MIRA
INFORM REPORT
|
Report Date : |
29.07.2014 |
IDENTIFICATION DETAILS
|
Name : |
WYETH LIMITED |
|
|
|
|
Registered
Office : |
Level 6, Platina, Plot No. C-59, 'G' Block, Bandra - Kurla
Complex, Bandra (East), Mumbai – 400098, |
|
|
|
|
Country : |
|
|
|
|
|
Financials (as
on) : |
31.03.2014 |
|
|
|
|
Date of
Incorporation : |
20.09.1947 |
|
|
|
|
Com. Reg. No.: |
11-005963 |
|
|
|
|
Capital
Investment / Paid-up Capital : |
Rs. 227.200
Millions |
|
|
|
|
CIN No.: [Company Identification
No.] |
L85190MH1947PLC005963 |
|
|
|
|
Legal Form : |
A Public Limited Liability Company. The Company’s Shares are Listed on
the Stock Exchanges. |
|
|
|
|
Line of Business
: |
Manufacturing, Marketing, Trading and Exporting of Pharmaceuticals
and Consumer Healthcare Products. |
|
|
|
|
No. of Employees
: |
492 [Approximately] |
RATING & COMMENTS
|
MIRA’s Rating : |
Ba (53) |
|
RATING |
STATUS |
PROPOSED CREDIT LINE |
|
|
41-55 |
Ba |
Overall operation is considered normal. Capable to meet normal
commitments. |
Satisfactory |
|
Maximum Credit Limit : |
USD 10770000 |
|
|
|
|
Status : |
Good |
|
|
|
|
Payment Behaviour : |
Regular |
|
|
|
|
Litigation : |
Exist |
|
|
|
|
Comments : |
Subject is an established company having fine track record. Financial position of the company seems to be sound. Trade relations are reported as fair. Business is active. Payment
terms are reported to be regular and as per commitment. The company can be considered normal for business dealings at usual
trade terms and conditions. |
NOTES :
Any query related to this report can be made
on e-mail : infodept@mirainform.com
while quoting report number, name and date.
ECGC Country Risk Classification List – 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
N E W S
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.
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
[CONTACT NO.: 91-22-26574000]
LOCATIONS
|
Registered Office : |
Level 6, Platina, Plot No. C-59, 'G' Block, Bandra - Kurla Complex, Bandra (East), Mumbai – 400098, Maharashtra, India |
|
Tel. No.: |
91-22-26574000 |
|
Fax No.: |
91-22-26574100 |
|
E-Mail : |
|
|
Website : |
|
|
|
|
|
Factory : |
Plot No. L-137, Phase III, Verna Industrial Estate, Verna – 403722, Goa, India |
DIRECTORS
AS ON 30.06.2013
|
Name : |
Mr. Pradip Shah |
|
Designation : |
Chairman |
|
Date of Birth/Age : |
60 Years |
|
Qualifications : |
MBA from Harvard Business School and also a Chartered Accountant and a Cost Accountant and ranked first in India in the Chartered Accountancy Examination. |
|
|
|
|
Name : |
Mr. Aijaz Tobaccowalla |
|
Designation : |
Managing Director |
|
|
|
|
Name : |
Mr. Darius Udwadia |
|
Designation : |
Director |
|
|
|
|
Name : |
Mr. Kamalesh Kumar Maheshwari |
|
Designation : |
Director |
|
|
|
|
Name : |
Mr. Sunil Lalbhai |
|
Designation : |
Director |
|
|
|
|
Name : |
Mr. Sekhar Natarajan |
|
Designation : |
Director |
|
|
|
|
Name : |
Mr. Vivek Dhariwal |
|
Designation : |
Director |
|
|
|
|
Name : |
S. Sridhar |
|
Designation : |
Director |
KEY EXECUTIVES
