Dishman Carbogen Amcis Ltd

Dishman Carbogen Amcis Limited was incorporated in the year July 17, 2007. The Company is engaged in Contract Research and Manufacturing Services (CRAMS) and manufacture and supply of marketable molecules such as specialty chemicals, vitamins & chemicals and disinfectants with presence in Switzerland, UK, Europe, China and other countries. It has manufacturing and research facilities in India, Switzerland, France, The Netherland and China. As on 31st March 2019, the total number of subsidiaries including step down subsidiaries were 14. During the financial year ended 31 March 2017, Dishman Pharmaceuticals and Chemicals Limited (DPCL) and Dishman Care Limited were merged with DPCL's subsidiary Carbogen Amcis (India) Limited, with the key objective of business consolidation and simplification of the Group structure. The name of Carbogen Amcis (India) Ltd. was changed to Dishman Carbogen Amcis Ltd. with effect from 27 March 2017. Dishman Pharmaceuticals and Chemicals Ltd was incorporated in the year 1983 as a research-oriented organization. The company set up their first manufacturing unit in Naroda for phase Transfer Catalysts. The company earned the status of 'Quat Company' by establishing themselves in the Quat business. In the year 1995, the company formed a joint venture company with Schtz & Co, Germany called as 'Schutz Dishman Biotech Private Ltd'. They manufacture Chlorhexidine Base, Chlorhexidine HCl, Chlorhexidine Acetate and Chlorhexidine Gluconate solution, for the European market. In the year 1997, the company commenced their production in the unit I at Bavla. In the year 1998, the company established marketing subsidiaries Dishman Europe in London and Dishman USA in Middlesex New Jersey. In the year 2001, they signed the first contract-manufacturing project. The company converted their entire Bavla facility into 100% Export oriented Unit in the year 2003. Also, they acquired Chemconserve BV in Netherland. In April 2004, the company incorporated a wholly owned subsidiary company namely Dishman International Trade (Shanghai) Co Ltd in China. Also, they incorporated Dishman FZE, a wholly owned subsidiary company at Jebel Ali Free Zone in Dubai in July 2004. During the year 2004-05, the company entered into an agreement with a leading British company NU SCAAN, for the development & manufacture of Bulk Actives for Neutraceutical products. The company acquired the business together with the technology basket pertaining to a group of speciality chemical products from C6, a UK company. Also, they acquired a Manchester UK based Contract Research Company, Synprotec DCR Ltd., through their 100% wholly owned UK based subsidiary company Dishman Europe Ltd. During the year 2005-06, the company signed a Joint Venture and Shareholdes' Agreement with Arab Company for Drug Industries and Medical Appliances, Saudi Pharmaceutical Industries and Medical Appliances Corporation and Takamul Holding Company for Investments for manufacturing 20 API. The company formed a wholly owned subsidiary, Dishman Switzerland Ltd in Switzerland and through this company, they acquired Innovative Ozone Services Inc, a Switzerland based Contract Research Company. In August 2006, the company acquired the business of Carbogen Amcis AG which is a Switzerland-based process research and low-volume, highvalue API and hypo Potency products manufacturing company. During the year 2006-07, the company formed a wholly owned subsidiary in Switzerland with the name Dishman Pharma Solution AG and an Indian wholly owned subsidiary, Dishman Infrastructure Ltd for the SEZ project. Also, they incorporated a wholly owned subsidiary company with the name Dishman Pharmaceuticals & Chemicals (Shanghai) Co Ltd at Shanghai Chemical Industry Park in China. In April 2007, the company made a marketing joint venture with Azzurro Corporation of Japan, in the name of Dishman Japan Ltd for marketing products and services of Dishman group as a whole in Japan and South Korea. In October 2007, the company through their subsidiaries acquired fine chemicals, vitamin D and vitamin D analogue business of Solvay Pharmaceuticals BV in Netherland. During the year 2007-08, the company formed an Indian wholly owned subsidiary, namely Carbogen Amcis (India) Ltd with an investment of Rs 5 lakhs. In April 2008, they established a wholly owned subsidiary with the name Dishman Australasia Pty. Ltd in Australia. The new plant at Shanghai Chemical Zone is under construction. The commercial production is expected during the financial year 2008-09. The company has completed the installation of three API units at their Bavla facility and the fourth one will commenced their operation during the financial year 2008-09. Dishman Pharmaceuticals and Chemicals' (DPCL) state of the art Hi-Potency (Hi-Po unit) - Unit 9 at Bavla has come in operation during the year ended 31 March 2013. Three or four major Global Pharma majors have already completed safety studies, and regular business has started for this unit. Similarly, during the year under review, the Vitamin D3 unit has also commenced operations. DPCL started a new vertical viz. Generic API during the year under review. The idea is to take the