MIRA INFORM REPORT

 

 

Report No. :

340457

Report Date :

14.09.2015

 

IDENTIFICATION DETAILS

 

Name :

WANBURY LIMITED (w.e.f. 2004)

 

 

Formerly Known as :

PEARL ORGANICS 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) :

31.03.2015

 

 

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

 

 

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 Manufactures and Sells Active Pharmaceutical Ingredients (API) and also Engaged into Other 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 Behaviour :

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 networth 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.

 

Note: Management of the company has changed its financial year filling from September to March. Available financial of 2015 is of 6 months.

 

 

NOTES :

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

 

 

 

 

ECGC Country Risk Classification List – March 31, 2015

 

Country Name

Previous Rating

(31.12.2014)

Current Rating

(31.03.2015)

India

A1

A1

 

Risk Category

ECGC Classification

Insignificant

 

A1

Low

 

A2

Moderate

 

B1

High

 

B2

Very High

 

C1

Restricted

 

C2

Off-credit

 

D

 

 

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-Cooperative (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 31.03.2014

 

Name :

Mr. Chandran Krishnamoorthy Sivaram

Designation :

Vice Chairman

Address :

Flat No 06, 1st Floor, Endeavour Bldg, Plot No. 144, Indulal Bhuva Road, Wadala, Mumbai - 400031, Maharashtra, India

Date of Birth/Age :

54 Years

Qualification :

Graduate

Expertise in Specific Area :

Pharmaceutical Industry

Date of Appointment :

23.01.2001

DIN No.:

00005868

 

 

Name :

Dr. Pyarelal Tiwari

Designation :

Non-Executive Independent Director

Address :

2 - Jal Kiran 01 ST Floor, Cuffe Parade, Mumbai - 400005, Maharashtra, India

Date of Appointment :

09.03.2005

DIN No :

00917603

 

 

Name :

Mr. Narinder Kumar Puri

Designation :

Non-Executive Independent Director

Address :

659, Sector- 8, Panchkula - 134109, Haryana, India

Date of Birth/Age :

70 Years

Qualification :

MSC (Physics)

Expertise in Specific Area :

Banking

Date of Appointment :

09.03.2005

DIN No :

00002226

 

 

Name :

Mr.  Arun Laxman Bongirwar

Designation :

Non-Executive Independent Director

Address :

Flat No. 2, Jackson House, MBPT Colony, Sasoon Dock, Dumyne Road, Colaba, Mumbai - 400005, Maharashtra, India

Date of Appointment :

24.06.2005

DIN No :

00046738

 

 

Name :

Mr. Sanjay Kumar Bhattacharyya

Designation :

Additional Director (From 30 May 3013)

Address :

M-2, Kinnellan Towers, 100A, Napean Sea Road, Mumbai - 400006, Maharashtra, India

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 :

Ms. Anita Belani

Designation :

Non-Executive Independent Director

 

 

KEY EXECUTIVES

 

Name :

Mr. Jitendra Jayantilal Gandhi

Designation :

Secretary

Address :

12-D/15, Estee Apartments; 3rd Floor, Saibaba Nagar, Borivali (West), Mumbai - 400092, Maharashtra, India

Date of Appointment :

20.04.2015

PAN No.:

AGQPG9274Q

 

 

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

 

As on 30.06.2015

 

Category of Shareholder

Total No. of Shares

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

34.80

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

6754730

34.80

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

 

 

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

3024000

15.58

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

3024000

15.58

Total shareholding of Promoter and Promoter Group (A)

9778730

50.37

(B) Public Shareholding

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

 

 

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

115

0.00

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

3472

0.02

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

1

0.00

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

750729

3.87

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

754317

3.89

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

 

 

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

1708660

8.80

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

4970300

25.60

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

1838988

9.47

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

361291

1.86

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

121126

0.62

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

94680

0.49

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

145485

0.75

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

8879239

45.74

Total Public shareholding (B)

9633556

49.63

Total (A)+(B)

19412286

100.00

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

0

0.00

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

0

0.00

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

557000

0.00

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

557000

0.00

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

19969286

0.00

 

 

 

BUSINESS DETAILS

 

Line of Business :

Subject is Engaged in Manufactures and Sells Active Pharmaceutical Ingredients (API) and also Engaged into Other Related Activities Including Research.

