MIRA INFORM REPORT

 

 

Report No. :

326707

Report Date :

12.06.2015

 

IDENTIFICATION DETAILS

 

Name :

WANBURY LIMITED

 

 

Registered Office :

BSEL Tech Park, B-Wing, 10th Floor, Sector 30 A, Opposite Vashi Railway Station, Navi Mumbai - 400705, Maharashtra

Tel. No.:

91-22-67942222

 

 

Country :

India

 

 

Financials (as on) :

30.09.2014

 

 

Date of Incorporation :

11.08.1988

 

 

Com. Reg. No.:

11-048455

 

 

Capital Investment / Paid-up Capital :

Rs.199.693 Million

 

 

CIN No.:

[Company Identification No.]

L51900MH1988PLC048455

 

 

TIN No.:

27900333133

 

 

IEC No.:

Not Available

 

 

TAN No.:

[Tax Deduction & Collection Account No.]

MUMP12825B / VPNW00073D

 

 

PAN No.:

[Permanent Account No.]

AABCP5939P

 

 

Legal Form :

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

 

 

Line of Business :

Subject is engaged in the business of pharmaceutical and related activities, including research.

 

 

No. of Employees :

Information declined by the management

 

 

RATING & COMMENTS

 

MIRA’s Rating :

Ca (14)

 

RATING

STATUS

PROPOSED CREDIT LINE

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

 

 

Status :

Moderate

 

 

Payment Behavior :

Slow

 

 

Litigation :

Clear

 

 

Comments :

Subject is an established company having moderate track record.

 

The company possesses weak financial risk profile and it has incurred huge accumulated losses which has eroded net worth of the company.

 

Business is active. Payments are reported to be slow.

 

The company can be considered for business dealings on safe and secured 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.

 

 

 

 

 

 

EXTERNAL AGENCY RATING

 

Rating Agency Name

Not  Available

Rating

Not  Available

Rating Explanation

Not  Available

Date

Not  Available

 

 

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 31-03-2013.

 

INFORMATION DECLINED

 

Management non co-operative (91-22-67942222)

 

LOCATIONS

 

Registered Office/ Head Office :

BSEL Tech Park, B-Wing, 10th Floor, Sector 30 A, Opposite Vashi Railway Station, Navi Mumbai - 400705, Maharashtra, India

Tel. No.:

91-22-67942222/67942112

Fax No.:

91-22-67942111/ 333

E-Mail :

Jitendra.gandhi@wanbury.com

shares@wanbury.com

Website :

http://www.wanbury.com

 

 

Factory 1 :

A-15, MIDC Industrial Area, Patalganga, Taluka -  Khalapur, District Raigad - 410 220, Maharashtra, India

Tel. No.:

91-2192-250444/ 91-22-27630034/254006

Fax No.:

91-2192-250531 / 91-22-27619447

E-Mail :

pol@vsnl.com

 

 

Factory 2 :

Plot No. J – 17, MIDC Industrial Area, Tarapur, Maharashtra, India

Tel. No.:

91-2192-250444/ 91-22-27630034/254006

Fax No.:

91-2192-250531 / 91-22-27619447

 

 

Factory 3 :

Plot No. 24, M.I.D.C Tarapur, Maharashtra, India

 

 

Factory 4 :

Plot No. D-312, ITC Industrial Area, MIDC Turbhe, Navi Mumbai, Maharashtra, India

 

 

Factory 5:

K. Illindalaparru Village, Tanuku, District – West Godavari, Andhra Pradesh, India

 

 

DIRECTORS

 

AS ON 30.09.2014

 

Name :

Mr.  A L Bongirwar

Designation :

Non-Executive Independent Director

DIN No :

00046738

 

 

Name :

Mr. N.K. Puri

Designation :

Non-Executive Independent Director

Date of Birth/Age :

70 Years

Qualification :

MSC (Physics)

Expertise in Specific Area :

Banking

Date of Appointment :

09.03.2005

DIN No :

00002226

 

 

Name :

Dr. P.L Tiwari

Designation :

Non-Executive Independent Director

DIN No :

00917603

 

 

Name :

Mr. A N Shinkar

Designation :

Executive Director

 

 

Name :

Mr. Manish Joshi

Designation :

Exim Bank Nominee (From 30 May 2013)

 

 

Name :

Mr. P R Dalal

Designation :

Exim Bank Nominee

 

 

Name :

Mr. S. K. Bhattacharyya

Designation :

Additional Firector (From 30 May 3013)

Date of Birth/Age :

63 Years

Qualification :

BA (Hons.) in Economics, CAIIB

Expertise in Specific Area :

Banking

Date of Appointment :

30.05.2013

DIN No :

01924770

 

 

Name :

Mr. K Chandran

Designation :

Vice Chairman

Date of Birth/Age :

54 Years

Qualification :

Graduate

Expertise in Specific Area :

Pharmaceutical Industry

Date of Appointment :

23.01.2001

 

KEY EXECUTIVES

 

Name :

Mr. Mangesh Bhosale

Designation :

Company Secretary / General Manager in Finance

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

AS ON 31.03.2015

 

