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MIRA INFORM REPORT

 

 

Report Date :

24.05.2013

 

IDENTIFICATION DETAILS

 

Name :

WANBURY LIMITED

 

 

Registered Office :

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

 

 

Country :

India

 

 

Financials (as on) :

31.03.2012

 

 

Date of Incorporation :

11.08.1988

 

 

Com. Reg. No.:

11-48455

 

 

Capital Investment/ Paid-up Capital:

Rs. 146.893 Millions

 

 

CIN No.:

[Company Identification No.]

L51900MH1988PLC048455

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

MUMP12825B / VPNW00073D

 

 

PAN No.:

[Permanent Account No.]

AABCP5939P

 

 

Legal Form :

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

 

 

Line of Business :

Manufacturing and Sale of Pharmaceuticals, Medicines, Drugs and Organic Chemicals.

 

 

No. of Employees:

Not Available

 

 

RATING & COMMENTS

 

MIRA’s Rating :

Ba (42)

 

RATING

STATUS

 

PROPOSED CREDIT LINE

41-55

Ba

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

Satisfactory

 

Maximum Credit Limit :

USD 5616000

 

 

Status :

Moderate

 

 

Payment Behaviour :

Slow but correct

 

 

Litigation :

Exist

 

 

Comments :

Subject is a fastest growing pharmaceutical company having a moderate track record.

 

The company has been incurring losses during past to financial years because of which the reserves are deteriorating.

 

However, trade relations are reported as fair. Business is active. Payments are reported as slow but correct.

 

The company can be considered for business dealings with great caution.

 

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

 

 

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 :

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

Tel. No.:

91-22-67942222

Fax No.:

91-22-67942111/ 333

E-Mail :

shares@wanbury.com

pankaj@wanbury.com

info@wanbury.com

Website :

http://www.wanbury.com

 

 

Head Office :

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

Tel. No.:

91-22-27668938/27668939/27668958/27668959

Fax No.:

91-22-27663944

E-Mail :

pol@vsnl.com

shares@wanbury.com 

 

 

Factory 1 :

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

Tel. No.:

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

Fax No.:

91-2192-250531 / 91-22-27619447

E-Mail :

pol@vsnl.com

 

 

Factory 2 :

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

Tel. No.:

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

Fax No.:

91-2192-250531 / 91-22-27619447

 

 

Factory 3 :

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

 

 

Factory 4 :

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

 

 

Factory 5:

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

 

 

Overseas Office:

World Trade Center, Leutschenbanchstrasse 95, 8050 Zurich, Switzerland

E mail:

pkouroupls@wanbury.com

 

 

DIRECTORS

 

AS ON 31.03.2012

 

Name :

Mr.  A L Bongirwar

Designation :

Non-Executive Independent Director

 

 

Name :

Mr. N.K. Puri

Designation :

Non-Executive Independent Director

Qualification :

MSC (Physics)

Expertise in Specific Area :

Banking

Date of Appointment :

09.03.2005

 

 

Name :

Dr. P.L Tiwari

Designation :

Non-Executive Independent Director

 

 

Name :

Mr. P R Dalal

Designation :

Exim Bank Nominee

 

 

Name :

Mr. K Chandran

Designation :

Whole-time Director

Qualification :

Graduate

Experience:

28 Years

Expertise in Specific Area :

Pharmaceutical Industry

Date of Appointment :

23.01.2001

 

 

Name :

Mr. A N Shinkar

Designation :

Executive Director

 

 

KEY EXECUTIVES

 

Name :

Mr. Pankaj B Gupta

Designation :

Company Secretary

 

 

Name :

Mr. Mangesh Bhosale

Designation :

Company Secretary

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

AS ON 31.03.2013

 

Category of Shareholder

Total No. of Shares

Total Shareholding as a % of Total No. of Shares

(A) Shareholding of Promoter and Promoter Group

 

 

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

 

 

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

4164730

24.77

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

4164730

24.77

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

 

 

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

3024000

17.99

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

3024000

17.99

Total shareholding of Promoter and Promoter Group (A)

7188730

42.76

(B) Public Shareholding

 

 

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

 

 

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

10117

0.06

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

7360

0.04

http://www.bseindia.com/include/images/clear.gifCentral Government / State Government(s)

151

0.00

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

750729

4.47

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

768357

4.57

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

 

 

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

1744691

10.38

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

5138237

30.56

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

1667027

9.92

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

305244

1.82

http://www.bseindia.com/include/images/clear.gifClearing Members

48943

0.29

http://www.bseindia.com/include/images/clear.gifOverseas Corporate Bodies

94680

0.56

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

161621

0.96

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

8855199

52.67

Total Public shareholding (B)

9623556

57.24

Total (A)+(B)

16812286

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

567000

0.00

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

567000

0.00

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

17379286

0.00

 

 

BUSINESS DETAILS

 

Line of Business :

Manufacturing and Sale of Pharmaceuticals, Medicines, Drugs and Organic Chemicals.