 

 

Products :

Pharmaceutical Ingredients

 

 

Brand Names :

Not Divulged

 

 

Agencies Held :

Not Divulged

 

 

Exports :

Not Divulged

 

 

Imports :

Not Divulged

 

 

Terms :

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

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

31.03.2015

30.09.2014

(18 Months Period ended)

Long-term Borrowings

 

 

Term Loans From Banks

2473.046

2537.014

Term Loans From Banks (Foreign Currency)

230.315

253.928

Vehicle and Other Loans

 

 

From Banks (Rupee)

0.000

0.000

From Others (Rupee)

1.441

2.512

 

 

 

Short-term borrowings

 

 

Working Capital Loans repayable on demand

 

 

From Banks

726.221

695.632

From Others

37.349

11.969

Buyers Credit Arrangement from Banks

9.948

29.153

 

 

 

Total

3478.320

3530.208

Long Term Borrwing:

 

For the period ended 31 March 2015:

 

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

 

(b) For the year ended 30.09.2014:

 

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

 

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

 

Short Term Borrowing :

 

(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 and 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, outstandings, monies receivables, claims and bills of the Company, which are now due and/or which may due at any time 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 :

701, Business Suites 9, S.V. Road, Santacruz (West), Mumbai - 400054, Maharashtra, India

Tel. No.:

91-22-26007702

Fax No.:

91-22-26007705

E-Mail :

info@sskpa.com

Website :

www.sskoa.com

PAN N Income-tax PAN of auditor or auditor's firm :

 

 

 

Memberships :

Not Available

 

 

Collaborators :

Not Available

 

 

Other Related Parties :

Expert Chemicals (India) Private Limited

 

 

Subsidiary Companies:

  • Wanbury Holding B. V. (Netherlands)
  • Cantabria Pharma S. L. (Spain)
  • Ningxia Wanbury Fine Chemicals Company Limited (China)
  • Wanbury Global FZE (Ras-AI-Khaimah, UAE)

 

 

Enterprise owned or significantly influenced by key management personnel or their relatives :

  • Wanbury Infotech Private Limited
  • Bravo Healthcare Limited
  • Wanbury Pharma Limited

 

 

CAPITAL STRUCTURE

 

As on 31.03.2015

 

Authorised Capital :

No. of Shares

Type

Value

Amount

 

 

 

 

30000000

Equity Shares

Rs.10/- each

Rs.300.000 Million

2000000

Preference 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

31 March 2015

No. of Shares

Amount

(Rs. in million)

Shares outstanding at the beginning of the year

19969286

199.693

Add: Shares allotted as fully paid up during the period

--

--

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 and 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 March 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 shares are represented by 189000 Global Depository Receipts.

 

Pursuant to the Corporate Debt Restructuring Scheme, the Company has allotted 2590000 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.

 

 

LISTING DETAILS:

 

 

Subject Stock Code :

 

BSE : 524212

NSE : WANBUTY

ISIN : INE107F01022


Industry: Wanbury Limited

 

 

Stock Exchange Place :

The Stock Exchange, Mumbai, National Stock Exchange of India Limited, Luxembourg Stock Exchange

 

Listed Date :

 

Not Available

 

 

FINANCIAL DATA

[all figures are in Rupees Million]

 

ABRIDGED BALANCE SHEET

 

SOURCES OF FUNDS

31.03.2015

(6 Months)

30.09.2014

(18 Months)

31.03.2013

 

 

 

 

I.              EQUITY AND LIABILITIES

 

 

 

(1)Shareholders' Funds

 

 

 

(a) Share Capital

199.693

199.693

173.793

(b) Reserves & Surplus

(1882.165)

(1861.234)

968.432

(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)

(1682.472)

(1661.541)

1142.225

 

 

 

 

(3) Non-Current Liabilities

 

 

 

(a) long-term borrowings

2704.802

2793.454

3103.328

(b) Deferred tax liabilities (Net)

0.000

0.000

0.000

(c) Other long term liabilities

202.221

255.773

292.978

(d) long-term provisions

74.809

67.513

71.589

Total Non-current Liabilities (3)

2981.832

3116.740

3467.895

 

 

 

 

(4) Current Liabilities

 

 

 

(a) Short term borrowings

778.543

741.779

738.110

(b) Trade payables

1086.791

932.545

544.243

(c) Other current liabilities

854.610

891.591

843.544

(d) Short-term provisions

23.741

23.923

28.577

Total Current Liabilities (4)

2743.685

2589.838

2154.474

 

 

 

 

TOTAL

4043.045

4045.037

6764.594

 

