Report Date :

12.08.2014

 

IDENTIFICATION DETAILS

 

Name :

UNICHEM LABORATORIES LIMITED

 

 

Registered Office :

Unichem Bhavan, Prabhat Estate, Off S. V. Road, Jogeshwari (West), Mumbai – 400102, Maharashtra

 

 

Country :

India

 

 

Financials (as on) :

31.03.2014

 

 

Date of Incorporation :

22.08.1962

 

 

Com. Reg. No.:

11-012451

 

 

Capital Investment / Paid-up Capital :

Rs. 181.255 Millions

 

 

CIN No.:

[Company Identification No.]

L99999MH1962PLC012451

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

PNEU05493F

 

 

PAN No.:

[Permanent Account No.]

AAACU0551B

 

 

Legal Form :

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

 

 

Line of Business :

Manufacturer of Active Pharmaceutical Ingredients (APIs).

 

 

No. of Employees :

4592 (Approximately)

 

 

RATING & COMMENTS

 

MIRA’s Rating :

A (64)

 

RATING

STATUS

PROPOSED CREDIT LINE

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

 

Maximum Credit Limit :

USD 37000000

 

 

Status :

Good

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Exist

 

 

Comments :

Subject is a well-established company having fine track record.

 

The rating reflects company’s healthy financial risk profile marked by adequate liquidity position and decent profitability levels of the company.

 

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

 

The company can be considered good for business dealing 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 1, 2014

 

Country Name

Previous Rating

(31.03.2014)

Current Rating

(01.06.2014)

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

 

NEWS

 

As per the latest IMF study, the total weigh of emerging markets in the GDP of the world on a purchasing power parity basis has seen a sizeable shift. It highlights how as against 51 % in 2005, the emerging economies now account for close to 56 % of the global purchasing power GDP as per the latest survey. And with the emerging economies growing at a faster rate than their developed counterparts, there are every possibility that the their share goes up further in the coming years.  China may surpass the US over the next few years.

 

Politics and economics are very intricately connected. They tend to influence each other in ways that could be very complex and far-reaching. The prospects of the India’s economy have been seriously compromised due to political corruption. High inflation, poor standard of living are to a great extent a result of rampant corruption in the country. China on the other hand, seems to be facing diametrically opposite challenge. American hedge fund manager Jim Chanos has been keenly following the political and economic development in the dragon economy and has figured out something that is quite worrying. He is of the view that the Chinese economy could be heading toward trouble on account of new Chinese President Xi Jingping’s very aggressive anti-corruption drive. Chanos believes tat many things such as apartment sales, luxury products, etc. were largely bought with dirty money. And it is now beginning to impact consumption. This may indeed be bad news for an economy that is struggling to transition from an investment-driven export-oriented economy to a domestic consumption-driven economy.

 

A study published by Firstpost has revealed that asset classes like real estate and equities were the biggest beneficiaries of the liberalization policies.  A firm called Ciane Analytics studied returns from assets including equities, gold, fixed deposits, G-Secs and real estate since 1991. Real estate outperformed every other asset classes during the 23-year period with an annualized return of 20 % ! Equities came in second with annualized return of 15.5 % ! However, while these returns may seem mouthwatering, the fact is that the return from equities adjusted for inflation came down to just 7.1 %.

 

Some brief news are as under

. R-Power to buy Jaypee’s hydro assets

. Investors await justice in NSEL case

. India seeks MFN status from Pakistan ahead of meeting

. Ukrain’s clashes with rebels hinder MH17 crash investigation

. India exploring merger of state-owned hydro PSUs

..Higher costs weigh down profit growth to slowest in 9 quarters

..Wal-Mart to expand wholesale business in India

. GMR group moves to strengthen balance sheet

. Central Bank to sell 4 % stake to Life Insurance Corporation

. Tata Chemicals plans to raise up to Rs 10000 mn.

 

 

EXTERNAL AGENCY RATING

 

Rating Agency Name

ICRA

Rating

Short term debt: A1+

Rating Explanation

Very strong degree of safety and lowest credit risk.

Date

December 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 31-03-2014.

 

 

INFORMATION DECLINED

 

MANAGEMENT NON-COOPERATIVE (Tel. No.: 91-22-66888333)

 

 

LOCATIONS

 

Registered / Corporate Office :

Unichem Bhavan, Prabhat Estate, Off S. V. Road, Jogeshwari (West), Mumbai – 400102, Maharashtra, India

Tel. No.:

91-22-26780643 / 66888333 / 26785616

Fax No.:

91-22-26784391/ 26794089 / 26788665

E-Mail :

info@unichem.com

info@unichemindia.com

shares@unichemlabs.com

Website :

http://www.unichemindia.com

http://www.unichemlabs.com

 

 

Head Office :

Mahalaxmi Chambers, 2nd Floor, 22 Bhulabhai Desai Road, Mumbai – 400026, Maharashtra, India

 

 