 

 

Products :

Product Description

ITC Code

Metformin HCL

2921 1900

Salsalte HCL

2918 2300

Tramadol USP

2909 3019

 

PRODUCTION STATUS [AS ON 31.03.2011]

 

Particulars

Unit

Installed Capacity

Actual Production

Bulk Drugs

M.T

9,654.00 p. a.

7456.22

Formulation - Tablets

No. in Lacs

5,400 p. a.

--

Capsules

No. In Lacs

2100 p.a.

--

Dry Syrup ( 60 ML)

No. of Bottles in Lacs

60 p. a.

--

Sachets ( 3 and 5 gm)

No. in Lacs

72 p. a.

--

Sachets ( 22 gm)

No. in Lacs

60 p. a.

--

 

 

GENERAL INFORMATION

 

No. of Employees :

Not Available

 

 

Bankers :

  • Bank of India
  • Exim Bank
  • State Bank of India
  • State Bank of Mysore
  • State Bank of Indore
  • Axis Bank
  • Andhra Bank
  • IDBI Bank

 

 

Facilities :

Secured Loan

As on 31.03.2012

[Rs. in Millions]

As on 31.03.2011

[Rs. in Millions]

Term Loans

 

 

From Banks (Rupee)

2307.958

450.300

From Banks (Foreign Currency)

289.767

265.797

Vehicle and Other Loans

 

 

From Banks (Rupee)

3.345

10.672

From Others (Rupee)

6.784

5.580

Working Capital Loans repayable on demand

 

 

From Banks (Rupee)

(Above loans are secured by a pari-passu first charge on current

assets and three brands of the Company, second charge on fixed

assets and pledge of 8,22,242 equity shares of the Company held by Expert Chemicals (I) Private Limited, in addition to guarantee of Expert Chemicals (I) Private Limited, Bravo Healthcare Limited and Mr. K. Chandran, Director of the Company.)

561.014

1556.587

TOTAL

3168.868

2288.936

 

NOTE:

 

Term Loans are secured by pari passu first charge on all the present and future movable and immovable fixed assets of the Company situated at Patalganga and Tarapur, three brands of the Company and second charge, except in respect of Term Loans from State Bank of India which has a first charge, on all the present and future movable and immovable fixed assets of the Company situated at Tanuku and second pari passu charge on entire present and future current assets of the Company and pledge of 8,22,242 equity shares of the Company held by Expert Chemicals (I) Private Limited, in addition to guarantee of Expert Chemicals (I) Private Limited, Bravo Healthcare Limited and Mr. K. Chandran, Director of the Company.

 

 

 

Unsecured Loan

As on 31.03.2012

[Rs. in Millions]

As on 31.03.2011

[Rs. in Millions]

Foreign Currency Convertible Bonds

 

 

248 1% Foreign Currency Convertible

A Bond of Euro 10,000/- each

0.000

156.835

700 1% Foreign Currency Convertible

B Bond of Euro 10,000/- each

0.000

442.680

Deferred Sales Tax Loan

1.751

2.121

Loans and advances from related party

Inter Corporate Deposits from Expert Chemicals (I) Private Limited

0.025

76.900

Loan repayable on demand

 

 

From Banks (Rupee)

2.994

2.994

From Others (Rupee)

2.031

2.031

TOTAL

6.801

683.561

 

 

 

Banking Relations :

--

 

 

Auditors :

 

Name :

Kapoor an Parekh Associates

Chartered Accountant

Address :

Mumbai, Maharashtra, India

 

 

Associates/Subsidiaries :

  • Wanbury Holding B. V. (Netherlands)
  • Cantabria Pharma S. L. (Spain)
  • Ningxia Wanbury Fine Chemicals Company Limited (China)
  • Wanbury Global FZE (Ras-Al-Khaimah, UAE)