Category of Shareholder

Total No. of Shares held in Dematerialized Form

Total Shareholding as a % of Total No. of Shares

(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

6754730

33.83

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

6754730

33.83

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

 

 

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

0

15.14

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

0

15.14

Total shareholding of Promoter and Promoter Group (A)

6754730

48.97

(B) Public Shareholding

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

 

 

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

66

0.00

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

2951

0.02

http://www.bseindia.com/include/images/clear.gifCentral Government / State Government(s)

151

0.00

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

750729

3.76

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

753897

3.78

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

 

 

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

1533205

7.70

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

4558557

25.14

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

1902952

9.53

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

297145

2.05

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

182143

0.91

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

0

0.47

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

115002

0.66

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

8291859

44.41

Total Public shareholding (B)

9045756

48.19

Total (A)+(B)

15800486

97.16

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

http://www.bseindia.com/include/images/clear.gif(1) Promoter and Promoter Group

0

0.00

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

567000

2.84

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

567000

2.84

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

16367486

100.00

 

 

 

Shareholding of securities (including shares, warrants, convertible securities) of persons belonging to the category Promoter and Promoter Group

 

Category of Shareholder

Total No. of Shares held in Dematerialized Form

Total Shareholding as a % of Total No. of Shares

Kingsbury Investments Incorporation

3024000

15.14

Expert Chemicals India Private Limited

6754730

33.83

Total

9778730

48.97

 

 

 

 

Shareholding of securities (including shares, warrants, convertible securities) of persons belonging to the category Public and holding more than 1% of the total number of shares

 

Category of Shareholder

Total No. of Shares held in Dematerialized Form

Total Shareholding as a % of Total No. of Shares

Magnum Equifin Private Limited

500100

2.50

General Insurance Corporation of India

471267

2.36

SIDBI Trustee Company Limited A/c

285000

1.43

Life Insurance Corporation of India

279462

1.40

Yelamarthi Thimma Raja

277839

1.39

Tara Chand Jain

271528

1.36

Total

2085196

10.44

 

Details of Depository Receipts (DRs)

 

Category of Shareholder

Total No. of Shares held in Dematerialized Form

Total Shareholding as a % of Total No. of Shares

GDRs

189000

567000

Total

189000

567000

 

BUSINESS DETAILS

 

Line of Business :

Subject is engaged in the business of pharmaceutical and related activities, including research.

 

 

Products :

Not Available

 

 

Brand Names :

Not Available

 

 

Agencies Held :

Not Available

 

 

Exports :

Not Divulged

 

 

Imports :

Not Divulged

 

 

Terms :

Not Divulged

 

 

 

 

 

 

GENERAL INFORMATION

 

Suppliers :

Reference :

Not Divulged

Name of the Person :

Not Divulged

Contact No.:

Not Divulged

Since How Long Known :

Not Divulged

Maximum Limit Dealt :

Not Divulged

Experience :

Not Divulged

Remark:

Not Divulged

 

 

Customers :

 

Reference :

Not Divulged

Name of the Person :

Not Divulged

Contact No.:

Not Divulged

Since How Long Known :

Not Divulged

Maximum Limit Dealt :

Not Divulged

Experience :

Not Divulged

Remark:

Not Divulged

 

 

No. of Employees :

Information declined by the management

 

 

Bankers :
  • State Bank of India
  • EXIM Bank
  • State Bank of Mysore
  • Axis Bank
  • Andhra Bank
  • IDBI Bank
  • Bank of India

 

 

Facilities :

Secured Loan

30.09.2014

(Rs. in Million)

31.03.2013

(Rs. in Million)

Long-term Borrowings

 

 

Term Loans

 

 

From Banks (Rupee)

2537.014

2337.723

From Banks (Foreign Currency)

253.928

756.632

Vehicle and Other Loans

 

 

From Banks (Rupee)

0.000

1.471

From Others (Rupee)

2.512

6.205

 

 

 

Short-term borrowings

 

 

Working Capital Loans repayable on demand

 

 

From Banks (Rupee)

695.632

643.859

From Others (Foreign Currency)

11.969

0.000

Buyers Credit Arrangement from Banks (Foreign Currency)

29.153

89.226

 

 

 

Total

3530.208

3835.116

 

Note:

Long-term Borrowings :

Term Loans are secured by pari passu first charge on all the present and future movable and immovable fixed assets of the Company situated at Patalganga and Tarapur, few brands of the Company and second charge, except in respect of Term Loans from State Bank of India which has a first charge, on all the present and future movable and immovable fixed assets of the Company situated at Tanuku and second pari passu charge on entire present and future current assets of the Company and pledge of entire holding of equity shares of the Company held by Expert Chemicals (India) Private Limited and Kingsbury Investment Inc, in addition to guarantee of Expert Chemicals (India) Private Limited, Bravo Healthcare Limited, Wanbury Global FZE, Wanbury Holding BV, Kingsbury Investment Inc and Mr. K. Chandran, director of the Company.

 

Vehicle & Other loans are secured by hypothecation of assets acquired against respective loans.

