MIRA INFORM REPORT

 

 

Report No. :

318252

Report Date :

22.04.2015

 

IDENTIFICATION DETAILS

 

Name :

CLARIS LIFESCIENCES LIMITED (w.e.f. 31.03.1999)

 

 

Formerly Known As :

ORACLE LABORATORIES LIMITED

 

 

Registered Office :

Claris Corporate Headquarters, Near Parimal Crossing, Ellisbridge, Ahmedabad – 380006, Gujarat

Tel. No.:

91-79-26563331/ 66309330

 

 

Country :

India

 

 

Financials (as on) :

31.12.2013

 

 

Date of Incorporation :

19.07.1994

 

 

Com. Reg. No.:

04-22543

 

 

Capital Investment / Paid-up Capital :

Rs.638.178 Million

 

 

CIN No.:

[Company Identification No.]

L85110GJ1994PLC022543

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

AHMC00478C

 

 

Legal Form :

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

 

 

Line of Business :

Manufacturer of Drugs and Pharmaceuticals.

 

 

No. of Employees :

Information declined by the management

 

 

RATING & COMMENTS

 

MIRA’s Rating :

A (62)

 

RATING

STATUS

PROPOSED CREDIT LINE

56-70

A

Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums

Fairly Large

 

Status :

Good

 

 

Payment Behaviour :

Regular

 

 

Litigation :

Clear

 

 

Comments :

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

 

Sales turnover of the company has declined over previous year but management has able to maintain decent profitability margins by 11% (Approximately)

 

Rating also takes into consideration company’s established track record of business operation in pharmaceutical segment supported by sound financial base and adequate liquidity profile of the company.

 

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

 

The company can be considered good for normal business dealings at usual trade terms and conditions.

 

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

 

 

RBI DEFAULTERS’ LIST STATUS

 

Subject’s name is not enlisted as a defaulter in the publicly available RBI Defaulters’ list.

 

EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS

 

Subject’s name is not enlisted as a defaulter in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of 31-03-2014.

 

INFORMATION DECLINED BY

 

Name :

Mr. Kaushal Purohit

Designation :

Accounts Department

Contact No.:

91-79-26563331

Date :

20.04.2015

 

 

LOCATIONS

 

Registered/ Corporate Office/ Global Headquarters :

Claris Corporate Headquarters, Near Parimal Crossing, Ellisbridge, Ahmedabad – 380006, Gujarat, India

Tel. No.:

91-79-26563331/ 66309330

Fax No.:

91-79-26408053/ 26565879/ 26408055

E-Mail :

claris@clarislifesciences.com

intl.corp@clarislifesciences.com

crcproducts.corp@clarislifessciences.com

crf@clarislifesciences.com

kirit.kanjaria@clarislifesciences.com  

secretarial.corp@clarislifesciences.com

Website :

http://www.clarislifesciences.com

 

 

Head Office :

Corporate Towers, A-3, “Sangeeta”, Near Parimal Crossing, Ellisbridge, Ahmedabad – 380 006, Gujarat, India

Tel. No.:

91-79-26563331

Fax No.:

91-79-26408053/ 26565879/ 26408055

E-Mail :

claris@clarislifesciences.com 

intl.corp@clarislifesciences.com                    

crcproducts.corp@clarislifessciences.com 

crf@clarislifesciences.com

kirit.kanjaria@clarislifesciences.com

Website:

http://www.clarislifesciences.com

 

 

Factory 1 :

A-3, “Sangeeta”, Near Parimal Crossing, Ellisbridge, Ahmedabad – 380 006, Gujarat

 

 

Factory 2 :

Village: Chacharwadi, Vasna, Taluka Sanand, Ahmedabad-382213, Gujarat, India

 

 

Overseas Office :

 

Address:

Claris Lifesciences AG

Fal Consulting Seestrasse 5, CH-6030 CHAM, Switzerland

Tel No.:

91-41-41-7808766

Fax No.:

91-41-56-6228257

E-Mail :

falego@cs.com

 

 

Address:

16, Malaya Dmitrovka Street, Moscow, Russia

Tel No.:

91-7-095-2996610

Fax No.:

91-7-095-2999695

 

 

Address:

Zeus Lifesciences Limited

Rua Estados Unidos, 242, CEP 01427-00, Jardim America, Sao Paulo, Brazil

Tel No.:

91-55-11-38847263

Fax No.:

91-55-11-30517888        

E-Mail :

zeuslife@uol.com.br

 

 

Address:

Claris Lifesciences Kazakhstan Limited

Kazakhstan, Almaty, Republican Square, 15

Tel No.:

91-32-72-306363 / 308251

Email:

intl.kazath@clarislifesciences.com

 

 

Address:

13 Pushkin Street, Ground Floor, Opposite Central Mosque, Almaty, Republic of Kazakhstan

Tel No.:

91-7-3272-583193/ 583194

Fax No.:

91-7-3272-583195

 

 

Regional Office:

Located at:-

 