Factory 1:

Plot No. 17A and 18, Pilerne Industrial Estate, Pilerne Bardez, Goa – 403515, India

Tel. No.:

91-832-2407202/ 6

 

 

Factory 2

Bhatauli Kalan District, Solan, Baddi – 173 205, Himachal Pradesh, India

Tel. No.:

91-1795-246701/ 6

 

 

Factory 3 :

C-31-32, Industrial Area, Meerut Road, Ghaziabad – 173205, Uttar Pradesh, India

Tel. No.:

91-120-2750039/ 46

 

 

Factory 4:

99, MIDC Area, Roha, District Raigad – 402116, Maharashtra, India

Tel. No.:

91-2194-263561/263549

 

 

Factory 5 :

Pithampur, Plot No 197, Sector – I, Pithampur –454775, Madhya Pradesh, India

Tel. No.:

91-729-2503127/ 2500941

 

 

Factory 6:

NH – 31A, Bagheykhola, Majithar, Rangpo, East Sikkim – 737138, India

 

 

Factory 7:

Plot Nos. 11, 12 & 13 Pharma Zone, Phase II, Sector 3, Pithampur, District Dhar-454775, Madhya Pradesh, India

 

 

Representative Offices 1:

St. Bolshaya Yakimanka Hno 31/18, Moscow, Russia

Tel. No.:

+ 7 095 2302380

Fax No.:

+ 7 095 2387934

E-Mail :

unichemindia@mail.ru

 

 

Representative Offices 2:

2/1, Kruglouniversityskya, Office # 3 Ukraine, Kiev - 012024

Tel. No.:

+ 380 44 235 24 05 / 4280160

 

 

DIRECTORS

 

AS ON 31.03.2014

 

Name :

Dr. Prakash A. Mody

Designation :

Chairman and Managing Director

 

 

Name :

Mr. Prafull Anubhai

Designation :

Independent Director

 

 

Name :

Mr. Ramdas Gandhi

Designation :

Independent Director

 

 

Name :

Mr. Nasser Munjee

Designation :

Independent Director

 

 

Name :

Mr. Prafull D. Sheth

Designation :

Independent Director

 

 

Name :

Mr. Anand Mahajan

Designation :

Independent Director

 

 

KEY EXECUTIVES

 

Audit Committee :

·         Mr. Prafull Anubhai - Chairman

·         Mr. Ramdas Gandhi

·         Mr. Nasser Munjee

 

 

Shareholders’ Relationship Committee:

·         Mr. Ramdas Gandhi - Chairman

Dr. Prakash A. Mody

Mr. Prafull Anubhai

 

 

Remuneration Committee :

·         Mr. Prafull D. Sheth

·         Mr. Prafull Anubhai- Chairman

·         Mr. Ramdas Gandhi

 

·          

Corporate Social :

·         Dr. Prakash A. Mody - Chairman

 

 

Responsibility (CSR) Committee :

·         Mr. Prafull Anubhai

·         Mr. Ramdas Gandhi

 

 

Name :

Mr. K. Subharaman

Designation :

Company Secretary and Compliance Officer

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

AS ON 30.06.2014

 

Category of Shareholder

Total No. of Shares

Total Shareholding as a % of Total No. of Shares

 

 

 

(A) Shareholding of Promoter and Promoter Group

 

 

(1) Indian

 

 

Individuals / Hindu Undivided Family

45378350

50.05

Any Others (Specify)

132200

0.15

Trusts

132200

0.15

Sub Total

45510550

50.20

(2) Foreign

 

 

Total shareholding of Promoter and Promoter Group (A)

45510550

50.20

 

 

 

(B) Public Shareholding

 

 

(1) Institutions

 

 

Mutual Funds / UTI

7625451

8.41

Financial Institutions / Banks

42689

0.05

Insurance Companies

2623447

2.89

Foreign Institutional Investors

3928131

4.33

Any Others (Specify)

500

0.00

Foreign Financial Institutions / Banks

500

0.00

Sub Total

14220218

15.69

(2) Non-Institutions

 

 

Bodies Corporate

8185182

9.03

Individuals

 

 

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

17254250

19.03

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

2597602

2.87

Any Others (Specify)

2889774

3.19

Trusts

963870

1.06

Directors & their Relatives & Friends

177855

0.20

Non Resident Indians

745107

0.82

Clearing Members

119467

0.13

Hindu Undivided Families

858274

0.95

Foreign Corporate Bodies

16250

0.02

Foreign Nationals

8951

0.01

Sub Total

30926808

34.11

Total Public shareholding (B)

45147026

49.80

 

 

 

Total (A)+(B)

90657576

100.00

 

 

 

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

 

 

(1) Promoter and Promoter Group

0

0.00

(2) Public

0

0.00

Sub Total

0

0.00

 

 

 

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

90657576

100.00

 

 

 

BUSINESS DETAILS

 

Line of Business :

Manufacturer of Active Pharmaceutical Ingredients (APIs).