 

Short-term borrowings :

Above loans are secured by a pari-passu first charge on current assets and

few brands of the Company, second charge on fixed assets and pledge of

entire holding of equity shares of the Company held by Expert Chemicals

(I) Private Limited & Kingsbury Investments Inc, in addition to guarantee of Expert Chemicals (I) Private Limited, Bravo Healthcare Limited, Wanbury Global FZE, Wanbury Holding BV, Kingsbury Investments Inc and Mr. K. Chandran, Director of the Company.

 

Factoring facilities are secured by first charge on all present and future receivables, book debts, outstanding, monies receivables, claims and bills of the Company, which are now due and/or which may due at anytime of its approved debtors and subservient charge on all present and future fixed asset and current assets of the Company.

 

Auditors :

 

Name :

Kapoor an Parekh Associates

Chartered Accountants

Address :

Mumbai, Maharashtra, India

 

 

Memberships :

Not Available

 

 

Collaborators :

Not Available

 

 

Subsidiary Companies:

  • Wanbury Holding B. V. (Netherlands)
  • Cantabria Pharma S. L. (Spain)
  • Laboratories Wanbury S. L., Spain
  • Ningxia Wanbury Fine Chemicals Company Limited (China)
  • Wanbury Global FZE

 

 

Enterprise owned or significantly influenced by key management personnel or their relatives :
  • Wanbury Infotech Private Limited
  • Bravo Healthcare Limited

 

 

CAPITAL STRUCTURE

 

AS ON 30.09.2014

 

Authorised Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

30000000

Equity Shares

Rs.10/- each

Rs.300.000 Million

2000000

Preferences Shares

Rs.100/- each

Rs.200.000 Million

 

TOTAL

 

Rs.500.000 Million

 

Issued, Subscribed & Paid-up Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

19969286

Equity Shares

Rs.10/- each

Rs.199.693 Million

 

 

 

 

 

 

A. Reconciliation of Equity Shares outstanding at the beginning and at the end of the reporting period:

 

Particulars

As at 30th September, 2014

No. of Shares

Amount

(Rs. in million)

Shares outstanding at the beginning of the year

17379286

173.793

Add: Shares allotted as fully paid up during the period

2590000

25.900

Shares outstanding at the end of the period

19969286

199.693

 

 

B. Terms/Rights attached to Equity Shares :

 

The Company has only one class of equity shares with voting rights having a par value of Rs. 10 per share. The Company declares & pays dividend in Indian rupees. The final dividend proposed by the Board of Directors is subject to the approval of the shareholders at the ensuing annual general meeting.

 

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the numbers of equity shares held by the shareholders.

 

 

 

C. Outstanding Options to subscribe to equity shares :

 

1125236 warrants of the face value of Rs. Nil have been allotted to the shareholders of Erstwhile PPIL as per the BIFR order. The warrant holders have the right to subscribe to one equity share of Rs. 10/- each at the premium of Rs. 125/- per share which is exercisable within five years from 27 June 2007, being the date of allotment of the warrants.

 

58199 Zero Coupon Optionally Fully Convertible Debentures (OFCDs) of face value of Rs. 1,000/- each were allotted to the lenders of erstwhile PPIL pursuant to the order dated 24 April 2007 of Hon'ble BIFR. OFCD were convertible between 1 November 2008 and 30 April 2012 into its equity shares at a price of Rs.125/- and 67% of the three months average weekly closing price prior to the date of exercise of such right. The matter is under fresh consideration of BIFR pursuant to the order dated 16 May 2008 of Hon'ble Supreme Court.

 

 

D. Details of Equity Shares held by each shareholder holding more than 5%:

 

Name of Shareholder

As at 30th September, 2014

 

No. of Shares

% of Holding

Kingsbury Investments Inc

3024000

15.14%

Expert Chemicals (India) Private Limited

6754730

33.83%

 

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

 

The Company has neither allotted any shares as fully paid-up pursuant to contract without payment being received in cash and by way of neither bonus shares nor bought back any shares during the period of five years preceding the date of this balance sheet.

 

Out of the above Equity Shares 567000 (Pr. Yr. 567000) shares are represented by 189000 (Pr. Yr. 189000) Global Depository Receipts.

 

Pursuant to the Corporate Debt Restructuring Scheme, the Company has allotted 2590000 (Pr. Yr. Nil) Equity Shares of Rs. 10/- each at the premium of Rs. 27.50 per Equity Shares to Expert Chemicals (India) Private Limited on 5 August 2013 on preferential basis.

 

The Company is not a subsidiary company.

