MIRA INFORM REPORT

 

 

Report Date :

02.09.2014

 

IDENTIFICATION DETAILS

 

Name :

RANBAXY LABORATORIES LIMITED 

 

 

Registered Office :

A-41, Industrial Area Phase VIII-A, Sahibzada Ajit Singh Nagar, Mohali – 160071, Punjab

 

 

Country :

India

 

 

Financials (as on) :

31.03.2014

 

 

Date of Incorporation :

16.06.1961

 

 

Com. Reg. No.:

16-003747

 

 

Capital Investment / Paid-up Capital :

Rs.2116.600 Millions

 

 

CIN No.:

[Company Identification No.]

L24231PB1961PLC003747

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

PTLR10986D

PTLR11862E

 

 

PAN No.:

[Permanent Account No.]

AAACR0127N

 

 

Legal Form :

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

 

 

Line of Business :

Manufacturing and Trading of formulations, active pharmaceuticals ingredients (API) and intermediate, generics, drug discovery and consumer health care products and also engaged in rendering of financial services.

 

 

No. of Employees :

11784 (Approximately)

 

 

RATING & COMMENTS

 

MIRA’s Rating :

Ba (52)

 

RATING

STATUS

PROPOSED CREDIT LINE

41-55

Ba

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

Satisfactory

 

Maximum Credit Limit :

USD 43000000

 

 

Status :

Good

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Exist

 

 

Comments :

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

 

The company has incurred losses from its operational activities.

 

However, the rating takes into consideration Ranbaxy’s strong business profile characterised by its established position in the U.S. generics segment, its leading market presence in the Indian branded formulations market and a diversified presence among emerging markets.

 

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 normal business dealings at usual trade terms and conditions.

 

NOTE: Sun Pharmaceutical Industries Limited announcement to acquire 100 per cent stake in Ranbaxy subject to obtaining regulatory approvals. The deal is valued at an enterprise value of USD4 billion on an all-stock transaction.

 

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.

 

EXTERNAL AGENCY RATING

 

Rating Agency Name

ICRA

Rating

Short term debt programme = A1+

Rating Explanation

Very strong degree of safety and lowest credit risk.

Date

May, 2014

 

 

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 DENIED

 

Management Non Corporative (91-172-5218403 / 8404)

 

 

LOCATIONS

 

Registered Office/ Factory 1 :

A-41, Industrial Area Phase VIII-A, Sahibzada Ajit Singh Nagar, Mohali – 160071, Punjab, India

Tel. No.:

91-172-2271450/ 5013655/ 6678666

Fax No.:

91-172-2226925/ 5013376

E-Mail :

vasant@rllind.globemail.in

sushilp@ranbaxy.co.in 

sushil.patwari@ranbaxy.com

malvinder.singh@ranbaxy.com

corporate.communications@ranbaxy.com

raghu.kochar@ranbaxy.com

Krishnan.ramalingam@ranbaxy.com

secretarial@ranbaxy.com 

Website :

http://www.ranbaxy.com

 

 

Corporate Office :

Plot No.90, Sector 32, Gurgaon – 122001, Haryana, India

Tel. No.:

91-124-4135000

Fax No.:

91-124-4135001/ 4106490

E-Mail :

secretarial@ranbaxy.com

ramesh.aduge@ranbaxy.com

naresh.kumar@ranbaxy.com

brijesh.kapil@ranbaxy.com

ranbir.bakshi@ranbaxy.com

 

 

Research and Development Center :

Plot No.20, Sector - 18, Udyog Vihar Industrial Area, Gurgaon – 122001, Haryana, India

Tel. No.:

91-124 2342001-10

Fax No.:

91-124-2343545

E-Mail :

udbhav.ganjoo@ranbaxy.com

omprakash.sood@ranbaxy.com

navneet.raghuvanshi@ranbaxy.com

vinod.sharma@ranbaxy.com 

 

 

Factory 2 :

Village Toansa, P.O. Railmajra, District Nawansahar – 144533, Punjab, India

 

 

Factory 3 :

Industrial Area 3, A.B. Road, Dewas – 450 001, Madhya Pradesh, India

 

 

Factory 4 :

Village and P.O. Ganguwala, Tehsil Paonta Sahib, District Sirmour – 173025, Himachal Pradesh, India

 

 

Factory 5 :

Village Batamandi, Tehsil Paonta Sahib, District Sirmour – 173025, Himachal Pradesh, India

 

 

Factory 6 :

Plot No.B-2, Madkaim Industrial Estate, Ponda, Goa, India

 

 

Factory 7 :

K-5, 6, 7, Ghirongi, Malanpur, District Bhind – 477116, Madhya Pradesh, India

 

 

Factory 8 :

Plot No.1341 and 1342, EPIP-1, Hill Top Industrial Area, Village-Bhatolikalan (Barotiwala), Baddi – 174103, Himachal Pradesh, India

 

 

DIRECTORS

 

AS ON 31.03.2014

 

Name :

Dr. Tsutomu Une

Designation :

Chairman

 

 

Name :

Mr. Akihiro Watanabe

Designation :

Director

 

 

Name :

Dr. Anthony H. Wild

Designation :

Director

 

 

Name :

Dr. Kazunori Hirokawa

Designation :

Director

 

 

Name :

Mr. Percy K. Shroff

Designation :

Director

 

 

Name :

Mr. Rajesh V. Shah

Designation :

Director

 

 

Name :

Mr. Takashi Shoda

Designation :

Director

 

 

KEY EXECUTIVES

 

Name :

Mr. Arun Sawhney

Designation :

Chief Executive Officer

 

 

Name :

Mr. Sushil K. Patawari

Designation :

Company Secretary

 

 

SHAREHOLDING PATTERN

 

As on 30.06.2014

 

Category of Shareholders

No. of Shares

Percentage of holding

(A) Shareholding of Promoter and Promoter Group

 

 

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

 

 

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

 

 

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

268711323

64.97

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

268711323

64.97

Total shareholding of Promoter and Promoter Group (A)

268711323

64.97

(B) Public Shareholding

 

 

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

 

 

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

2084596

0.50

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

917145

0.22

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

31378971

7.59

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

52627223

12.73

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

87007935

21.04

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

 

 

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

13629418

3.30

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

37291327

9.02

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

3982456

0.96

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

2941428

0.71

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

2123218

0.51

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

229609

0.06

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

588601

0.14

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

57844629

13.99

Total Public shareholding (B)

144852564

35.03

Total (A)+(B)

413563887

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

10241923

0.00

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

10241923

0.00

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

423805810

0.00

 

 

 

 

BUSINESS DETAILS

 

Line of Business :

Manufacturing and Trading of formulations, active pharmaceuticals ingredients (API) and intermediate, generics, drug discovery and consumer health care products and also engaged in rendering of financial services.