 

 

Products :

Item Code No. (ITC Code)

Product Description

300410.06

 

Ampicillin and Cloxacillin in Capsules, Injections, etc.

300420.07

Rifampicin Formulations

293329.02

Metronidazole, Metronidazole Benzoate and other Salts

300490.05

Losartan Potassium in Tablets

300490.13

Alprazolam in Tablets

 

 

Brand Name:

·         LOSAR

AMPOXIN

UNIENZYME

TELSAR

TRIKA

 

 

GENERAL INFORMATION

 

No. of Employees :

4592 (Approximately)

 

 

Bankers :

·         Bank of India

The Sakura Bank Limited

Bank of Baroda

 

 

Facilities :

SECURED LOANS

31.03.2014

(Rs. in Millions)

31.03.2013

(Rs. in Millions)

SHORT TERM BORROWINGS

 

 

Loans repayable on demand

 

 

Cash Credit from Banks

6.258

57.205

Total

6.258

57.205

 

SHORT TERM BORROWINGS

Cash credit, Rs. 6.258 Millions (Previous Year Rs.  57.205 Millions) from Bank of India and Bank of Baroda are secured against hypothecation of Inventories, Book debts and an equitable mortgage of immovable properties located at Jogeshwari, Roha, Ghaziabad on a second, subject and subservient pari passu charge basis (First charge holder being fully satisfied and paid). In addition the cash credit facilities are also secured by an equitable mortgage of the Company's immovable properties situated at Goa and Baddi on a second, subject and subservient basis. (First charge holder being fully satisfied and paid).

 

Banking Relations :

--

 

 

Auditors :

 

Name :

B D Jokhakar and Company

Chartered Accountant

Address :

8 Ambalal Doshi Marg, Fort, Mumbai – 400001, Maharashtra, India

 

 

Subsidiaries of the Company:

 

·         Niche Generics Limited

·         Unichem SA Pty Limited

·         Unichem Farmaceutica Do Brasil Ltda

·         Unichem Pharmaceuticals (USA) Inc

·         Unichem Laboratories Limited (Incorporated in Ireland)

 

 

Enterprises under significant influence of key management personnel :

Uni Distributors Private Limited

 

 

 

CAPITAL STRUCTURE

 

 

AS ON 31.03.2014

 

Authorised Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

175,000,000

Equity Shares

Rs.2/- each

Rs.350.000 Millions

50,000,000

Unclassified Shares

Rs.2/- each

Rs.100.000 Millions

5,000,000

Preference Shares

Rs.10/- each

Rs. 50.000 Millions

 

 

 

 

 

Total

 

Rs. 500.000 Millions

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

90627326

Equity Shares

Rs.2/- each

Rs.181.255 Millions

 

 

 

 

 

Note:

 

Particulars

31.03.2014

Reconciliation of Number of Shares (Equity)

Number of shares

Rs. in millions

Number of Shares outstanding as at the beginning of the year*

90,456,438

180.913

Add: Number of Shares allotted under ESOP during the year

170,888

0.342

Number of Shares outstanding as at the end of the year*

90,627,326

181.255

 

RIGHTS, PREFERENCES AND RESTRICTIONS ATTACHED TO EQUITY SHARES

The Company has one class of equity shares having a par value of  Rs. 2/- per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

 

Shareholders holding more than 5 per cent of total Equity Shares of company

 

Name of the Shareholders

31.03.2014

Number of shares

Rs. in millions

 

 

 

Dr. Prakash Amrut Mody

41,205,142

45.47

 

 

 

 

As per the of the Company, including its register of shareholders / members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownership of shares.

 

 

 

FINANCIAL DATA

[all figures are in Rupees Millions]

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

31.03.2014

31.03.2013

31.03.2012

I.        EQUITY AND LIABILITIES

 

 

 

(1)Shareholders' Funds

 

 

 

(a) Share Capital

181.255

180.913

180.643

(b) Reserves & Surplus

8881.417

7948.615

7119.527

(c) Money received against share warrants

0.000

0.000

0.000

 

 

 

 

(2) Share Application money pending allotment

0.000

0.000

0.345

Total Shareholders’ Funds (1) + (2)

9062.672

8129.528

7300.515

 

 

 

 

(3) Non-Current Liabilities

 

 

 

(a) long-term borrowings

0.000

0.000

0.000

(b) Deferred tax liabilities (Net)

417.743

389.743

384.743

(c) Other long term liabilities

236.695

252.576

234.882

(d) long-term provisions

76.355

91.868

102.392

Total Non-current Liabilities (3)

730.793

734.187

722.017

 

 

 

 

(4) Current Liabilities

 

 

 

(a) Short term borrowings

6.258

57.205

248.729

(b) Trade payables

1511.303

1590.860

1367.850

(c) Other current liabilities

297.130

298.668

292.296

(d) Short-term provisions

458.026

516.696

333.000

Total Current Liabilities (4)

