 

 

Earnings Per Share (Rs.)

5.52

0.97

2.94

 

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2013

31.03.2012

31.03.2011

PAT / Total Income

(%)

13.47

9.62

11.76

 

 

 

 

 

Net Profit Margin

(PBT/Sales)

(%)

19.25

13.61

16.31

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

13.11

9.18

8.04

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

0.17

0.12

0.12

 

 

 

 

 

Debt Equity Ratio

(Total Debt/Networth)

 

0.21

0.25

0.62

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

2.14

2.24

1.42

 

 

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

Yes

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

No

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

Yes

 

 

LITIGATION DETAILS

 

 IN THE HIGH COURT OF DELHI AT NEW DELHI


 CS (OS) 2633/2012, IAs. 15849/2012, 18161/2012


  F HOFFMANN-LA ROCHE LTD and ANR


  ..... Plaintiff

 

Through: Mr. Shrawan Chopra, Ms. Prachi Agarwal, Adv.


versus
  

FRESENIUS KABI ONCOLOGY LIMITED and ANR


..... Defendant


Through: Ms. Neharika Nainta Maini, Ms. S. Majumdar, Adv.


CORAM:
  
HON'BLE MR. JUSTICE M.L. MEHTA


O R D E R


01.08.2013
  

It is stated by the learned counsel appearing for the plaintiffs as also so conceded by the learned counsel for the defendants that two RFAs  are still pending before the Division Bench.


As jointly prayed, renotify on 10.12.2013.

 

M.L. MEHTA, J

 

AUGUST 01, 2013/akb

 

 

UNSECURED LOAN

(Rs. In Millions)

Particular

As on

31.03.2013

As on

31.03.2012

LONG TERM BORROWING

 

 

Foreign Currency Term Loans from Related Party (Holding Company)

952.205

952.205

SHORT TERM BORROWINGS

 

 

Cash Credits from bank

116.492

2.704

Foreign Currency Packing Credit Loan from Banks

278.360                                  

406.960

 

 

 

Total

1347.057

1361.869

 

Note:

 

1. There is no default in repayment of principal loan or interest thereon.

 

2. No guarantee bond has been furnished against any loan by any third party including directors.

 

3. There is no default in repayment of principal loan or interest thereon.

 

4. Unsecured Loan from bank is covered by guarantee bond furnished by Fresenius Kabi, AG Germany, a holding entity.

 

5. No other third party including director of company has furnished any guarantee bond against any loan.

 

 

INDEX OF CHARGES

 

S.No.

Charge ID

Date of Charge Creation/Modification

Charge amount secured

Charge Holder

Address

Service Request Number (SRN)

1

10125679

11/05/2010 *

790,000,000.00

IDBI BANK LIMITED

INDIAN RED CROSS SOCIETY BUILDING, 1-RED CROSS ROAD, NEW DELHI, Delhi - 110001, INDIA

A87913703

 

* Date of charge modification

 

 

BUSINESS PERFORMANCE AND OPERATIONS

 

The Company's operations, performance, industry trends and other material changes with respect to the Company, during the year are exhaustively discussed in "Management Discussion and Analysis Report" which forms part of this Annual Report.

 

 

BOARD OF DIRECTORS

 

Dr. Patricia Grigoleit

 

The Board in its meeting held on 13th February 2013, appointed Dr. Patricia Grigoleit as an Additional Director in accordance with the provisions of section 260 of the Companies Act, 1956, read with Article 117 of the Article of Association of the Company.

 

Dr. Patricia Grigoleit will hold office up to the date of the ensuing Annual General Meeting. The Company has received a notice under Section 257 of the Companies Act, 1956from a member proposing the candidature of Dr. Patricia Grigoleit for appointment as the Director in the ensuing Annual General Meeting. She is eligible for appointment as theDirector and the Board recommends her appointment in the ensuing Annual General Meeting.

 

Mr. Thomas Georg Mechtersheimer

 

Mr. Thomas Gerog Mechtersheimer was appointed as a Director in casual vacancy on 30thMay 2012 in place of Mr. Mats Henriksson. He will hold office till the conclusion of the ensuing Annual General Meeting of the Company. The Company has received a notice under Section 257 of the Companies Act, 1956 from a member proposing the candidature of Mr. Thomas Georg Mechtersheimer for appointment as the Director in the ensuing Annual General Meeting. He is eligible for appointment as the Director and the Board recommends his appointment in the ensuing Annual General Meeting.

 

Mr. Peter F. Nilsson

 

Mr. Peter F. Nilsson was appointed as the Managing Director and CEO of the Company w.e. f. 20thOctober 2011 for a period of two years. His current term was going to expire on 19th October 2013.

 

The Board has re-appointed Mr. Nilsson as the Managing Director and CEO of the Company for a further period of 2 years i. e. from 20th October 2013 to 19thOctober 2015. The reappointment is subject to the approval of shareholders by way of a Special Resolution in the ensuing Annual General Meeting and the the Board recommends hisre-appointment for a further period of two years w. e. f. 20th October 2013.