|
Name : |
Dr. Lakshmi Nadkarni |
|
Designation : |
Human Resources |
|
|
|
|
Name : |
Dr. Mangesh Borkar |
|
Designation : |
Goa Plant Operations |
|
|
|
|
Name : |
Mrs. Neema Thakore |
|
Designation : |
Company Secretary & Legal |
|
|
|
|
Name : |
Partha Ghosh |
|
Designation : |
Business Unit Head |
|
|
|
|
Name : |
Mr. Pragnesh Shah |
|
Designation : |
Acting Chief Financial Officer |
|
|
|
|
Name : |
Mr. Shyam Kumar |
|
Designation : |
Communications |
|
|
|
|
Name : |
Mr. Suresh Muddana |
|
Designation : |
Business Unit Head |
|
|
|
|
Name : |
Mr. Vishwanath Iyer |
|
Designation : |
Procurement |
MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN
AS ON 30.06.2014
|
Category of Shareholder |
Total
No. of Shares |
As a % |
|
(A) Shareholding of Promoter and Promoter Group |
|
|
|
|
|
|
|
|
|
|
|
|
11614102 |
51.12 |
|
|
11614102 |
51.12 |
|
Total shareholding of Promoter and Promoter Group (A) |
11614102 |
51.12 |
|
(B) Public Shareholding |
|
|
|
|
|
|
|
|
1958708 |
8.62 |
|
|
824637 |
3.63 |
|
|
1570848 |
6.91 |
|
|
4354193 |
19.16 |
|
|
|
|
|
|
3578410 |
15.75 |
|
|
|
|
|
|
2548837 |
11.22 |
|
|
503965 |
2.22 |
|
|
120552 |
0.53 |
|
|
91284 |
0.40 |
|
|
3100 |
0.01 |
|
|
2062 |
0.01 |
|
|
1050 |
0.00 |
|
|
23056 |
0.10 |
|
|
6751764 |
29.72 |
|
Total Public shareholding (B) |
11105957 |
48.88 |
|
Total (A)+(B) |
22720059 |
100.00 |
|
(C) Shares held by Custodians and against which Depository Receipts
have been issued |
|
|
|
|
0 |
0.00 |
|
|
0 |
0.00 |
|
|
0 |
0.00 |
|
Total (A)+(B)+(C) |
22720059 |
100.00 |
(1)
Indian
Bodies
Corporate
Individual
shareholders holding nominal share capital up to Rs. 0.100 Million 
BUSINESS DETAILS
|
Line of Business : |
Manufacturing, Marketing, Trading and Exporting of
Pharmaceuticals and Consumer Healthcare Products. |
|
|
|
|
Exports : |
Not Divulged |
|
|
|
|
Imports : |
Not Divulged |
GENERAL INFORMATION
|
Suppliers : |
Not Divulged |
|
|
|
|
Customers : |
Not Divulged |
|
|
|
|
No. of Employees : |
492 [Approximately] |
|
|
|
|
Bankers : |
· Citibank N.A. Standard Chartered Bank ICICI Bank Limited HDFC Bank Limited |
|
|
|
|
Banking
Relations : |
-- |
|
|
|
|
Auditors : |
|
|
Name : |
B S R and Associates Chartered Accountants |
|
Address : |
1st Floor, Lodha Excellus Apollo Mills Compound, N.M. Joshi
Marg, Mahalakshmi, Mumbai – 400011, Maharashtra, India |
|
Tel. No.: |
91-22-39896000 |
|
Fax No.: |
91-22-30902511 |
|
|
|
|
Cost Auditors : |
|
|
Name : |
RA and Company Chartered Accountants |
|
|
|
|
Solicitors &
Advocates : |
Udwadia Udeshi and Argus
Partners |
|
|
|
|
Ultimate Holding
Company [As on 31.03.2013] : |
Pfizer Inc, USA |
|
|
|
|
Holding Company [As
on 31.03.2013] : |
Wyeth LLC, USA |
|
|
|
|
Fellow Subsidiaries
[As on 31.03.2013] : |