 

 

 

II.          ASSETS

 

 

 

(1) Non-current assets

 

 

 

(a) Fixed Assets

 

 

 

(i) Tangible assets

1599.658

1691.373

1934.799

(ii) Intangible Assets

3.490

7.920

11.978

(iii) Fixed Assets held for sale

37.359

37.359

37.359

(iv) Capital work-in-progress

185.162

129.609

208.615

(v) Intangible assets under development

0.000

0.000

0.000

(b) Non-current Investments

0.091

0.091

1060.665

(c) Deferred tax assets (net)

0.000

0.000

0.000

(d)  Long-term Loan and Advances

298.703

306.224

1678.881

(e) Other Non-current assets

9.892

7.263

0.086

Total Non-Current Assets

2134.355

2179.839

4932.383

 

 

 

 

(2) Current assets

 

 

 

(a) Current investments

0.000

0.000

0.000

(b) Inventories

337.680

351.603

370.362

(c) Trade receivables

985.168

1031.889

836.035

(d) Cash and cash equivalents

118.892

65.431

167.475

(e) Short-term loans and advances

361.484

311.518

456.689

(f) Other current assets

105.466

104.757

1.650

Total Current Assets

1908.690

1865.198

1832.211

 

 

 

 

TOTAL

4043.045

4045.037

6764.594

 

 

PROFIT & LOSS ACCOUNT

 

 

PARTICULARS

31.03.2015

(6 Months)

30.09.2014

(18 Months)

31.03.2013

 

SALES

 

 

 

 

Revenue from Operations

2499.233

6618.572

4141.369

 

Other Income

64.840

54.639

45.492

 

TOTAL (A)

2564.073

6673.211

4186.861

 

 

 

 

 

Less

EXPENSES

 

 

 

 

Cost of Materials Consumed

983.212

2266.560

1630.038

 

Purchases of Stock-in-Trade

181.256

747.617

405.141

 

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

36.073

11.594

74.446

 

Employees benefits expense

396.325

1118.943

660.780

 

Exceptional Items

0.000

2417.632

0.000

 

Other expenses

688.093

2066.052

1211.271

 

TOTAL (B)

2284.959

8628.398

3981.676

 

 

 

 

 

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

279.114

(1955.187)

205.185

 

 

 

 

 

Less

FINANCIAL EXPENSES (D)

186.248

482.637

310.699

 

 

 

 

 

 

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

92.866

(2437.824)

(105.514)

 

 

 

 

 

Less/ Add

DEPRECIATION/ AMORTISATION (F)

48.042

233.703

147.802

 

 

 

 

 

 

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

44.824

(2671.527)

(253.316)

 

 

 

 

 

Less

TAX (H)

12.748

28.566

1.370

 

 

 

 

 

 

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

32.076

(2700.093)

(254.686)

 

 

 

 

 

 

EARNINGS IN FOREIGN CURRENCY

 

 

 

 

F.O.B. Value of Exports

1249.256

2578.997

2143.619

 

Freight, Insurance

30.423

75.633

44.787

 

TOTAL EARNINGS

1279.679

2654.630

2188.406

 

 

 

 

 

 

IMPORTS

 

 

 

 

Raw Materials

276.541

844.075

752.545

 

Capital Goods

4.643

7.298

19.151

 

TOTAL IMPORTS

281.184

851.373

771.696

 

 

 

 

 

 

Earnings / (Loss) Per Share (Rs.)

1.61

(139.37)

(14.65)

 

 

CURRENT MATURITIES OF LONG TERM DEBT DETAILS

 

Particulars

 

31.03.2015

(6 Months)

30.09.2014

(18 Months)

31.03.2013

Current Maturities of Long term debt

324.783

350.652

306.473

Cash generated from operations

402.513

739.256

182.634

Net cash flow from operating activity

401.689

736.960

182.281

 

 

KEY RATIOS

 

PARTICULARS

 

 

31.03.2015

(6 Months)

30.09.2014

(18 Months)

31.03.2013

Net Profit Margin

(PAT / Sales)

(%)

1.28

(40.80)

-6.15

 

 

 

 

 

Operating Profit Margin

(PBIDT/Sales)

(%)

11.17

(29.54)

4.95

 

 

 

 

 

Return on Total Assets

(PBT/Total Assets}

(%)

1.17

(68.89)

(4.64)

 

 

 

 

 

Return on Investment (ROI)

(PBT/Networth)

 

(0.03)