2272.717

2463.429

2241.875

 

 

 

 

TOTAL

12066.182

11327.144

10264.407

 

 

 

 

II.      ASSETS

 

 

 

(1) Non-current assets

 

 

 

(a) Fixed Assets

 

 

 

(i) Tangible assets

3937.169

4147.030

3708.096

(ii) Intangible Assets

0.000

115.148

144.014

(iii) Capital work-in-progress

863.096

1292.905

1113.424

(iv) Intangible assets under development

0.000

0.000

0.000

(b) Non-current Investments

1142.507

1072.030

916.193

(c) Deferred tax assets (net)

0.000

0.000

0.000

(d)  Long-term Loan and Advances

484.176

83.781

260.225

(e) Other Non-current assets

0.000

0.000

0.000

Total Non-Current Assets

6426.948

6710.894

6141.952

 

 

 

 

(2) Current assets

 

 

 

(a) Current investments

56.698

330.604

145.000

(b) Inventories

1862.373

1316.339

1411.311

(c) Trade receivables

2112.751

2122.764

1848.247

(d) Cash and cash equivalents

408.260

166.600

138.612

(e) Short-term loans and advances

1082.646

639.142

534.990

(f) Other current assets

116.506

40.801

44.295

Total Current Assets

5639.234

4616.250

4122.455

 

 

 

 

TOTAL

12066.182

11327.144

10264.407

 

 

PROFIT & LOSS ACCOUNT

 

 

PARTICULARS

31.03.2014

31.03.2013

 

31.03.2012

 

SALES

 

 

 

 

 

Revenue from operations

10441.750

10052.169

8031.873

 

 

Other Income

428.391

140.670

93.947

 

 

TOTAL                                     (A)

10870.141

10192.839

8125.820

 

 

 

 

 

Less

EXPENSES

 

 

 

 

 

Cost of materials consumed

2710.330

2612.792

1942.855

 

 

Purchase of Stock -in-Trade

1275.893

1078.443

1029.078

 

 

Employee benefits expenses

1471.382

1280.150

1048.840

 

 

Other expenses

2927.125

2762.206

2377.682

 

 

Research & Development Expenses

521.510

361.073

379.402

 

 

Changes in inventories of Finished goods, Work-in-progress and Stock -in-Trade

(275.811)

100.731

(20.258)

 

 

TOTAL                                     (B)

8630.429

8195.395

6757.599

 

 

 

 

 

Less

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

2239.712

1997.444

1368.221

 

 

 

 

 

Less

FINANCIAL EXPENSES                         (D)

24.816

24.816

32.985

 

 

 

 

 

 

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

2214.896

1972.628

1335.236

 

 

 

 

 

Less/ Add

DEPRECIATION/ AMORTISATION                     (F)

426.658

348.165

282.881

 

 

 

 

 

 

PROFIT BEFORE TAX (E-F)                               (G)

1788.238

1624.463

1052.355

 

 

 

 

 

Less

TAX                                                                  (H)

430.011

328.503

227.722

 

 

 

 

 

 

PROFIT AFTER TAX (G-H)                                (I)

1358.227

1295.960

824.633

 

 

 

 

 

 

 

 

 

 

Add

EXCEPTIONAL ITEMS

411.455

0.000

0.162

 

 

 

 

 

 

PROFIT AFTER TAX AND EXCEPTIONAL ITEMS

1769.682

1295.960

824.795

 

 

 

 

 

Add

PREVIOUS YEARS’ BALANCE BROUGHT FORWARD

5453.307

4783.652

4424.220

 

 

 

 

 

Less

APPROPRIATIONS

 

 

 

 

 

Proposed Dividend

362.630

407.116

271.344

 

 

Interim Dividend

362.499

0.000

0.000

 

 

Tax on Proposed Dividend

61.629

69.189

44.019

 

 

Tax on Interim Dividend

61.607

0.000

0.000

 

 

Transfer to General Reserve

180.000

150.000

150.000

 

BALANCE CARRIED TO THE B/S

6194.624

5453.307

465.363

 

 

 

 

 

 

EARNINGS IN FOREIGN CURRENCY

 

 

 

 

 

Export Goods calculated on FOB Basis

3264.387

3215.711

2236.201

 

 

Insurance, Freight and other charges recovered

155.360

135.125

0.000

 

 

Others

0.000

0.000

33.693

 

TOTAL EARNINGS

3419.747

3350.836

2269.894

 

 

 

 

 

 

IMPORTS

 

 

 

 

 

Raw Materials

474.946

387.807

355.575

 

 

Packing Materials

14.130

23.239

31.891

 

 

Stores & Spares

9.883

2.199

1.176

 

 

Capital Goods

134.562

83.163

262.336

 

 

 

0.000

0.462

0.000

 

TOTAL IMPORTS

633.521

496.870

650.978

 

 

 

 

 

 

Earnings Per Share (Rs.)

