1. Basis of Preparation of Accounts
The ''Pharmaceutical undertaking'' of Alembic Limited got demerged and
transferred to Alembic Pharmaceuticals Limited with effect from
01.04.2010 (the appointed date) in pursuance to the Scheme of
Arrangement as approved by the Hon''ble Gujarat High Court. Accordingly
these financial statements do not include the Financial Statement of
the said ''Pharmaceutical undertaking'' of Alembic Limited for the period
from 01-04-2010 to 31-03-2011.
Further, these Financial Statements have been extracted from the books
of account and records maintained by Alembic Limited jointly with its
Pharmaceutical undertaking i.e. Resulting Company in the SAP ERP
system. This extraction and compliation is as envisaged by the scheme
and on the basis of various allocation made as under:
Profit and Loss Account
i) All the direct and specifically identifiable revenue and expense
items such as Sales, Material Consumption, Manufacturing Cost, Employee
Cost, Research and Development Expenses etc. have been taken at actual
based on SAP profit center/cost center data.
ii) All Corporate Overheads (not restricted to or pertaining to any
specific business) have been allocated on total turnover ratio.
iii) All API marketing expenses have been allocated on API turnover
ratio except freight charges and foreign travel expenses which have
been allocated on API export turnover ratio.
iv) Interest Expense / Income identifiable have been allocated at
actual and common interest cost was allocated as under
a) Interest on short term loan has been allocated based on asset ratio
b) Interest on PCFC has been allocated based on total export turnover
ratio
Balance Sheet
i) All direct and specifically identifiable assets such as Fixed
Assets, Investments, Current Assets, Debtors, Inventories and others
have been considered at actual as per SAP records.
ii) Common Secured & Unsecured loans were allocated on the basis of
Asset taken over ratio. Within the total allocated amount, Fixed
Deposits and Commercial Papers were allocated to Resulting Company as
the same are to be serviced by Resulting Company and the balancing
figures were retained for short term loans.
iii) Bank Account for dividend warrant considered for Demerged Company,
rest have been allocated based on Asset Ratio. FD pledged with Banks
has been considered for Resulting Company.
iv) Loans & Advances
a) Advance Tax and Provision for Taxation up to 31st March, 2010 was
retained in Demerged Company as per the Scheme. Current year advance
tax and provision was identified based on taxable income and therefore
was allocated to Resulting Company.
b) TDS receivable of the current year was identified and allocated to
companies where the relevant income was booked.
c) Inter company deposits given were considered for Resulting Company
only.
v) Current liabilities which were identifiable have been considered at
actual as per SAP records. Others have been taken in rationally
allocated manner.
vi) All direct and specific identifiable Reserves have been considered
at Actual and others as per Scheme of arrangement.
2. The Company has converted a part of the land as stock in trade with a
view to exploit it as a part of its Real Estate business. The
conversion has been done at a fair market value of Rs. 3,109.64 lacs
for the land based on report from approved valuers. The revaluation
surplus has been credited to the revaluation reserve.
3. As per Scheme of Arrangement duly approved by the Honourable High
Court of Gujarat, as on the appointed date i.e.1.4.2010, the Company
has revalued assets of its Vadodara undertaking and the net increase in
net book value of the assets including out of the revaluation of Land
appurtenant thereto has firstly been credited to ‘Revaluation Reserve’
and thereafter has been renamed as ‘Business Restructuring Reserve’ and
such Reserve shall be available to meet the costs, expenses and
losses,including on account of impairment of or write down of assets of
the Vadodara undertaking which may be suffered by the Company pursuant
to this Scheme or otherwise in course of its business or in carrying
out such re-organization of Vadodara undertaking or any of its
subsidiaries as the Company considers necessary or appropriate. Such
Reserve shall be arising out of the Scheme and shall not be considered
as a reserve created by the Company.
The said accounting treatment of crediting the net increase in the net
book value of the assets to the Revaluation Reserve has been as
approved in the Scheme but it is different from the one that is
prescribed under Accounting Standard 10 i.e. “Accounting of Fixed
Assets”.As prescribed in AS-10, the downward revaluation has to be
charged off to Profit and Loss Account and the upward revaluation has
to be credited to Revaluation Reserve.
