MIRA INFORM REPORT
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Report Date : |
04.06.2013 |
IDENTIFICATION DETAILS
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Name : |
PAR FORMULATIONS PRIVATE LIMITED (w.e.f. 21.02.2012) |
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Formerly Known
As : |
EDICT PHARMACEUTICALS PRIVATE LIMITED (w.e.f.23.04.2010) NOVEL THERAPEUTICS PRIVATE LIMITED (w.e.f. 24.09.2007) CHK ELECTRONIKS PRIVATE LIMITED |
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Registered
Office : |
Old No. 1/63, New No. 1/58, Padupakkam Village, Via. Vandalur-Kekambakkam
Road, Kelambakkam, Chennai – 603103, Tamilnadu |
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Country : |
India |
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Financials (as
on) : |
31.03.2012 |
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Date of
Incorporation : |
22.09.1982 |
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Com. Reg. No.: |
18-009602 |
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Capital Investment
/ Paid-up Capital : |
Rs. 6.307 Millions |
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CIN No.: [Company Identification
No.] |
U33111TN1982PTC009602 |
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Legal Form : |
Private Limited Liability Company |
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Line of Business
: |
Subject
is engaged in the business of developing and manufacturing generic branded
drugs. |
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No. of Employees
: |
Not Available |
RATING & COMMENTS
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MIRA’s Rating : |
Ba (47) |
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RATING |
STATUS |
PROPOSED CREDIT LINE |
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41-55 |
Ba |
Overall operation is considered normal. Capable to meet normal
commitments. |
Satisfactory |
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Maximum Credit Limit : |
USD 3100000 |
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Status : |
Satisfactory |
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Payment Behaviour : |
Usually Correct |
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Litigation : |
Clear |
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Comments : |
Subject is an established company having a satisfactory track record. The company has witnessed a change in the ownership and management
during the year resulting in strategic shift in the business model of the
company. The company has become wholly owned subsidiary of ‘Par Pharmaceutical
Inc., USA’, due to which the company become R and D service provider and
contract manufacturer for the holding company. The financial position of the company is good. Trade relations are fair. Business is active. Payment terms are
usually correct conditions. The company can be considered 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
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Country Name |
Previous Rating (31.03.2012) |
Current Rating (30.06.2012) |
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India |
A1 |
A1 |
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Risk Category |
ECGC
Classification |
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Insignificant |
A1 |
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Low |
A2 |
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Moderate |
B1 |
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High |
B2 |
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Very High |
C1 |
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Restricted |
C2 |
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Off-credit |
D |
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
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Registered Office / Research and Development and Manufacturing / Unit: |
Old No. 1/63, New No. 1/58, Padupakkam Village, Via.
Vandalur-Kekambakkam Road, Kelambakkam, Chennai – 603103, Tamilnadu, India |
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Tel. No.: |
91-44-67480000 |
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Fax No.: |
91-44-27474519 |
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E-Mail : |
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Website : |
DIRECTORS
As on 31.12.2012
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Name : |
Mr. Thomas Joseph Haughey |
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Designation : |
Director |
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Address : |
22 Spring Garden Drive, Madison, New Jersey |
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Date of Birth/Age : |
01.12.1963 |
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Date of Appointment : |
31.12.2012 |
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DIN No.: |
03555315 |
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Other
Directorship:
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Name : |
Mr. Paul Victor Campanelli |
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Designation : |
Director |
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Address : |
7 Cheyenne Court, Oakland, New Jersey |
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Date of Birth/Age : |
10.03.1962 |
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Date of Appointment : |
31.12.2012 |
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DIN No.: |
03559887 |
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Other
Directorship:
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Name : |
Mr. Venkatesh C |
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Designation : |
Director |
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Address : |
M 31, Heera Apartment, Jigani Industrial Area, Jigani, Anekal,
Bangalore – 562106, Karnataka, India |
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Date of Birth/Age : |
01.06.1968 |
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Date of Appointment : |
31.12.2012 |
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DIN No.: |
05226939 |
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Other
Directorship:
