History of Ambalal Sarabhai Enterprises Ltd.

YEAR EVENTS 1977 - The Comp. was incorporated on 27th June, as a private limited company. It was converted into a public limited company on 29th December 1980. The objects are manufacture of drugs and pharmaceuticals, industrial chemicals, detergents, toiletries, electronics, engineering products, paper, glass & plastic containers & packaging materials. The Comp. also carries on industrial research & consultancy services.

- The restructuring & reorganisation of various Sarabhai Enterprises:

- [as] Elscope Private [Elscopes] became the owner of undertaking & business of Sarabhai Chemicals, Sarabhai Machinery and Bakubhai Ambalal; and

- [bs] Ofisade Private Limited [Ofisades] became the owner of undertakings & business of Sarabhai M.Chemicals, Swastik Household & Industrial Products, Systronics, Telerad, ORG Systems & Operations Research Group, Packart, Cotton and Cloth & WIPS, Sarabhai Research Centre & Sarabhai Electronics Research Centre. - As a part of reorganisation, the Comp. also acquired from Shahibag Entrepreneurs Pvt. Ltd., the entire share capital of Himinonic Detergents Industries Pvt. limited [Himionics] & from Kalindi Investments Pvt. Ltd., the entire share capital of Surac Holdings Pvt. limited [Suracs]. Thereupon Wadi Holdings Pvt. Ltd., the respective subsidiaries of Himionic & Surac, became subsidiaries of Company. These in turn hold the shares of the following joint venture companies. - As] P.T. Kamaltex, Indonesia: 71,250 No. of equity shares of face value equivalent of U.S.$10 each in P.T. Kamaltex out of its total paid up share capital equivalent of U.S.$ 37,50,000 divided into 3,75,000 equity shares equivalent of U.S. $10 each. The International Finance Corporation [U.S.As] & Private Investment Finance Corporation of Asia are major shareholders in P.T. Kamaltex.

- Bs] Blue Marlin Ltd., Mauritius: 19,000 No. of equity shares of the face value of K.Shg. 100 each of Kensara limited out of its paidup capital of K.Shg. 20,00,000 divided into 20,000 equity shares of K.Shg. 100 each.

- The shares in Himionic & Surac were acquired for an aggregate amount of Rs.473 lakhs.

- The acquisition of undertakings from Elscope became effective from 1st July.

- All shares issued to Ofisade Pvt. Ltd.

1978 - The acquisition of undertakings from Ofisade became effective from 16th May, but in terms of sale agreement.

- The Comp. issued further 11% Non-Convertible bonds of face value of Rs.166 lakhs to holding Companies of Sarabhai Enterprises & their subsidiaries to convert demand liabilities of that amount into deferred credits.

1979 - The Comp. acquired the entire shareholding of 24,700 No. of equity shares of Rs.500 each in SG for a total consideration of Rs.229.71 lakhs. While granting permission for this acquisition, the Reserve Bank of India & the Government of India stipulated that the undertaking of SG should be taken over by Company.

1981 - The Comp. proposed to undertake various other schemes of expansion, diversification, modernisation, research & development including those of SG Chemicals and Pharmaceuticals, limited All these schemes were to be implemented during the period.

- The new plant, machinery & equipment relating to the above mentioned schemes were to be installed near the existing plant where manufacturing & infrastructural facilities were available. In order to meet increase export demand for the Company synthetic detergent `Det' manufacturing facilities were being set up in the free trade zone at Kandla. - The Comp. received industrial licences for manufacture of several drugs & mini-computers/microprocessors-based systems & computer peripherals.

- As per the Gujarat High Court Order dated 27th March, SG was amalgamated with the Comp. with effect from 1st April 1979.

- In terms of Scheme of Amalgamation, the shareholders of SG, other than the Comp. [which held 24,700 No. of equity sharess] were allotted 50 fully paid equity shares of Rs.10 each at par & 27 fully paid 9% non-convertible redeemable bonds of Rs.100 each & 14 fractions each representing 1/20th of such bond of Rs.100 each in exchange of 2 shares of SG each of the face value of Rs.500. Thus, the Comp. issued & allotted a total of 6,82,500 equity shares of Rs.10 each as fully paid-up & 3,78,105-9% non-convertible redeemable bonds of face value of Rs.100 each as fully paid up.

- Standard Pharmaceuticals, Ltd., was amalgamated with the Company with effect from 1st April.

