1. Basis of Preparation of Accounts
The Hon''ble Gujarat High Court has approved, as on 24 January 2011, a
Scheme of Arrangement containing demerger of ‘pharmaceutical
undertaking'' into wholly owned subsidiary company viz. Alembic
Pharmaceuticals Limited – the resulting company, which ceased to be a
subsidiary consequent to the allotment of further shares as per the
said Scheme on 15th April 2011, and is now an associate of Alembic
Limited.
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 above. Accordingly,
these financial statements 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 pertaining to the said
Pharmaceutical undertaking have been extracted from the books of
account and records maintained by Alembic Limited jointly with its
Vadodara undertaking i.e. Demerged 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.
(Rs. in Lacs)
As at 31st March, 2011
4. Contingent liablities not provided for:
i. Letter of credit, Guarantees and 8,396.96
counter guarantees
ii. Liabilities Disputed in appeals
- Excise duty 641.03
- Sales Tax 1,112.31
iii. Claims against the company not
acknowledged as debt 48.10
iv. Non fulfilment of export obligation
against advance licence 65.53
v. Disputed liability in respect of Ministry
of Industry, Department of Chemicals and
Petrochemicals in respect of price of
Rifampicin allowed in formultaions and
landed cost of import. 34.93
5. Investment in Incozen Therapeutics Private Limited, a Company
incorporated in India and engaged in development activities in area of
‘drug discovery and clinical development''. Company has invested Rs 3
Crore as the seed round of funding of which Rs 1 Crore is towards
capital and Rs 2 Crore towards share premium amount.
7. Provsion for Current Tax includes Provision for Wealth Tax of Rs.
0.52 Lacs
9. a. The Company enters into Currency Swaps to hedge against
fluctuation in changes in exchange rate and interest rates as on 31st
March 2011
No. of Contracts 1
Notional Prinicpal (1 Contract) USD 1.67 Million
12. 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.
13. 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: Alembic Limited was holding 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 by Alembic
Pharmaceuticals Limited, Alembic Limited ceased to be the holding
Company.
b. Subsidiary and Fellow Subsidiary: There is one Subsidiary Company
called Alembic Global Holding SA.
c. Associate Companies:
1. Alembic Ltd.
2. Sierra Healthcare Ltd.
3. Nirayu Pvt. Ltd.
4. Quick Flight Ltd.
5. Shreno Ltd.
6. Paushak Ltd.
7. Alembic Export Ltd.
8. Viramya Packlight Ltd
9. Incozen Therapeutics Pvt. Ltd.
10. Rhizen Pharmaceuticals
11. Sierra Investments Ltd.
12. Whitefield Chemtech Pvt. Ltd.
d. Key Management personnel
1. Shri C .R. Amin Chairman and Managing Director
2. Shri R. K. Baheti Director- Finance & Company Secretary
3. Shri Pranav Amin Director, President-International Business
4. Shri Shaunak Amin President - Formulations
5. Shri Udit Amin Chief Business Development Officer
e. Relatives of Key Management Personnel :
1. Smt. Malika Amin
2. Ms. Yera Amin
3. Ms. Jyoti Patel
4. Ms. Ninochaka Kothari
5. Ms. Shreya Mukherjee
6. Mrs. Barkha P Amin
7. Mrs. Krupa S. Amin
8. Mrs.Tishya U. Amin
9. Ms. Samira Amin
10. Master Ranvir Amin
11. Ms. Nayantara Amin
12. Ms. Santosh Baheti
13. Mr. Saurabh Baheti
18. Since this is the first year of Company''s operation, the previous
year''s figures have not been given.
|