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MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN
As on 31.12.2012
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Names of Shareholders * |
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No. of Shares |
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Par Pharmaceutical, Inc. |
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106066 |
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Par Inc. |
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1 |
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Total |
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106067 |
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Note: Or in the case of the first return at any time since the incorporation
of the company |
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Equity Share Break up (Percentage of Total Equity)
As on 31.12.2012
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Category |
Percentage |
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Foreign holdings( Foreign institutional
investor(s), Foreign companie(s) Foreign financial institution(s),
Non-resident Indian(s) or Overseas Corporate bodies or Others |
100.00 |
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Total |
100.00 |
BUSINESS DETAILS
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Line of Business : |
Subject
is engaged in the business of developing and manufacturing generic branded
drugs. |
GENERAL INFORMATION
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No. of Employees : |
Not Available |
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Bankers : |
State Bank of India, Overseas Branch, No. 86. Rajaji Salai, Chennai –
600001, Tamilnadu, India |
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Facilities : |
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Banking
Relations : |
-- |
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Auditors : |
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Name : |
Deloitte Haskins and Sells Chartered Accountants |
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Address : |
ASV N Ramana Tower, 52, Venkatnarayana Road, T Nagar, Chennai –
600017, Tamilnadu, India |
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Tel. No.: |
91-44-66885000 |
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Fax No.: |
91-44-66885050 |
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PAN No.: |
AACFD3771D |
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Ultimate Holding Company: |
Par Pharmaceuticals Companies Inc (From February 17, 2012) |
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Holding Company: |
Par
Pharmaceuticals Inc (From February 17, 2012) |
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Companies where KMPs are interested (Upto
February 16, 2012): |
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CAPITAL STRUCTURE
As on 31.12.2012
Authorised Capital :
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No. of Shares |
Type |
Value |
Amount |
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145000 |
Equity Shares |
Rs.100/- each |
Rs. 14.500 Millions |
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Issued, Subscribed & Paid-up Capital :
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No. of Shares |
Type |
Value |
Amount |
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106067 |
Equity Shares |
Rs.100/- each |
Rs. 10.608
Millions |
As on 31.03.2012
Authorised Capital :
|
No. of Shares |
Type |
Value |
Amount |
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145000 |
Equity Shares |
Rs.100/- each |
Rs. 14.500 Millions |
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Issued, Subscribed & Paid-up Capital :
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No. of Shares |
Type |
Value |
Amount |
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63067 |
Equity Shares |
Rs.100/- each |
Rs. 6.307
Millions |
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FINANCIAL DATA
[all figures are
in Rupees Millions]
ABRIDGED BALANCE
SHEET
|
SOURCES OF FUNDS |
31.03.2012 |
31.03.2011 |
31.03.2010 |
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SHAREHOLDERS FUNDS |
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1] Share Capital |
6.307 |
13.809 |
12.781 |
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2] Share Application Money |
215.679 |
6.500 |
25.000 |
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3] Reserves & Surplus |
549.680 |
166.085 |
149.550 |
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4] (Accumulated Losses) |
0.000 |
0.000 |
(1.170) |
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NETWORTH |
771.666 |
186.394 |
186.161 |
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LOAN FUNDS |
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1] Secured Loans |
0.000 |
155.681 |
47.721 |
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2] Unsecured Loans |
0.000 |
33.373 |
63.638 |
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TOTAL BORROWING |
0.000 |
189.054 |
111.359 |
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DEFERRED TAX LIABILITIES |
2.951 |
0.000 |
0.000 |
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TOTAL |
774.617 |
375.448 |
297.520 |
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APPLICATION OF FUNDS |
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FIXED ASSETS [Net Block] |
216.837 |
438.875 |
227.379 |
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Capital work-in-progress |
8.128 |
0.000 |
0.000 |
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Product Development and USA license Cost |
0.000 |
0.000 |
68.064 |
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INVESTMENT |
0.000 |
0.000 |
0.000 |
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DEFERRED TAX ASSETS |
0.000 |
0.000 |
0.000 |
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CURRENT ASSETS, LOANS & ADVANCES |
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Inventories |
56.118
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13.021 |
0.000 |
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Sundry Debtors |
45.217
|
0.000 |
0.000 |
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Cash & Bank Balances |