1.61

(0.22)

 

 

 

 

 

Debt Equity Ratio

(Total Debt /Networth)

 

(2.26)

(2.34)

3.63

 

 

 

 

 

Current Ratio

(Current Asset/Current Liability)

 

0.70

0.72

0.85

 

 

QUARTERLY RESULTS

 

Particulars

30.06.2015

Unaudited

(1st Quarter)

Net Sales

1197.470

Total Expenditure

1050.840

PBIDT (Excl OI)

146.630

Other Income

14.100

Operating Profit

160.730

Interest

95.620

Exceptional Items

NA

PBDT

65.110

Depreciation

20.610

Profit Before Tax

44.500

Tax

NA

Provisions and contingencies

NA

Profit After Tax

44.500

Extraordinary Items

NA

Prior Period Expenses

NA

Other Adjustments

NA

Net Profit

44.500

 

 

STOCK PRICES

 

Face Value

Rs.10.00

Market Value

Rs.61.00

 

 

FINANCIAL ANALYSIS

[all figures are in Rupees Million]

 

DEBT EQUITY RATIO

 

Particular

31.03.2015

(6 Months)

30.09.2014

(18 Months)

31.03.2015

 

(Rs. In Million)

(Rs. In Million)

(Rs. In Million)

Share Capital

173.793

199.693

199.693

Reserves & Surplus

968.432

(1861.234)

(1882.165)

Money received against share warrants

0.000

0.000

0.000

 Share Application money pending allotment

0.000

0.000

0.000

Net worth

1142.225

(1661.541)

(1682.472)

 

 

 

 

long-term borrowings

3103.328

2793.454

2704.802

Short term borrowings

738.110

741.779

778.543

Current Maturities Of Long-Term Debts

306.473

350.652

324.783

Total borrowings

4147.911

3885.885

3808.128

Debt/Equity ratio

3.631

(2.339)

(2.263)

 

 

YEAR-ON-YEAR GROWTH

 

Year on Year Growth

31.03.2015

(6 Months)

30.09.2014

(18 Months)

31.03.2015

 

(Rs. In Million)

(Rs. In Million)

(Rs. In Million)

Sales

4141.369

6618.572

2499.233

 

 

59.816

-62.239

 

 

 

NET PROFIT MARGIN

 

Net Profit Margin

31.03.2015

(6 Months)

30.09.2014

(18 Months)

31.03.2015

 

(Rs. In Million)

(Rs. In Million)

(Rs. In Million)

Sales

4141.369

6618.572

2499.233

Profit

(254.686)

(2700.093)

32.076

 

(6.15%)

(40.80%)

1.28%

 

 

 

 

 

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

Yes

8

Designation of contact person

Yes

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

 

17

Details of sister concerns

No

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 last 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

--

34

Payments terms

No

35

Negative Reporting by Auditors in the Annual Report

No

 

 

OPERATIONAL REVIEW/AFFAIRS OF THE COMPANY AND FUTURE OUTLOOK

 

The figures of Financial Year 2014-15 being 6 months are not strictly comparable with Financial Year 2013-14 being 12 months. However, the financial highlights are as under:

 

The Total Revenue for the financial year was Rs. 2464.072 Million as against Rs.6673.211 Million in the previous year. The Total Expenditure incurred in the current financial year was Rs. 2519.247 Million as against Rs. 6927.106 Million in the previous year. Exceptional expenses during the year were Nil against Rs. 2417.632 Million in the previous period.

 

The Profit After Tax for the financial year was Rs. 32.078 Million as against a Loss After Tax of Rs. 2700.093 Million for the previous financial year.

 

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.

 

 

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

 

Industry Overview

 

Introduction:

 

The Indian pharmaceutical market is currently sized at US$ 11.2 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 organised nature of the Indian pharmaceutical industry is attracting several companies that are finding it viable to increase their operations in the country.

 

Industry Characteristics:

 

The industry is dominated by the Indian companies controlling 70% of the market. Indian drug makers of all sizes have become attractive targets for acquisition by larger companies interested in backward integration or diversification as they have been aggressively investing in building manufacturing facilities to cater to the growing demand of low-cost drugs in developed markets.

 

The industry has recently seen increased M&A activity where large companies have made big ticket acquisitions with an aim to increase their footprint in the country. Some examples of such acquisitions include Abbot’s-Piramal merger and Sun Pharma- Ranbaxy merger.