 

 

Products :

Products Description

Item Code No.

 

Cefaclor

294190

Cephalexin

294200

Amoxicillin

294110

 

 

GENERAL INFORMATION

 

No. of Employees :

11784 (Approximately)

 

 

Bankers :

·         Credit Agricole CIB

·         Royal Bank of Scotland NV

·         Citibank NA

·         Deutsche Bank AG

·         Hong Kong and Shanghai Banking Corporation

·         Punjab National Bank

·         Standard Chartered Bank

 

 

Facilities :

SECURED LOANS

31.03.2014

(15 Months)

Rs. In Millions

31.12.2012

(12 Months)

Rs. In Millions

Long Term Borrowings

 

 

5000 redeemable non-convertible debentures of the face value of Rs.1000000 each

5000.000

5000.000

 

 

 

Short Term Borrowings

 

 

From Banks

574.240

0.000

Other Loans and advances from banks

4543.290

4441.800

 

 

 

Total

10117.530

9441.800

 

 

 

Banking Relations :

--

 

 

Auditors :

 

Name :

BSR and Company

Chartered Accountants

Address :

Building No.10, 8th Floor, Tower-B, DLF Cyber City, Phase – II, Gurgaon – 122002, Haryana, India

 

 

Holding company (also being the ultimate holding company)

Daiichi Sankyo Company Limited, Japan

 

 

Associate company :

·         Zenotech Laboratories Limited, India

·         Daiichi Sankyo (Thailand) Limited, Thailand [formerly known as Ranbaxy Unichem Co. Limited, Thailand, (an associate w.e.f. 1 October 2013)] $

 

 

Subsidiaries including step down subsidiaries :

·         Vidyut Investments Limited, India

·         Ranbaxy Signature LLC, USA

·         Be-Tabs Investments (Proprietary) Limited, South Africa

·         S.C. Terapia Distributie S.R.L., Romania (Merged with S.C. Terapia S.A., Romania w.e.f. 7 February 2012)

·         Office Pharmaceutique Industriel et Hospitalier SARL, France

·         Ranbaxy Holdings (UK) Limited., United Kingdom (‘U.K.’)

·         Ranbaxy Do Brazil Ltda., Brazil (Liquidated on 7 November 2012)

·         Ranbaxy Pharma AB, Sweden (Liquidated on 2 January 2014)

·         Ranbaxy GmbH, Germany (from 9 November 2012)

·         Ranbaxy Laboratories Inc., USA

·         Ranbaxy (Thailand) Co., Limited (from 20 February 2013)

 

·          

Fellow subsidiaries :

·         Daiichi Sankyo India Pharma Private Limited, India

·         Daiichi Sankyo Development Limited, U.K.

·         Daiichi Sankyo Propharma Co., Limited., Japan

·         Daiichi Sankyo Espha Co. Limited., Japan

·         Daiichi Sankyo, Inc., USA

·         Daiichi Sankyo Venezuela S.A., Venezuela

·         Daiichi Sankyo Chemical Pharma Co., Limited., Japan

·         Ranbaxy Mexico S.A.de C.V., Mexico

·         Daiichi Sankyo Europe GmbH, Germany

 

·          

Subsidiaries including step down subsidiaries / partnership firms :

·         Ranbaxy Drugs and Chemicals Company, India (Company with unlimited liability) #

·         Solus Pharmaceuticals Limited, India #

·         Ranbaxy SEZ Limited, India #

·         Rexcel Pharmaceuticals Limited, India #

·         Ranbaxy Life Sciences Research Limited, India #

·         Gufic Pharma Limited, India

·         Ranbaxy Drugs Limited, India

·         Solrex Pharmaceuticals Company, India (a Partnership firm)

·         Ranbaxy (Hong Kong) Limited, Hong Kong @

·         Ranbaxy Inc., USA

·         Ranbaxy USA, Inc., USA

·         Ranbaxy Egypt (L.L.C.), Egypt

·         Ranbaxy Farmaceutica Ltda., Brazil

·         Ranbaxy PRP (Peru) SAC, Peru

·         Ranbaxy Australia Proprietary Limited., Australia

·         Daiichi Sankyo (Thailand) Limited, Thailand [formerly known as Ranbaxy Unichem Co. Limited., Thailand

·         (subsidiary upto 30 September 2013)] $

·         Ranbaxy Italia S.p.A, Italy

·         Ranbaxy Malaysia Sdn. Bhd., Malaysia

·         Ranbaxy Poland S.P. Zoo, Poland

·         Ranbaxy Nigeria Limited, Nigeria

·         Ranbaxy Europe Limited, U.K.

·         Ranbaxy (UK) Limited, U.K.

·         Basics GmbH, Germany

·         ZAO Ranbaxy, Russia

·         S.C. Terapia S.A., Romania

·         Ranbaxy Pharmaceuticals, Inc., USA

·         Ohm Laboratories, Inc., USA

·         Ranbaxy Ireland Limited, Ireland

·         Ranbaxy South Africa Proprietary Limited, South Africa

·         Laboratorios Ranbaxy S.L., Spain

·         Ranbaxy Pharmacie Generiques SAS, France

·         Ranbaxy Pharmaceuticals Canada Inc., Canada

·         Sonke Pharmaceuticals (Proprietary) Limited, South Africa

·         Ranbaxy Portugal - Com E Desenvolv DeProd Farmaceuticos Unipessoal Lda, Portugal

·         Ranbaxy Belgium N.V., Belgium

·         Be-Tabs Pharmaceuticals (Proprietary) Limited, South Africa

·         Rexcel Egypt (L.L.C.), Egypt

·         Ranbaxy Morocco LLC, Morocco

·         Ranbaxy Pharmaceuticals Ukraine LLC, Ukraine (from 13 June 2012)

·         Ranbaxy (Netherlands) B.V., The Netherlands

 

 

# Refer to note 14 for details on merger of these subsidiaries with RDL

@ Refer to note 18 for details of liquidation of the entity during the current period

$ Refer to note 14 for details on business integration with Daiichi Sankyo (Thailand) Limited.