 

 

Other Related Parties :

  • Wanbury Infotech Private Limited
  • Bravo Healthcare Limited
  • Magnum Equifin Private Limited
  • Kingsbury Investment Inc.
  • Expert Chemicals (India) Private Limited

 

 

CAPITAL STRUCTURE

 

AS ON 31.03.2012

 

Authorised Capital :

No. of Shares

Type

Value

Amount

30000000

Equity Shares

Rs.10/- each

Rs.300.000 Millions

2000000

Preferences Shares

Rs.100/- each

Rs.200.000 Millions

 

TOTAL

 

Rs.500.000 Millions

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

17379286

Equity Shares

Rs.10/- each

Rs.173.793 Millions

 

NOTES:

 

Terms/Rights attached to Equity Shares:

 

The Company has issued only one class of Equity Shares having a par value of Rs. 10 per share. Each holder of Equity Shares is entitled to one vote per share. The Company declares and pays dividend in Indian rupees. In the event of liquidation of the Company, the holders of Equity Shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the numbers of Equity Shares held by the shareholders.

 

Outstanding Options to subscribe to Equity Shares:

 

11,25,236 warrants of the face value of Rs. Nil have been allotted to the shareholders of Erstwhile PPIL as per the BIFR order. The warrant holders have the right to subscribe to one Equity Share of Rs. 10/- each at the premium of Rs. 125/- per share which is exercisable within five years from 27 June 2007, being the date of allotment of the warrants.

 

Details of Equity Shares held by each shareholder holding more than 5%:

 

Name of Shareholder

As on 31.03.2012

 

 

No. of Shares

% of Holding

Kingsbury Investments Inc

3024000

17.40%

Expert Chemicals (India) Private Limited

4164730

23.96%

 

 

13,48,175 Shares were allotted in the financial year ended 30 September 2008 pursuant to the scheme of amalgamation of erstwhile PPIL and erstwhile DOCL with the Company, without payment being received in cash.

 

Out of the above Equity Shares 5,67,000 (Pr. Yr. 5,67,000) shares are represented by 1,89,000 (Pr. Yr. 1,89,000) Global Depository Receipts.

 

The Company has allotted 26,90,000 Equity Shares of Rs. 10/- each at the premium of Rs. 27.50 per Equity Shares to Expert Chemicals (India) Private Limited on 30 March 2012 on preferential basis pursuant to the Corporate Debt Restructuring Scheme.


 

FINANCIAL DATA

[all figures are in Rupees Millions]

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

31.03.2012

31.03.2011

31.03.2010

SHAREHOLDERS FUNDS

 

 

 

1] Share Capital

173.793

146.893

146.893

2] Share Application Money

0.000

0.000

0.000

3] Reserves & Surplus

1230.319

1404.614

1702.448

4] (Accumulated Losses)

0.000

0.000

0.000

NETWORTH

1404.112

1551.507

1849.341

LOAN FUNDS

 

 

 

1] Secured Loans

3168.868

2288.936

2632.693

2] Unsecured Loans

6.801

683.561

579.134

TOTAL BORROWING

3175.669

2972.497

3211.827

DEFERRED TAX LIABILITIES

0.000

0.000

3.194

 

 

 

 

TOTAL

4579.781

4524.004

5064.362

 

 

 

 

APPLICATION OF FUNDS

 

 

 

 

 

 

 

FIXED ASSETS [Net Block]

2106.137

2198.858

2204.886

Capital work-in-progress

127.124

99.410

150.132

 

 

 

 

INVESTMENT

1057.965

1047.157

1017.231

DEFERREX TAX ASSETS

0.000

0.000

0.000

 

 

 

 

CURRENT ASSETS, LOANS & ADVANCES

 

 

 

 

Inventories

441.758

363.894

323.561

 

Sundry Debtors

796.765

655.651

822.274

 

Cash & Bank Balances

170.095

75.919

104.220

 

Other Current Assets

0.654

0.538

0.000

 

Loans & Advances

1954.949

1824.283

1446.579

Total Current Assets

3364.221

2920.285

2696.634

Less : CURRENT LIABILITIES & PROVISIONS

 

 

 

 

Sundry Creditors

601.462

616.530

615.113

 

Other Current Liabilities

1396.803

1035.950

238.492

 