  • USA and Canada
  • UK and Europe
  • Latin America
  • China
  • CIS
  • Asia
  • Middle East
  • Africa
  • Australia

 

 

DIRECTORS

 

As on 31.12.2013

 

Name :

Mr. Surrinder Lal Kapur

Designation :

Chairman and Independent Director

 

 

Name :

Mr. Arjun Sushilkumar Handa

Designation :

Managing Director and Chief Executive Officer

Address :

"Sharanya" Judges Bunglow Road. Vastrapur, Bodakdev, Ahmedabad- 380054, Gujarat, India

Date of Birth/Age :

30.09.1979

Date of Appointment :

19.02.2001

 

 

Name :

Mr. Aditya Sushilkumar Handa

Designation :

Director

Address :

"Sharanya" Judges Bunglow Road. Vastrapur, Bodakdev, Ahmedabad- 380054, Gujarat, India

Date of Birth/Age :

14.03.1985

Date of Appointment :

13.06.2006

 

 

Name :

Mr. Chetankumar Satyendra Majumdar

Designation :

Director

Address :

B-201, Suryaketu Tower, Near Sambhav Press, Judges Bungalow Road, Bodakdev, Ahmedabad 380 054, Gujarat, India

Date of Birth/Age :

16.06.1952

Date of Appointment :

02.10.2003

 

 

Name :

Mr. Chandrasingh Purohit

Designation :

Whole Time Director

Address :

17. Rajvi Emeralds, Nr. Gala Gymkhana, Bopal, Ahmedabad – 380054, Gujarat, India

Date of Birth/Age :

15.09.1973

Date of Appointment :

03.07.2009

 

 

Name :

Mr. T V Ananthnarayanan

Designation :

Director

Address:

1/183, Kankam, East  Coast Road, Koltivakka, Chennai-600041, Tamilnadu, India

Date of Birth/Age:

28.03.1950

Date of Appointment:

28.01.2008

 

 

Name :

Mr. Anup P Shah

Designation :

Additional Independent Director

 

 

KEY EXECUTIVES

 

Name :

Mr. Kirit Kanjaria

Designation :

VP-Company Secretary and Compliance Officer

 

 

Name :

Mr. Modi

Designation :

Accounts Manager

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

As on 31.12.2014

 

Category of Shareholder

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.gifBodies Corporate

33281964

60.99

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

33281964

60.99

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

 

 

Total shareholding of Promoter and Promoter Group (A)

33281964

60.99

(B) Public Shareholding

 

 

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

 

 

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

2500

0.00

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

7363116

13.49

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

6159267

11.29

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

13524883

24.79

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

 

 

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

1841463

3.37

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

3270474

5.99

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

583081

1.07

http://www.bseindia.com/include/images/clear.gifQualified Foreign Investor

1623440

2.98

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

442460

0.81

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

106989

0.20

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

335471

0.61

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

7760918

14.22

Total Public shareholding (B)

21285801

39.01

Total (A)+(B)

54567765

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)

0

0.00

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

0

0.00

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

0

0.00

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

54567765

0.00

 

 

 

 

Shareholding belonging to the category "Promoter and Promoter Group"

 

 

Sl.No.

Name of the Shareholder

Details of Shares held

Encumbered shares (*)

Total shares (including underlying shares assuming full conversion of warrants and convertible securities) as a % of diluted share capital

 

 

No. of Shares held

As a % of grand total (A)+(B)+(C)

No

As a percentage

As a % of
grand total
(A)+(B)+(C) of sub-clause (I)(a)

 

1

Athanas Enterprises Private Limited

2,73,53,580

50.13

0

0.00

0.00

50.13

2

Abellon Energy Limited

59,28,384

10.86

5928384

100.00

10.86

10.86

 

Total

3,32,81,964

60.99

5928384

17.81

10.86

60.99

 

 

Shareholding belonging to the category "Public" and holding more than 1% of the Total No. of Shares

 

 

S. No.

Name of the Shareholder

No. of Shares held

Shares as % of Total No. of Shares

Total shares (including underlying shares assuming full conversion of warrants and convertible securities) as a % of diluted share capital

1

First Carlyle Ventures III

6159267

11.29

11.29

2

Privatban Kihng Zurich AG

1302215

2.39

2.39

3

Signet Healthcare Partners QP Partnership III LP

1216982

2.23

2.23

4

Orbimed Partners Masters Mauritius Ltd

1378745

2.53

2.53

5

Orbimed Partners II Mauritius Limited

1065363

1.95

1.95

6

Barclays Capital Mauritius Limited

997284

1.83

1.83

7

Max Life Insurance Company A/c ULIF01425/03/08 LIFEDYNOP PI04- Dynamic Opportunities Fund

836980

1.53

1.53

8

Copthall Mauritius Investment Limited

719433

1.32

1.32

 

Total

13676269

25.06

25.06

 

 

Shareholding belonging to the category "Public" and holding more than 5% of the Total No. of Shares

 

 

Sl. No.