· AHP Manufacturing BV Wyeth Holding Corporation John Wyeth and Brother Limited Wyeth Ayerst International LLC. Wyeth Canada Pfizer Limited Wyeth Medica Ireland - Grange Castle Pfizer Products India Private Limited Pfizer Pharmaceutical India Private Limited Wyeth Pharmaceutical Co Limited Wyeth Pharmaceuticals Inc. Wyeth Regional Manufacturing (Singapore) Pte. Limited Wyeth Pharmaceuticals India Private Limited Wyeth ( Singapore) Pte Limited Pfizer Pharmaceuticals LLC Pfizer Animal Health India Limited Pfizer Animal Pharma Private Limited Pfizer Canada Inc. Pfizer Singapore Trading Pte Limited Pfizer Export Company, Ireland Pfizer (Thailand) Limited Pfizer Mexico Pfizer Private Limited, Singapore Pfizer International LLC |
CAPITAL STRUCTURE
AS ON 31.03.2014
Authorised Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
23,000,000 |
Equity Shares |
Rs. 10/- each |
Rs. 230.000 Millions |
|
|
|
|
|
Issued, Subscribed & Paid-up Capital :
|
No. of Shares |
Type |
Value |
Amount |
|
|
|
|
|
|
22,720,059 |
Equity Shares |
Rs. 10/- each |
Rs. 227.200
Millions |
|
|
|
|
|
LISTING DETAILS:
|
|
BSE : 500095 NSE : WYETH |
|
ISIN No.: |
INE378A01012 |
|
Stock Exchange Place : |
v The Stock Exchange, Mumbai v National Stock Exchange of India Limited |
|
Listed Date : |
NA |
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 |
227.200 |
227.201 |
227.201 |
|
(b) Reserves & Surplus |
2465.700 |
5440.784 |
4592.116 |
|
(c) Money received against share warrants |
0.000 |
0.000 |
0.000 |
|
|
|
|
|
|
(2) Share Application money
pending allotment |
0.000 |
0.000 |
0.000 |
|
Total
Shareholders’ Funds (1) + (2) |
2692.900 |
5667.985 |
4819.317 |
|
|
|
|
|
|
(3)
Non-Current Liabilities |
|
|
|
|
(a) long-term borrowings |
25.000 |
25.022 |
25.022 |
|
(b) Deferred tax liabilities (Net) |
0.000 |
0.000 |
0.000 |
|
(c) Other long
term liabilities |
37.600 |
40.195 |
86.182 |
|
(d) long-term
provisions |
200.500 |
112.295 |
132.915 |
|
Total Non-current
Liabilities (3) |
263.100 |
177.512 |
244.119 |
|
|
|
|
|
|
(4)
Current Liabilities |
|
|
|
|
(a)
Short term borrowings |
0.000 |
0.000 |
0.000 |
|
(b)
Trade payables |
1801.200 |
1401.513 |
807.683 |
|
(c)
Other current liabilities |
120.400 |
63.534 |
87.174 |
|
(d) Short-term
provisions |
159.600 |
590.803 |
534.323 |
|
Total Current
Liabilities (4) |
2081.200 |
2055.850 |
1429.180 |
|
|
|
|
|
|
TOTAL |
5037.200 |
7901.347 |
6492.616 |
|
|
|
|
|
|
II.
ASSETS |
|
|
|
|
(1)
Non-current assets |
|
|
|
|
(a)
Fixed Assets |
|
|
|
|
(i)
Tangible assets |
245.500 |
241.488 |
238.924 |
|
(ii)
Intangible Assets |
0.000 |
0.000 |
0.000 |
|
(iii)
Capital work-in-progress |
0.000 |
2.780 |
18.131 |
|
(iv)
Intangible assets under development |
0.000 |
0.000 |
0.000 |
|
(b) Non-current Investments |
0.000 |
0.000 |
0.000 |
|
(c) Deferred tax assets (net) |
195.300 |
128.842 |
60.784 |
|
(d) Long-term Loan and Advances |
632.400 |
544.365 |
503.744 |
|
(e) Other
Non-current assets |
0.000 |
0.000 |
0.000 |
|
Total Non-Current
Assets |
1073.200 |
917.475 |
821.583 |
|
|
|
|
|
|
(2)
Current assets |
|
|
|
|
(a)
Current investments |
0.000 |
0.000 |
0.000 |
|
(b)
Inventories |
1593.200 |
1844.581 |
1199.842 |
|
(c)
Trade receivables |
500.200 |
444.876 |
544.791 |
|
(d) Cash
and cash equivalents |
1572.200 |
4392.982 |
3633.920 |
|
(e)
Short-term loans and advances |