- In terms of Scheme of Amalgamation, equity shares of Rs.4.61 lakhs & redeemable bonds of Rs.21.19 lakhs of Comp. were to be issued to the erstwhile shareholders of Standard Pharmaceuticals, limited Due to this amalgamation, the Comp. derived the advantage of industrial licences for bulk manufacture of penicillin, Erythomycin, Ampicillin, Vitamin C, Doxy, doxycycline insulin & other pharmaceutical preparations. It was also expected to get tax benefit on the loss of Standard Pharmaceuticals of about Rs.138 lakhs pertaining to the previous years.

- The Comp. issued secured Convertible Debentures of Rs.10 crores on rights basis. The face value of each debenture was Rs.150. An amount of Rs.50 each debenture was converted into 5 equity shares at par on 1st July, 1983.

- Shares sub-divided. 90,000 shares then issued at par: 4,50,000 shares to directors/employees of Comp. & 1,80,000 shares to business associates of Comp. were reserved 83,70,000 shares offered to the public in February.

- 6,82,500 shares issued to the members of SG Chemicals & Pharmaceuticals Ltd., without payment in cash on its merger. 31,36,504 bonus shares issued [prop. 1:5s].

1982 - The fully automated synthetic detergent plant set up in Kandla Free Trade Zone was commissioned in the last quarter of year.

- It was proposed to manufacture sophisticated computer systems in collaboration with Sperry of U.S.A.

- It was proposed to amalgamate with the Comp. Swastik Household and Industrial Products P. Ltd., Ambernath [Maharashtras] SM Chemicals and Electronics P. limited Kandivli, Bombay & Whitco, Ltd. with effect from 1st July.

1983 - The Scheme of Amalgamation of Swastik Household Industrial Products Pvt. limited [SHIP, Pvt. Ltds] & S.M. Chemicals and Electronics Pvt. limited [SMCEPLs] with the Comp. was sanctioned by the Mumbai High Court & approval from the Gujarat High Court was received on 12th May 1987.

- As per the scheme, the Comp. issued to the shareholders of the amalgamating companies, 1,67,500 fully paid equity shares of Rs.10 each & 1,00,050-13% redeemable bonds of face value of Rs.100 each in August 1987.

- 633,33,330 shares allotted in part conversion of debenture 46,123 shares allotted without payment in cash to shareholders of Standard Pharmaceuticals Ltd., on its merger.

1984 - The Comp. issued 15% Secured non-convertible debentures for Rs.10 crores. The issue was substantially over-subscribed and after obtaining consent to retain the excess upto 50% of the issue debentures of Rs.15 crores were allotted on 1st February 1985. Further debentures of Re.1 crore were allotted by private placement to business associates in June 1985. The funds raised through these debentures were utilised for augmenting working capital resources. 1985 - In a bid to gain access to the latest innovations in various fields of technological specialisation achieved by World leaders in the field of bulk drugs & pharmaceuticals, electronics and synthetic detergents, a Scheme of Reorganisation of Ambalal Sarabhai Enterprises [ASEs] Ltd., was evolved. Under this scheme it was proposed to divide with effect from 1st July, the existing operations of ASE between ASE & its two subsidiaries to be named Sarabhai Electronics Ltd., & Sarabhai Surfactants, limited & give their shares to the existing shareholders of ASE on a pro-rata basis without payment as follows: 25 existing shares of Rs.10 each of ASE to be automatically exchanged without payment of 15 shares of Rs.10 each of restructured ASE, 6 shares of Rs.10 each of Sarabhai Surfactants limited & 4 shares of Rs.10 each of Sarabhai Electronics limited Shareholders holding less than 25 existing shares of ASE or such number of shares as is not a multiple of 25, will get shares of same three companies approximately in the proportion mentioned above.

- Upon such reorganisation, the Soaps & Detergents division of ASE along with its related R and D, industrial paper, plastic containers & packaging facilities will be transferred as a going concern to Sarabhai Surfactants limited Similarly, the Computer division of ASE along with its related R and D will be transferred as a going concern to Sarabhai Electronics, Ltd., which will specialise in computers, peripherals and instrumentation & represent well known foreign manufacturers like Sony, Sperry, Packard, Gibson, etc. Consequently, the restructured ASE along with Sarabhai Research Centre will specialise mainly in bulk drugs, pharmaceuticals & related health care fields. Negotiations were on for a technical and financial collaboration agreement with E.R. Squibb & Sons of U.S.A.

1986 - The Scheme of Amalgamation for merger of ASE, of its subsidiaries Himionic holdings Ltd., Wadi Holdings, Ltd., Surac Holdings, Ltd., Perion Holdings, Ltd., Wadi Financiers and Investments, Ltd., & Shahibag Investments limited with effect from 1st July was sanctioned by High Courts of Gujarat & Mumbai. 1987 - The Gujarat High Court gave its sanction for Scheme of Amalgamation on 24th December.