Name(s) of the shareholder(s) and the Persons Acting in Concert (PAC) with them

No. of Shares

Shares as % of Total No. of Shares

Total shares (including underlying shares assuming full conversion of warrants and convertible securities) as a % of diluted share capital

 

 

 

 

 

1

First Carlyle Ventures III

6159267

11.29

11.29

 

Total

6159267

11.29

11.29

 

 

BUSINESS DETAILS

 

Line of Business :

Manufacturer of Drugs and Pharmaceuticals.

 

 

Products :

Products Description

Item Code No.

 

Injectables

300320

Infusions

300320

 

 

Brand Names :

Not Available

 

 

Agencies Held :

Not Available

 

 

Exports :

Not Divulged

 

 

Imports :

Not Divulged

 

 

Terms :

 

Selling :

Not Divulged

 

 

Purchasing :

Not Divulged

 

PRODUCTION STATUS NOT AVAILABLE

 

 

GENERAL INFORMATION

 

Suppliers :

 

Reference :

Not Divulged

Name of the Person :

Not Divulged

Contact No.:

Not Divulged

Since How Long Known :

Not Divulged

Experience :

Not Divulged

Maximum Limit Dealt :

Not Divulged

 

 

Customers :

 

Reference :

Not Divulged

Name of the Person :

Not Divulged

Contact No.:

Not Divulged

Since How Long Known :

Not Divulged

Experience :

Not Divulged

Maximum Limit Dealt :

Not Divulged

 

 

No. of Employees :

Information declined by the management

 

 

 

 

Bankers :

  • Canara Bank
  • Indian Overseas Bank
  • Punjab National Bank
  • Andhra Bank
  • Allahabad Bank
  • Central Bank of India
  • Vijaya Bank
  • Barclays Bank Plc

 

 

Facilities :

(Rs. In Million)

Secured Loan

As on

31.12.2013

As on

31.12.2012

Long Term Borrowings

 

 

External Commercial Borrowing-in Foreign Currency (a)

0.000

1917.300

Rupee term loans (a)

1137.997

928.215

Vehicle Loans (c)

0.687

2.238

Loans from others

 

 

Rupee term loan from a Finance Company (a)

129.391

141.000

Vehicle Loan from Finance Companies (c)

0.219

0.713

Short Term Borrowings

 

 

Cash Credit accounts (b)

830.587

1805.463

Buyers' Credit (b)

224.078

198.304

Total

2322.959

4993.233

 

Notes :

a. Term Loans are secured by first pari passu charge by hypothecation of specified moveable fixed assets, mortgage over immovable fixed assets and second pari passu charge over stocks, receivables and specified immovable properties in favor of the Banks.

b. Cash Credit Accounts and buyers' credit are secured by first pari passu charge by hypothecation of all current assets of the Company (present and future); second pari passu charge by hypothecation of movable fixed assets (present and future), by mortgage on specified immovable fixed assets of the Company (present and future) and by first pari passu charge through equitable mortgage on specified immovable property of the Company.

c. The term loan is secured by first and exclusive charge over the immovable and movable assets of Solar Plant located at Modasa.

d. Vehicle loans from banks and finance companies are secured by hypothecation of respective vehicles.

 

e. The terms of repayment of term loans and other loans :

Particulars

Rs. In Million

Principal terms

Rupee term loans

1376.992

Repayable in equated quarterly installments of Rs. 60.151 Million

 

2,43.000

Repayable in equated monthly installments of Rs. 8.333 Million

Vehicle Loans

3.164

Repayable in equated monthly installments of Rs. 0.188 Million

 

Auditors :

 

Name :

Deloitte Haskins and Sells

Chartered Accountants

Address :

Heritage, 3rd Floor, Near Gujarat Vidyapeeth, Off. Ashram Road, Ahmedabad – 380014, Gujarat, India

 

 

Subsidiary Companies :

  • Claris Lifesciences Venezuela C. A
  • Claris Produtos Farmaceuticos Do Brasil Limitada
  • PT. Claris Lifesciences Indonesia
  • Claris Lifesciences Colombia Limitada
  • iCubix Infotech Limited
  • Catalys Venture Cap Limited
  • Claris Lifesciences International Limited
  • Claris Lifesciences Philippines Inc
  • Claris Lifesciences De Mexico SA de CV
  • Claris Lifesciences (UK) Limited
  • Claris Lifesciences (Aust) Pty. Limited
  • Claris Lifesciences Inc.
  • Claris Lifesciences & CIA Chile Limitada
  • OGEN Nutrition Limited
  • Claris Infrastructure Limited
  • Claris Pharmaservices
  • Claris SteriOne
  • Claris Otsuka Limited (upto July 31, 2013)

 

 

Associate Company

Claris Otsuka Limited (from August 1, 2013)

 

 

Companies over which Key Management Personnel and their relatives are able to exercise significant influence

  • Sarjan Financial Private Limited
  • Medical Technologies Limited

 


 

CAPITAL STRUCTURE

 