advantage of several products already developed by the company in the form of around 25 to 30 potential good generic APIs for which the company has enough data available to immediately file the DMFs in the regulated market. DPCL has established a joint venture company namely Dishman Arabia Ltd. (50% holding by company) in Saudi Arabia. Subsequently, due to non-availability of required infrastructure and other related issues, the JV could not take off and decided for voluntary liquidation of the said JV. A Liquidator was appointed to sell of the assets of the Company. The main assets of the Company consisted of the piece of land, which was acquired to establish the production facility. During the year, liquidator has sold JV's land and the Company will be receiving Rs 1.50 crores (approx.) towards sale proceeds. Dishman Pharmaceuticals and Chemicals' (DPCL) wholly owned subsidiary - Carbogen Amcis AG Switzerland, which is operating in the CRAMS segment through its plant located in Switzerland and UK, has done very well during the financial year ended 31 March 2014. Carbogen Amcis has expanded its markets significantly and also improved the product basket. In February 2014, DPCL won a mandate from a U.S.-based mid-sized Pharmaceutical customer with 20 kg mfg valued at US$ 1.2 million. DPCL has upped the ante in cross selling its multiple broad-based capabilities across geographies and in leveraging fresh opportunities wherever possible. It has established a joint Global Sales team that now projects the Group as 'One Company - Two Brands' under the Carbogen Amcis and Dishman brands. As a result of this cross-selling approach, the company's sales team was able to win a new order in the non-potent Oncology space valued at US$ 20 million. Three or four major Global Pharma majors have already completed safety studies, and regular business has started for DPCL's state-of-the-art Hi-Potency (Hi-Po unit) - Unit 9 at Bavla. DPCL has firmed up a very effective plan for turning around Dishman China and the actual implementation of this plant started from the last quarter of FY2013-14. Dishman Pharmaceuticals and Chemicals' (DPCL) CRAMS business was back on the growth path in 2014-15. During the year, DPCL added 10-15 small biotech clients. The company's 100% wholly owned subsidiary - CARBOGEN AMCIS AG Switzerland (CAAG), which is operating in the CRAMS segment through its plant located in Switzerland and UK, has done quite well during the financial year ended 31 March 2015. During the year under review, the China facility has been put under the management of CAAG to cater to their gap of not having large volume manufacturing. Post taking over of the operations of China plant by CAAG, the China unit's performance has improved and the losses have considerably reduced. During FY 2014-15, Dishman Group has also made remarkable progress specifically in terms of the Oncology space, thanks to the focused hard work in the development process by partnering with many Oncology companies over last few years. Thus Dishman Group bagged a prestigious order for supply of high value added Oncology API for a highly effective Lung Cancer drug to a leading mid size Oncology Formulation company based out of US. The Octenadine Compound, launched during the year under review, received excellent market response. The company's state-of-the-art Hi-Potency (Hi-Po unit) - Unit 9 at Bavla has performed well during the year under review.During the year under review Dishman Japan Ltd. became wholly owned subsidiary of the Dishman Pharmaceuticals and Chemicals. During the year, Shanghai Yiqian International Trade Co. Ltd. was formed by DPCL's wholly owned subsidiary company Shanghai International Trading Co. Ltd. During FY 2015, DPCL made Rs 183.42 crore debt repayment by utilising cash accruals. The Board of Directors of Carbogen Amcis (India) Ltd at their meeting held on 24 February, 2016 approved a Scheme of Arrangement and Amalgamation amongst the company; Dishman Pharmaceuticals and Chemicals Limited (DPCL); Dishman Care Limited (DCL) and their respective shareholders and Creditors (Scheme) in terms of the provisions of Section 391 to 394 of the Companies Act, 1956. The Rationale of the Scheme, amongst others was to consolidate the business so as to provide a high level of synergistic integration, better operational management and provide value addition. It re-emphasizes the strategy of 'One Company, Two Brands' with both 'Dishman' and 'Carbogen Amcis' brands being reflected in one company. The appointed date for the Scheme was 1 January 2015. The Hon'ble High Court of Gujarat, vide its order dated 16th December, 2016 sanctioned the Scheme. The Scheme has become effective upon filing of certified copy of said order of Hon'ble High Court with the Office of Registrar of Companies, Gujarat/MCA on 17th March, 2017 (Effective Date). DPCL as a going concern stands amalgamated with the company with effect from the Appointed Date i.e. 1st January, 2015. Subsequently, in terms of the said Scheme, the name of company was changed to Dishman Carbogen Amcis Ltd. w.e.f. 27th March, 2017 vide fresh certificate of Incorporation pursuant to change of name issued by the Office of Registrar of