 

 

 

 

Basic

19.54

14.33

9.13

 

Diluted

19.47

14.29

9.09

 


 

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2014

31.03.2013

 

31.03.2012

PAT / Total Income

(%)

16.28

12.71

10.15

 

 

 

 

 

Net Profit Margin

(PBT/Sales)

(%)

17.13

 

16.16

13.10

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

17.77

 

18.13

 

12.78

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

0.19

 

0.20

0.14

 

 

 

 

 

Debt Equity Ratio

(Total Debt/Networth)

 

0.01

 

0.07

0.03

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

2.48

 

1.87

1.84

 

 

FINANCIAL ANALYSIS

[all figures are in Rupees Millions]

 

DEBT/EQUITY RATIO

 

Particular

31.03.2012

31.03.2013

31.03.2014

 

(Rs. In Millions)

(Rs. In Millions)

(Rs. In Millions)

Share Capital

180.643

180.913

181.255

Reserves & Surplus

7,119.527

7,948.615

8,881.417

Share Application money pending allotment

0.345

0.000

0.000

Net worth

7,300.515

8,129.528

9,062.672

 

 

 

 

long-term borrowings

0.000

0.000

0.000

Short term borrowings

248.729

57.205

6.258

Total borrowings

248.729

57.205

6.258

Debt/Equity ratio

0.034

0.007

0.001

 

 

 

YEAR-ON-YEAR GROWTH

 

 

Year on Year Growth

31.03.2012

31.03.2013

31.03.2014

 

(Rs. In Millions)

(Rs. In Millions)

(Rs. In Millions)

Revenue from operations

8031.873

10052.169

10441.750

 

 

25.153

3.876

 

 

 

NET PROFIT MARGIN

 

Net Profit Margin

31.03.2012

31.03.2013

31.03.2014

 

(Rs. In Millions)

(Rs. In Millions)

(Rs. In Millions)

Revenue from operations

8031.873

10052.169

10441.750

Profit/(Loss) After Tax

824.795

1295.960

1769.682

 

10.27%

12.89%

16.95%

 

 

 

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

Yes

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]

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

No

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

 

 

CASE DETAILS

 

CASE ETAILS

 

BENCH:- BOMBAY

 

 

Lodging No.:-

APPL/126/2010

Filing Date:-

06.03.2010

Reg. No.:-

APP/151/2010

Reg. Date:-

11.03.2010

 

 

Main Matter

 

Lodging No.:-

NMSL/3852/2009

Reg. No.:-

NMS/3852/2009

 

 

Petitioner:-

HETERO HEALTHCARE LIMITED AAND ANR

Respondent:-

UNICHEM LABORATORIES LIMITED

Petn.Adv.:-

DHRUVE LIADHAR AND COMPANY (0)

Res.Adv:-

M A MAHADGUT NOA (0)

District:-

OUTSIDE MAHARASHTRA

 

Bench:-

DIVISION

Categoary:-

APPEALS

Status:-

Admitted (Ready)

Stage:

APPEALS FOR HEARING [ORIGINAL SIDE MATTERS]

Last Date:

07.12.2012

 

 

Last Coram:

HON’BLE SHRI JUSTICE DR. D.Y. CHANDRACHUD

 

HON’BLE SHRI JUSTICE A.A. SAYED

 

Act:

Advocates Act 1961

 

 

INDEX OF CHARGES

 

S.No.

Charge ID

Date of Charge Creation/Modification

Charge amount secured

Charge Holder

Address

Service Request Number (SRN)

1

90238025

29/01/1993 *

375,000,000.00

BANK OF INDIA

CUMBALLA HILL BRANCH, N.S. PATKAR MARG, MUMBAI, MAHARASHTRA - 400036, INDIA

-

2

90234683

14/08/2001 *

150,000,000.00

ICICI LIMITED

ICICI TOWER, BANDRA KURLA COMPLEX, BOMBAY, MAHARA 
SHTRA - 400051, INDIA

-

3

90237983

30/04/2001 *

100,000,000.00

BIRLA SUNLIFE ASSET MANAGEMENT CO. LTD.

AHURA CENTRE TOWER A, ANDHERI, BOMBAY, MAHARASHTRA - 400093, INDIA

-

4

90237977

14/01/2000

253,690,000.00

BANK OF INDIA

CUMBALLA HILL BRANCH, `, BOMBAY, MAHARASHTRA - 40 
0036, INDIA

-

5

90234504

23/02/1999

253,690,000.00

BANK OF INDIA

CUMBALLA HILL BRANCH, N.S. PATKAR MARG, MUMBAI, M 
AHARASHTRA - 400036, INDIA

-

6

90237911

18/06/2002 *

104,294,000.00

BANK OF INDIA

NIRMALCUMBALLA HILL BRANCH, NARIMAN POINT, BOMBAY 
, MAHARASHTRA - 400036, INDIA

-

7

90234023

13/07/1994

6,000,000.00

THE SAKURA BANK LTD.