The above treatment has resulted in to a lower charges of Rs. 52.75
Crores to the Profit and Loss Account and the Revaluation Reserve /
Business Restructuring Reserve is shown lower by a like amount.
Depreciation, hereafter will be charged on the revalued amount of the
assets.
4. In pursuance of Honourable Gujarat High Court’s Order, the
Pharmaceutical Undertaking of the Company is demerged and transferred
to Alembic Pharmaceuticals Limited w.e.f. appointed date 1st April
2010. Accordingly, above results do not include results of said
pharmaceutical undertaking. As a result of such transfer of business,
current year’s figures are not comparable with the previous year.
5. Alembic Pharmaceuticals Limited (APL) was wholly owned subsidiary of
the Company as on 31/3/2011. Consequent upon allotment of 13,35,15,914
equity shares of Rs.2/- each to the shareholders of Alembic Limited on
15/4/2011, as per the Scheme of Arrangement, the shareholding of the
Company in APL has reduced from 100% to 29.18%. Since the Scheme of
Arrangement is effective from the appointed date i.e. 01/04/2010
pursuant to the order of the Hon’ble High Court, the results of APL
have not been consolidated with the Company’s results.
(Rs in Lacs)
As at 31st March, 2011 2010
6 Estimated amount of contracts remaining
to be executed on capital
accounts 69.06 953.08
8 Contingent liabilities not provided for.
i Wage revision and reinstatement of emplo
yees and other demands Unascer Unascer
tained tained
ii Letter of credit, Guarantees and counte
r guarantees 329.98 4,412.35
iii Liabilities Disputed in appeals
- Excise duty 385.25 1,015.22
- Sales Tax 242.21 446.14
iv Claims against the company not acknowleged
as debt 3.00 114.10
v Disputed liability in respect of Ministry of
Industry, Department of - 34.93
Chemicals and Petrochemicals in respect of
price of Rifampicin allowed in formulations
and landed cost of import.
vi Income tax 669.20 757.22
vii Non fulfilment of export obligation again
st advance licence 104.26 250.95
viii Contingent liability in respect of US$
2 million being receipts against - 898.40
transfer of IP rights of a product developed
by Company pending relevant approvals from the
USFDA
7. Segment Reporting
Primary Segment
The Company has identified “Pharmaceuticals” as the only primary
reportable segment.
In view of the inter-woven/inter-mixed nature of business and
manufacturing facility, other secondary segmental information is not
ascertainable.
8 Disclosures in respect of Related Parties pursuant to Accounting
standard - AS 18 - issued by the Institute of Chartered Accountants of
India are as follows.
List of Related Parties with whom the Company has entered into
transactions during the year.
(a) Controlling Companies: There is no controlling Company
(b) Subsidiary and Fellow Subsidiary: Alembic Pharmaceuticals Limited
was a subsidiary of the Company as on 31st March, 2011 and consequent
to the allotment of further shares as per the approved Scheme of
Arrangement on 15th April, 2011, it ceased to be the subsidiary of the
Company
(c) Associate Companies :
1 Alembic Pharmaceuticals Ltd. 6 Paushak Ltd.
2 Sierra Healthcare Ltd. 7 Alembic Export Ltd.
3 Nirayu Pvt. Ltd. 8 Viramya Packlight Ltd
4 Quick Flight Ltd. 9 Incozen Therapeutics Pvt. Ltd.
5 Shreno Ltd. 10 Rhizen Pharmaceuticals
11 Sierra Investments Ltd.
12 Whitefield Chemtech Pvt. Ltd.
(d) Key Management personnel :
1 Shri C .R. Amin Chairman
2 Smt M.C. Amin Whole-time Director
3 Shri Sanjay Bhatt Director & Company Secretary
(e) Relatives of Key Management Personnel :
1 Shri Pranav Amin 6 Ms.Ninochaka Kothari
2 Shri Shaunak Amin 7 Ms. Shreya Mukherjee
3 Shri Udit Amin 8 Mrs. Rajashri Bhatt
4 Ms. Yera Amin 9 Mr. Bhargav Bhatt
5 Ms. Jyoti Patel 10 Mr. Pranav Bhatt
9 Figure shown in brackets are corresponding figure of previous year.
10 Previous Year’s figures have been regrouped/re-arranged wherever
necessary. |