Provisions

77.401

89.226

150.916

Total Current Liabilities

2075.666

1741.706

1004.521

Net Current Assets

1288.555

1178.579

1692.113

 

 

 

 

MISCELLANEOUS EXPENSES

0.000

0.000

0.000

 

 

 

 

TOTAL

4579.781

4524.004

5064.362

 


PROFIT & LOSS ACCOUNT

 

 

PARTICULARS

 

31.03.2012

31.03.2011

31.03.2010

 

SALES

 

 

 

 

 

Income

3445.505

3152.371

3511.082

 

 

Other Income

108.241

151.392

247.665

 

 

TOTAL                                     (A)

3553.746

3303.763

3758.747

 

 

 

 

 

Less

EXPENSES

 

 

 

 

 

Cost of materials consumed

1346.928

1100.835

 

 

Purchase of Stock-in-Trade

426.026

406.212

 

 

 

Employee benefits expense

615.584

571.768

 

 

 

Other expenses

1016.519

979.594

3091.369

 

 

Exceptional Items-Income / (Expense)

(78.321)

0.000

 

 

 

Changes in inventories of Finished Goods, Work-in-Progress and Stock-in-Trade

(56.805)

(30.758)

 

 

 

TOTAL                                     (B)

3269.931

3027.651

3091.369

 

 

 

 

 

Less

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

283.815

276.112

667.378

 

 

 

 

 

Less

FINANCIAL EXPENSES                                    (D)

350.870

407.994

233.720

 

 

 

 

 

 

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

(67.055)

(131.882)

433.658

 

 

 

 

 

Less/ Add

DEPRECIATION/ AMORTISATION                     (F)

94.313

90.571

118.235

 

 

 

 

 

 

PROFIT / (LOSS) BEFORE TAX (E-F)               (G)

(161.368)

(222.453)

315.423

 

 

 

 

 

Less

TAX                                                                  (H)

0.000

0.216

16.208

 

 

 

 

 

 

PROFIT / (LOSS) AFTER TAX (G-H)                  (I)

(161.368)

(222.669)

299.215

 

 

 

 

 

Add

PREVIOUS YEARS’ BALANCE BROUGHT FORWARD

NA

593.168

311.082

 

 

 

 

 

Less

APPROPRIATIONS

 

 

 

 

 

Tax on Dividend

NA

NA

2.440

 

 

Proposed Dividend

NA

NA

14.689

 

BALANCE CARRIED TO THE B/S

NA

NA

593.168

 

 

 

 

 

 

EARNINGS IN FOREIGN CURRENCY

 

 

 

 

 

F.O.B. Value of Exports

1498.943

1166.385

1373.194

 

 

Freight, Insurance Etc.

27.694

34.268

20.690

 

 

Others

0.000

0.000

0.672

 

TOTAL EARNINGS

1526.637

1200.653

1394.556

 

 

 

 

 

 

IMPORTS

 

 

 

 

 

Raw Materials [Including High Seas Purchases]

441.210

365.559

324.373

 

 

Capital Goods

0.000

1.516

2.248

 

 

Interest

24.586

28.917

28.660

 

 

Commission Paid

15.059

5.061

12.903

 

 

Legal & Professional Fees

2.816

0.765

9.287

 

 

Travelling & Other Expenses

3.448

19.378

40.069

 

TOTAL IMPORTS

487.119

421.196

417.540

 

 

 

 

 

 

Earnings / (Loss) Per Share (Rs.)

(10.97)

(15.16)

20.37

 

 

QUARTERLY RESULTS

 

PARTICULARS

 

30.06.2012

30.09.2012

31.12.2012

Type

1st Quarter

2nd Quarter

3rd Quarter

Net Sales

966.800

1053.100

1053.500

Total Expenditure

898.500

1033.600

995.700

PBIDT (Excl OI)

68.300

19.500

57.800

Other Income

29.100

06.600

00.300

Operating Profit

97.400

26.100

58.100

Interest

121.200

17.800

101.400

PBDT

(23.800)

08.300

(43.300)

Depreciation

32.100

39.100

38.600

Profit Before Tax

(55.800)

(30.800)

(82.000)

Profit After Tax

(55.800)

(30.800)

(82.000)

Net Profit

(55.800)

(30.800)

(82.000)

 

 KEY RATIOS

 

PARTICULARS

 

 

31.03.2012

31.03.2011

31.03.2010

PAT / Total Income

(%)