As on 31.03.2013

 

Authorised Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

120510000

Equity Shares

Rs.10/-each

Rs.1205.100 Million

 

 

 

 

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

63817765

Equity Shares

Rs.10/- each

Rs.638.178 Million

 

 

 

 

 

 

  1. Reconciliation of number of equity shares outstanding at the beginning and at the end of the reporting year :

 

Names of Shareholders

No. of Shares

As at beginning of the year

63817765

Add: Issued during the year

-

Outstanding at the end of the year

63817765

 

  1. Rights, Preferences and Restrictions attached to equity shares

 

The Company has one class of equity shares having a par value of Rs.10 per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the company after distribution of all preferential amounts in proportion to their shareholding

 

  1. Shareholders holding more than 5% of total equity shares

 

Names of Shareholders

No. of Shares

Percentage of Holding

Athanas Enterprise Private Limited

31580679

49.49%

First Carlyle Ventures III

7111095

11.14%

Abellon Energy Limited

6844532

10.73%

 

 

  1. Details of bonus shares issued during last five years

 

Names of Shareholders

No. of Shares

 

 

Equity shares allotted as fully paid-up shares of Rs.10 each for a consideration other than cash pursuant to capitalization of securities premium account during the financial year ended December 31, 2010

17061763

 

 

 

FINANCIAL DATA

[all figures are in Rupees Million]

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

 

31.12.2013

31.12.2012

31.12.2011

I.              EQUITY AND LIABILITIES

 

 

 

(1)Shareholders' Funds

 

 

 

(a) Share Capital

638.178

638.178

638.178

(b) Reserves & Surplus

8863.140

8723.913

8128.092

(c) Money received against share warrants

0.000

0.000

0.000

 

 

 

 

(2) Share Application money pending allotment

0.000

0.000

0.000

Total Shareholders’ Funds (1) + (2)

9501.318

9362.091

8766.270

 

 

 

 

(3) Non-Current Liabilities

 

 

 

(a) long-term borrowings

1268.294

2989.466

1817.220

(b) Deferred tax liabilities (Net)

589.685

716.699

602.444

(c) Other long term liabilities

0.000

13.353

34.188

(d) long-term provisions

59.112

88.125

63.632

Total Non-current Liabilities (3)

1917.091

3807.643

2517.484

 

 

 

 

(4) Current Liabilities

 

 

 

(a) Short term borrowings

1054.665

2003.767

1894.918

(b) Trade payables

1031.721

1004.521

878.642

(c) Other current liabilities

2928.217

1668.410

1383.269

(d) Short-term provisions

900.993

196.579

257.769

Total Current Liabilities (4)

5915.596

4873.277

4414.598

 

 

 

 

TOTAL

17334.005

18043.011

15698.352

 

 

 

 

II.            ASSETS

 

 

 

(1) Non-current assets

 

 

 

(a) Fixed Assets

 

 

 

(i) Tangible assets

5031.623

8047.399

6613.488

(ii) Intangible Assets

19.650

0.000

1.919

(iii) Capital work-in-progress

1732.926

1742.679

419.142

(iv) Intangible assets under development

0.000

0.000

0.000

(b) Non-current Investments

186.062

166.562

170.572

(c) Deferred tax assets (net)

0.000

0.000

0.000

(d)  Long-term Loan and Advances

951.019

1990.422

1942.608

(e) Other Non-current assets

0.000

12.600

17.600

Total Non-Current Assets

7921.280

11959.662

9165.329

 

 

 

 

(2) Current assets

 

 

 

(a) Current investments

6088.199

0.000

0.000

(b) Inventories

392.532

1719.480

1521.076

(c) Trade receivables

1547.909

2479.354

2438.562

(d) Cash and cash equivalents

891.285

1133.439

1511.712

(e) Short-term loans and advances

376.470

734.156

1048.611

(f) Other current assets

116.330

16.920

13.062

Total Current Assets

9412.725

6083.349

6533.023

 

 

 

 

TOTAL

17334.005

18043.011

15698.352

 

 

 

PROFIT & LOSS ACCOUNT

 

 

PARTICULARS

31.12.2013

31.12.2012

31.12.2011

 

SALES

 

 

 

 

 

Income

6381.800

7180.138

6513.843

 

 

Other Income

404.953

121.315

159.230

 

 

TOTAL                                     (A)

6786.753

7301.453

6673.073

 

 

 

 

 

Less

EXPENSES

 

 

 

 

 

Cost of Materials Consumed

1509.100

2178.021

2286.555

 

 

Purchases of Stock-in-Trade

937.823

424.288

370.646

 

 

Changes in inventories of finished goods, work-in-progress and Stock-in-Trade

(14.273)

(186.983)

(122.236)

 

 

Employees benefits expense

472.487

492.281

430.450

 

 

Other expenses

1899.505

1959.479

1662.083

 

 

Exceptional Items

(150.598)

4.510

0.000

 

 

TOTAL                                     (B)

4654.044

4871.596

4627.498

 