292.400 |
255.506 |
267.564 |
|
(f)
Other current assets |
6.000 |
45.927 |
24.916 |
|
Total
Current Assets |
3964.000 |
6983.872 |
5671.033 |
|
|
|
|
|
|
TOTAL |
5037.200 |
7901.347 |
6492.616 |
PROFIT & LOSS
ACCOUNT
|
|
PARTICULARS |
31.03.2014 |
31.03.2013 |
31.03.2012 |
|
|
|
SALES |
|
|
|
|
|
|
|
Revenue from Operations [Net] |
6704.300 |
6612.098 |
5840.653 |
|
|
|
Other Operating Income |
89.000 |
171.318 |
44.605 |
|
|
|
Other Income |
340.800 |
352.573 |
339.848 |
|
|
|
TOTAL (A) |
7134.100 |
7135.989 |
6225.106 |
|
|
|
|
|
|
|
|
Less |
EXPENSES |
|
|
|
|
|
|
|
Cost of Materials Consumed |
859.800 |
982.147 |
726.522 |
|
|
|
Purchases of Stock-in-Trade |
1874.400 |
2428.617 |
1733.699 |
|
|
|
Changes in inventories of finished goods, work-in-progress
and Stock-in-Trade |
515.700 |
(685.573) |
(346.747) |
|
|
|
Employees benefits expense |
358.500 |
405.013 |
381.937 |
|
|
|
Other expenses |
2159.000 |
2041.007 |
1616.878 |
|
|
|
TOTAL (B) |
5767.400 |
5171.211 |
4112.289 |
|
|
|
|
|
|
|
|
Less |
PROFIT
BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C) |
1366.700 |
1964.778 |
2112.817 |
|
|
|
|
|
|
|
|
|
Less |
FINANCIAL
EXPENSES (D) |
0.500 |
5.484 |
4.808 |
|
|
|
|
|
|
|
|
|
|
PROFIT
BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E) |
1366.200 |
1959.294 |
2108.009 |
|
|
|
|
|
|
|
|
|
Less/ Add |
DEPRECIATION/
AMORTISATION (F) |
27.400 |
26.581 |
58.840 |
|
|
|
|
|
|
|
|
|
|
PROFIT BEFORE TAX
(E-F) (G) |
1338.800 |
1932.713 |
2049.169 |
|
|
|
|
|
|
|
|
|
Less |
TAX (H) |
459.600 |
632.162 |
602.229 |
|
|
|
|
|
|
|
|
|
|
PROFIT AFTER TAX
(G-H) (I) |
879.200 |
1300.551 |
1446.940 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Export of goods calculated on FOB basis [excluding export of Rs.22.422 Millions to Nepal (March 2012 Rs.16.043 Millions)] |
|
14.802 |
7.527 |
|
|
|
Freight |
|
0.126 |
0.322 |
|
|
|
Insurance |
|
0.004 |
0.040 |
|
|
|
Others |
|
0.297 |
2.588 |
|
|
TOTAL EARNINGS |
NA
|
15.229 |
10.477 |
|
|
|
|
|
|
|
|
|
|
IMPORTS |
|
|
|
|
|
|
|
|
|
536.140 |
428.657 |
|
|
|
Purchase of Stock in trade |
|
1924.335 |
1245.251 |
|
|
|
Others |
|
4.907 |
0.063 |
|
|
TOTAL IMPORTS |
NA
|
2465.382 |
1673.971 |
|
|
|
|
|
|
|
|
|
|
Earnings Per
Share (Rs.) |
38.70 |
57.24 |
63.69 |
|
QUARTERLY RESULTS
|
PARTICULARS |
30.06.2014 |
|
Type |
1st
Quarter |
|
Net Sales |
1927.700 |
|
Total Expenditure |
1550.700 |
|
PBIDT (Excl OI) |
377.000 |
|
Other Income |
61.900 |
|
Operating Profit |
438.900 |
|
Interest |
0.200 |
|
Exceptional Items |
0.000 |
|
PBDT |
438.700 |
|
Depreciation |
6.600 |
|
Profit Before Tax |
432.100 |
|
Tax |
147.500 |
|
Provisions and contingencies |
0.000 |
|
Profit After Tax |
284.600 |
|
Extraordinary Items |
0.000 |
|
Prior Period Expenses |
0.000 |
|
Other Adjustments |
0.000 |
|
Net Profit |
284.600 |
KEY RATIOS
|
PARTICULARS |
|
31.03.2014 |
31.03.2013 |
31.03.2012 |
|
PAT / Total Income |
(%) |
12.32 |
20.28 |
33.94 |
|
|
|
|
|
|
|
Net Profit Margin (PBT/Sales) |
(%) |
19.97 |
28.75 |
36.17 |
|
|
|
|
|
|
|
Return on Total Assets (PBT/Total Assets} |