 

 

CAPITAL STRUCTURE

 

As on 31.03.2014

 

Authorised Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

598000000

Equity Shares

Rs.5/- each

Rs.2990.000 Millions

100000

Cumulative Preference Shares

Rs.100/- each

Rs.10.000 Millions

 

 

 

 

 

Total

 

Rs.3000.000 Millions

 

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

423779063

Equity Shares

Rs.5/- each

Rs.2118.900 Millions

459602

Equity Shares

Rs.5/- each

Rs.2.300 Millions

 

 

 

 

 

Total

 

Rs.2116.600 Millions

 

 

a.       Rights, preferences and restrictions attached to shares

 

As per the Memorandum of Association, the Company’s authorised share capital consists of equity shares and preference shares.

 

All equity shares rank equally with regard to dividends and share in the Company’s residual assets. The equity shares are entitled to receive dividend as declared from time to time. The voting rights of an equity shareholder on show of hand or through proxy shall be in proportion to his share of the paid-up equity capital of the Company. On winding up of the Company, the holders of equity shares will be entitled to receive the residual assets of the Company, remaining after distribution of all preferential amounts in proportion to the number of equity shares held.

 

Preference shares shall be entitled for such rate of dividend as may be decided by the Directors of the Company at the time of issue of such shares and shall rank in priority to the equity shares including arrears, if any, in the event of the winding up of the Company, but shall not be entitled to any further participation in the profits or surplus assets of the Company. Preference shares are entitled to one vote per share at meetings of the Company only in respect of resolutions directly affecting their rights. However, a cumulative preference shareholder acquires voting rights on par with an equity shareholder if the dividend on preference shares has remained unpaid for a period of not less than two years.

 

 

b.       Reconciliation of equity shares outstanding at the commencement and at the end of the period

 

Equity Shares

 

Number of Shares

Rs. In Millions

At the commencement of the period

422913803

2114.570

Add: Shares issued on exercise of employee stock options by the Company/ ESOP Trust

405658

2.030

Add: Shares issued to the Trust under Employees Stock Option Plan 2011 - (‘ESOP 2011’)

--

--

At the end of the period

423319461

2116.600

 

 

c.       Equity shares held by holding/ ultimate holding company

 

Equity Shares

 

Number of Shares

Rs. In Millions

Daiichi Sankyo Company Limited, Japan (Daiichi Sankyo), the holding company, also being the ultimate holding company

268711323

1343.560

 

 

d.      Particulars of shareholders holding more than 5% shares of issued, subscribed and paid-up capital of equity shares

 

Name of Shareholder

Number of Shares

 

% holding

Daiichi Sankyo

268711323

63.41

Life Insurance Corporation of India, India

25494745

6.02

 

 

e.      Equity shares reserved for issue under employee stock options:

 

Number of stock options against which equity shares to be issued by the Company upon vesting and exercise of those stock options by the option holders as per the relevant scheme.

 

 

f.        During the current period, the Company has issued 600,000 (previous year 440,000) equity shares of Rs. 5 (previous year Rs. 5) each issued for cash at par to the ESOP Trust, set up to administer the ESOP - 2011. Out of the total equity shares issued to the ESOP Trust, 666,636 (previous year 238,762) equity shares have been allotted by the ESOP Trust to the respective employees upon exercise of stock options from time to time under ESOP - 2011. As at 31 March 2014, 459,602 (previous year 526,238) equity shares are pending to be allotted to the employees upon exercise of stock options

 

Pursuant to change in accounting policy (Refer to note 2 k), as at 31 March 2014, the Company has shown share capital net of 459,602 equity shares amounting to Rs. 2.30 held by the ESOP Trust. The Company has not restated the comparative figures. The movement of shares held by the ESOP trust is as follows:-

 

Equity Shares

 

Number of Shares

Rs. In Millions

At the commencement of the period

526238

2.63

Add: Shares allotted to the ESOP Trust

600000

3.00

Less: Shares issued on exercise of employee stock options by the ESOP Trust

666636

3.33

At the end of the period

459602

2.30

 

 

g.      During the five years immediately preceding the current period and previous year, neither any bonus shares or shares issued for consideration other than cash that have been issued nor any shares that have been bought back.

 

 

h.      Issued, subscribed and paid-up share capital includes 6,294,081 (previous year 8,963,108) Global Depository Shares (GDSs) representing 6,294,081 (previous year 8,963,108) equity shares of Rs. 5 (previous year Rs. 5) each constituting 1.49% (previous year 2.12%) of the issued, subscribed and paid-up share capital of the Company.

 


FINANCIAL DATA

[all figures are in Rupees Millions]

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

31.03.2014

(15 Months)

31.12.2012

(12 Months)

31.12.2011

(12 Months)

        I.            EQUITY AND LIABILITIES

 

 

 

(1)Shareholders' Funds

 

 

 

(a) Share Capital

2116.600

2114.570

2110.000

(b) Reserves & Surplus

8848.270

17095.100

17131.640

(c) Money received against share warrants

0.000

0.000

0.000

 

 

 

 

(2) Share Application money pending allotment

5.030

11.100

6.660

Total Shareholders’ Funds (1) + (2)

10969.900

19220.770

19248.300

 

 

 

 

(3) Non-Current Liabilities

 

 

 

(a) long-term borrowings

24721.880

19568.100

9524.110

(b) Deferred tax liabilities (Net)

0.000

0.000

0.000

(c) Other long term liabilities

3719.440

10363.480

15977.190

(d) long-term provisions

1314.540

2739.040

2297.910

Total Non-current Liabilities (3)

29755.860

32670.620

27799.210

 

 

 

 

(4) Current Liabilities

 

 

 

(a) Short term borrowings

35188.770

28067.950

29310.020

(b) Trade payables

9751.860

8588.110

9856.370

(c) Other current liabilities

43495.900

13320.780

30004.520

(d) Short-term provisions

1888.080

27831.110

26990.830

Total Current Liabilities (4)

90324.610

77807.950

96161.740

 

 

 

 

TOTAL

131050.370

129699.340

143209.250

 

 

 

 

      II.            ASSETS

 

 

 

(1) Non-current assets

 

 

 

(a) Fixed Assets

 

 

 

(i) Tangible assets

19460.460

19308.430

17882.550

(ii) Intangible Assets

660.880

626.850

787.420

(iii) Capital work-in-progress

1791.800

1465.370

2004.930

(iv) Intangible assets under development

44.530

130.590

86.310

(b) Non-current Investments

40789.890

31281.370

34081.470

(c) Deferred tax assets (net)

0.000

0.000

0.000

(d)  Long-term Loan and Advances

10779.890

10107.120

9412.340

(e) Other Non-current assets

1741.140

215.700

0.860

Total Non-Current Assets

75268.590

63135.430

64255.880

 

