|
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, |
|
|
|
|
Country : |
|
|
|
|
|
Financials (as
on) : |
31.03.2014 |
|
|
|
|
Date of
Incorporation : |
16.06.1961 |
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|
|
|
Com. Reg. No.: |
16-003747 |
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|
|
|
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 |
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|
|
|
Legal Form : |
Public Limited Liability Company. The Company’s Shares are Listed on the Stock Exchanges. |
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|
|
|
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 |
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|
|
|
Payment Behaviour : |
Regular |
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|
|
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Litigation : |
Exist |
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|
|
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 : |
corporate.communications@ranbaxy.com
|
|
Website : |
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Corporate Office : |
Plot No.90, Sector 32, Gurgaon – 122001, Haryana, India |
|
Tel. No.: |
91-124-4135000 |
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Fax No.: |
91-124-4135001/ 4106490 |
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E-Mail : |
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Research and |
Plot No.20, Sector - 18, Udyog Vihar Industrial Area, Gurgaon –
122001, Haryana, India |
|
Tel. No.: |
91-124 2342001-10 |
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Fax No.: |
91-124-2343545 |
|
E-Mail : |
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Factory 2 : |
Village Toansa,
P.O. Railmajra, District Nawansahar – 144533, Punjab, India |
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Factory 3 : |
Industrial Area
3, A.B. Road, Dewas – 450 001, Madhya Pradesh, India |
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Factory 4 : |
Village and P.O.
Ganguwala, Tehsil Paonta Sahib, District Sirmour – 173025, Himachal Pradesh,
India |
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Factory 5 : |
Village
Batamandi, Tehsil Paonta Sahib, District Sirmour – 173025, Himachal Pradesh,
India |
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Factory 6 : |
Plot No.B-2,
Madkaim Industrial Estate, Ponda, Goa, India |
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Factory 7 : |
K-5, 6, 7,
Ghirongi, Malanpur, District Bhind – 477116, Madhya Pradesh, India |
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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 |
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|
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
268711323 |
64.97 |
|
|
268711323 |
64.97 |
|
Total shareholding of Promoter and Promoter Group (A) |
268711323 |
64.97 |
|
(B) Public Shareholding |
|
|
|
|
|
|
|
|
2084596 |
0.50 |
|
|
917145 |
0.22 |
|
|
31378971 |
7.59 |
|
|
52627223 |
12.73 |
|
|
87007935 |
21.04 |
|
|
|
|
|
|
13629418 |
3.30 |
|
|
|
|
|
|
37291327 |
9.02 |
|
|
3982456 |
0.96 |
|
|
2941428 |
0.71 |
|
|
2123218 |
0.51 |
|
|
229609 |
0.06 |
|
|
588601 |
0.14 |
|
|
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 |
|
|
0 |
0.00 |
|
|
10241923 |
0.00 |
|
|
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. |
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Products : |
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GENERAL INFORMATION
|
No. of Employees : |
11784
(Approximately) |
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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 |
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Facilities : |
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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, |
- |
|
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 - |
- |
|
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.
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.”
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 |
||
This report is issued at your request without any
risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL)
or its officials.