MITTAL COURT, NARIMAN POINT, MUMBAI, MAHARASHTRA 
- 400021, INDIA

-

8

90233819

17/03/1992

15,000,000.00

I.D.B.I.

IDBI TOWER, CUFFE PARADE, BOMBAY, MAHARASHTRA - 4 
00005, INDIA

-

9

90233781

01/10/1991

18,200,000.00

THE MITSUI TALYO KOBE BANK LTD.

NARIMAN POINT, BOMBAY, MAHARASHTRA - 400021, INDIA

-

10

90233735

12/04/1991

14,200,000.00

THE MITSUI TAIYO KOBE BANK LTD.

NARIMAN POINT, BOMBAY, MAHARASHTRA - 400021, INDIA

-

 

 

* Date of charge modification

 

 

REVIEW OF OPERATIONS

During the year, Stand alone Sales/Income from operations (Net) increased to Rs.104,41.750 Millions in 2013-14 from Rs/1,00,52.169 Millions in 2012-13, registering a growth of 3.88%.

 

 

REVIEW OF SUBSIDIARIES

 

 

NICHE GENERICS LIMITED

 

Niche Generics Limited is a Wholly Owned Subsidiary of the Company in UK. It is engaged in manufacturing formulations and dossier filing in European markets. It recorded sales of GBP 104.91 Lacs for the year ended March 31, 2014 as compared to GBP 10.768 Millions for the previous year ended March 31, 2013. The profit for the year ended March 31, 2014 stood at GBP 0.267 Millions compared to the profit of GBP 0.099 Million for the year ended March 31, 2013.

 

UNICHEM PHARMACEUTICALS (USA) INC.

 

Unichem Pharmaceuticals (USA) Inc. is a Wholly Owned Subsidiary of the Company in USA which has been set up for business development, filing of ANDA''s and exploring the opportunities for marketing alliances in North American markets. The subsidiary recorded sales of USD 12.173 Millions for the year ended March 31, 2014 as compared to USD 8.248 Millions for the previous year ended March 31, 2013 and incurred loss of USD 0.296 Million for the same period as compared to the loss of USD 0.623 Million for the year ended March 31, 2013.

 

UNICHEM FARMACEUTICA DO BRASIL LTDA

 

Unichem Farmaceutica Do Brasil Ltda., is a Wholly Owned Subsidiary of the Company in Brazil. This subsidiary has been set-up to own product registrations, launch generic and branded generics products in the Brazilian market. The subsidiary plans to have marketing alliances for promoting, warehousing and distribution.  The subsidiary recorded sales of Reais 1.737 Millions for the year ended March 31, 2014 as compared to Reais 1.538 Millions for the previous year ended March 31, 2013. The entity suffered a loss of Reais 2.912 Millions in the current year as against a loss of Reais 2.961 Millions during the previous year.

 

UNICHEM SA (PROPRIETARY) LIMITED

 

Unichem SA (Proprietary) Limited is a Wholly Owned Subsidiary of the Company in South Africa. This subsidiary has been set-up for business development and to own product registrations. The subsidiary has suffered a loss of SA Rand 2,952 in the current year as compared to loss of SA Rand 72 for the previous year ended March 31, 2013.

 

UNICHEM LABORATORIES LIMITED, IRELAND

 

Unichem Laboratories Limited, Ireland is a Wholly Owned Subsidiary of the Company in Ireland. This subsidiary has been set up for business development and to own product registrations. The subsidiary recorded sales of Euro 0.488 Million for the year ended March 31, 2014 as compared to Euro 0.217 Million for the previous year ended March 31, 2013. The subsidiary during the current year has suffered a loss of Euro 0.284 Million as compared to loss of Euro 0.295 Million for the previous year endedMarch 31, 2013.

 

MANAGEMENT DISCUSSION AND ANALYSIS

 

GLOBAL PHARMA MARKET

The life sciences sector which comprises of the pharmaceutical, biotechnology, andmedical technology segments continues to perform better in many parts of the world.However, the sector is facing pressure from increased health costs across the world.Nevertheless, an overview of this sector’s performance shows that it is favourablypositioned to achieve success in 2014 and beyond. Among drivers for growth are an agingpopulation, rising incidence of chronic diseases, technological advancements and productinnovation, and certain anticipated impacts from health care reform provisions includingincreases in government funding and insurance coverage.

The fundamentals driving health care demand, combined with the advent of new and oftenmore expensive treatments, will continue to push up global pharmaceutical sales by anannual average of 5.3 percent between 2014 and 2017. Sales growth will continue to comefrom the U.S., U.K. and the BRIC countries. Among emerging markets, strong growth isforecasted for China and India, where pharmaceutical sales are expected to more thandouble in U.S.-dollar terms by 2016. Brazil and Russia also are expected to see positivegrowth.