(%) |
27.65 |
24.47 |
32.94 |
|
|
|
|
|
|
|
Return on Investment (ROI) (PBT/Networth) |
|
0.50 |
0.34 |
0.44 |
|
|
|
|
|
|
|
Debt Equity Ratio (Total Debt/Networth) |
|
0.01 |
0.00 |
0.01 |
|
|
|
|
|
|
|
Current Ratio (Current Asset/Current Liability) |
|
1.90 |
3.40 |
3.97 |
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 |
227.201 |
227.201 |
227.200 |
|
Reserves & Surplus |
4592.116 |
5440.784 |
2465.700 |
|
Net
worth |
4819.317 |
5667.985 |
2692.900 |
|
|
|
|
|
|
long-term borrowings |
25.022 |
25.022 |
25.000 |
|
Short term borrowings |
0.000 |
0.000 |
0.000 |
|
Total
borrowings |
25.022 |
25.022 |
25.000 |
|
Debt/Equity ratio |
0.005 |
0.004 |
0.009 |
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) |
|
Sales |
5840.653 |
6612.098 |
6704.300 |
|
|
|
13.208 |
1.394 |
NET PROFIT MARGIN
|
Net Profit Margin |
31.03.2012 |
31.03.2013 |
31.03.2014 |
|
|
(Rs.
In Millions) |
(Rs.
In Millions) |
(Rs.
In Millions) |
|
Sales |
5840.653 |
6612.098 |
6704.300 |
|
Profit |
1446.940 |
1300.551 |
879.200 |
|
|
24.77% |
19.67% |
13.11% |
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 |
No |
|
25] |
Conduct of the banking
account |
-- |
|
26] |
Buyer visit details |
-- |
|
27] |
Financials, if provided |
Yes |
|
28] |
Incorporation details, if
applicable |
Yes |
|
29] |
Last accounts filed at
ROC |
Yes |
|
30] |
Major Shareholders, if
available |
Yes |
|
31] |
Date of Birth of
Proprietor/Partner/Director, if available |
Yes |
|
32] |
PAN of
Proprietor/Partner/Director, if available |
No |
|
33] |
Voter ID No of
Proprietor/Partner/Director, if available |
No |
|
34] |
External Agency Rating,
if available |
No |
LITIGATION DETAILS
|
HIGH COURT OF
BOMBAY |
|
CASE DETAILS BENCH: BOMBAY |
|
Lodging No: ITXAL/220/2011 Filing Date:
21.02.2011 Reg. No.: ITXA/1589/2011 Reg. Date: 19.07.2011 |
|
Petitioner: THE COMMISSIONER OF INCOME TAX Respondent: WYETH LIMITED Petn. Adv : CHARANJEET CHANDERPAL (I2154) Resp.Adv.: CRAWFORD
BAYLEY & CO. (0) District: MUMBAI |
|
Bench: DIVISION Status: Admitted(Unready) Category: TAX
APPEALS Last Date: 07.02.2013
Stage: FOR ADMISSION - FRESH Coram: HON’BLE SHRI JUSTICE J.P. DEVADHAR HON’BLE SHRI JUSTICE M.S.
SANKLECHA |
|
Act: Income Tax Act, 1961
UNDER SECTION: 260A |
INDEX OF CHARGES: NO
CHARGES EXIST FOR COMPANY
UNSECURED LOANS
|
UNSECURED LOANS |
31.03.2013 (Rs.
In Millions) |
|
LONG-TERM BORROWINGS |
|
|
Loans and advances from related parties John Wyeth and Brother Limited, India Branch |
25.022 |
|
|
|
|
Total |
25.022 |
|
LONG-TERM BORROWINGS The amount represents purchase consideration payable to John
Wyeth and Brother Limited, UK for the transfer of its undertaking in India to
the Company. The amount has been retained as an interest free unsecured loan
as per the directives of the RBI in this regard pending appropriate clearance
from the Income tax authorities. |
|
BACKGROUND
Subject was
incorporated on 20th September, 1947 as Lederle Laboratories (India) Limited
and was renamed as Cyanamid India Limited on 31st October, 1962.