 

The industry outlook remains positive given the following:

 

• Demand of low-cost drugs in the developed markets and Indian companies’ ability to do so.

• All sectors of Healthcare are growing in double digits – Health Insurance, Healthcare delivery, Contract Research, Pharmaceuticals (API, Drug Intermediates, Finished Formulations)

• Improved healthcare awareness among the citizens and increasing purchasing power

• Increase in overall access given the urbanization and companies investing in penetrating the markets.

 

Government Initiatives:

 

As per extant policy, FDI upto 100 per cent, under the automatic route, is permitted in the pharmaceutical sector for Greenfield investment. Hundred per cent FDI is also permitted for investments in existing companies under the government approval route. Further, the Government of India has also put in place mechanisms such as the Drug Price Control Order and the National Pharmaceutical Pricing Authority to address the issue of affordability and availability of medicines.

 

The Department of Pharmaceuticals has prepared a ‘Pharma Vision 2020’ document for making India one of the leading destinations for end-to-end drug discovery and innovation and for that purpose, the department provides requisite support by way of world class infrastructure, internationally competitive scientific manpower for Pharma Research and Development (R&D), venture fund for research in the public and private domain and such other measures.

 

In order to encourage production of drugs by indigenous industries, the 12th Five Year Plan (2012-17) has recommended capacity building of private sector to meet WHO-GMP standards and other international manufacturing standards. The overall focus on healthcare has increased given the overall outlay of 3% in the 12th Five Year Plan.

 

Some of the major initiatives taken by the government to promote the pharmaceutical sector in India are as follows:

 

• India plans to set up industrial parks in the pharmaceutical and information technology (IT) sectors in China to strengthen India-China trade and investment ties.

• Govt has launched RSBY (Rashtriya Seva Bima Yojana) to expand Health insurance cover by cutting on out-of-pocket expenses for BPL families.

• Increased focus on driving access to healthcare by increasing the numbers of Primary and Secondary Healthcare Centers.

 

Challenges facing the industry

 

Some of the key challenges facing the Indian Pharmaceutical Industry include:

• Margin pressure from Pharma generics

Complex regulatory policies

• Low R&D Productivity

• Low insurance penetration resulting in a self-pay market with considerable non-affordability and access barriers

• Lack of consumer awareness and education

• Heavy market fragmentation

• Debate over compulsory licensing remains a contentious issue

• Government thought process on linking patented drug prices to the country’s per-capita income in relation to certain developed markets could result in delayed patented drug entry into India.

 

Road Ahead:

 

The growth in Indian domestic market will be boosted by increasing consumer spending, rapid urbanization, and increasing healthcare insurance and so on. The lifestyle segments such as cardiovascular, anti-diabetes, anti-depressants and anti-cancers will continue to be lucrative and fast growing owing to increased urbanization and change in lifestyle patterns. Going forward, better growth in domestic sales will depend on the ability of companies to align their product portfolio towards these chronic therapies as these diseases are on the rise.

 

In various global markets, governments have been taking several cost-effective measures in order to bring down healthcare expenses. Thus, governments are focusing on speedy introduction of generic drugs into the market. This too will benefit Indian pharma companies.

 

For the US market, Indian companies are developing niche portfolios in various segments. High margin injectables, dermatology, respiratory, biogenerics, complex generics, etc., have become areas of interest. Most of the Indian pharma companies have been working on these niche drugs in order to optimize growth and margins. Moreover, generic penetration in the US is expected to peak out at 86-87 per cent over the next couple of years from 83 per cent currently.

 

Exchange rate used INR 1= US$ 0.0165 as on August 26, 2014 References: Consolidated FDI Policy, Department of Industrial Policy and Promotion (DIPP), Press Information Bureau (PIB), Media Reports, Pharmaceuticals Export Promotion Council.

 

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 undertook 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.

The company’s newly launched products Myotol-F (to treat polycystic ovarian syndrome) and Cal-K2 (in prevention and management of Osteoporosis) have been labelled as one of the best launches in their respective categories by the industry auditors. Each division currently has at least two products in the pipeline for the year 2015-2016

 

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 undertaken to ensure that the Health of the business is unaffected by unanticipated challenges:

 

       Breakage and Expiry was reduced from 3.46% to 2.63% in 6 Months period (October 2014 – March 2015) over the previous corresponding period

       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 mobile Reporting for the field force – This is the biggest system deployment this year where on-the-go mobile reporting has been introduced for the field force to improve the reporting efficiency.