21.493
|
0.310 |
2.774 |
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Other Current Assets |
653.072
|
7.217 |
3.537 |
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Loans & Advances |
21.075
|
0.068 |
0.000 |
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Total
Current Assets |
796.975
|
20.616 |
6.311 |
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Less : CURRENT
LIABILITIES & PROVISIONS |
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Sundry Creditors |
39.168
|
33.717 |
2.809 |
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Other Current Liabilities |
10.597
|
50.326 |
1.425 |
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Provisions |
197.558
|
0.000 |
0.000 |
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Total
Current Liabilities |
247.323
|
84.043 |
4.234 |
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Net Current Assets |
549.652
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(63.427) |
2.077 |
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MISCELLANEOUS EXPENSES |
0.000 |
0.000 |
0.000 |
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TOTAL |
774.617 |
375.448 |
297.520 |
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PROFIT & LOSS
ACCOUNT
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PARTICULARS |
31.03.2012 |
31.03.2011 |
31.03.2010 |
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ORDINARY INCOME |
57.960 |
25.480 |
4.653 |
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INCOME FROM SALE OF ITANGIBLE NET OF WRITE
OFF |
608.310 |
0.000 |
NA |
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EXPENSES |
(104.690) |
(29.990) |
NA |
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PRIOR PERIOD ADJUSTMENTS |
(11.10) |
0.000 |
NA |
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CURRENT RAX |
(178.000) |
0.000 |
NA |
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DEFERRED TAX |
(2.950) |
(1.200) |
NA |
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NET PROFIT /
(LOSS) |
369.530 |
(2.710) |
0.028 |
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EARNINGS IN
FOREIGN CURRENCY |
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Revenue from research and development services |
38.090 |
25.260 |
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Revenue from manufacturing services |
9.008 |
0.000 |
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Consideration for transfer of IP rights capabilities and resources |
972.000 |
0.000 |
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TOTAL EARNINGS |
1019.098 |
25.260 |
4.652 |
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IMPORTS |
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Raw Materials |
3.689 |
8.215 |
5.869 |
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Capital Goods |
21.383 |
25.175 |
2.041 |
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TOTAL IMPORTS |
25.072 |
33.390 |
7.910 |
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Earnings Per
Share (Rs.) |
5859.32 |
NA |
NA |
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KEY RATIOS
|
PARTICULARS |
|
31.03.2012 |
31.03.2011 |
31.03.2010 |
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Debt Equity Ratio (Total Debt /Networth) |
|
0.00
|
1.01 |
0.60 |
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Current Ratio (Current Asset/Current Liability) |
|
3.22
|
0.25 |
1.49 |
LOCAL AGENCY FURTHER INFORMATION
|
Sr. No. |
Check List by Info Agents |
Available in
Report (Yes / No) |
|
1] |
Year of Establishment |
Yes |
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2] |
Locality of the firm |
Yes |
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3] |
Constitutions of the firm |
Yes |
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4] |
Premises details |
No |
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5] |
Type of Business |
Yes |
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6] |
Line of Business |
Yes |
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7] |
Promoter's background |
Yes |
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8] |
No. of employees |
No |
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9] |
Name of person contacted |
No |
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10] |
Designation of contact
person |
No |
|
11] |
Turnover of firm for last
three years |
Yes |
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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 |
No |
|
25] |
Conduct of the banking
account |
-- |
|
26] |
Buyer visit details |
-- |
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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 |
NOTE: Registered office of the company has been
shifted from 2, May Flower Garden, Srinivasa Avenue Raja Annamalai Puram,
Chennai – 600023, Tamilnadu, India to the
present address w.e.f 14.08.2007
RESULTS OF
OPERATIONS
The total
revenue of Rs.57.960 Millions for the year relates to the revenue for the
period from Feb 18, 2012 to March 31, 2012. The expenses relating to the period
up to February 17, 2012 have been accounted as project development expenses and
written off against the sales proceeds from Intangible assets. The Rs. 608.310
Millions is the net proceeds for the transfer of all the intangible assets of
the company as of February 17, 2012 including the intangible assets as they
stood at April 1, 2011.
CORPORATE
INFORMATION
Subject (formerly known as Edict Pharmaceuticals Private Limited ("Edict") is engaged in the business of developing and manufacturing generic branded drugs. During the year, the promoters of Edict entered into a Share Purchase Agreement ("SPA") dated May 17, 2011 with Par Pharmaceutical, lnc.("US Holding Company" / "Par US") Pursuant to the SPA, the entire shareholding in the Company was transferred to Par Pharmaceutical, Inc. on February 17, 2012, being the closing date for the transaction. Effective February 17, 2012, the Company is a wholly owned subsidiary of Par Pharmaceutical, Inc. The Company is an Export Oriented Unit (EOU) and is currently operating as a captive contract Research and Development service provider and manufacturer of generic drugs to its US Holding Company.