 

 

 

 

Less

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

2132.709

2429.857

2045.575

 

 

 

 

 

Less

FINANCIAL EXPENSES                                    (D)

521.012

649.124

552.988

 

 

 

 

 

 

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

1611.697

1780.733

1492.587

 

 

 

 

 

Less/ Add

DEPRECIATION/ AMORTISATION                     (F)

579.611

717.944

543.414

 

 

 

 

 

 

PROFIT BEFORE TAX (E-F)                              (G)

1032.086

1062.789

949.173

 

 

 

 

 

Less

TAX                                                                  (H)

219.901

318.627

251.640

 

 

 

 

 

 

PROFIT AFTER TAX (G-H)                                (I)

812.185

744.162

697.533

 

 

 

 

 

Add

PREVIOUS YEARS’ BALANCE BROUGHT FORWARD

4688.557

4149.236

3652.051

 

 

 

 

 

Less

APPROPRIATIONS

 

 

 

 

 

Transfer to General Reserve

83.000

56.500

52.500

 

 

Proposed Dividend

574.360

127.635

127.635

 

 

Corporate tax on dividend

97.612

20.706

20.706

 

 

Tax on Dividend of earlier year Reversed

0.986

0.000

(0.493)

 

BALANCE CARRIED TO THE B/S

4744.784

4688.557

4149.236

 

 

 

 

 

 

EARNINGS IN FOREIGN CURRENCY

 

 

 

 

 

FOB Value of Exports

3535.446

3378.760

2765.082

 

 

Operating Income

5.426

0.000

0.000

 

 

Sales of Voluntary Carbon Reduction Units

23.551

21.530

14.782

 

TOTAL EARNINGS

3564.423

3400.290

2779.864

 

 

 

 

 

 

IMPORTS

 

 

 

 

 

Raw Materials

658.806

673.184

457.602

 

 

Purchase of goods traded in

8.413

46.379

81.158

 

 

Packing Material

183.948

168.966

86.042

 

 

Plant and Machinery

178.333

1368.755

70.907

 

 

Stores and spares

3.201

11.538

5.050

 

TOTAL IMPORTS

1032.701

2268.822

700.759

 

 

 

 

 

 

Earnings Per Share (Rs.)

12.73

11.66

10.93

 

 

QUARTERLY RESULTS

 

PARTICULARS

 

 

31.03.2014

30.06.2014

Type

 

1st Quarter

2nd Quarter

Net Sales

 

1287.100

1428.400

Total Expenditure

 

1094.200

1196.400

PBIDT (Excl OI)

 

192.900

231.900

Other Income

 

179.900

138.000

Operating Profit

 

372.800

369.900

Interest

 

87.100

90.500

Exceptional Items

 

0.000

0.000

PBDT

 

285.700

279.400

Depreciation

 

82.400

84.300

Profit Before Tax

 

203.200

195.100

Tax

 

37.500

59.100

Provisions and contingencies

 

0.000

0.000

Profit After Tax

 

165.700

136.0.000

Extraordinary Items

 

0.000

0.000

Prior Period Expenses

 

0.000

0.000

Other Adjustments

 

0.000

0.000

Net Profit

 

165.700

136.000

 

KEY RATIOS

 

PARTICULARS

 

 

31.12.2013

31.12.2012

31.12.2011

PAT / Total Income

(%)

11.97

10.19

10.45

 

 

 

 

 

Net Profit Margin

(PBT/Sales)

(%)

16.17

14.80

14.57

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

6.70

6.59

6.28

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

0.11

0.11

0.11

 

 

 

 

 

Debt Equity Ratio

(Total Debt /Networth)

 

0.24

0.53

0.42

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

1.59

1.25

1.48

 

 

FINANCIAL ANALYSIS

[all figures are in Rupees Million]

 

DEBT EQUITY RATIO

 

Particular

31.12.2011

31.12.2012

31.12.2013

 

(Rs. In Million)

(Rs. In Million)

(Rs. In Million)

Share Capital

638.178

638.178

638.178

Reserves & Surplus

8128.092

8723.913

8863.140

Net worth

8766.270

9362.091

9501.318

 

 

 

 

long-term borrowings

1817.220

2989.466

1268.294

Short term borrowings

1894.918

2003.767

1054.665

Total borrowings

3712.138

4993.233

2322.959

Debt/Equity ratio

0.423

0.533

0.244

 

 

YEAR-ON-YEAR GROWTH

 

Year on Year Growth

31.12.2011

31.12.2012

31.12.2013

 

(Rs. In Million)

(Rs. In Million)

(Rs. In Million)

Sales

6513.843

7180.138

6381.800

 

 

10.229

(11.119)

 

 

NET PROFIT MARGIN

 

Net Profit Margin

31.12.2011

31.12.2012

31.12.2013

 

(Rs. In Million)

(Rs. In Million)

(Rs. In Million)

Sales

6513.843

7180.138

6381.800

Profit

697.533

744.162

812.185

 