 

 

ABRIDGED BALANCE SHEET

 

FINANCIAL DATA

[all figures are in Rupees Million]

 

SOURCES OF FUNDS

 

30.09.2014

(18 Months)

31.03.2013

(12 Months)

31.03.2012

I.              EQUITY AND LIABILITIES

 

 

 

(1)Shareholders' Funds

 

 

 

(a) Share Capital

199.693

173.793

173.793

(b) Reserves & Surplus

(1861.234)

968.432

1230.319

(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)

(1661.541)

1142.225

1404.112

 

 

 

 

(3) Non-Current Liabilities

 

 

 

(a) long-term borrowings

2793.454

3103.328

2609.605

(b) Deferred tax liabilities (Net)

0.000

0.000

0.000

(c) Other long term liabilities

255.773

292.978

52.564

(d) long-term provisions

67.513

71.589

55.191

Total Non-current Liabilities (3)

3116.740

3467.895

2717.360

 

 

 

 

(4) Current Liabilities

 

 

 

(a) Short term borrowings

741.779

738.110

566.039

(b) Trade payables

932.545

544.243

601.462

(c) Other current liabilities

891.591

843.544

1321.274

(d) Short-term provisions

23.922

28.577

22.210

Total Current Liabilities (4)

2589.837

2154.474

2510.985

 

 

 

 

TOTAL

4045.036

6764.594

6632.457

 

 

 

 

II.            ASSETS

 

 

 

(1) Non-current assets

 

 

 

(a) Fixed Assets

 

 

 

(i) Tangible assets

1691.372

1934.799

2051.073

(ii) Intangible Assets

7.920

11.978

17.705

(iii) Capital work-in-progress

129.609

208.615

127.124

(iv) Fixed assets held for sale

37.359

37.359

37.359

(b) Non-current Investments

0.091

1060.665

1057.965

(c) Deferred tax assets (net)

0.000

0.000

0.000

(d)  Long-term Loan and Advances

306.224

1678.881

1600.650

(e) Other Non-current assets

7.263

0.086

0.124

Total Non-Current Assets

2179.838

4932.383

4892.000

 

 

 

 

(2) Current assets

 

 

 

(a) Current investments

0.000

0.000

0.000

(b) Inventories

351.603

370.362

441.758

(c) Trade receivables

1031.889

836.035

796.765

(d) Cash and cash equivalents

65.431

167.475

147.105

(e) Short-term loans and advances

311.518

456.689

354.299

(f) Other current assets

104.757

1.650

0.530

Total Current Assets

1865.198

1832.210

1740.457

 

 

 

 

TOTAL

4045.036

6764.594

6632.457

 

 

 

PROFIT & LOSS ACCOUNT

 

 

 

PARTICULARS

30.09.2014

(18 Months)

31.03.2013

(12 Months)

31.03.2012

 

SALES

 

 

 

 

 

Income

6618.572

4141.369

3445.505

 

 

Other Income

54.639

45.492

108.241

 

 

TOTAL                                    

6673.211

4186.861

3553.746

 

 

 

 

 

Less

EXPENSES

 

 

 

 

 

Cost of Materials Consumed

2266.560

1630.038

1346.928

 

 

Purchases of Stock-in-Trade

747.617

405.141

426.026

 

 

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

11.594

74.446

(56.805)

 

 

Employees benefits expense

1118.943

660.780

615.584

 

 

Other expenses

2066.052

1211.271

1038.822

 

 

Exceptional Items-Income(Expense)

2417.632

0.000

(78.321)

 

 

TOTAL                                    

8628.398

3981.676

3292.234

 

 

 

 

 

 

PROFIT / LOSS BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION

(1955.187)

205.185

261.512

 

 

 

 

 

Less

FINANCIAL EXPENSES                                   

482.637

310.699

328.567

 

 

 

 

 

 

LOSS BEFORE TAX, DEPRECIATION AND AMORTISATION

(2437.824)

(105.514)

(67.055)

 

 

 

 

 

Less

DEPRECIATION/ AMORTISATION                    

233.703

147.802

94.313

 

 

 

 

 

 

LOSS BEFORE TAX

(2671.527)

(253.316)

(161.368)

 

 

 

 

 

Less

TAX                                                                 

28.566

1.370

0.000

 

 

 

 

 

 

LOSS AFTER TAX

(2700.093)

(254.686)

(161.368)

 

 

 

 

 

 

EARNINGS IN FOREIGN CURRENCY

 

 

 

 

 

F.O.B. Value of Exports

2578.997

2143.619

1498.943

 

 

Freight, Insurance Etc.

75.633

44.787

27.694

 

TOTAL EARNINGS

2654.630

2188.406

1526.637

 

 

 

 

 

 

IMPORTS

 

 

 

 

 

Raw Materials [Including High Seas Purchases]

844.075

752.545

441.21

 

 

 

Capital Goods

7.298

19.151

0.000

 

TOTAL IMPORTS

851.373

771.696

441.21

 

 

 

 

 

 

Loss Per Share (Rs.)

(135.21)

(12.75)

(8.08)

 

 

CURRENT MATURITIES OF LONG TERM DEBT DETAILS

 

Particulars

 

30.09.2014

(18 Months)

31.03.2013

(12 Months)

31.03.2012

Current Maturities of Long term debt

346.994

301.937

115.284

Cash generated from operations

739.256

182.634

(403.512)

 

 

QUARTERLY / SUMMARISED RESULTS

 

Particulars

31.12.2014

31.03.2015

Revenue

125.990

123.930

Other Income

0.640

5.850

Total Income

126.630

129.780

Expenditure

(111.030)

(117.470)

Interest

(9.480)

(9.150)

PBDT

6.130

3.160

Depreciation

(2.120)

(2.680)

PBT

4.010

0.480

Tax

(0.590)

(0.690)

Net Profit

3.420

(0.210)