The year 2014 is anticipated to be a positive year for U.S. life sciences companies. Asthey continue to obtain greater clarity on Affordable Healthcare Act (ACA) implementationand its impacts, they become increasingly better at capitalizing on emerging marketopportunities, and incorporate real-world evidence into their strategic thinking anddecision-making. The Economic Intelligence Unit (EIU) projects the U.S. pharmaceuticalmarket, the world’s largest market will grow at 6.4 percent annually through 2014-16.Demographics and disease trends will also boost drug consumption. (Source: Deloitte,Global Life Science Outlook).

DOMESTIC PHARMACEUTICAL MARKET

The Indian pharmaceutical market is expected to grow to about $ 20 billion by 2015. Thegrowth will be backed by 6 key trends that will influence the growth of the IndianPharmaceutical market in coming years, those trends are:

• Doubling of disposable incomes and higher number of urban middle classhouseholds

• Expansion of medical infrastructure

• Greater penetration of health insurance

• Rising relevance of Chronic diseases

• Adoption of product patents

• Aggressive market penetration driven by the relatively smaller companies

While acute therapies have historically dominated the market and epidemics providespurts of growth, chronic therapies are growing at a faster rate. The growing prevalenceof lifestyle disorders will spur the growth in specialty and super specialty therapies.The population of patients suffering from Hypertension is expected to grow by another 50million cases over the next decade. Prominent amongst the therapeutic areas that areexpected to grow as a result of increase in Lifestyle disorders are Cardiovascular,Neuropsychiatry, and Oncology. (Source: McKinsey & Company, India Pharma 2015).

The Company remains a Chronic focused Company and this segment contributes approx. 61%of the total domestic business revenues.

OUTLOOK

Post restructuring of the domestic business, the acute division has started yieldingabove market growth in a consistent manner. Our endeavour is to replicate the similarperformance in the Chronic business as well. Your Company will continue to focus on growthof chronic therapies and also provide the required thrust to increase its product basketand market share in acute therapies.

 

 

CONTINGENT LIABILITIES:

 

Particulars

31.03.2014

(Rs. in Millions)

31.03.2013

(Rs. in Millions)

(i) Claims not acknowledged as debts*.

156.858

179.099

(ii) In respect of the Guarantees given to Bank on behalf of :

 

 

- Subsidiaries

250.950

210.210

(iii) Other money for which the company is Contingently liable

37.444

49.591

TOTAL

445.252

438.900

 

* includes Rs. 17.932  Millions (Previous Year Rs. 9.644 Millions) paid under protest/deposit pending adjudication under Income tax Act,1961 and Central Excise Act 1944.

 

 

STATEMENT OF STANDALONE UNAUDITED FINANCIAL RESULTS FOR THE QUARTER AND YEAR ENDED 30.06.2014

 

(Rs. In Millions)

 

Particulars

 

 

Three Months

ended

 

 

 

30.06.2014

 

 

 

(Unaudited)

 

 

 

 

 

1

a. Net Sales/Income from operations (Net of excise duty)

 

 

2885.033

 

b. Other Operating Income

 

 

24.876

 

Total Income from Operations (Net)

 

 

2909.909

2

EXPENSES

 

 

 

 

a. Cost of Materials Consumed

 

 

790.172

 

b. Purchase of Stock-in-Trade

 

 

413.887

 

c. Changes in inventories of finished goods, work-in-progress and stock-in-trade

 

 

(57.507)

 

d. Employee Benefits Expenses

 

 

499.260

 

e. Depreciation and amortisation Expense

 

 

84.726

 

f. Other Expenses

 

 

827.305

 

Total Expenses

 

 

2557.843

3

Profit  from  Operations   before  Other Income,  Finance Costs & Exceptional Items (1-2)

 

 

352.066

4

Other Income

 

 

51.736

5

Profit/ (Loss) Before Finance Costs & Exceptional Items   (3+4)

 

 

403.802

6

Finance Costs

 

 

7.333

7

Profit/ (Loss)  after Finance Cost but before exceptional items (5-6)

 

 

396.469

8

Exceptional Items

 

 

0.000

9

Profit/ (Loss) ordinary activities before Tax (7-8)

 

 

396.469

10

Tax Expenses (Including Deferred tax)

 

 

94.500

11

11 Net profit from ordinary activities after tax ( 9 -10 )

 

 

301.969

12

Net profit from ordinary activities after tax and prior period items ( 11-12-13)

 

 

 

13

Paid up Equity Share Capital (Face Value Rs. 2 per share)

 

 

181.315

14

Reserves & Surplus excluding Revaluation Reserve as per balance

sheet of previous accounting year.

 

 

0.000

15

a) Earnings per share

 

 

 

 

Basis

 

 

3.33

 

Diluted

 

 

3.32

 

a) Earnings per share

 

 

 

 

Basis

 

 

3.33

 

Diluted

 

 

3.32

 

 

 

 

 

A

PARTICULARS OF SHAREHOLDING

 

 

 

1

Public shareholding

 

 

 

 

a.