·         Launch MTP (Monthly Tour Program) – for the failed force to plan the customer visit in a systematic way. 

·         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.

 

Other Strategic initiatives

 

Various initiatives to improve the mid-long term business health of the organisation were introduced during the year including:

  • A highly focused project to double the prescriber base and establish key brands in the market through key specialties.
  • Scientific Promotion through CMEs (Continued Medical Education)/RTMs (Round Table Meeting) to engaged the customer and hence increase the base.
  • Focus on creating regional profit centres
    • Expenses and Revenue to be tracked region wise to make sure that PCPM is above breakeven level.
  • Price increases were initiated to improve the profitability of the products
  • Expanding the prescriber base 3 times with structured approach
  • Various Scientific initiatives to develop corporate image among the doctors.
  • Incentive plan for field force encompassing the best incentive practices across the industry.
  • Broadening promotional focus to non-core customers by four times

The Company continues to focus on Gynecology, Orthopedics, Gastrointestinal, and Surgery therapeutic segments. Some of the key brands with unique differentiation include:

 

  • Cpink: An iron supplement with revolutionized IIC (Integrated Iron Complexation) technology which offers maximum absorption and compliance to the patients. Ranked among the top 4 brands in the respective segment.
  • Adtrol Plus: The only calcium supplement which addresses the missing link in osteoporosis that is Hyperhomocysteinemia. The brand is ranked 7th in its respective segment.
  • Rabiplus: Prepared with unique Optimally Stabilized Tri-layered enteric coated pallet technology which ensures 100% availability of drug at the site of absorption, offers faster onset of action as compared to competitors.
  • Folinine: Wanbury was first to launch this combination in Indian market. Wanbury launched the concept of

·         Hyperhomocysteinemia being an independent causal factor for pregnancy complication and proposed usage of this formulation for all 9 months which was a unique and highly successful concept. The product is currently Ranked No. 1 in the respective segment.

 

 

 

Erstwhile the Pharmaceutical Products of India Limited (PPIL) was merged with the Company, pursuant to the Order dated 24 April 2007, passed by Hon’ble Board for Industrial and Financial Reconstruction (BIFR).

 

The Hon’ble Supreme Court vide its order dated 16 May 2008, has set aside the above referred BIFR order and remitted the matter back to BIFR for considering afresh as per the provisions of Sick Industrial Companies (Special Provisions) Act, 1985 (SICA), in response to a petition filed by one of the unsecured creditors of erstwhile PPIL.

 

The BIFR has directed IDBI Bank, which has been appointed as an Operating Agency, to formulate new Draft Rehabilitation Scheme (DRS) pursuant to the Order of Hon’ble Supreme Court of India dated 16 May 2008. In the meanwhile, the Company has sought legal opinion and the Company has been advised to maintain status quo ante with respect to the merger under the said Scheme and that it should take further steps only on the basis of the fresh BIFR Order.

 

In view of the above, the Company has maintained a status quo. However, all actions taken by the Company pursuant to the sanctioned scheme shall remain subject to and without prejudice to the orders that may be passed by the BIFR while considering the case afresh pursuant to the directions of the Hon’ble Supreme Court in its order dated 16 May 2008.

 

As per BIFR Order dated 24 April 2007, statutory dues of erstwhile PPIL comprising of income tax Rs. 25.036 Million, profession tax Rs. 0.606 Million, custom duty Rs. 23.000 Million, sales tax Rs. 0.850 Million and excise duty Rs. 1.562 Million were required to be paid in six annual installments and the Company has pursuant to the scheme, allotted Non- Convertible Debentures (NCDs) of Rs. 24.250 Million and Optionally Fully Convertible Debentures (OFCDs) of Rs. 58.199 Million, to some of the lenders of erstwhile PPIL, out of which dues amounting to Rs. 15.267 Million and Rs. 58.199 Million in respect of NCDs and OFCDs respectively, remains payable at the period end. Since BIFR is considering the matter afresh, pending fresh directives from the BIFR, aforesaid dues have not been paid.