 

 

 

 

 

 

 

 

KEY RATIOS

 

PARTICULARS

 

 

30.09.2014

(18 Months)

31.03.2013

(12 Months)

31.03.2012

Net Profit Margin
(PAT / Sales)

(%)

(40.80)

(6.15)

(4.68)

 

 

 

 

 

Net Profit Margin

(PBT/Sales)

(%)

(29.54)

4.95

7.59

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

(68.89)

(4.64)

(2.98)

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

1.61

(0.22)

(0.11)

 

 

 

 

 

Debt Equity Ratio

(Total Liability/Networth)

 

(2.34)

3.63

2.34

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

0.72

0.85

0.69

 

 

STOCK PRICES

 

Face Value

Rs. 10.00/-

Market Value

Rs. 54.00/-

 

 

FINANCIAL ANALYSIS

[all figures are in Rupees Million]

 

DEBT EQUITY RATIO

 

Particular

31.03.2012

31.03.2013

30.09.2014

 

(Rs. In Million)

(Rs. In Million)

(Rs. In Million)

Share Capital

173.793

173.793

199.693

Reserves & Surplus

1230.319

968.432

(1861.234)

Money received against share warrants

0.000

0.000

0.000

 Share Application money pending allotment

0.000

0.000

0.000

Net worth

1404.112

1142.225

(1661.541)

 

 

 

 

long-term borrowings

2609.605

3103.328

2793.454

Short term borrowings

566.039

738.110

741.779

CURRENT MATURITIES OF LONG-TERM DEBTS

115.284

301.937

346.994

Total borrowings

3290.928

4143.375

3882.227

Debt/Equity ratio

2.344

3.627

(2.337)

 

 

 

 

YEAR-ON-YEAR GROWTH

 

Year on Year Growth

31.03.2012

31.03.2013

30.09.2014

 

(Rs. In Million)

(Rs. In Million)

(Rs. In Million)

Sales

3445.505

4141.369

6618.572

 

 

20.196

59.816

 

 

 

 

NET PROFIT MARGIN

 

 

Net Profit Margin

31.03.2012

31.03.2013

30.09.2014

 

(Rs. In Million)

(Rs. In Million)

(Rs. In Million)

Sales

3445.505

4141.369

6618.572

Profit

(161.368)

(254.686)

(2700.093)

 

(4.68)%

(6.15)%

(40.80)%

 

 

 

 

LOCAL AGENCY FURTHER INFORMATION

 

Sr. No.

Check list by info agents

Available in Report (Yes/No)

1

Year of establishment

Yes

2

Constitution of the entity -Incorporation details

Yes

3

Locality of the entity

Yes

4

Premises details

No

5

Buyer visit details

--

6

Contact numbers

Yes

7

Name of the person contacted

No

8

Designation of contact person

No

9

Promoter’s background

Yes

10

Date of Birth of Proprietor / Partners / Directors

Yes

11

Pan Card No. of Proprietor / Partners

No

12

Voter Id Card No. of Proprietor / Partners

No

13

Type of business

Yes

14

Line of Business

Yes

15

Export/import details (if applicable)

No

16

No. of employees

No

17

Details of sister concerns

Yes

18

Major suppliers

No

19

Major customers

No

20

Banking Details

Yes

21

Banking facility details

Yes

22

Conduct of the banking account

--

23

Financials, if provided

Yes

24

Capital in the business

Yes

25

Last accounts filed at ROC, if applicable

Yes

26

Turnover of firm for three years

Yes

27

Reasons for variation <> 20%

--

28

Estimation for coming financial year

No

29

Profitability for last three years

Yes

30

Major shareholders, if available

Yes

31

External Agency Rating, if available

No

32

Litigations that the firm/promoter involved in

--

33

Market information

Yes

34

Payments terms

No

35

Negative Reporting by Auditors in the Annual Report

No

 

 

 

 

INDUSTRY OVERVIEW :

 

Introduction:

 

The Indian pharmaceutical market is currently sized at US$ 13 billion growing at 10%. As per the IMS Prognosis report this market is expected to grow in a range of 11-13% over the next 5 years. The estimated market size will be to the tune of $ 30 Bn by 2020. Historically this sector has outperformed many other industries in its growth. Over the last 2 decades the industry growth has been in a range of 1.8 times to 2 times the GDP growth. The key growth drivers to the industry are primarily volumes and new introductions. The Indian Pharma Market is dominated by local Indian Pharma companies which currently account for 70% of the market. However given the industry consolidation MNCs have increased their share to 30% over the last few years through the M&A route. Reports from leading consulting firms indicate that the Indian pharmaceutical market will be amongst the top 10 pharmaceutical markets in the world by 2020.

 

The rise of pharmaceutical outsourcing and investments by multinational companies (MNCs), allied with the country’s growing economy, committed health insurance segment and improved healthcare facilities, is expected to drive the market’s growth.

 

India is today one of the top emerging markets in the global pharmaceutical scene. The sector is highly knowledge-based and its steady growth is positively affecting the Indian economy. The organized nature of the Indian pharmaceutical industry is attracting several companies that are finding it viable to increase their operations in the country.