Companies, Gujarat. Upon scheme became effective, 2,50,000 equity shares of the company held by DPCL have been stand cancelled and extinguished without consideration. During the financial year ended 31 March 2017, Dishman Carbogen Amcis performed exceedingly well by achieving increase in revenues as well as improvement of profitability parameters. This was made possible by increase in sales in CRAMS segment, achieving operational efficiencies, reduction in costs and consciously reducing the sales of low-margin products. The company started focusing on five key therapeutic areas, which are namely, oncology, ophthalmic, cardiovascular, CNS and drugs under orphan category. The reason for choosing these five therapies was largely driven by the idea of working towards addressing the unmet needs of the society. During the year, one of the life-saving oncology drugs, for which the company was doing development work on the API since last ten years, received the approval from the US FDA, which was a significant landmark in the history of the company. The company's CRAMS segment across India, Switzerland, France, UK and China manufacturing facilities has performed very well during the year under review on account of addition of new clients, new molecules and increase in repeat business from existing customers. The company's subsidiary Carbogen Amcis AG acquired a building in Switzerland so that it does not have to reject orders just on account of development capacity constraint. This building is expected to be operational from the end of first quarter of FY 2019. Once the building is operational, the development revenues of Carbogen Amcis are expected to increase significantly over a period of time. The API for one of the significant formulated product of the customer, which received approval from the US FDA in the last financial year, was successfully developed in the HiPo facility. The API which was successfully developed in the HiPo Plant was developed initially at the company's Swiss facility and then the molecule along with its technology was successfully migrated to the company's HiPo unit in India in the later phases of development work. Dishman Carbogen Amcis filed Drug Master File for one niche generic API, which is an imaging dye to detect lymphatic cancer in the very early phase.The Board of Directors of erstwhile Dishman Pharmaceuticals and Chemical Ltd. (DPCL) in its meeting held on 24 February 2016 recommended a Bonus issue of Equity shares in the ratio of 1 (one) equity share for every 1 (one) equity share held, as on the record date to be determined by the Board. On 5 May 2016, DPCL has issued and allotted 8,06,97,136 equity shares of Rs.2/- each, as fully paid-up bonus shares in the ratio of 1 (one) equity share for every 1 (one) equity share held to those shareholders whose names appear in the Register of Members / List of Beneficial owners as on the Record Date i.e. on May 3, 2016. On 13 July 2016, Dishman Carbogen Amcis formed a new wholly owned subsidiary company namely Dishman Carbogen Amcis (Singapore) Pte. Ltd. in Singapore. On 30 September 2016, erstwhile DPCL sold 50% stake of Dishman Biotech Ltd. (DBL), a subsidiary of DPCL to Mr. Janmejay R. Vyas. Earlier, DPCL was holding 72.33% stake in DBL and after selling of 50% stake, DBL ceased to be a subsidiary of DPCL and became a Joint Venture with a stake of 22.33%. In March 2017, DPCL sold the entire remaining 22.33% stake of DBL to Mr. Janmejay R. Vyas, Mrs. Deohooti J. Vyas, Ms. Aditi J. Vyas, Ms. Mansi J. Vyas and Mr. Arpit J. Vyas at the price of Rs.30/- per share. In March 2017, DPCL sold its whole stake of 40% aggregating to 4,000 equity shares of Bhadra Raj Holding Pvt. Ltd. (BHPL), Associate Company of DPCL to Mr. Janmejay R. Vyas and Mrs. Deohooti J. Vyas at a value of Rs.4,161.76 per share. On 10 March 2017, one of the wholly owned subsidiary viz. Cohecie Fine Chemicals B. V. (formerly known as Dishman Holland B.V.) was struck off/wound-up. Also, Bhardr-Raj Holdings Pvt. Ltd. and Dishman Biotech Ltd., has been discontinued to be an associate and joint venture company due to sale of investment by DPCL of the said companies. During the year, erstwhile DPCL has sold its whole stake of 0.01% being 130 shares (face value of Rs 10 each) of B.R. Laboratories Ltd. to Mr. Janmejay R. Vyas, Mrs. Deohooti J. Vyas, Ms. Aditi J. Vyas, Ms. Mansi J. Vyas and Mr. Arpit J. Vyas at a value of Rs.7.22 per share. During the year, erstwhile DPCL has sold its whole stake of 1% being 50,000 shares (face value of Rs 10 each) of Dishman Infrastructure Ltd., to Mr. Janmejay R. Vyas at a value of Rs.91.87 per share. During the year under review, as a part of global restructuring process, erstwhile DPCL has decided to transfer its 100% investment held in CARBOGEN AMCIS (Shanghai) Co. Ltd., China to its another wholly owned subsidiary company namely Dishman Carbogen Amcis (Singapore) Pte. Ltd., by way of a share swap arrangement for a consideration of RMB 189.51 million. Further, Dishman Carbogen Amcis (Singapore) Pte. Ltd., Singapore (DCASPL) intends to transfer the shares of CASCL to the company's wholly owned subsidiary CARBOGEN AMCIS Holding AG. Switzerland, by way of share swap. This