On 1st January, 1998,
pursuant to a Scheme of Arrangement, the Company transferred the Agricultural
Products division to Cyanamid Agro Limited. On the same day, pursuant to a
Scheme of Amalgamation, the assets, liabilities and reserves of Wyeth
Laboratories Limited, John Wyeth (India) Limited and Wyeth (India) Private
Limited were transferred to the Company with retrospective effect from 1st
April, 1996 and the name of the Company was changed to Wyeth Lederle Limited.
On 1st April,
2003, pursuant to a Scheme of Amalgamation, the assets, liabilities and
reserves of Geoffrey Manners and Co. Limited were transferred to the Company
with retrospective effect from 1st April, 2002 and the name of the Company was
changed to Wyeth Limited.
On 15th October, 2009,
Wyeth, USA (Wyeth) merged with Wagner Acquisition Corp., a direct wholly-owned
subsidiary of Pfizer Inc., through a scheme of merger effected pursuant to and
as per the prevailing laws of the United States of America. As a result of the
merger, Pfizer Inc, is now the parent Company of Wyeth and hence the ultimate
parent of the Company.
The Company has
its Registered Office in Mumbai, Maharashtra and is listed on BSE Limited and
National Stock Exchange of India Limited. The Company is engaged in manufacturing,
marketing, trading and export of pharmaceuticals and consumer healthcare
products. The Company has its own manufacturing facility in Goa and various
independent contract / third party manufacturers in India.
FINANCIAL
HIGHLIGHTS
The Company has had a successful year in terms of sales growth with
sales of the Pharmaceutical segment showing a growth of 14% over the previous
year taking the Company’s sales growth to over 13%. This is significantly ahead
of market growth of 10.2%.
THE PHARMACEUTICAL
INDUSTRY – AN OVERVIEW AND OUTLOOK
The performance of the Indian pharmaceutical industry is tied to the
following two salient features of the Indian healthcare sector:
· Out of pocket expenditure, which continues to dominate India’s healthcare spend.
Private
providers continue to deliver most of the care, both at primary and secondary
levels.
Given this scenario, the pharmaceutical industry is impacted by the ups
and downs of the economy. India’s economic growth in 2012 - 13 was pegged
lowest in a decade, with the Central Statistical Organisation estimating GDP
growth at 5%, compared to 6.2% in 2011-12.
The audited pharmaceutical market in India grew by 10.2% to reach USD
13.8 billion in 2012 - 13.
The retail sector accounted for USD 11.6 billion and grew by 10.1%,
while the hospital sector accounted for USD 1.4 billion and grew by 9.9%. The
market has registered a compounded annual growth of 14.2% for the period 2010 -
13.
The pharmaceutical market witnessed a single digit growth in the last
quarter of 2012 - 13. During the same period 2010 - 2011 and 2011 - 2012 (MAT
March 2011 and MAT March 2012), the audited pharmaceutical market had grown by
16% and above. IMS ranks the Indian pharmaceutical industry 14th in terms of
value and 3rd in volume globally.
FINANCIAL AND
OPERATIONAL PERFORMANCE
The Company’s sales for the year were Rs. 6610.000 Millions (April 2011
– March 2012, Rs. 5840.000 Millions) which represents a growth of 13%. The Company
continues to maintain its leadership position in Pneumococcal Vaccine, Folic
Acid, Oral Contraceptives and Liquid Antacids. Folvite, Oral Contraceptives,
Mucaine, Wysolone, Ativan and Pacitane ranked # 1 in their respective segments.
Prevenar, Wysolone, Autrin and Pacitane registered a strong double digit growth
during the year. The sales for the pharmaceutical segment were Rs. 6230.000
Millions and Consumer Health Care segment were Rs. 380.000 Millions. Consumer
Health Care segment, post a slowdown during the year was able to regain some of
the lost momentum in the last quarter.
As a result of the challenging operating environment, inflationary
pressures and adverse exchange rates, the material cost has risen to 41.2% of
sales for the year under review as against 36.2% of sales in the previous year.
Profit for the year was also impacted due to provision for bad debts and
increase in other expenses.
MANUFACTURING
OPERATIONS
Wyeth Goa plant was named the proud recipient of the Platinum Award for
2012 at the India Manufacturing Excellence Awards (IMEA), presented by The
Economic Times in partnership with Frost and Sullivan. The Plant also received
the Pfizer Global Supply (PGS) Annual President’s Gold Award for 2012.