 

OPERATIONAL REVIEW:

 

The figures of Financial Year 2013-14 being 18 months are not strictly comparable with Financial Year 2012-13 being 12 months. However, the financial highlights are as under:

 

The Total Revenue for the financial year was Rs. 6673.211 Million as against Rs. 4186.800 Million in the previous year. The Total Expenditure incurred in the current financial year was Rs. 6927.106 Million as against Rs. 4440.177 Million in the previous year. Exceptional expenses during the year were Rs. 2417.632 Million against Rs. Nil in the previous year.

 

The Loss after Tax for the financial year was Rs. 2700.093 Million as against a Loss after Tax of Rs. 254.686 Million for the previous financial year.

 

Increase in Loss is mainly on account of provision for doubtful investments, loans and advances, which are of exceptional nature and which are provided in compliance with directives of SEBI.

 

The Company has incurred losses during the last four financial years and the net-worth of the Company, based on audited financial statement for the year ending 30 September 2014 is negative to the extent of Rs. 1661.541 Million. The losses incurred by the Company in past 4 years are mainly due to the acquisition of the overseas asset namely, Cantabria S. L.

 

The Company entered into a Corporate Debt Restructuring (CDR) in 2011 with its lenders. Post CDR also, the Bankers have reposed faith in the Company’s business model and have continuously supported the Company with additional working capital facilities and term loans.

 

The Company continues to do well on the operational parameters like Sales increasing over by 40 % and operating profit growing over 4 times since FY2010-2011. The Company has a healthy order book. The Company has met with debt repayment obligations during this period and is confident to continue the same in future as well.

 

Considering the above factors, in the opinion of the management, operations of the Company will continue in future years without any interruption.

 

MERGER OF THE PHARMACEUTICAL PRODUCTS OF INDIA LIMITED (PPIL) WITH THE COMPANY:

 

The Hon’ble Board for Industrial and Financial Reconstruction (BIFR) is considering the Rehabilitation and Revival cum Merger of the Pharmaceutical Products of India Limited (PPIL) with the Company afresh, pursuant to the Order of Hon’ble Supreme Court of India dated 16 May 2008.

 

The PPIL has submitted proposal for rehabilitation cum merger of PPIL with Wanbury Limited, with Operating Agency, IDBI and after considering the same in the joint meeting of all concerned, Operating Agency, IDBI has submitted “Draft Rehabilitation Proposal” with Hon’ble BIFR for their consideration. The Hon’ble BIFR is considering the “Draft Rehabilitation Proposal” submitted by the IDBI, Operating Agency and we expect that the “Draft Rehabilitation Proposal” will be circulated by Hon’ble BIFR shortly for the consideration of the all concerned.

 

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Company Overview

Domestic Formulations Business

 

The Company currently stands at 56th rank in India as per ORG-IMS and growing parallel to the market at 9%. All the divisions and focus brands have contributed to this growth. In a period of 18 months, all the divisions have registered growth in double digits. Pharma Main division registered 28% growth, while the key focus brands under Formulations Division such as Folinine, Adtrol Plus, Etosafe and Coriminic registered 20-30% growth over the last year.

The Company various initiatives which would help the Formulation business grow significantly over the mid-long term. Some of the key initiatives are as follows:

 

Set-up new Product Development Team

 

The Company set up an NPD (New Product Development) Committee in April-2013. The committee will be responsible for clearing new product launches after ensuring that the set process is followed. The team will ensure that the Product selection is based on therapy gap with clear innovation and differentiation. It will also ensure that, proper market research is done to identify the therapy and Test marketing is undertaken before launching a new product.

 

Strengthen Leadership and Team Stability:

 

  • Top Leadership was strengthened by hiring SBU / Marketing Heads
  • Large scale promotions (35) were announced to increase motivation of the force field across all levels.
  • L&D initiative along with leadership workshop were undertaken across all division.
  • Structured appraisal and promotion program, LEVNEX launched in 2013.

Because of the aforesaid initiatives the Company could reduce attrition by 20% compared to last year.

 

Sales Hygiene Improved:

 

Various initiatives were to ensure that the Health of the business is unaffected by unanticipated challenges:

 

  • Breakage and Expiry was reduced from 5% in FY13 to 2.5% in FY14
  • Salable Returns was reduced from 3.5% in FY13 to 1.38% in FY14
  • Converting the Discount rate schemes to free goods schemes thereby reducing the overall Scheme amount.
  • Fixing of Credit limit for each Stockest.

 

Robust Internal Control Systems and Processes :

 

The Company has undertaken a number of steps to establish best in class systems such as:

 

  • Launch of SFA (Sales Force Automation) – an online daily reporting platform. From an on-paper weekly reporting to a new real time online reporting system has been put in place by your Company, which helps in tracking the performance of the sales force on a real time basis.
  • Introduced specialized cell to establish HO connect with core customers enabling better monitoring as well as engagement and validating the business of the core prescribers through chemist and stockist audits.
  • Tracker system was introduced for individual doctor.

 

Internal Control Systems and Adequacy :

 

The Company has made special efforts to improve its internal control systems by improving the information flow and automating the processes in support systems. Support functions are now monitored through a Quarterly Shared Services Survey for the field employees to ensure that we are able to provide the best services to their internal customers.