 

 

 

(2) Current assets

 

 

 

(a) Current investments

18.950

30.320

26.460

(b) Inventories

16951.440

17318.390

16552.310

(c) Trade receivables

12374.650

14358.880

36828.190

(d) Cash and cash equivalents

7905.720

28347.730

19379.530

(e) Short-term loans and advances

12732.860

5041.480

3399.750

(f) Other current assets

5798.160

1467.110

2767.130

Total Current Assets

55781.780

66563.910

78953.370

 

 

 

 

TOTAL

131050.370

129699.340

143209.250

 

 

PROFIT & LOSS ACCOUNT

 

 

PARTICULARS

 

31.03.2014

(15 Months)

31.12.2012

(12 Months)

31.12.2011

(12 Months)

 

SALES

 

 

 

 

 

Revenue from operations

68649.370

63035.440

77990.570

 

 

Other Income

7848.200

2571.630

2226.550

 

 

TOTAL                                                     (A)

76497.570

65607.070

80217.120

 

 

 

 

 

Less

EXPENSES

 

 

 

 

 

Cost of materials consumed

20653.280

15286.610

17849.130

 

 

Purchases of stock-in-trade

9826.430

8090.010

6367.310

 

 

Change in inventories of finished goods, work-in-progress and stock-in-trade

(1751.220)

(492.450)

(1357.220)

 

 

Employee benefits expense

12747.280

10195.890

8607.110

 

 

Other expenses

30418.440

25526.160

35783.820

 

 

Exceptional items:

 

 

 

 

 

Profit on sale of intellectual property rights

(4327.690)

0.000

0.000

 

 

Settlement provision reversal

(1458.050)

0.000

26480.000

 

 

Provision in respect of non-current investment in a subsidiary

3050.960

1030.000

0.000

 

 

Provision for other-than-temporary diminution in value of noncurrent investment in an associate

713.110

0.000

0.000

 

 

Inventory provision/ write off and other costs

3557.920

 

 

 

 

Loss on foreign currency option derivatives, net (other than on loans)

3279.160

412.050

11242.850

 

 

Product recall expenses

0.000

2370.200

0.000

 

 

TOTAL                                                     (B)

76709.620

62418.470

104973.000

 

 

 

 

 

Less

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

(212.050)

3188.600

(24755.880)

 

 

 

 

 

Less

FINANCIAL EXPENSES                         (D)

5470.480

2969.820

2989.990

 

 

 

 

 

 

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

(5682.530)

218.780

(27745.870)

 

 

 

 

 

Less

DEPRECIATION/ AMORTISATION                     (F)

2801.720

1861.610

2740.830

 

 

 

 

 

 

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

(8484.250)

(1642.830)

(30486.700)

 

 

 

 

 

Less

TAX                                                                  (H)

305.700

(19.440)

33.790

 

 

 

 

 

 

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

(8789.950)

(1623.390)

(30520.490)

 

 

 

 

 

Add

PREVIOUS YEARS’ BALANCE BROUGHT FORWARD

(25312.700)

(23689.310)

6828.680

 

 

 

 

 

Less

APPROPRIATIONS

 

 

 

 

 

Proposed dividend

--

--

0.650

 

 

Tax on proposed dividend

--

--

(3.150)

 

BALANCE CARRIED TO THE B/S

(34102.650)

(25312.700)

(23689.310)

 

 

 

 

 

 

EARNINGS IN FOREIGN CURRENCY

 

 

 

 

 

Exports on F.O.B. basis (excluding sales made to customers located in Nepal)

36621.780

37856.870

54114.790

 

 

Royalty, milestone, technical know-how and product development

503.390

538.170

613.160

 

 

Interest

177.990

104.540

131.180

 

 

Dividend

6121.320

10.040

11.830

 

 

Others (freight/ insurance recoveries and other operating revenues)

1728.700

1006.100

944.200

 

 

Profit on sale of intellectual property rights

4327.690

0.000

0.000

 

 

Settlement provision reversal

1458.050

0.000

0.000

 

TOTAL EARNINGS

50938.920

39515.720

55815.160

 

 

 

 

 

 

IMPORTS

 

 

 

 

 

Raw Materials (including packing materials)

8567.040

7179.750

7592.690

 

 

Components, stores and spare parts

123.400

145.750

134.290

 

 

Capital Goods

457.250

472.490

560.780

 

TOTAL IMPORTS

9147.690

7797.990

8287.760

 

 

 

 

 

 

Earnings/ (Loss) Per Share (Rs.)

(20.79)

(3.85)

(72.42)

 

 

QUARTERLY RESULTS

(Rs. In Millions)

Particulars

 

 

 

30.06.2014

(Unaudited)

 

 

 

1st Quarter

Net sales

 

 

21786.300

Total Expenditure

 

 

13212.800

PBIDT (Excluding Other Income)

 

 

8573.500

Other income

 

 

257.600

Operating Profit

 

 

8831.100

Interest

 

 

728.800

Exceptional Items

 

 

197.700

PBDT

 

 

8300.100

Depreciation

 

 

656.500

Profit Before Tax

 

 

7643.600

Tax

 

 

92.400

Profit after tax

 

 

7551.200

 

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2014

(15 Months)

31.12.2012

(12 Months)

31.12.2011

(12 Months)

PAT / Total Income

(%)

(11.49)

(2.47)

(38.05)

 

 

 

 

 

Net Profit Margin

(PBT/Sales)

(%)

(12.36)

(2.61)

(39.09)

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

(9.59)

(1.70)

(28.48)

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

(0.77)

(0.09)

(1.58)

 

 

 

 

 

Debt Equity Ratio

(Total Debt /Networth)

 

5.46

2.48

2.02

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

0.62

0.86

0.82

 

 

FINANCIAL ANALYSIS

[all figures are in Rupees Millions]

 

DEBT EQUITY RATIO

 

Particular

31.12.2011

(12 Months)

31.12.2012

(12 Months)

31.03.2014

(15 Months)

 

Rs. In Millions

Rs. In Millions

Rs. In Millions

Share Capital

2110.000

2114.570

2116.600

Reserves & Surplus

17131.640

17095.100

8848.270

Share Application money pending allotment

6.660

11.100

5.030

Net worth

19248.300

19220.770

10969.900

 

 

 

 

long-term borrowings

9524.110

19568.100

24721.880

Short term borrowings

29310.020

28067.950

35188.770

Total borrowings

38834.130

47636.050

59910.650

Debt/Equity ratio

2.018

2.478

5.461

 