10.71%

10.36%

12.73%

 

 

 

LOCAL AGENCY FURTHER INFORMATION

 

CURRENT MATURITY OF LONG TERM BORROWINGS DETAIL:

(Rs. In Million)

Particulars

31.12.2013

31.12.2012

31.12.2011

Current maturities of long-term debt

354.862

427.712

374.288

Total

354.862

427.712

374.288

           

 

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

Yes

10]

Designation of contact person

Yes

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

----------------------

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

 

 

RESULTS OF OPERATIONS:

 

During the financial year the Company’s income from net sales stood at Rs. 6583.755 Million as against Rs. 7627.234 Million in the previous year. As highlighted earlier, the previous year’s figures are not comparable in view of the divestment of Infusion business on July 31, 2013.

 

Their revenues from international markets stood at Rs. 4382.702 Million as compared to Rs. 4067.123 Million in previous financial year representing 66.57% of the net revenues as compared to 53.32 % of previous financial year.

 

EBITDA, PBT and PAT reached to Rs.2099.740 Million, Rs.1074.855 Million and Rs.844.097 Million respectively as against Rs.2751.029 Lacs, Rs.1357.812 Million and Rs.1039.112 Million respectively, in the previous year.

 

As a percentage of net sales, the EBITDA, PBT and PAT margins stood at 31.89%, 16.33% and 12.82% respectively in fiscal year 2013 compared to 36.07%, 17.80% and 13.62% respectively in the previous year.

 

The Company reported gain of Rs.150.598 Million on sale of it’s infusion business to Claris Otsuka Limited, the erstwhile wholly-owned subsidiary of the company.

 

Detailed analyses of the financials have been provided in the Management Discussion and Analysis which is a part of this Directors Report.

 

FURTURE OUTLOOK / GROWTH PLANS:

 

The Company will focus on its speciality generics injectables business and will target its next phase of growth through new product launches in international market, especially in the key Regulated Markets of US and European Union. The Company will increase its focus on development and launch of niche products targeted for the US and EU, the company intends to build a pipeline of 100 ANDAs for the US over the next three years, some of these products may also be acquired inorganically.

 

To meet the growing demands of Injectable products in the International Markets the company has commenced projects for capacity expansion to meet the growing demand of its products in the US and EU and to introduce new delivery systems. As part of the expansion process, two projects have been initiated for the year 2014, (i) packaging automation for the flagship plant Clarion 1, this will increase the overall capacities of the plant; and (ii) Installation of two manufacturing lines in Clarion 5, these lines will cater to Aseptic as well as Terminally Sterilised products and also have the capability to manufacture Lyophilised products.

 

MANAGEMENT DISCUSSION AND ANALYSIS

 

2014 M&A OUTLOOK

A recent survey by KPMG indicated 41% of the respondents felt that Mergers and Acquisitions would be most active in Healthcare, Pharamaceuticals and Life Sciences, this was second only to the TMT sector where 44% respondents felt would be the most active sector in M&A. Futher, more than 83% respondents felt that the US would be the most popular deal destination as large pharma companies seek out companies to enhance product basket & delivery systems, enter new revenue growth areas, expand customer base or seek cost efficiencies in regions where there is a distinct cost advantage as compared to US.

 

Larger corporations and PE funds are sitting on investable capital and feel positive about the current deal environment. Interest rates in the US are low and the economy is improving. Despite these positive factors the M&A has not been as active as expected in 2013. However deals are expected to pick up as companies seek to grow inorganically in 2014.

 

Financial Performance

The financial statements have been prepared in compliance with the requirements of the Companies Act, 1956 and Generally Accepted Accounting Principles (GAAP) in India. The revised Schedule VI of the Companies Act, 1956 has been adopted while preparing these statements, in accordance with the notification from the Ministry of Corporate Affairs.

 

During the period from Jan 1, 2013 to July 31, 2013, company operated in both Infusion & Specialty business, and subsequent to Joint Venture, it operated in specialty business only, thus current year financials are not comparable to the previous year.

 

 

INDEX OF CHARGES

 

S.No.

Charge ID

Date of Charge Creation/Modification

Charge amount secured

 

Charge Holder

Address

Service Request Number (SRN)

1

10459609

24/10/2013

150,000,000.00

TATA CAPITAL FINANCIAL SERVICES LIMITED

ONE FORBES,, DR. V. B. GANDHI MARG, FORT, MUMBAI, MAHARASHTRA - 400001, INDIA

B89298145

2

10168330

31/07/2013 *

3,354,100,000.00

CANARA BANK

PRIME CORPORATE BRANCH, 104, JYOTI COMMERCIAL COMP, NEAR SHYAMAL CROSS ROAD, SATELLITE, VEJALPUR, AHMEDABAD, GUJARAT - 380015, INDIA

B80627615

3

10129270

31/07/2013 *

3,354,100,000.00

CANARA BANK

PRIME CORPORATE BRANCH, 104, JYOTI COMMERCIAL COMP, NEAR SHYAMAL CROSS ROAD, SATELLITE, VEJALPUR, AHMEDABAD, GUJARAT - 380015, INDIA