The Company has sound, well-established and adequate internal control systems commensurate with its size and nature of business. The internal control systems ensure protection of assets and proper recording of all transactions. The Company has an Internal Audit Department consisting of a team of skilled employees, which carries out regular audits across all operations of the Company.

 

 

UNSECURED LOAN

 

Unsecured Loan

30.09.2014

(Rs. in Million)

31.03.2013

(Rs. in Million)

Long-term Borrowings

 

 

Deferred Sales Tax Loan

0.000

1.297

Short-term borrowings

 

 

Loans repayable on demand

 

 

From Banks (Rupee)

2.994

2.994

From Others (Rupee)

2.031

2.031

Total

5.025

6.322

 

INDEX OF CHARGES

 

S.No.

Charge ID

Date of Charge Creation/Modification

Charge amount secured

Charge Holder

Address

Service Request Number (SRN)

1

10564654

30/03/2015

75000000

Andhra Bank

16th Floor, Earnest House, NCPA Marg, Nariman Point, Mumbai - 400021, Maharashtra, INDIA

C51368074

2

10535425

07/11/2014

4700000

Andhra Bank

16th Floor, Earnest House, NCPA Marg, Nariman Point, Mumbai - 400021, Maharashtra, INDIA

C36257533

3

10490144

22/04/2014

150000000

SBI GLOBAL FACTORS LIMITED

6TH FLOOR, METROPOLITAN BUILDING, BANDRA-KURLA, COMPLEX, BANDRA (EAST), MUMBAI- 400051, Maharashtra, INDIA

C03791977

4

10501094

26/03/2014

45000000

Bank of India

Mumbai Mid Corporate Branch, Bank of India Building, Mezzanine Floor, 70-80, M. G. Road, Fort, Mumbai  - 400001, Maharashtra, INDIA

C05651419

5

10319317

12/10/2011

355200000

BANK OF INDIA

MUMBAI MID CORPORATE, 70/80, M.G. ROAD, BANK OF
INDIA BUILDING, MEZZANINE FLOOR, FORT, MUMBAI - 400001, Maharashtra, INDIA

B26537662

6

10318846

29/09/2011

251800000

Axis Bank Limited

Nariman Point Branch, Atlanta, Ground Floor, Nariman Point, Mumbai- 400021, Maharashtra, INDIA

B25740093

7

10251282

28/09/2010

50000000

EXPORT-IMPORT BANK OF INDIA

CENTRE ONE BUILDING, FLOOR 21, WORLD TRADE CENTRE COMPLEX, CUFFE PARADE, MUMBAI - 400005, Maharashtra, INDIA

A98295660

8

10198432

22/05/2015

5282700000

SBICAP TRUSTEE COMPANY LIMITED

202, MAKER TOWER, 'E', CUFFE PARADE, COLABA, MUMBAI - 400005, Maharashtra, INDIA

C55298244

9

10203027

12/09/2014

5171000000

SBICAP TRUSTEE COMPANY LIMITED

202, Maker Tower, 'E', Cuffe Parade, Colaba, Mumbai - 400005, Maharashtra, INDIA

C36317857

10

10196180

30/11/2009

45000000

EXPORT-IMPORT BANK OF INDIA

CENTRE ONE BUILDING, FLOOR 21, WORLD TRADE CENTRE
COMPLEX,CUFFE PARADE, MUMBAI - 400005, Maharashtra, INDIA

A77296705

 

 

CONTINGENT LIABILITIES:

 

(Rs. in million)

PARTICULARS

30.09.2014

31.03.2013

Contract of take out undertaking executed in favour of bank/ financial institution for loans given to subsidiaries.

2659.004

2364.360

Loans outstanding at the period end.

199.538

1654.594

Disputed demands by Income Tax Authorities.

20.153

10.521

Amount paid under protest and shown as advance.

5.901

5.901

Disputed demands by Sales Tax Authorities.

329.927

336.028

Amount paid under protest and shown as advance.

2.630

2.630

Disputed demands by Service Tax Authorities.

72.493

58.904

Amount paid under protest and shown as advance.

6.137

4.850

Disputed demands by Excise Authorities.

8.506

3.789

Claims against the Company not acknowledged as debts.

153.135

170.259

 

NOTE

Future cash flows in respect of liability under clause (a) is dependent on terms agreed upon with the parties and in respect of liability under clause (b) to (f) are dependent on decisions by relevant authorities of respective disputes.