 

YEAR-ON-YEAR GROWTH

 

Year on Year Growth

31.12.2011

(12 Months)

31.12.2012

(12 Months)

31.03.2014

(15 Months)

 

Rs. In Millions

Rs. In Millions

Rs. In Millions

Sales

77,990.570

63,035.440

68,649.370

 

 

(19.176)

8.906

 

 

 

NET PROFIT MARGIN

 

Net Profit Margin

31.12.2011

(12 Months)

31.12.2012

(12 Months)

31.03.2014

(15 Months)

 

Rs. In Millions

Rs. In Millions

Rs. In Millions

Sales

77,990.570

63,035.440

68,649.370

Profit

(30,520.490)

(1,623.390)

(8,789.950)

 

(39.13%)

(2.58%)

(12.80%)

 

 

 

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

Yes

32]

PAN of Proprietor/Partner/Director, if available

No

33]

Voter ID No of Proprietor/Partner/Director, if available

No

34]

External Agency Rating, if available

Yes

 

 

LITIGATION DETAILS:

 

High Court of Punjab and Haryana

                                      Chandigarh

Case Details For Case CA-117-2011

Diary Number

609725

District

Other-Districts

Category

--

Main Case Detail

CP-30-2011

Party Detail

M/S SUPRIYA PHARMACEUTICALS LIMITED V/S M/S RANBAXY LABORATORIES LIMITED

Advocate Name

AASHISH CHOPRA

List Type

 

Status

PENDING

Next Date

 

Case Listing Details

No Listing Data Available

Designed and Developed by National Informatics Centre

          Contents Published and Managed by Punjab and Haryana High Court, Chandigarh.            Disclaimer

 

UNSECURED LOAN:

 

Particulars

31.03.2014

(15 Months)

Rs. In Millions

31.12.2012

(12 Months)

Rs. In Millions

Long Term Borrowings

 

 

External commercial borrowings

17210.880

12046.100

Other

2500.000

2500.000

From other party

11.000

22.000

 

 

 

Short Term Borrowings

 

 

From Banks

1022.700

0.000

Other loans advances from banks

21298.540

20626.150

Commercial Paper

7750.000

3000.000

 

 

 

Total

49793.120

38194.250

 

 

CHANGE IN FINANCIAL YEAR

 

The Board of Directors of the Company approved change in the financial year of the Company from January-December to April-March effective April 1, 2014. In view of this, the current financial year is for a period of 15 months i.e. January 1, 2013 to March 31, 2014.

 

 

OPERATIONS

 

The Company continued to be among the top pharmaceutical companies from India with consolidated global sales of Rs.130,403.24 million for the period of fifteen months ended March 31, 2014. Profit before exceptional items, tax, share in loss of associates (net) and minority interest stood at Rs.1,225.75 million. However, the Company incurred a loss of Rs.10,852.52 million primarily due to provision for diminution in the value of investments, impairment of goodwill, stock provision/write off due to inclusion of Mohali and Toansa plants to certain terms of the Consent Decree by the US FDA and loss on foreign currency option derivatives.

 

During the period, in terms of the settlement with the US DOJ, the Group paid the settlement amount of US$ 515.40 million (including interest expense and other related cost) towards resolution of civil and criminal allegations. During the period, US FDA issued import alerts for the Company’s plants at Mohali and Toansa and advised that both these plants will be subject to certain terms of the Consent Decree earlier entered into by the Company. The Company proactively, temporarily stopped API supplies from Toansa and Dewas facilities to the rest of the world pending further internal review. This voluntary decision was taken as a precautionary measure and out of abundant caution to better allow the Company to assess and review the processes and controls at these sites.

 

In March 2014, US DOJ, United States Attorney’s Office for the District of New Jersey has issued an administrative subpoena seeking information primarily related to the Company’s API manufacturing facility at Toansa. The Company is fully cooperating with this information request.

 

The Company is continuing its focus for improving margins through innovative product development, better product mix, emphasis on branded products and control on cost. Significant measures have been taken for simplification of processes and structures which will result in improvement in productivity and efficiency across the organisation.

 

SCHEME OF ARRANGEMENT BETWEEN THE COMPANY AND SUN PHARMACEUTICAL INDUSTRIES LIMITED

 

The Board of Directors at its meeting held on April 6, 2014 approved the Scheme of Arrangement for merger of the Company with Sun Pharmaceutical Industries Ltd. (SPIL) with an Appointed Date of April 1, 2014 at a Share Exchange Ratio of 4 Equity Shares of SPIL of Re.1 each fully paid-up for every 5 Equity Shares of the Company of Rs.5 each fully paid-up subject to requisite regulatory approvals in India and overseas as well as the approval of shareholders, creditors and the Courts in India. The transaction will be beneficial to all the stakeholders of the Company. Post-merger, the combined entity is expected to have a leadership position in the Indian Pharmaceutical Market with about 9.2% market share and No.1 Indian Pharma Company in the USA market, with more than $2 billion in sales. The combined entity will have operations in 65 countries and 47 manufacturing facilities across the globe.

 

 

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

 

GLOBAL INDUSTRY STRUCTURE AND DEVELOPMENTS

 

The global expenditure on medicines is expected to exceed US$ 1 trillion for the first time in 2014 and reach almost US$ 1.2 trillion in 2017, up from US$ 956 billion in 2011. The market is forecasted to grow at a compounded annual growth rate (CAGR) of 3-6% over 2013-17. Of this increase, over 70% is expected to come from Pharmerging1 markets, which are expected to grow at 12-15%, while the rest of the growth is expected from the Developed3 markets, which could grow at 1-4% per annum. Sales in the largest pharmaceutical market, i.e., the United States of America (USA), is expected to be US$ 350-380 billion by 2017, with growth in the range of 1-4% per annum. Sales in Japan, the second largest pharmaceutical market is expected to be in the range of US$ 105-110 billion by 2017, reflecting a CAGR of 2-5% during the period 2013-17. The top 5 European markets are expected to grow at a CAGR of 0-3% for the period 2013-17, as compared to 2% CAGR for 2008-12, to achieve sales in the range of US$ 145-160 billion. Pharmerging market sales, with their higher rate of growth, are expected to match or slightly exceed those in the USA pharmaceutical market by 2017, in value terms.

 

The global pharmaceutical industry for patented products continues to remain fragmented and fiercely competitive as it faces increased genericisation. The generics industry, on the other hand, has the opportunity to capitalise on the products going off-patent in the coming years. In its attempt to cope with these challenges, the industry has witnessed consolidation; this may happen across the global market, especially in the generics space. The larger markets2 of the USA, Germany, France, Italy, the UK, Spain, Japan and China are expected to have a share of 67% of the world pharmaceuticals market in 2017 and to contribute 59% of the global growth in the 5 year period to 2017.