B80629934

 

* Date of charge modification

 

 

FIXED ASSETS

 

·         Freehold Land

·         Buildings

·         Improvement in Leasehold Property

·         Plant and Machinery

·         Electrical Instrument

·         Furniture and Fixtures

·         Other Equipments

·         Vehicles

·         Data Processing Equipments

·         Computer Software

 

 

Unaudited Financial Results for the Quarter and Half Year ended June 30, 2014

 

 (Rs. In Million)

Particular

Quarter Ended

Year ended

31.12.2014

30.09.2014

31.12.2014

 

Unaudited

Unaudited

Unaudited

PART  I

 

 

 

1. Income from Operations

 

 

 

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

1580.450

1509.089

5714.672

     b. Other Operating Income

36.923

39.608

166.817

   Total Income from operations ( net )

1617.373

1548.697

5881.489

2. Expenses

 

 

 

     a. Cost of materials consumed

85.159

270.440

761.629

     b. Purchase of stock-in- trade

1053.128

422.677

2500.890

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

-26.097

11.916

-42.769

     d. Employee benefits expense

95.792

113.208

499.748

     e. Depreciation and amortisation expense

34.604

85.742

287.114

     f. Other expenses

204.546

356.126

1165.081

   Total Expenses

1447.132

1260.109

5171.693

3. Profit / (Loss) from Operations before Other

Income, finance costs and exceptional Items (1-2)

170.241

288.588

709.796

4. Other Income

151.570

95.842

572.374

5. Profit / (Loss) from ordinary activities before finance costs and exceptional Items (3+4)

321.811

384.430

1282.170

6. Finance Costs

41.399

85.574

304.591

7. Profit / (Loss) from ordinary activities after finance costs but before exceptional Items (5-6)

280.412

298.856

977.579

8. Exceptional Items [ Income / ( Expense ) ]

52.303

--

52.303

9. Profit / (Loss) from Ordinary Activities before tax

(7+8 )

332.715

298.856

1029.882

10. Tax Expense

(504.061)

88.889

(318.571)

11. Net Profit / (Loss) from Ordinary Activities after tax (9-10)

836.776

209.967

1348.453

12. Extraordinary Item

                    --

--

-

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

836.776

209.967

1348.453

14. Share in Profit/(Loss) from Associate

--

--

--

15. Minority interest

--

--

--

16 Net Profit / (Loss) after taxes, minority interest and share of   profit / (loss) of associates (13+14+15)

836.776

209.967

1348.453

17. Paid-up equity share capital (Face Value - Rs. 10/-

Per Share)

545.678

545.678

545.678

18. Reserve excluding Revaluation Reserves (As per

Balance Sheet of previous accounting year)

--

--

--

19. Basic and Diluted Earnings Per Share (EPS) 

(before & after extraordinary items ) ( of Rs. 10/- each

) (Not Annualised)

15.33

3.85

23.04

 

 

Particulars

Quarter Ended

( Unaudited)

Nine Months  Ended

( Unaudited)

 

31.12.2014

30.09.2014

31.12.2014

A. Particulars of shareholding

 

 

 

1. Public Shareholding

 

 

 

- Number of shares

21285801

21285801

21285801

- Percentage of shareholding

39.01

39.01

39.01

2. Promoters and Promoters group Shareholding-

 

 

 

a) Pledged /Encumbered

 

 

 

Number of shares

5928384

5928384

5928384

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

17.81

17.81

17.81

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

10.86

10.86

10.86

 

 

 

 

b) Non  Encumbered

 

 

 

Number of shares

27353580

27353580

27353580

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

82.19

82.19

82.19

 

 

 

 

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

50.13

50.13

50.13

 

 

 

 

B. Investor Complaints

 

Pending at the beginning of the quarter

Nil

Receiving during the quarter

2

Disposed of during the quarter

2

Remaining unreserved at the end of the quarter

Nil

 

 

1. The above results, have been reviewed by the Audit Committee and approved by the Board of Directors at their respective meetings held on 12th February, 2015


2. The Company has only one reportable business segment, namely, Drugs & Pharmaceuticals.



3. Consequent to the applicability of the Companies Act, 2013 and rules framed there under with effect from 1st April 2014, the management has reassessed the remaining useful life of assets based on internal and external technical evolutions and accordingly depreciation provision has been made.

4. On receipt of necessary approvals from Board of Directors and Shareholders of the Company at their meetings held on July 4, 2014 and September 3, 2014 respectively in respect of transfer of its Injectable Business on Slump Sale basis, the Company has transferred its Injectable Business to its wholly owned subsidiary namely Claris Injectables Limited (formerly known as Claris Lifesciences International Limited) on October 31, 2014. The business transfer involved transfer of relevant assets and liabilities as stated in the Business Transfer Agreement of Injectable Business on a "slump sale basis" for an agreed cash consideration of Rs. 55,400 lacs. The Company has registered a profit of Rs 523.03 lacs on account of slump sale of Injectable Business.