 

 

FIXED ASSETS

 

  • Freehold Land
  • Leasehold Land and Land
  • Development Expenses
  • Factory Building
  • Plants, Machineries and Equipments
  • Furniture and Fixture
  • Vehicles
  • Office Equipments
  • Electrical Installations
  • Computers
  • Office Premises
  • R and D Building
  • Brands
  • Software

 

 

STANDALONE UNAUDITED FINANCIAL RESULTS FOR THE QUARTER AND HALF YEAR ENDED 31ST MARCH, 2015

 

Standalone statement of profit and loss

                                                                                                (Rs. In Millions)

 

 

Particulars

3 Months ended

 3 Months ended 

6 Months ended

31.03.2015

31.12.2014

31.03.2015

Unaudited

Unaudited

Audited

Income From Operations

 

 

 

a.     Net Sales/ Income from  Operations

(Net of Excise Duty)

1215.318

1252.008

2467.325

b.    Other Operating Income

23.983

7.925

31.908

Total Income from Operations (Net)

1239.301

1259.933

2499.233

 

 

 

 

Expenditure

 

 

 

a.     Cost of material Consumed

513.961

469.250

983.212

b.    Purchase of Stock-in trade

83.167

98.089

181.256

c.     Changes in inventory of finished Goods, work- in-progress and Stock-in-trade

25.209

10.864

36.073

d.    Employees Benefit Expenses

187.325

209.000

396.325

e.     Depreciation and Amortization Expenses

26.820

21.222

48.042

f.     Other expenses

365.033

323.058

688.091

Total Expenses

1201.515

1131.483

2332.999

 

 

 

 

Profit / Loss from Operations before Other Income, Interest and Exceptional Items

37.786

128.450

166.234

Other Income

58.470

6.369

64.840

Profit / Loss from ordinary activities before finance cost & exceptional items

96.256

134.819

231.074

Finance Costs

91.483

94.766

186.249

Profit / Loss from ordinary activities after finance costs & exceptional items

4.773

40.053

44.825

Exceptional items

0.000

0.00

0.000

Profit / Loss from ordinary activities before tax

4.773

40.053

44.825

Tax Expense

6.885

5.862

12.747

Net Profit / Loss from ordinary activity after tax

(2.112)

34.191

32.078

Paid-up equity share capital (face value of Rs.10 per share)

199.693

199.693

199.693

Reserves excluding revaluation reserves as per Balance Sheet of previous accounting year

0.000

0.000

(2126.265)

Earnings Per Share (of Rs.10 each) (not annualized)

Basic EPS  And Diluted EPS

(0.10)

1.71

1.61

 

 

 

 

PARTICULARS OF SHAREHOLDING

 

 

 

Public Shareholding

 

 

 

 

 

 

 

- No. of shares

10190556

10190556

10190556

- Percentage of shareholding

51.03%

51.03%

51.03%

Promoter & Promoter Group Shareholding

 

 

 

a) Pledged/Encumbered

 

 

 

- No. of shares

6750973

6750973

6750973

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

69.04%

69.04%

69.04%

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

33.81%

33.81%

33.81%

 

 

 

 

b)Non-encumbered

 

 

 

- No. of shares

3027757

3027757

3027757

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

30.96%

30.96%

30.96%

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

15.16%

15.16%

15.16%

 

 

Particulars

3 Months ended 31.03.2015

Investor Complaints

 

Pending at the beginning of the quarter

----

Received during the quarter

2

Disposed of during the quarter

2

Remaining unresolved at the end of the quarter

----

 

 

STATEMENT OF ASSETS AND LIABILITIES

Rs. In Million

Particular

31.03.2015

(Audited)

 

 

EQUITY AND LIABILITIES

 

(1)Shareholders' Funds

 

(a) Share Capital

199.693

(b) Reserves & Surplus

(1882.163)

Total Shareholders’ Funds

(1682.470)

 

 

(2) Non-Current Liabilities

 

(a) long-term borrowings

2704.802

(b) Other long term liabilities

202.221

(c) long-term provisions

74.809

Total Non-current Liabilities     

2981.832

 

 

(3) Current Liabilities

 

(a) Short term borrowings

778.542

(b) Trade payables

1085.791

(c) Other current liabilities

854.610

(d) Short-term provisions

23.741

Total Current Liabilities

2743.684

 

 

Total Equity and Liabilities

4043.046

 

 

ASSETS

 

(1) Non-current assets

 

(a) Fixed Assets

1825.669

(b) Non-current Investments

0.091

(c)  Long-term Loan and Advances

298.702

(d) Other Non-current assets

9.892

Total Non-Current Assets

2134.354

 

 

(2) Current assets

 

(a) Inventories

337.680

(b) Trade receivables

985.168

(c) Cash and cash equivalents

118.892

(d) Short-term loans and advances

361.485

(e) Other current assets

105.467

Total Current Assets

1908.692

 

 

Total Assets

4043.046

 

 

 

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.63.88

UK Pound

1

Rs.98.47

Euro

1

Rs.72.14

 

 

INFORMATION DETAILS

 

Information Gathered by :

PRE

 

 

Analysis Done by :

KAR

 

 

Report Prepared by :

DDD

 

 

SCORE & RATING EXPLANATIONS

 

SCORE FACTORS

 

RANGE

POINTS

HISTORY

1~10

2

PAID-UP CAPITAL

1~10

2

OPERATING SCALE

1~10

2

FINANCIAL CONDITION

 

 

--BUSINESS SCALE

1~10

2

--PROFITABILIRY

1~10

--

--LIQUIDITY

1~10

2

--LEVERAGE

1~10

2

--RESERVES

1~10

--

--CREDIT LINES

1~10

2

--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

 

14

 

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 unfavorable 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.