 

UNSECURED LOAN

                                                                                                                                                 (Rs. in Million)

Unsecured Loan

31.03.2015

(6 Months)

30.09.2014

(18 Months)

Short-term borrowings

 

 

Loans repayable on demand

 

 

From Banks

2.994

2.994

From Others

2.031

2.031

Total

5.025

5.025

 

 

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

75,000,000.00

Andhra Bank

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

C51368074

2

10535425

07/11/2014

4,700,000.00

Andhra Bank

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

C36257533

3

10490144

22/04/2014

150,000,000.00

SBI GLOBAL FACTORS LIMITED

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

C03791977

4

10501094

26/03/2014

45,000,000.00

Bank of India

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

C05651419

5

10319317

12/10/2011 *

355,200,000.00

BANK OF INDIA

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

B26537662

6

10318846

29/09/2011

251,800,000.00

Axis Bank Limited

Nariman Point Br., Atlanta, Gr. Floor, Nariman Point, Mumbai, Maharashtra - 400021, INDIA

B25740093

7

10251282

28/09/2010

50,000,000.00

EXPORT-IMPORT BANK OF INDIA

CENTRE ONE BUILDING, FLOOR 21,, WORLD TRADE CENTR 
E COMPLEX, CUFFE PARADE, MUMBAI, Maharashtra - 400 
005, INDIA

A98295660

8

10198432

22/05/2015 *

5,282,700,000.00

SBICAP TRUSTEE COMPANY LIMITED

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

C55298244

9

10203027

12/09/2014 *

5,171,000,000.00

SBICAP TRUSTEE COMPANY LIMITED

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

C36317857

10

10196180

30/11/2009

45,000,000.00

EXPORT-IMPORT BANK OF INDIA

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

A77296705

 

 

CONTINGENT LIABILITIES:

 

(Rs. in million)

PARTICULARS

31.03.2015

(6 Months)

30.09.2014

(18 Months)

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

 

Loans outstanding at the period end.

2295.354

(Euro 340.00 Lacs)

1766.366

(Euro 261.64 Lacs)

2659.004

(Euro 340.00 Lacs)

1999.538

(Euro 255.68 Lacs)

Disputed demands by Income Tax Authorities.

Amount paid under protest and shown as advance.

20.153

5.901

20.153

5.901

Disputed demands by Sales Tax Authorities.

Amount paid under protest and shown as advance

334.222

2.630

329.927

2.630

Disputed demands by Service Tax Authorities.

Amount paid under protest and shown as advance.

72.493

6.137

72.493

6.137

Disputed demands by Excise Authorities.

8.506

8.506

Disputed demands by National Pharmaceutical Pricing Authority (NPPA)

19.058

19.058

Claims against the Company not acknowledged as debts.

156.070

153.135

Custom Duty on Import under Advance License Scheme, Pending, fulfillment of Export obligation

171.911

120.154

 

 

UNAUDITED FINANCIAL RESULTS FOR THE QUARTER ENDED JUNE 30, 2015

 

(Rs. In Million)

 

 

Particulars

Quarter ended 30.06.2015

1

 

Income from Operations

 

 

 

Sales/Income from Operations (Gross)

1189.781

 

 

b) Other Operating Income

7.686

 

Total Income from Operations (Net)

1197.467

2

Expenses

 

 

a)

Cost of Materials consumed

426.817

 

b)

Purchase of Stock in trade

106.476

 

c)

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

(25.865)

 

d)

Employee benefit expenses

218.282

 

e)

Depreciation and amortization expense

20.610

 

f)

Other expenses

325.127

 

Total Expenses

1071.447

 

 

 

3

 

Profit /(Loss) from operations before other income, finance costs and exceptional items

126.020

4

Other Income

14.098

5

Profit /(Loss) from ordinary activities before finance costs and exceptional items

140.118

6

Finance Costs

95.617

7

Profit /(Loss) from ordinary activities after finance costs but before exceptional items

44.501

8

Exceptional Items

--

9

Profit /(Loss) from ordinary activities before tax

44.501

10

Tax Expense

--

11

Net Profit /(Loss) from ordinary activities after tax

44.501

12

Paid up equity share capital (Eq. shares of  Rs.10/- each)

199.693

13

Reserve excluding revaluation reserves

 

14

 

Earnings per share (before/after extraordinary items) of  Rs.10/- each

 

 

 

Basic & Diluted

2.23

 

 

 

 

A

 

PARTICULARS OF SHAREHOLDING

 

1

 

Public Shareholding

 

 

 

- No. of Shares

10190556

 

 

- Percentage of Shareholding

51.03%

2

 

Promoters and promoter group shareholding

 

 

 

a) Pledged/Encumbered

 

 

 

- Number of shares

6750973

 

 

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

69.04%

 

 

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

33.81%

 

 

b) Non- encumbered

 

 

 

- Number of shares

3027757

 

 

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

30.96%

 

 

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

15.16%

 

 

Particulars

Quarter Ended

30.06.2015

Pending at the beginning of the quarter

Nil

Received during the quarter

3

Disposed of during the quarter

3

Remaining unresolved at the end of the quarter

Nil

 

Note :

 

  1. The above financial results hove beer reviewed by the Audit Committee and have been taken an record at the meeting of the Board of Directors of the Company held on August 14, 2015.