 

The Pharmerging markets are expected to grow at a significantly higher rate than the rest of the world and are expected to account for over 30% of the global pharmaceutical spending by 2017.


UNAUDITED FINANCIAL RESULTS FOR QUARTER ENDED 30.06.2014

 (Rs. In Millions)

Particulars

Quarter Ended

( Unaudited)

 

30.06.2014

1. Income from operations

 

a) Net sales/ Income from operation (net of excise duty)

21169.800

b) Other operating income

616.450

Total income from Operations(net)

21786.250

2.Expenditure

 

a) Cost of material consumed

2807.330

b) Purchases of stock in trade

1842.680

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

1027.390

d) Employees benefit expenses

2547.380

e) Depreciation and amortization expenses

656.450

f) Other expenditure

4273.180

g) Foreign exchange loss/(Gain)

24.440

Total expenses

13178.850

3. Profit from operations before other income and financial costs

8607.400

4. Other income

257.640

5. Profit from ordinary activities before finance costs

8865.040

6. Finance costs

1419.140

7. Net profit/(loss) from ordinary activities after finance costs but before exceptional items

7445.900

8. Exceptional item

197.700

9. Profit from ordinary activities before tax Expense:

7643.600

10.Tax expenses

92.370

11.Net Profit / (Loss) from ordinary activities after tax (9-10)

7551.230

12.Extraordinary Items (net of tax expense)

0.000

13.Net Profit / (Loss) for the period (11 -12)

7551.230

14.Paid-up equity share capital (Nominal value Rs.10/- per share)

2117.750

15. Reserve excluding Revaluation Reserves as per balance sheet of previous accounting year

 

16.i) Earnings per share (before extraordinary items) of Rs.10/- each) (not annualised):

 

(a) Basic and diluted

17.83

ii) Earnings per share (after extraordinary items)

 

(a) Basic and diluted

17.80

 

 

 

A. Particulars of shareholding

 

1. Public Shareholding

 

- Number of shares

144852564

- Percentage of shareholding

34.18

2. Promoters and Promoters group Shareholding-

 

a) Pledged /Encumbered

 

Number of shares

--

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

--

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

--

 

 

b) Non  Encumbered

 

Number of shares

268711323

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

100.00

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

63.40

 

 

 

B. Investor Complaints

 

Pending at the beginning of the quarter

Nil

Receiving during the quarter

1

Disposed of during the quarter

1

Remaining unreserved at the end of the quarter

Nil

 

NOTES:

 

1.       Sales outside India also include sales relating to First-To-File ('FTF') products in the United States of America ('USA') in certain periods. Further, pursuant to the accounting policy followed by the Company, sales outside India for certain periods presented include transfer pricing adjustments with its subsidiaries for materials already supplied to them (including supplied in earlier periods), determined on the basis of significant judgement and estimates.

 

2.       The amount represents foreign exchange gain/ (loss), net, on foreign currency option derivatives taken during previous years (other than on option derivatives relating to loans) which are accounted in accordance with Accounting Standard 30, "Financial Instruments: Recognition and Measurement".  

 

3.       a. The Company had, on September 16, 2013, received an 'import alert' from the Food and Drug Administration of the USA ('US FDA') on its manufacturing facility located in Mohali. Further, on January 23, 2014, the US FDA also prohibited the Company from manufacturing and distributing active pharmaceutical ingredients ('APIs') from its Toansa manufacturing facility and finished drug products containing APIs manufactured at this facility into the US regulated market. Consequentially, both the above facilities are subject to certain terms of the Consent Decree of permanent injunction entered into by the Company in January 2012 ('Consent Decree').

 

Considering the above matters, provisions/ write-off (primarily relating to inventories, trade commitments, sales return etc.), amounting to Rs. 3,557.92 had been recognised in the financial results for the fifteen months ended March 31, 2014, based on the best information and estimates available with the management.

b. The Department of Justice of the USA ("US DOJ'), United States Attorney's Office for the District of New Jersey had issued an administrative subpoena dated March 13, 2014 to the Company seeking information primarily related to the Company's API Toansa manufacturing facility in India for which a Form 483 was issued by the US FDA in January 2014. The Company is fully cooperating with this information request and is in dialogue with the US DOJ for submission of the requisite information.

 

4.       During the fifteen months ended March 31, 2014, the Company had negotiated and settled with the US DOJ for resolution of civil and criminal allegations on May 13, 2013 as per the decree of the court of Maryland. The Company had recorded a provision of Rs. 26,480 (USD 500 million) in the year ended December 31, 2011, to coverall civil and criminal liabilities. The settlement of this liability (along with related interest and other cost) in compliance with the terms of settlement is subject to regulatory statutory provisions. The above mentioned decreetal amount of liability (along with related interest and other cost) had been paid by the Company's US subsidiaries including Ranbaxy Pharmaceuticals Inc. ('RPI'), USA. a limited risk distributor. Under the said agreement of distribution, RPI had invoked indemnity for itself and inter alia its affiliates. The settlement amount had. accordingly, been apportioned between the Company and its US subsidiaries. The resultant accounting adjustment for reversal of earlier provision to the extent of apportionment to the US subsidiaries amounting to Rs. 1,458.05 (USD 26.1 million) had been disclosed as an exceptional item in the financial results for the quarter ended June 30, 2013 and fifteen months ended March 31, 2014.

 

5.       On exercise of Employees Stock Options, 207,529 equity shares have been allotted on July 14, 2014. The total number of Employees Stock Options outstanding as at June 30, 2014 were 4,633,878 out of which 3,301,966 have vested.

 

6.       Other income for the previous quarter and fifteen months ended March 31, 2014 include dividend received from Ranbaxy (Netherlands) B.V., The Netherlands, a subsidiary of the Company, amounting to Rs. 6,113.97.

 

7.       During the previous quarter and fifteen months ended March 31, 2014, the Company had transferred all significant risk and reward of ownership of the Intellectual Property of its branded generic product 'Ketanov' (including technology/ know-how, brand, marketing, authorisations, dossiers etc.) to its subsidiary in Romania The sales consideration of Rs. 4,327.69 was determined by the management on the basis of a valuation report by an expert, using best estimate. Pursuant to this transaction, the Company had recognised a gain of Rs. 4,327.69 which was disclosed as an exceptional item in the financial results for the previous quarter and fifteen months ended March 31, 2014.