 

Particulars

Quarter Ended

( Unaudited)

Nine Months  Ended

( Unaudited)

 

31.12.2014

30.09.2014

31.12.2014

Revenue

345.643

967.832

3525.424

Expenditure

275.822

784.065

2959.140

PBT

69.821

183.767

566.284

PAT

47.514

133.226

401.053

 

The Company Operates in single segment and in the view of the common expenditure , employee , marketing expenses, logistic & distribution arrangements and general corporate overheads which are not separately identifiable for the identified products, such figure for the previous corresponding years / periods are not identifiable. However, the figures of Profit Before Tax and Profit After Tax for the period 1st January, 2014 to 31st December, 2014 have been apportioned and calculated on best estimated basis. Since the Business have been transferred to wholly owned subsidiary, so there is no impact on consolidated financial results of the Company due to transfer of Injectable Business (i.e. Discontinued Operation).

 

5. The exceptional item stated in Standalone results for the fourth quarter and twelve months period ended December 31, 2014 of Rs. 523.03 lacs pertains to profit on transfer of Injectable Business to Claris Injectables Limited on a slump sale basis as stated in note 4 above and the figures for the period ended December 31, 2013 of Rs. 1,505.98 lacs pertains to profit on transfer of Infusion business to Claris Otsuka Private Limited (Formerly known as Claris Otsuka Limited) on Slump Sale basis.


6. Deferred Tax Liability amounting to Rs. 5179.11 Lacs reversed and charged back to Profit & Loss account due to Slump sale of Injectable Business of the Company.


7. Pursuant to the resolution passed in the board meeting held on 8th November, 2014, the financial year of the Company has been changed from 31st December to 31st March. Accordingly the financial statements for the current period will be for fifteen months period ending on 31st March 2015.


8. On 23rd November 2014, a step down subsidiary of the company, M/s Eida International DMCC, UAE was incorporated as a wholly owned subsidiary of M/s Claris Middle East FZ LLC, UAE which is wholly owned subsidiary of the company


9. During the second quarter, the Company has bought-back 92.50,000 number of equity shares of the Company of Rs 10/-each fully paid up at the rate of Rs 250/- per equity shares after complying with the provisions of the Companies Act, 2013 and rules framed there under in this regards through "Tender Offer" route as prescribed under the Securities and Exchange Board of India (Buy- back of securities) Regulations. 1998 On account of above buy-back, the paid up share capital of the company is reduced by Rs 925 00 lacs and securities premium is reduced by Rs 22.200 00 lacs.

 

SOURCES OF FUNDS

 

As on

31.12.2014

(Unaudited)

I.              EQUITY AND LIABILITIES

 

(1)Shareholders' Funds

 

(a) Share Capital

545.678

(b) Reserves & Surplus

7991.594

Sub-total - Shareholders' funds

8537.272

(2) Minority Interest

--

 

 

(3) Non-Current Liabilities

 

(a) long-term borrowings

151.931

(b) Deferred tax liabilities (Net)

35.524

(c) Other long term liabilities

0.000

(d) long-term provisions

36.963

Sub-total - Non-current liabilities

224.418

(4) Current Liabilities

 

(a) Short term borrowings

229.255

(b) Trade payables

1125.490

(c) Other current liabilities

2228.180

(d) Short-term provisions

91.275

Sub-total - Current liabilities

3674.200

 

 

TOTAL

12435.890

 

 

II.          ASSETS

 

(1) Non-current assets

 

(a) Fixed Assets

 

(b)Goodwill on Consolidation

394.709

(c) Non-current Investments

0.000

(d) Deferred tax assets (net)

192.776

(e)  Long-term Loan and Advances

620.138

(f) Other Non-current assets

0.000

Sub-total - Non-current assets

1207.623

(2) Current assets

 

(a) Current investments

2234.742

(b) Inventories

0.000

(c) Trade receivables

1467.946

(d) Cash and cash equivalents

1204.256

(e) Short-term loans and advances

6230.137

(f) Other current assets

91.186

Sub-total - Current assets

11228.267

 

 

TOTAL

12435.890

 

 


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 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.62.92

UK Pound

1

Rs.93.57

Euro

1

Rs.67.34

 

 

INFORMATION DETAILS

 

Information Gathered by :

SVA

 

 

Analysis Done by :

KAR

 

 

Report Prepared by :

JYTK

 


 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

7

PAID-UP CAPITAL

1~10

6

OPERATING SCALE

1~10

7

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

7

--PROFITABILIRY

1~10

7

--LIQUIDITY

1~10

7

--LEVERAGE

1~10

7

--RESERVES

1~10

7

--CREDIT LINES

1~10

7

--MARGINS

-5~5

--

DEMERIT POINTS

 

 

--BANK CHARGES

YES/NO

YES

--LITIGATION

YES/NO

NO

--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

 

62

 

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.