Number of shares

 

 

45147026

 

b.

Percentage of shareholding

 

 

49.80%

2

Promoters and promoter group shareholding

 

 

 

 

a.

Pledged/Encumbered

 

 

 

 

Number of shares

 

 

Nil

 

 

Percentage of shares (as a % of the total shareholding of promoter and promoter group)

 

 

Nil

 

 

Percentage of shares (as a % of the total share capital of the Company)

 

 

Nil

 

b.

Non-encumbered

 

 

 

 

Number of shares

 

 

45510550

 

 

Percentage of shares (as a % of the total shareholding of promoter and promoter group)

 

 

100.00%

 

 

Percentage of shares (as a % of the total share capital of the Company)

 

 

50.20%

 

 

Particulars

Quarter

ended

30.06.2014

B   INVESTOR COMPLAINTS (Nos.)

 

Pending at the beginning of the quarter

Nil

Received during the quarter

17

Disposed of during the quarter

17

Remaining unresolved at the end of the quarter

Nil

 

Notes :

1 The above results have been reviewed by the Audit Committee and taken on record by the Board of Directors of the in its meeting held on 12.07.2014.

 

2 Segment Reporting: Primary Segment

The Company has only one segment i.e. 'Pharmaceuticals'

Secondary Segment (By Geographical Segment)

 

(Rs. In Millions)

Net Sales and Operating IncomeNet Sales and Operating Income

 

 

Three months

 ended

30.06.2014

 

 

 

(Unaudited)

Within India

 

 

1879.862

Outside India

 

 

1030.047

Total

 

 

2909.909

           

In view of the interwoven / intermix nature of the business and manufacturing facility, other segmental information is not ascertainable.

 

3 Other Income / Other expenses includes exchange gain / loss as under:

 

Exchange Difference

 

 

Three months

 ended

30.06.2014

 

 

 

(Unaudited)

Exchange gain included in Other Income

 

 

14.011

Exchange loss included in Other Expenses

 

 

----

 

4 Exceptional Items reported for the previous accounting year ended 31st March ,2014 represent profits on sale of Company's manufacturing unit at SEZ, lndore and amortisation of Intangible assets due to change in their estimated useful life.

 

5 On 9th July 2014, the European Commission decided to impose an unjustified fine on Niche IUnichem (jointly and severally) contending that it had acted in breach of EU Antitrust Rules.The European Commission reached this conclusion because its subsidiary, Niche Generics Ltd (Niche), agreed to settle financially crippling patent litigation with Laboratories Sewier(Sewier) at the beginning of 2005 when Unichern was only'a part owner and financial investor then.Unichern vehemently denies any wrongdoing on the part of either itself or Niche. Unichem will appeal the European Commission decision in the appropriate forums after seeking professional advise or receipt of copy of the decision. We have already informed stock exchange on this matter.


6 Previous years figures have been regrouped / reclassified wherever necessary.

 

FIXED ASSETS

 

v                             Tangible Assets

Land

Plant and Equipments

Furniture and Fixtures

Vehicles

Office Equipments

 

v                             Intangible Assets

Brands / trademarks

 

 

 

 


 

CMT REPORT (Corruption, Money Laundering & Terrorism]

 

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

 

1]         INFORMATION ON DESIGNATED PARTY

No exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

 

2]         Court Declaration :

No records exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

 

3]         Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

 

4]         Record on Financial Crime :

            Charges or conviction registered against subject:                                                              None

 

5]         Records on Violation of Anti-Corruption Laws :

            Charges or investigation registered against subject:                                                          None

 

6]         Records on Int’l Anti-Money Laundering Laws/Standards :

            Charges or investigation registered against subject:                                                          None

 

7]         Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

 

8]         Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

 

9]         Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

 

10]        Press Report :

            No press reports / filings exists on the subject.

 

 

CORPORATE GOVERNANCE

 

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

 

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

 

 

CONTRAVENTION

 

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

 

 

FOREIGN EXCHANGE RATES

 

Currency

Unit

Indian Rupees

US Dollar

1

Rs.61.12

UK Pound

1

Rs.102.54

Euro

1

Rs.81.87

 

 

INFORMATION DETAILS

 

Information Gathered by :

SVA

 

 

Analysis Done by :

KAR

 

 

Report Prepared by :

SNT

 


 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

8

PAID-UP CAPITAL

1~10

8

OPERATING SCALE

1~10

7

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

7

--PROFITABILIRY

1~10

7

--LIQUIDITY

1~10

7

--LEVERAGE

1~10

7

--RESERVES

1~10

7

--CREDIT LINES

1~10

6

--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

NO

--OTHER MERIT FACTORS

YES/NO

YES

DEFAULTER

 

 

--RBI

YES/NO

NO

--EPF

YES/NO

NO

TOTAL

 

64

 

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.