- SG Chemicals and Pharmaceuticals, limited [SGs], formerly known as Suhrid Geigy, Ltd., was a Comp. in which Ciba-Geigy Ltd., Basle, Switzerland & its associates held 47 1/2% of paid up capital. Ciba-Geigy discotinued its technical collaboration with SG with effect from 1st Junuary, 1976.

- As per the scheme of arrangement Sarabhai Electronics limited [SELs] in which the Electronics division of ASE had been vested, issued 35,82,536 of its equity shares to the shareholders of Company - 1,67,400 No. of Equity shares allotted without payment in cash to members of SHIP Pvt. Ltd., & SMCPL on their merger.

1988 - The Comp. suffered a severe setback due to non-availability of working funds resulting in underutilisation of capacity.

- The Comp. entered into an understanding with Bristol-Myers Squibb Corporation, U.S.A for technical know-how in the manufacture of pharmaceuticals & penicillin. This was done with a view to takeover as a going concern the existing undertaking of Synbiotics limited for manufacture of bulk drugs.

- An agreement was concluded on 2nd August for sale of 9,38,850 No. of equity shares of Rs.10 each held by Company in Swastik Surfactants limited [SSLs] for a consideration of Re.1 crore & for discharge of SSL of its liability of ASE & Associates including Rs.11.66 crores in terms of scheme of arrangement. This sale was completed by delivery of shares on 3rd November.

- The Comp. disinvested in entire shareholding of 500 No. of equity shares of Rs.1000 each of its wholly owned subsidiary SG Chemicals & Dyes Trading Ltd., for a consideration of Rs.200 lakhs.

- 35,82,536 shares cancelled consequent upon the transfer of assets to Sarabhai Electronics Ltd.

1989 - Government granted the industrial licence for project. Government approval was also received for M/s. Bristol - Myers Squibb [USAs] to participate to the extent of 8,00,000 shares in the equity capital of Company.

- The Comp. proposed to issue fresh equity of Rs.1870 lakhs to shareholders/public for project.

- The Comp. entered into technical collabortion agreements with Avesta [Swedens] & Pannevis [Netherlandss] for manufacture of special process equipments & screen making equipment.

1990 - 171,29,622 shares allotted as fully paid-up to bondholders of series `A' & `B' on redemption of said bonds.

1991 - The Comp. had received necessary permission under the FERA, 1973 for acquiring 6,000 equity shares of Rs.1000 each of the subsidiary Company, Synbiotics Ltd., which were being held by E.R. Squibb and Sons Inc. Necessary approvals from other authorities were awaited.

- The Comp. revalued most of its assets excluding those of Standard Pharmaceuticals, Calcutta, as on 31st March. The surplus of Rs.1605.75 lakhs representing the increase in the value of land was credited to capital reserve No.1 & the surplus of Rs.5032.45 lakhs representing increase in the value of other major assets was credited to capital reserve No.2.

- The objects of public issue of equity capital were [is] to strengthen the financial resources of Comp. to maintain the tempo of its rapid growth & [iis] to make its shareholding more broadbased.

1993 - 2,70,39,214 shares allotted on conversion of 15% non-convertible debentures & 13.5% convertible debentures in terms of special resolution passed in EGM.

1994 - The Comp. introduced highly purified insulin injections manufactured under technical collaboration with Biobras of Brazil which received enthusiastic response from the medical profession.

1995 - The full range of highly purified procine insulin launched and manufacturing started for human insulin products. An oral formulation `Contramal' manufactured in collaboration with Grunenthal of Germany was launched.

- The Electronics division introduced an auto-scanning/computing Densitometer.

- 19,66,538 shares issued at an issue price of Rs.22.25 per share to Sarabhai Group Investments Companies, towards settlement of their loans & interest due thereon.

1996 - The Comp. introduced new `Cardiovascular' anti-inflammatory and antiheptic ulcer drugs in addition to extension of existing products.

- The Comp. obtained industrial licences for manufacture of [is] fatty acids from minor edible oils, [iis] Sorbitol & [iiis] increcal [cycocel technicals] an agrochemical. Letters of intent were in hand for manufacture of [is] Chlorine & its salts & [iis] screen making equipment. Industrial licence for the manufacture of [is] electronic measuring & testing instrument, [iis] closed cirucuit television systems & [iiis] Special process equipment including vacuum dryers, sterilisers, evaporators, crystallisers, heat exchangers etc. were in the process of being endorsed in the name of Company. The Company application for manufacture of computer peripherals & micro-processors was pending with Government.

2007

-Ambalal Sarabhai Enterprises Ltd has appointed Mr. B S Bohra as Additional Director of Comp. w.e.f. April 20, 2007.