ZYDUS LIFESCIENCES Share price

The Company was incorporated as Cadila Healthcare Private Ltd. on May 15 1995 under the Companies Act 1956 and subsequently the Company was converted into a public company and then renamed as Cadila Healthcare Ltd. effective from July 17 1996. The Company is flagship company of Zydus Cadila Group. The concept of "Total Healthcare" forms the core of Zydus Cadila''s operations. The Company''s operations include pharmaceuticals (human formulations veterinary formulations and bulk drugs); diagnostics. herbal products skin care products and other OTCproducts.Historically the business of erstwhile Cadila Group was carried out under its then flagship company Cadila Laboratories Limited and other companies namely Cadila Chemicals Limited Cadila Antibiotics Ltd. Cadila Exports Limited and Cadila Veterinary Limited. In the year 1995 the promoters decided to restructure the group. The restructuring package was aimed at allowing the individual promoting families (the Patel family and the Modi family) to pursue their independent business philosophies. Cadila Healthcare Limited ("Zydus Cadila") (controlled by Patel Family) and Cadila Pharmaceuticals Ltd. ("CPL") (controlled byModi family) took over the business of the erstwhile Cadila Group. The business of the group was divided into two equal parts. The present issue pertains to Cadila Healthcare Ltd. promoted by Patel family. A Scheme of Arrangement and Amalgamation was sanctioned by honorable High Court of Gujarat by order passed on May 2 1997 issued on August 16 1997. The Scheme was effective from June 1 1995. The salient features of the Scheme are as under :1. All properties rights lease tenancy rights and all other rights title interest or power of every kind nature and description whatsoever subject to all debts liabilities duties and obligations of the Transferor Companies save and except the specified assets to remain with Cadila Laboratories Limited without any further act or deed stand transferred to and vest in Zydus Cadila and CPL in equal proportion from June 1 1995.2. Zydus Cadila would issue 14884423 fully paid-up Equity Shares of Rs. 10/- each to the shareholders of Patel Group in exchange for the assets transferred to them of Transferor Companies.3. The name "Cadila" shall be used only for "Cadila Healthcare Limited" (Zydus Cadila) "Cadila Pharmaceuticals Limited" (CPL) and "Cadila Laboratories Limited" (CLL). However Zydus Cadila shall be open to enter into agreements whereby products manufactured in other companies in India or abroad may mention the words "Under license from Cadila Healthcare Ltd.". The permitted use of the name "Cadila" shall be available to Zydus Cadila till the time existing shareholders of Zydus Cadila as on the date of sanction of the scheme continue to hold not less than 40% of the shareholdings in Zydus Cadila. The expression"the existing shareholders" shall mean Shri Ramanbhai B. Patel their spouses and their linear descendants including their spouses and shall include all trusts of which they are sole beneficiaries their HUFs and their respective investment or other companies of which they are 100% shareholders (either as Karta of the HUFs or as trustee of the trusts of which they are sole beneficiaries or in their individual capacity).4. The land building and common facilities situated at 244 Ghodasar Maninagar Ahmedabad shall continue to vest in CLL. Zydus Cadila can continue to use the land building and common facilities up to January 30 2000.5. Fifty percent of the expenses for running and maintaining the land building and common facilities would be borne by Zydus Cadila.6. Balance facilities are divided between Zydus Cadila and CPL are being used independently by Zydus Cadila and CPL as agreed.7. Zydus Cadila would shift its manufacturing facilities to independent locations from the present location at Ghodasar Ahmedabad. In case Zydus Cadila continue at Ghodasar after January 31 2000 it would have to pay occupation charges at the rate of Rs. 2715000 per month for every month of use. The amount of monthly occupation charges payable after the first quarter shall automatically increase by 25% of the occupation charges payable for the subsequent quarter.After the restructuring Zydus Cadila set about reinforcing the diluted network field staff and product range on a war footing. Today it has over Rs. 3614.42 million turnover (FY 1998-99) company. with a strong domestic distribution network and a wide product range. Zydus Cadila recorded one of the highest growth rates in the industry that catapulted it from 15th position (source : ORG July 1995) to the sixth largest pharmaceutical Company in India (Source : ORG October 1999 - Moving Annual Total)The Company has neither defaulted/rescheduled its commitments with Financial Institutions nor has faced any labour unrest since its inception.