 

2. The Company has only one segment of activity namely “Pharmaceuticals".


3. Erstwhile The Pharmaceutical Products of India Limited (PPIL) merged with the Company pursuant to the Scheme of Revival cum Merger (the Scheme) approved vide order doted April 24, 2007 by the Board for Industrial and Financial Reconstruction (BIFR) u/S 18 and other applicable provisions of the Sick Industrial Companies (Special Provisions) Act, 1985(SICA) w.e.f. April 01, 2006, being the appointed date.



Subsequently in response to a suit filed by one of the unsecured creditors of erstwhile PPIL, challenging the Scheme, the Hon’ble Supreme Court vide its order dated May 16, 2008. Has set aside the above referred BIER order and remitted the matter back to BIFR for considering afresh as per the provisions of SICA.



The matter is now under BIER’s reconsideration. BIER has directed IDBI Bank, which is an Operating Agency, to prepare the Draft Rehabilitation Scheme. In the meanwhile, the Company has sought legal opinion and has been advised to maintain status quo ante with respect to the merger under the said Scheme and that it should take further steps only on the basis of the fresh BIER order.



In view of the above, the Company has maintained a status quo. However, all actions taken by the Company pursuant to the sanctioned scheme shah remain subject to and without prejudice to the orders that may be passed by the BIER while considering the case afresh pursuant to the directions of the Hon'ble Supreme Court in its order dated May 16, 2008.



4. Exiin Bank has subscribed to 4,511 Preference Shares at Euro 1000/- each of Wanbury Holding B. V., a subsidiary company pursuant to the Preference Shore Subscription Agreement dated December 07, 2006, Pursuant to ‘the said agreement. Exim Bank has exercised Put Option vile letter dated November 08, 2011 and Company is required to pay USD 60 Lacs (Rs. 382.529 Million) to acquire aforesaid preference shares, Further, State Bank of India, London vide its letter dated July 11, 2012, has demanded repayment of Euro 3.260 Million ( Rs. 232.117 Million) together with interest till the date at repayment from the Company in terms of Guarantee AND Loan agreement dated September 27, 2007 vide which aforesaid credit facilities was granted to Cantabria Pharma S. L, the step dawn subsidiary of the Company. Bath the above mentioned dues being part of the CDP Scheme will be accounted upon arriving at mutually agreed terms of settlement with the respective parties.

5. The Company has initiated various measures, including restructuring of debts / business and infusion of funds etc. Consequently, in the opinion at the management, operations of the Company will continue without interruption. Hence, financial statements are prepared on a “going concern” basis.



6. Depreciation has been aligned to comply with the provisions of Schedule II of Companies Act, 2013 w.e.f. 1. from October 01, 2014 being dote of commencement of previous financial period. Accordingly, in the previous financial period, an amount of Rs. 517.40 Lacs (net off tax Rs. Nil) in relation to assets where useful life has already expired on October 01, 2014, has been charged to the Retained Earnings.



7. Figures for the quarter ended March 31, 2015 are the balancing figures between audited figures for the financial period ended March 31, 2015 and year to date limited review figures for the quarter ended December 31, 2014.

8. In compliance with the Companies Act. 2013, the current financial year will be from April 01, 2015 to March 31, 2016.

9. The figures for the previous periods have been regrouped, wherever necessary, to correspond with the figures of the current period.

 

 

FIXED ASSETS

 

Tangible Assets

 

       Free Hold Land

       Lease Hold Land

       Factory Building

       Plant and Machinery

       Furniture and Fixtures

       Vehicles

       Office Equipments

       Office Equipments

       Computers

 

Intangible Assets

 

       Brand (Setcal)

       Software

       Technical Knowhow


 

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.66.38

UK Pound

1

Rs.102.59

Euro

1

Rs.74.89

 

 

INFORMATION DETAILS

 

Information Gathered by :

DIP

 

 

Analysis Done by :

KAR

 

 

Report Prepared by :

SUJ


 

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

--PROFITABILITY

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 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.