will help the company in realigning the operations globally and ensure a more leaner and logical business structure. During the financial year ended 31 March 2018, Dishman Carbogen Amcis reinforced its philosophy of working towards achieving the vision of developing and manufacturing novel drugs, which are niche in nature and are able to address the world requirements by making the drugs available on an affordable and sustainable basis. The company's focus was to ensure that the operating margins are sustained in the financial year ending 31 March 2018 in spite of adverse macro and micro economic factors. Moreover, the company targeted to improve the net profit margin, which it was able to achieve due to sustained efforts on reducing the finance cost and bringing in operational efficiencies. All key business verticals of the company and also all major subsidiaries of the company have performed exceedingly well.With regard to its Contract Research And Manufacturing Services (CRAMS) business segment, one of the life-saving oncology drugs, which received the approval from the US FDA in FY 2017, received approval from the EU in FY 2018, which reinforces the strong technical know-how within the group. The CRAMS segment across all locations has performed very well during the year under review on account of addition of new clients, new molecules and increase in repeat business from existing customers. The company's subsidiary Carbogen Amcis AG commenced incurring capital expenditure on the new building it acquired in January 2017, for modification of the building to meet its developmental project requirements. This capital expenditure is part of group's year 2020 strategy and the company expects the phase I of the expenditure for this building to be completed by Q1 of FY 2018-19. This will help Carbogen Amcis AG to take additional orders for development work and increase the pipeline of products under development, thus increasing the chances of more molecules getting commercialized. During the year ended 31 March 2018, Dishman Carbogen Amcis improved capacity utilisation at its manufacturing facilities by focusing more on small and mid-sized global biotech companies. The company diversified across new geographies, besides increasing penetration in the US market and leveraging cross-selling opportunities. During the year, the company churned existing capacities better by focusing more on low-volume, high-value orders. The company's profitability margin improved with value-added order execution from Vitamin D analogues facility at Netherlands. On 6 June 2017, Dishman Carbogen Amcis issued and allotted 16,13,94,272 equity shares of Rs. 2/- each, as fully paid-up equity shares to the shareholders of erstwhile Dishman Pharmaceuticals and Chemicals Limited in the ratio of 1 (one) share of Dishman Carbogen Amcis Limited for every 1 (one) share held in erstwhile Dishman Pharmaceuticals and Chemicals Limited to those shareholders whose names appear in the Register of Members / List of Beneficial owners as on the Record Date i.e. on 31 May 2017, pursuant to the Scheme of arrangement and amalgamation. Trading of Dishman Carbogen Amcis shares on BSE and NSE commenced on 21 September 2017. During the last quarter of FY 2018, Dishman Carbogen Amcis has initiated the procedure to struck-off/ wound-up of its two dormant wholly owned subsidiaries namely Innovative Ozone Services Inc. (I03S) and Dishman Switzerland Ltd. Also, as reported last year, as a part of global restructuring process, during the year, Dishman Carbogen Amcis has transferred its 100% stake in CARBOGEN AMCIS (Shanghai) Co. Ltd. (CASCL) to its another wholly owned subsidiary namely Dishman Carbogen Amcis (Singapore) Pte. Ltd. (DCASPL) by way of share swaps arrangement for a consideration of RMB 189.51 million. Further, DCASPL has transferred its stake in CASCL to Dishman Carbogen Amcis' wholly owned subsidiary namely CARBOGEN AMCIS Holding AG., Switzerland (CAHAG), by way of share swap. After, this restructuring, Dishman Carbogen Amcis' stake in CAHAG has been reduced to 91.50% and remaining 8.50% has been held by DCASPL. During the year 2019, name of wholly owned subsidiary company viz. Dishman Netherland B. V. has been changed to CARBOGEN AMCIS B. V. During the year 2019, name of wholly owned subsidiary company viz. Dishman Japan Ltd. has been changed to Dishman CARBOGEN AMCIS (Japan) Ltd.During the year 2019, the Company received the intimation under SEBI (PIT) Regulations, 2015 and SEBI (SAST) Regulations, 2011 from its holding company viz. Bhadra Raj Holdings Pvt. Ltd. (BHPL), regarding transfer of its holding (61.40%) in the Company to Adimans Technologies Pvt. Ltd. (ATPL) pursuant to Scheme of Amalgamation amongst BHPL and ATPL and their respective shareholders and creditors duly approved by the Hon'ble NCLT, Ahmedabad Bench vide its order dated 14th November, 2018. Subsequently, ATPL has been converted into LLP viz. Adimans Technologies LLP w.e.f. 28th January, 2019 and subject to necessary disclosures under SEBI (PIT) Regulations, 2015 and SEBI (SAST) Regulations, 2011, have also been received by the Company. Accordingly, Adimans Technologies LLP now became a holding company. Read More