(4.54)

(6.74)

7.96

 

 

 

 

 

Net Profit Margin

(PBT/Sales)

(%)

(4.68)

(7.05)

8.98

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

(2.95)

(4.35)

6.43

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

(0.11)

(0.14)

0.17

 

 

 

 

 

Debt Equity Ratio

(Total Debt/Networth)

 

2.26

1.92

1.74

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

1.62

1.67

2.68

 

 

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

Yes

30]

Major Shareholders, if available

Yes

31]

PAN of Proprietor/Partner/Director, if available

No

32]

Date of Birth 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

 

 

 

HIGH COURT OF BOMBAY

 

CASE DETAILS

 

BENCH:-BOMBAY

 

Stamp No.:-  ARPST/30848/2012 Filing Date:- 02/11/2012 Reg. No.:- ARP/46/2012 Reg. Date:- 05/12/2012

 

Petitioner:- Candid Drug Distributors                                               Respondent:- Wanbury Limited

 

Petn. Adv.:- Mr. Dushyant Purekar                                                   Resp. Adv.:- Sanjay Udeshi and Company

 

Bench: Single

 

Status: Pre-Admission

 

Last Date: 08/04/2013                                                          Stage: Petitions For Hearing [Civil Side Matters]

 

Last Coram: Provisional Board

 

Act: Arbitration and Conciliation Act 1996

 

 

OPERATIONAL REVIEW:

 

THE FINANCIAL HIGHLIGHTS ARE AS UNDER:

 

The Total Revenue for the financial year was Rs. 35,537.46 Millions as against Rs. 3303.763 Millions in the previous year. The Total Expenditure was Rs. 37,934.35 Millions as against Rs. 3526.216 Millions. The Loss before Tax for the financial year was Rs. 161.368 Millions as against a Loss before Tax of Rs. 222.453 Millions. Exports of the Company during the year were Rs. 1526.637 Millions as against Rs. 1200.653 Millions in the previous year. The Formulation Business revenues declined on account of high rate of attrition, which put the profitability of the division under pressure. The Company’s management has taken several measures to improve the formulations business. All vacancies have been filled across the country with the best talent. The Company has also engaged some of the best talent in the industry at senior management leadership levels. The new product pipeline is robust and the launch of these products should help achieve a significant growth in formulation business revenues and profitability.

 

MERGER OF THE PHARMACEUTICAL PRODUCTS OF INDIA LIMITED (PPIL) WITH THE COMPANY:

 

The Hon’ble Board for Industrial and Financial Reconstruction (BIFR) is considering the Rehabilitation and Revival cum Merger of the Pharmaceutical Products of India Limited (PPIL) with the Company afresh, pursuant to the Order of Hon’ble Supreme Court of India dated 16 May 2008. The PPIL has submitted proposal for rehabilitation cum merger of PPIL with Wanbury Limited, with Operating Agency, IDBI and after considering the same in the joint meeting of all concerned, Operating Agency, IDBI has submitted “Draft Rehabilitation Proposal” with Hon’ble BIFR for their consideration. The Hon’ble BIFR is considering the “Draft Rehabilitation Proposal” submitted by the IDBI, Operating Agency and they expect that the “Draft Rehabilitation Proposal” will be circulated by Hon’ble BIFR shortly for the consideration of the all concerned.

 

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

 

INDUSTRY OVERVIEW:

 

According to McKinsey, India is the 14th largest Pharmaceutical market and third largest in terms of manufacturing Pharma products by volume in the world. By 2015, it is expected to reach top 10 in the world beating Brazil, Mexico, South Korea and Turkey. The Indian pharmaceutical market is currently estimated at US$ 12 bn and is expected to reach US$ 74 billion in Sales by 2020 according to a PricewaterhouseCoopers (PWC) Report. The industry which recorded a 9.9% growth till 2010 is expected to grow at a rate of 9.5% until 2015. The increasing population of the higher-income group in the country is expected to open a potential US$ 8 bn market for multinational companies selling costly drugs by 2015. India continuous to be the largest exporter of Generic drugs in the world. The Indian generic market is estimated at US$ 11 bn and is expected to grow at a CAGR of nearly 17% between 2011 to 2014. According to IMS health, the shift in global drug spending towards generics is expected to rise to 39 per cent of total Pharma spending in 2015, up from 27 per cent in 2010. The US market remains the largest market for generics and in the short to medium term will remain a major focus for the sector and a growth driver for a number of Indian Pharma companies. During 2011, of the total 431 Abbreviated New Drug Application (ANDA) approved by the US FDA, Indian pharma companies received 144 approvals for the ANDA's and 49 tentative approvals, amounting to over 33 per cent of the FDA approvals in 2011. Compared to $21 billion in 2011, Patended products worth US$ 52 billion are expected to expire in 2012. This would offer significant market opportunity for lower priced generics and a clear visibility for profit and revenue growth for the generic focused Indian Pharma companies. A growing demand for generics, subsequent increase in capacity utilization and better cost rationalization will ensure stability to the sector's operating margins. Margins for Indian Pharma companies could also improve with the depreciating rupee; the extent, however, would be governed by the amount of imports and hedging policies adopted.