Wyeth Goa plant is known for its impeccable safety and strict adherence
to environmental norms and has received a number of corporate awards. The site
now holds accreditation of ISO 14001 and OHSAS 18001.
Optimum utilization of the facility has enabled generation of additional
volumes by the Plant. Colleague engagement initiatives have contributed to
improved efficiency.
FIXED ASSETS:
Tangible Assets
· Leasehold Land
Buildings
Building
on Leasehold Land
Plant
and Equipment
Furniture
and fixtures
Vehicles
Office
Equipments
Computers
Intangible Assets
· Computer Software
PRESS RELEASE
INDIAN UNITS OF
PFIZER AND WYETH TO MERGE AT 7:10 SWAP RATIO
Merger process now
requires approvals from shareholders, SEBI and FIPB, among others
Mumbai: Four years after the merger
of top US drug makers Pfizer Inc. and Wyeth Inc. following a $68 billion global
deal, their Indian units on Saturday got the formal approval from their
respective boards for the merger of the entities in the country. The boards of
Pfizer Limited and Wyeth Limited in their meetings held on Saturday approved
the merger with a 7:10 equity swap ratio.
“I am very pleased to announce that today the board of directors of Pfizer Limited and Wyeth Limited have given their approval to merge the two companies, thus initiating an important first step towards the creation of a single Pfizer brand for the combined entity,” said Aijaz Tobaccowalla, managing director of Pfizer in India.
As per the merger scheme, shareholders of Wyeth Limited will get seven Pfizer Limited shares for every 10 shares held. Based on the proposed merger swap ratio, Pfizer India will issue approximately 15.9 million new equity shares to Wyeth India shareholders.
In 2009, world’s largest drug maker Pfizer acquired Wyth in a $68 billion global deal. The global merger of these two companies have been completed by the end of the same year except certain countries, including India. The valuation of equity swap and regulatory hurdles for the merger of two listed entities were the main reason for the delayed decision for the consolidation of these companies in India.
The merger process would now require several approvals including shareholders of both the companies, Securities and Exchange Board of India (SEBI), stock exchanges, Foreign Investment Promotion Board (FIPB) and Bombay high court, among others.
“They anticipate this will take approximately another nine months.” said Tobaccowalla on Saturday.
The respective boards of the Indian units have also announced an interim dividend of Rs.360 per share for Pfizer shareholders and Rs.145 per share for Wyeth shareholders. The equity swap ratio was decided after announcing the dividend payout.
“I strongly believe that this merger will increase long term value for all stakeholders. The combined entity would have an increased therapeutic presence and a de-risked business profile. “added Tobaccowalla.
DSP Merrill Lynch Limited was the advisor to Pfizer India and Citigroup Global Markets India Private Limited advised Wyeth India on the valuation and swap ratio.
On Friday, shares of Wyeth rose 2.11% to close at Rs.814.15 on the BSE, while the shares of Pfizer closed flat (-0.01%) at Rs.1431.55. The benchmark Sensex closed at 20,217.39 points, down 0.06%.
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. 60.10 |
|
|
1 |
Rs. 102.04 |
|
Euro |
1 |
Rs. 80.74 |
INFORMATION DETAILS
|
Information
Gathered by : |
HTL |
|
|
|
|
Analysis Done by
: |
RAS |
|
|
|
|
Report Prepared
by : |
BVA |
SCORE & RATING EXPLANATIONS
|
SCORE FACTORS |
RANGE |
POINTS |
|
HISTORY |
1~10 |
6 |
|
PAID-UP CAPITAL |
1~10 |
5 |
|
OPERATING SCALE |
1~10 |
6 |
|
FINANCIAL CONDITION |
|
|
|
--BUSINESS SCALE |
1~10 |
6 |
|
--PROFITABILIRY |
1~10 |
6 |
|
--LIQUIDITY |
1~10 |
6 |
|
--LEVERAGE |
1~10 |
6 |
|
--RESERVES |
1~10 |
6 |
|
--CREDIT LINES |
1~10 |
6 |
|
--MARGINS |
-5~5 |
-- |
|
DEMERIT POINTS |
|
|
|
--BANK CHARGES |
YES/NO |
NO |
|
--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 |
|
DEFAULTERS |
|
|
|
--RBI |
YES/NO |
NO |
|
--EPF |
YES/NO |
NO |
|
TOTAL |
|
53 |
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.