UNSECURED LOAN
|
PARTICULARS |
31.03.2012 (Rs.
in Millions) |
31.03.2011 (Rs.
in Millions) |
|
Loans from directors and companies where directors are interested |
0.000 |
33.373 |
|
Total |
0.000 |
33.373 |
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NOTE: In accordance with the Notification No. GSR 719 (E) date 16.11.2007, issued by the Ministry of Corporate Affairs, certain disclosures are required to be made relating to Micro and Small Enterprises as defined under the Micro, Small and Medium Development Act 2006. The Company is in the process of compiling relevant information from its suppliers about their coverage under the said Act. Since the relevant information is still not available, no disclosures have been made in the accounts. |
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CONTINGENT LIABILITIES:
(Rs. in millions)
|
PARTICULARS |
31.03.2012 |
31.03.2011 |
|
Guarantees issued by banks |
2.750 |
0.250 |
|
Guarantees issued by the company on behalf
of company in which director are interested |
0.000 |
61.000 |
|
Letters of credit outstanding |
0.000 |
9.855 |
|
Demand promissory |
0.000 |
250.000 |
|
The
Company had given a Corporate Guarantee to State Bank of India towards credit
facilities extended by the banks to Delvin Formulations Private Limited (a company
in which the erstwhile directors were interested) amounting to Rs.61.000
Millions. The guarantee has been closed and the bank has released the Company
from the covenants, obligations and duties towards the guarantee on December
9, 2011. The
Company had signed and issued a Demand Promissory Note ("DPN") to Mr.
Jayaseelan to the effect that the Company will pay to him an amount of Rs.
Rs.250.000 Millions.. The DPN is based on a Memorandum of Understanding ("MoU") dated July
11, 2009, entered into between Muthuswamy Shanmugam and J Jayaseelan,
the erstwhile Directors of the Company, which, inter-alia, states that the
net worth of the Company as on the date of the MoU is agreed at Rs.250.000
Millions and that the amount is repayable by the Company to Jayaseelan. The
DPN has been cancelled vide letter dated January 10, 2012 issued by both the
parties to the Company. |
||
FIXED ASSETS
- Land
- Building
- Plant and Machinery
- Ro Plant
- Effluent Treatment Plant
- Lab Equipments
- Office Equipments
- Electrical Fittings
- Mechanical
- Computers
- Air conditioner
- Furniture & Fixtures
- UPS
- Intangible - Product License
CMT REPORT (Corruption, Money Laundering & Terrorism]
The Public Notice information has been collected from various sources
including but not limited to: The Courts,
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.56.57 |
|
|
1 |
Rs.86.15 |
|
Euro |
1 |
Rs.73.64 |
INFORMATION DETAILS
|
Report Prepared
by : |
KVT |
SCORE & RATING EXPLANATIONS
|
SCORE FACTORS |
RANGE |
POINTS |
|
HISTORY |
1~10 |
5 |
|
PAID-UP CAPITAL |
1~10 |
3 |
|
OPERATING SCALE |
1~10 |
6 |
|
FINANCIAL CONDITION |
|
|
|
--BUSINESS SCALE |
1~10 |
6 |
|
--PROFITABILIRY |
1~10 |
5 |
|
--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 |
NO |
|
--LITIGATION |
YES/NO |
NO |
|
--OTHER ADVERSE INFORMATION |
YES/NO |
NO |
|
MERIT POINTS |
|
|
|
--SOLE DISTRIBUTORSHIP |
YES/NO |
NO |
|
--EXPORT ACTIVITIES |
YES/NO |
NO |
|
--AFFILIATION |
YES/NO |
YES |
|
--LISTED |
YES/NO |
NO |
|
--OTHER MERIT FACTORS |
YES/NO |
YES |
|
DEFAULTER |
|
|
|
--RBI |
YES/NO |
NO |
|
--EPF |
YES/NO |
NO |
|
TOTAL |
|
47 |
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 |
||
This report is issued at your request without any
risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL)
or its officials.