 

GOVERNMENT INITIATIVES:

 

The government is planning to set up a US$ 639.56 mn Venture Capital (VC) fund to give a boost to drug discovery and strengthen the pharma infrastructure in the Country. The government had issued an expression of Interest (EOI) for technical and financial bids for the selection of a global level consultant for the preparation of a detailed project report in order to develop India as a drug discovery and pharma innovation hub by 2020. The Drugs and Pharmaceuticals Manufacturers Association has received an in-principal approval for its proposed special economic zone (SEZ) for Pharmaceuticals, bulk drugs, active pharmaceuticals ingredients (API) and Formulations to be located at Nakkapalli Mandal in Visakhapatnam district. The Department of Pharmaceuticals has prepared “Pharma Vision 2020” for making India one of the leading destinations for end-to-end drug discovery and Innovations.

 

COMPANY OVERVIEW:

 

DOMESTIC FORMULATIONS BUSINESS:

 

The Company was focused on restructuring the Formulations Business during the year to lay the foundation for robust and sustainable growth. This included major initiatives like implementation of mandatory order with cheque system to boost collections and curb doubtful orders. This not only led to significant reduction in the overdue amount in the market but also to lower sales. These initiatives coupled with scarcity of funds due to delay in final approval and disbursal of CDR funds led to drop in sales for the year. However, the Company undertook the following initiatives which would help grow the Formulation business significantly over the mid-long term.

 

Appointment President, Formulations – During the year the Company has appointed President, Formulation. He has nearly 30 years of experience in the Pharmaceutical Industry and has worked some of the top Pharmaceutical companies in India.

 

Introduced a new reporting system for Sales Force – From an on paper weekly reporting to a new real time online reporting system has been put in place by the Company, which helps in tracking the performance of the sales force on a real time basis.

 

Introduced New Order System – The Company only accepts orders on receipt of cheques now. This initiative has improved the overall collections and has streamlined the cash flow cycle of the Formulation business. The Company continues to focus on Orthopedics, Gastrointestinal, Gynecology and Surgery therapeutic segments. The Company has been able to maintain its position by focusing on some of its key existing brands. These brands have established themselves in their respective therapeutic areas and have come to be known as the best in class. Key performing brands for the Company are:-

 

CPink – An iron supplement based on Ferrous Ascorbate preparation is a Rs. 280.000 Millions (ORG MAT Mar 2011) brand and ranked 2nd in Ferrous Ascorbate category. CPink has revolutionized Iron therapy by introducing the formulation prepared through patented IIC (Integrated Iron Complexation) technology. CPink with IIC technology maximizes Iron absorption and prevents GI irritation.

 

Adtrol plus - Is an Rs.200.000 Millions brand, ranked 3rd in the Calcitriol Combinations market. It’s a comprehensive solution for the management of osteoporosis. Adtrol Plus can be used in all osteoporosis patients; all women above age of 40 years and men above 50 years.

 

Rabiplus- Their brand of Rabiprazole is Rs.200.000 Millions brand and ranked among top 5 brands in this category. Rabiplus is prepared through Optimally Stabilized Trilayered Enteric coated pallet technology. The benefit of this technology is 100% availability of drug at the site of absorption thus offers faster onset of action as compared to competitors. Pallet technology is being used for the first time in India.