 

 

MANAGEMENT DISCUSSIONS AND ANALYSIS

 

TRENDS IN GLOBAL ONCOLOGY

 

Pushed by growth in the emerging markets, global healthcare spending is expected to touch US$ 1175 to US$ 1205 billion by 2016. However, the share of the developed markets is expected to come down significantly from 73% to 57% of the total spending. This is largely due to patent expiries and slower brand growth in the US (US share is set to decline from41% to 31%). The slower economic growth, which has led to aggressive cost containment measures is also impacting healthcare spends in the developed regions. In contrast, the pharmerging markets will be at 30% of the total spend, as more people gain access to basic healthcare.

 

The overall healthcare spend is expected to be reflected across both, global brand spending and global generic spending. The global brand spending is forecast to increase from US$ 596 billion in 2011 to US$ 680 billion in 2016, with the developed markets being the primary drivers of the growth. In contrast, the global generic spending is expected to increase from US$ 242 billion to approximately US$ 495 to 525 billion by 2016, with approximately 65% coming from low-cost generics in pharmerging markets. Increased generic spending in developed markets in the next five years will be driven by generic competition due to patent expiries, with some additional increases due to expanded generic use for off-patent molecules while in pharmerging markets, generic and local companies will drive most of the increases in spending. The attractiveness of the generics market is also increasing due to growing pressure to reduce healthcare costs globally, and also as a result of a sizeable number of existing products going off-patent with each passing year.

 

The top 20 therapies (e. g. cancer, antidiabetics, asthma etc.) account for 42% of the total spending. Cancer tops this, with overall spending between US$ 83 to US$ 88 billion. Global cancer prevalence rates are on the rise, owing to an aging population, changing lifestyle and increasing pollution. Prevalence data is significantly influenced by the increasing diagnosis and survival rates across the global market.

 

Some key facts about cancer as presented by World Health Organization (WHO) are:

 

• Cancer is a leading cause of death worldwide, accounting for 7. 6 million deaths (around 13% of all deaths) in 2008.

• Lung, stomach, liver, colon and breast cancer cause the most cancer deaths each year

• The most freguent types of cancer differ between men and women.

• About 30% of cancer deaths are due to the five leading behavioral and dietary risks: high body mass index, low fruit and vegetable intake, lack of physical activity, tobacco use, alcohol use.

• Tobacco use is the most important risk factor for cancer causing 22% of global cancer deaths and 71% of global lung cancer deaths.

• Cancer causing viral infections such as HBV/HCV and HPV are responsible for upto 20% of cancer deaths in low- and middle-income countries.

• About 70% of all cancer deaths in 2008 occurred in low and middle- income countries.

• Deaths from cancer worldwide are projected to continue rising, with an estimated13. 1 million deaths in 2030.

 

Given this scenario, the global cancer market represents the most dynamic pharmaceutical market in the world, characterized by a changing commercial landscape and a high degree of innovation. The global markets for generic drugs will continue to grow despite cost reduction measures from governments and healthcare payers in many markets.

 

The principal factors boosting growth of the oncology segment are:

 

• Targeted therapies

• Growth of biologicals and biosimilars

• Rise of oral therapies

• Rise of pharmerging markets

• Competitive pricing strategies

• Rising awareness about early diagnosis leading to better survival

• New tests to monitor efficacy of treatments

 

As healthcare systems worldwide emphasize on early detection and disease management, the ever- increasing demand for newer and innovative oncology drugs will continue to be a growth driver for the oncology generics market. Quite evidently, overall, the global oncology market has immense prospects but may actually witness fierce price pressures going forward due to increased genericization, ongoing patent expiries of blockbusters and, most importantly, due to government-led healthcare measures.

 

 

TRENDS IN HEALTHCARE IN INDIA

 

The Government of India has placed a lot of importance on healthcare in its 12thFive Year Plan, which intends to raise the healthcare expenditure by the Central plus State governments from 1. 04% of GDP in 2011-12 to 1. 87% by the year 2016-17. The aim is to reduce out-of-pocket expenditure of patients which currently stands at 80% of the total. A large proportion of the Indian population is now covered under Rashtriya Swasthya Bima Yojana (RSBY). In addition to National Rural Health Mission which came into being in2005, a National Urban Health Mission has been announced. Six new All India Institute of Medical Sciences (AIIMS) kinds of hospitals are being set up. A universal healthcare plan is also being considered by the Planning Commission. Southern states of Tamil Nadu, Andhra and Kerala already have very good healthcare schemes in place. All these schemes of Central and State governments will have the effect of improving access to healthcare and are likely to enlarge the size of the pharmaceuticals market.