 

8.       The Company's business activity falls within a single primary business segment viz. 'Pharmaceutical'.

 

9.       In accordance with an opinion of the Expert Advisory Committee ('EAC') of The Institute of Chartered Accountants of India, the shares issued to an Employee Stock Option Plan ('ESOP') trust but yet to be allotted to employees are required to be shown as a deduction from the share capital. Accordingly, as at June 30, 2014 and March 31, 2014, the paid-up equity share capital has been disclosed after deduction of Rs. 1.28 and Rs. 2.30 in respect of 255,818 and 459,602 such equity shares respectively, with a corresponding adjustment to the loan receivable from the ESOP trust. To conform to this presentation, the paid-up share capital as at June 30, 2013 has also been disclosed after deduction of Rs. 1.28 in respect of 256,160 such equity shares.

 

10.   With regard to the Scheme of Arrangement ('Scheme') providing inter-alia reduction of capital and merger of the Company with M/s. Sun Pharmaceutical Industries Limited ('SPIL') with effect from the appointed date of April 1, 2014, the National Stock Exchange of India Limited (NSE) and the Bombay Stock Exchange Limited (BSE) have, based on the observations of the Securities and Exchange Board of India (SEBI) with regard to the Scheme, conveyed their 'No Objection' in July 2014. Subsequently, the Company has filed an application with the Hon'ble High Court of Punjab & Haryana for convening the meeting of the Shareholders etc. as per the prescribed process for approval of the Scheme.

 

11.   Pursuant to Companies Act, 2013 ('the Act') being effective from April 1, 2014, the Company has revised depreciation rates on certain fixed assets as per the useful life specified in Part 'C' of Schedule II of the Act or as per the management's estimate based on internal evaluation. As a result of this change, the depreciation charge for the quarter ended June 30, 2014 is higher by Rs. 189.83. In respect of assets whose useful life is already exhausted as on April 1, 2014, depreciation of Rs. 179.39 (net of tax impact of Rs. 92.37) has been adjusted in Reserves and Surplus in accordance with the requirements of Schedule II of the Act.

 

12.   In view of the relevant provisions of the Act, the Company, during the current quarter, has not accrued any remuneration for its CEO and Managing Director, except for certain perquisites and amortisation of deferred employees stock options compensation aggregating to Rs. 1.80. The Company would be taking necessary steps to obtain approval from the Central Government, as required, in this regard under the provisions of the Act.

 

13.   During the fifteen months ended March 31, 2014. the Company had changed its financial year from January-December to April-March effective April 1, 2014 In view of this, the previous financial year was for a period of 15 months i.e. January 1, 2013 to March 31, 2014.

 

14.   Figures pertaining to previous periods have been reclassified to conform to the current period's classification.

 

15.   The above results were reviewed by the Audit Committee on July 28, 2014 and approved by the Board of Directors at their meeting held on July 29, 2014 and have undergone a "Limited Review" by the Statutory Auditors of the Company. The figures of the proceeding quarter ended March 31, 2014 as reported in these financial results are the balancing figures between audited figures in respect of the full fifteen months financial period ended March 31, 2014 and the published figures upto the fourth quarter of the fifteen months financial period. Also the figures upto the end of the fourth quarter of the fifteen months financial period were only reviewed and not subjected to audit.

 

 

INDEX OF CHARGE:

 

Sr. No.

Charge ID

Date of Charge Creation/Modification

Charge amount secured

Charge Holder

Address

Service Request Number (SRN)

1

10406999

18/02/2013

5,000,000,000.00

AXIS TRUSTEE SERVICES LIMITED

AXIS HOUSE, 2ND FLR, BOMBAY DYEING MILLS COMPOUND, PANDURANG BUDHKAR MARG, WORLI,, MUMBAI, MAHARASHTRA - 400025, INDIA

B68476811

2

80052154

30/12/2005

728,500,000.00

CITI BANK N.A.

JEEVAN VIHAR BUILDING PARLIAMENT STREET, NEW DELHI - 110001, INDIA

-

3

90172173

24/10/2003

3,000,000,000.00

STATE BANK OF INDIA

JEEVAN VYAPAR BHAVAN, 11 TH & 12TH FLOOR 1 TOLSTOY MARG, NEW DELHI- 110001, INDIA

-

4

90169791

09/04/2003

364,000,000.00

CREDIT LYONNAIS

6TH FLOOR 15 KASTURBA MARG, NEW DELHI, DELHI - 110001, INDIA

-

5

90169771

17/02/2003

301,700,000.00

DEUTCHE BANK

BRANCH OFFICE15-17 TOLSTOY, HOUSE TOLSTOY MARG,
NEW DELHI, DELHI - 110001, INDIA

-

6

90169680

03/07/2002

484,000,000.00

STANDARD CHARTERED BANK

PARLIAMENT STREET, NEW DELHI, DELHI, INDIA

-

7

80052153

24/10/2001

484,000,000.00

THE HONGKONG AND SHANGHAI BANKING CORPORATION LTD

ECE HOUSE K G MARG, NEW DELHI, DELHI - 110001, INDIA

-

8

90169551

12/03/2003 *

728,500,000.00

ABN AMRO BNAK N V

DLF CENTRE, PARLIAMENT STREET, NEW DELHI, DELHI -
110001, INDIA

-

9

90169517

30/03/2001

2,122,500,000.00

PUNJAB NATIONAL BAN K

7 BHIKAJI CAMA PLACE AFRICA, AVENUE, NEW DELHI, DELHI - 110066, INDIA

-

 

 

FIXED ASSETS:

 

Tangible assets

·                     Freehold Land

·                     Leasehold Land

·                     Buildings

·                     Plant and Machinery

·                     Furniture and Fixtures

·                     Office Equipments

·                     Vehicles

 

Intangible assets

·                     Product development

·                     Patent rights, trade marks, designs and Licenses

·                     Computer software

·                     Non-compete fee

 


PRESS RELEASE:

 

 

SUN PHARMA TO  ACQUIRE RANBAXY IN A US$4BILLION LANDMARK TRANSACTION

 

·                     To create world’s 5th largest specialty generic pharma company

·                     No. 1 pharma company in India with leadership position in 13 specialty segments

·                     No. 1 Indian pharma company in the US

·                     US$ 250 million of revenue and operating synergies by 3rd year post close

·                     Daiichi Sankyo to become the second largest shareholder in Sun Pharma

Mumbai and Gurgaon, India: Sun Pharmaceutical Industries Ltd.(Reuters: SUN.BO, Bloomberg: SUNP IN, NSE: SUNPHARMA, BSE: 524715) and Ranbaxy Laboratories Ltd (Reuters: RANB.BO, Bloomberg: RBXY IN,NSE: RANBAXY, BSE: 500359) today announced that they have entered into definitive agreements pursuant to which Sun Pharma will acquire 100% of Ranbaxy in an all-stock transaction. Under these agreements, Ranbaxy shareholders will receive 0.8 share of Sun Pharma for each share of Ranbaxy. This exchange ratio represents an implied value of `457 for each Ranbaxy share, a premium of 18% to Ranbaxy’s 30-day volume-weighted average share price and a premium of 24.3% to Ranbaxy’s 60-day volume-weighted average share price, in each case, as of the close of business on April 4, 2014.