 

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

 

The Company had limited new product launches during the year due to the delay in CDR approval. However, the Company did launch the following new products during the year:

 

GRO 9

 

CRich

 

Adtrol D

 

Active Pharmaceutical Ingredients (API) Business:

 

The API division led by the new management achieved the 20% top line growth target it had set for itself last year. The division benefited from better price realization across products including Metformin, mainly due to favorable exchange rates obtained for exports during the year. The Company has introduced significant cost reduction initiatives over the last one year in order to sustain its competitiveness in a highly price sensitive market.

 

API Research and Development (R and D) Centre increased its man power at Tanuku factory to improve process efficiency of already commercialized products. DSIR has approved the Company’s RandD centre of Tanuku. During the year, the R and D Centre of the Company has developed lab scale processes for 3 Active Pharmaceutical Ingredients (APIs), increasing capacity to three times that of its key product with minimal investment.

 

The synthesis of APIs today is governed by stringent norms as the process chemistry employed needs to be cost effective, hazard-free, non-infringing, adhering to Pharmacopoeia quality and eco-friendly. RandD Centre has successfully improved the process through backward integration for its key API products wherein nearly a 15 % cost reduction was achieved.

 

INTERNATIONAL FORMULATIONS BUSINESS – CANTABRIA PHARMA:

 

The Spanish economy contracted by 0.3% in the opening quarter of 2012 is expected to shrink through 2012. This will make it difficult for the government to achieve its fiscal deficit targets, which may lead to more austerity measures and the government turning to the EU for help in dealing with its bank problems. Spain's unemployment rate jumped to 24.4% during the first quarter of 2012. This was the highest rate in 18 years. With the economy already in contraction, unemployment is likely to continue to climb in the coming quarters. Spanish industrial production deteriorated further with the Industrial output falling by 7.5%. Due to continuous price cuts and the declining demand due to the current economic scenario, the Cantabria Pharma business has become unviable. Therefore the Company has decided to divest the company and exit Spain. Though the Company initiated appropriate measures for the divestment of the Cantabria Business, it could not get the desired response due to the prevailing economic scenario. However, the Company will continue to aggressively pursue the same.

 

 

CONTINGENT LIABILITIES:

 

Particulars

 

31.03.2012

[Rs. in millions]

31.03.2011

[Rs. in millions]

Letter of Credit Opened

107.100

273.027

Bank Guarantee issued

3.576

3.309

Guarantees given to banks/financial institutions for loans given to subsidiaries

2733.600

2529.600

Loans outstanding at the year end

1671.359

1500.766

Guarantees given to banks/financial institutions for loans given to Other

270.000

270.000

Loans outstanding at the year end

178.433

155.515

Estimated amounts of contracts remaining to be executed on capital account and not

provided for (net of advances)

37.925

10.599

Disputed demands by Income Tax Authorities

4.043

4.043

Amount paid there against

4.043

4.043

Disputed demands by Sales Tax Authorities

3.327

3.327

Amount paid under protest

1.332

1.332

Claims against the Company not acknowledged as debts

42.565

109.823

 

 

 

FIXED ASSETS:

 

  • Freehold Land
  • Leasehold Land and Land
  • Development Expenses
  • Factory Building
  • Plants, Machineries and Equipments
  • Furniture and Fixture
  • Vehicles
  • Office Equipments
  • Electrical Installations
  • Computers
  • Office Premises
  • R and D Building
  • Brands
  • Software
  • Technical Know-how

 

 

NEWS:

 

WANBURY - ANNULLING EXTENSION OF CURRENT ACCOUNTING YEAR

 

Wanbury Limited has informed BSE that the Board of Directors of the Company has decided to annual the extension of Company’s Current Accounting Year. Now the Company’s financial year will be period of 12 months from April 01, 2012 to March 31, 2013.


Therefore the Company will submit to Stock Exchange Annual Audited Financial Results for 12 months from April 01, 2012 to March 31, 2013.


Intimation to this effect has already been given to the Office of Registrar of Companies, Ministry of Corporate Affairs, Government of India.

 

 


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]         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.55.99

UK Pound

1

Rs.84.19

Euro

1

Rs.71.86

 

 

INFORMATION DETAILS

 

Report Prepared by :

TPT


 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

5

PAID-UP CAPITAL

1~10

5

OPERATING SCALE

1~10

5

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

5

--PROFITABILIRY

1~10

4

--LIQUIDITY

1~10

4

--LEVERAGE

1~10

4

--RESERVES

1~10

5

--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

--RBI

YES/NO

NO

--EPF

YES/NO

NO

TOTAL

 

42

 

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.