 

TRENDS IN INDIAN ONCOLOGY MARKET

 

According to a recent Frost and Sullivan study, the cancer cases in India are increasing at an alarming rate and will drive the oncology drugs market to INR 3, 831crore with 15. 46% CAGR by 2017. Chemotherapy, biologics, targeted therapy and supportive care are the different types of cancer treatments available in India, among which chemotherapy recorded the highest market value of approximately INR 700 crore in 2012. The growth of cancer drugs market is also driven by increasing awareness, affordability, increased diagnostic facilities, emergence of corporate hospitals, aggressive prescription trends and availability of the best-in-class drugs locally at reasonable prices. Various Government sponsored initiatives of disbursement of Oncology drugs free to BPL patients such as Rajasthan Government's scheme also has improved growth.

 

Cancer incidence in India is about 8 to 10 lakh new cases diagnosed every year with mortality rate of more than 6 lakh every year. Cancers of oral cavity and lung in males and cervix and breast cancer in females are the most prevalent types, and account for over50% of all cancer-related deaths in India. As the basic awareness towards cancer is still quite low, about 70% of cases reported for diagnostics and treatment are in advance stages, resulting in poor survival and high mortality rates.

 

One other major issue is that at present there is a huge shortage of specialized cancer care hospitals and surgical and medical oncologists in India. There are only 30 Regional Cancer Centers (RCCs) and an additional 300 general or multidisciplinary hospitals that provide care to cancer patients. There are only 1600 trained oncologists in the country who treat these patients, compared to a total number of over 4. 4 lakh doctors of all specialties. India has 28 to 30 lakh people with cancer at any given point of time. Thus, the ratio of cancer patients to oncologists in India is very low at 1800 to 1. There are very few cyclotrons and only 280 radiation machines in the whole country. The government is quite seized of this problem and, according to a recent announcement, the prestigious Tata Memorial Hospital has taken the lead in establishing a National Cancer Grid which will link all the existing and proposed cancer centers aiming to create uniform standard of treatment for patients across the country. Eight more Regional Cancer Centers (RCCs) are being planned. The government is also planning to launch a program in 30 districts in various states to screen people for different cancers. All these initiatives will not only improve the standards of cancer care to the patients but also help the cancer drug market to grow.

 

Although the market is expected to show a robust growth, at the same time it is also important to note that with the proliferation of more than 50 companies, large and small, offering their products in both private and tender markets, the Indian oncology market has become extremely price competitive. This has resulted in year on year price erosion making market share expansion fairly challenging.

 

OPERATIONS

 

With operations at the center of the Company's performance, FKOL continues to focus on enhancing production capacities, optimizing output, besides adding synergy to sales and marketing teams' efforts by providing quality products in time, every time.

 

They have seen significant investment in the last few years towards increasing capacities, capabilities and quantities at Baddi (Himachal Pradesh, India), Nalagarh (Himachal Pradesh, India) and Kalyani (West Bengal, India) plants. There have been strategic investments in new manufacturing lines. The batch sizes have been enhanced toensure that the market demands are met. Their manufacturing sites are continuously working to improve the yield through process improvements, thereby contributing to major cost control.

 

"The intellectual property team's key expertise area lies in challenging patents

 

All their sustained manufacturing and development efforts would be futile if we fail to reach the markets of launch on time. In order to ensure timely reach, their supply chain works relentlessly. To further strengthen the supply chain system, we have taken the following steps:

 

• Development of alternate sources for raw materials as well as finished goods

• Development of in-licensing avenues, both within Fresenius Kabi as well as with other outside companies when there are internal capacities and capabilities, constraints etc.

• Efficient coordination with plants, R and D and regulatory, thus ensuring that all their approvals are done prior to launch of any product.

 

Acting on their motto of improving the patients' quality of life, we ensure the highest quality in whatever we do. Their operational thrust is all assuring the best possible quality of products in terms of safety and efficacy. Compliance is another big area of their focus for us going forward.

 

 

FIXED ASSETS

 

Tangible Assets

·         Freehold Land

·         Leasehold Land

·         Building, Road and Culverts

·         Plant and Machinery

·         Vehicles

·         Furniture and Fixtures

·         Furniture and Fixtures (Plantation)

·         Office Equipment

·         Computers

 

Intangible Assets

·         Product Development

·         Patent/ Product Rights

 

 

 

 

 

 

 


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 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.61.92

UK Pound

1

Rs.100.83

Euro

1

Rs.85.27

 

 

INFORMATION DETAILS

 

Report Prepared by :

VRN

 


 

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

5

--PROFITABILIRY

1~10

6

--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

YES

--OTHER ADVERSE INFORMATION

YES/NO

NO

MERIT POINTS

 

 

--SOLE DISTRIBUTORSHIP

YES/NO

NO

--EXPORT ACTIVITIES

YES/NO

NO

--AFFILIATION

YES/NO

YES

--LISTED

YES/NO

YES

--OTHER MERIT FACTORS

YES/NO

YES

DEFAULTER

 

 

--RBI

YES/NO

NO

--EPF

YES/NO

NO

 

 

 

TOTAL

 

49

 

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.