The combination of Sun Pharma and Ranbaxy creates the fifth-largest specialty generics company in the world and the largest pharmaceutical company in India. The combined entity will have operations in 65 countries, 47 manufacturing facilities across 5 continents, and a significant platform of specialty and generic products marketed globally, including 629 ANDAs. On a pro forma basis, the combined entity’s revenues are estimated at US$ 4.2 billion with EBITDA of US$ 1.2billion for the twelve month period ended December 31, 2013.The transaction value implies a revenue multiple of 2.2 based on12 months ended December 31, 2013.

 

RANBAXY Q1 FY 2015 (APR’14-JUN’14) SALES RS.23.7 BN

 

Growth registered in Base business profitability

Gurgaon, India: The Board of Directors of Ranbaxy Laboratories Limited (RLL, NSE: RANBAXY, BSE: 500359), at its meeting held today, took on record the unaudited results for the Quarter ended June 30, 2014 (“Apr-Jun 2014”) under Indian GAAP.

Key Financial Highlights

Financial Performance for the quarter ended June 30, 2014 (Apr-Jun 2014)

·                     Consolidated Sales were Rs.23.7 Bn [Apr-June 2013: Sales Rs.25.8 Bn].

·                     Earnings before Interest, Tax, Depreciation & Amortization (EBITDA) was Rs.2.4 Bn.

Commenting on the business results for the Quarter, Arun Sawhney, CEO & Managing Director, Ranbaxy, said, “We continue to work towards growing our base business with focus on emerging markets, while at the same time, restoring the business on growth trajectory in our traditional markets such as USA and Europe.”

Key Highlights/ Developments

Business and Financial

·         On June 26, 2014, the Company received approval from the U.S. Food and Drug Administration (US FDA) to manufacture and market Valsartan 40 mg, 80 mg, 160 mg, and 320 mg tablets on an exclusive basis. Valsartan is indicated for the treatment of high blood pressure and heart failure. Total annual market sales for Diovan® were $2.19 billion (IMS – MAT: April 2014).

·         The India business recorded 12% growth as against the Indian Pharma Market (IPM) growth of 10%. The Company expects to continue the momentum in the months ahead. Base business EBITDA for the quarter ending June 2014 continued to grow over the corresponding period.

·         Ranbaxy maintained its strong market share in Absorica™, isotretenoin NDA in the USA. As of June 27, 2014 market share was ~20%.

 

Regulatory, Research & Development and Manufacturing

·         A joint inspection by multiple European Agencies including UK, Ireland, Germany, Switzerland and TGA Australia was successfully completed at the Toansa API facility during March 2014 with no critical observations. The inspection team concluded that there was no evidence that the products manufactured at the Toansa API facility have any product quality or patient safety issues. As a consequence on June 5, 2014, the EU authorities reinstated the EU GMP certificate for the Toansa facility.

·         The Company has received communications from the National Stock Exchange (NSE) and Bombay Stock Exchange (BSE) conveying their No Objection based on the observations of the Securities and Exchange Board of India (SEBI) in regard to the Scheme of Arrangement for merger of the Company with Sun Pharmaceutical Industries Ltd.

·         The Company has filed a petition with the Honourable High Court of Punjab & Haryana to convene meetings of shareholders etc.

 

Global Sales

·         Consolidated sales for the Quarter were Rs.23.7 Bn as compared to Rs.25.8 Bn during the corresponding quarter.

·         Branded and OTC category contributed Rs.13.7 Bn accounting for 58% of total sales during the Quarter. Generics and others category recorded Rs.10 Bn of sales for the Company during the Quarter.

·         North America: Sales for the Quarter were Rs.7.6 Bn.

·         In the USA, sales for the Quarter were Rs.7.0 Bn primarily driven by AbsoricaTM with a market share of 20% (IMS June’14).

·         India: In the domestic market, sales for the Quarter were Rs.6.1 Bn, a growth of 12% over the corresponding period.

·         OTC business (Consumer Healthcare) contributed Rs.0.9 Bn

·         East Europe & CIS: The region recorded sales of Rs.3.4 Bn. Despite the challenges in the Ukrainian belt, Ranbaxy continues to work effectively.

·         West Europe: Sales for the Quarter were Rs.2.4 Bn, a growth of 10% over the corresponding quarter. Growth was led by all round performance in UK, Germany and Spain.

·         Africa and Middle East: Sales for the Quarter were Rs.2.0 Bn.

·         Asia Pacific and LATAM (including Sri Lanka): Sales for the Quarter were Rs.1.6 Bn.

·         In LATAM sales for the Quarter were Rs.0.4 Bn

·         API business and others contributed sales of Rs.0.5 Bn. Business was impacted by the voluntary suspension of shipments from its Toansa and Dewas facilities.

 


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.60.47

UK Pound

1

Rs.100.35

Euro

1

Rs.79.86

 

 

INFORMATION DETAILS

 

Information Gathered by :

PRT

 

 

Analysis Done by :

KRN

 

 

Report Prepared by :

NKT


 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

6

PAID-UP CAPITAL

1~10

6

OPERATING SCALE

1~10

6

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

6

--PROFITABILIRY

1~10

4

--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

YES

--LITIGATION

YES/NO

YES

--OTHER ADVERSE INFORMATION

YES/NO

NO

MERIT POINTS

 

 

--SOLE DISTRIBUTORSHIP

YES/NO

NO

--EXPORT ACTIVITIES

YES/NO

NO

--AFFILIATION

YES/NO

YES

--LISTED

YES/NO

YES

--OTHER MERIT FACTORS

YES/NO

YES

DEFAULTER

 

 

--RBI

YES/NO

NO

--EPF

YES/NO

NO

 

 

 

TOTAL

 

52

 

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.