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Aurobindo Pharma
BSE: 524804|NSE: AUROPHARMA|ISIN: INE406A01037|SECTOR: Pharmaceuticals
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Explore Aurobindo Pharm connections « Mar 10
Notes to Accounts Year End : Mar '11
1.  Capital commitments
 
 Estimated amount of contracts (net of advances) remaining to be
 executed on capital account and not provided for - Rs.1,980 (March 31,
 2010: Rs.1,168).
 
 2.  Contingent liabilities
 
 Particulars                        March 31, 2011      March 31, 2010
 
 Premium on potential redemption 
 of Foreign Currency Convertible 
 Bonds(FCCBs)                       Refer note          Refer note
 
                                    6(d) below          6(d) below
 
 Outstanding bank guarantees             341.4               244.8
 
 Claims arising from disputes 
 relating to direct and 
 indirect taxes not acknowledged 
 as debts                                190.6               217.5
 
 Claims against the company not 
 acknowledged as debts                    20.4                 4.9
 
 3. Sub-division of shares
 
 In the current year with effect from February 11, 2011, the Companys
 equity shares of face value Rs.5 each have been subdivided into five
 equity shares of face value Rs.1 each. Consequently, the basic and
 diluted earnings per share, dividend, and nominal value of shares of
 the previous year have been recalculated and disclosed accordingly.
 
 4.  Foreign Currency Convertible Bonds
 
 The Company issued Foreign Currency Convertible Bonds (FCCBs) during
 the years ended March 31, 2006 and March 31, 2007. The details of such
 issue are given below:
 
 a.  FCCBs issued during the year ended March 31, 2006:
 
 60,000 Zero Coupon FCCBs due in 2010 of USD 1,000 each on the following
 terms:
 
 . either convertible by the holders at any time on or after September
 20, 2005 but prior to close of business (at the place the bonds are
 deposited for conversion) on August 8, 2010. Each bond will be
 converted into fully paid up equity shares with par value of Rs.5 per
 share at a fixed price of Rs.522.036 per share at a fixed exchange rate
 conversion of Rs.43.3925 = USD 1; or
 
 . redeemable in whole but not in part at the option of the Company at
 any time on or after February 25, 2008 and on or prior to August 1,
 2010 as per the terms and conditions of the bonds mentioned in the
 Offering Circular;
 
 . redeemable on maturity date at 139.954% of its principal amount if
 not redeemed or converted earlier.
 
 b.  FCCBs issued during the year ended March 31, 2007:
 
 150,000 Zero Coupon FCCBs due in 2011 (Tranche A Bonds) of USD 1,000
 each and 50,000 FCCBs due in 2011 (Tranche B Bonds) of USD 1,000 each
 were issued on the following terms:
 
 . either convertible by the Tranche A bondholders at any time on or
 after June 27, 2006 but prior to close of business (at the place the
 bonds are deposited for conversion) on May 10, 2011 and by the Tranche
 B bondholders at any time on or after May 17, 2007 (Conversion price
 setting date) but prior to close of business (at the place the bonds
 are deposited for conversion) on May 10, 2011. Each Tranche A bond will
 be converted into fully paid up equity shares with par value of Rs.5 per
 share at a fixed price of Rs.1,014.06 per share at a fixed exchange rate
 conversion of Rs.45.145 = USD 1. Each Tranche B bond will be converted
 into fully paid up equity shares with par value of Rs.5 per share at a
 fixed price of Rs.879.13 per share at a fixed exchange rate conversion of
 Rs.45.145 = USD 1; or
 
 . redeemable by the Company in respect of Tranche A bonds at the
 relevant accreted principal amount, in whole but not in part at any
 time on or after November 16, 2008 and on or prior to May 10, 2011 and
 in respect of Tranche B bonds at the relevant Accreted Principal
 Amount, in whole but not in part at any time on or after May 17, 2009
 and on or prior to May 10, 2011 as per the terms and conditions of the
 bonds mentioned in the Offering Circular;
 
 . redeemable at 146.285% of its principal amount on maturity date in
 respect of Tranche A bonds and at 146.991% of its principal amount on
 maturity date in respect of Tranche B bonds if not redeemed or
 converted earlier.
 
 c.  Outstanding FCCBs
 
 . In respect of the bonds issued during the year ended March 31, 2006,
 29,664 bonds of USD 1,000 each were converted into 2,465,714 equity
 shares of Rs.5 each at premium of Rs.517.036 during the year (before
 sub-division of shares), and 2,118 bonds of USD 1,000 each were
 redeemed on maturity date during the year. The outstanding FCCBs as at
 March 31, 2011 is Nil (March 31, 2010: 31,782).
 
 . In respect of the bonds issued during the year ended March 31, 2007,
 the outstanding FCCBs as at March 31, 2011 is 139,200 bonds of USD
 1,000 each (March 31, 2010: 139,200).
 
 d.  Redemption premium on potential redemption of FCCBs
 
 . The cumulative premium on potential redemption of FCCBs issued during
 the years ended March 31, 2006 and March 31, 2007 aggregates to USD
 70.2 (March 31, 2010: USD 58.6) equivalent to Rs.3,132.0 (March 31, 2010:
 Rs.2,632.6). The payment of premium on redemption is contingent in
 nature, the outcome of which is dependent upon uncertain future events.
 Hence, no provision is considered in the accounts in respect of such
 premium for the year.
 
 e.  In the current year with effect from February 11, 2011, the
 Companys equity shares of face value Rs.5 each have been subdivided into
 five equity shares of face value Rs.1 each. The conversion price and the
 number of shares for conversion mentioned in above paragraphs for
 outstanding FCCBs will be adjusted accordingly effective February 11,
 2011 as per the Offering Circular.
 
 f.  In the opinion of the Company, as the bonds are convertible into
 equity shares and accordingly, the creation of debenture redemption
 reserve is not required.
 
 5.  Employee stock options (Refer Note 5 above)
 
 a.  Employee Stock Option Plan ESOP-2004
 
 The Company instituted an Employee Stock Option Plan ESOP-2004 as per
 the special resolution passed in the 17th Annual General Meeting held
 on July 31, 2004. This scheme has been formulated in accordance with
 the Securities Exchange Board of India (Employee Stock Option Scheme
 and Employee Stock Purchase Scheme) Guidelines, 1999 to grant options
 of 507,700 to eligible employees on August 1, 2004 and July 28, 2005.
 The method of settlement under scheme is by issue of equity shares of
 the Company. Each option comprises of one underlying Equity Share of Rs.5
 each. The said options vest on an annual basis at 15%, 20%, 25% and 40%
 over a period of four years and can be exercised over a period of six
 years from the date of grant of options.
 
 The options have been granted at the then prevailing market price of
 Rs.362.60 per share and hence the question of accounting for employee
 deferred compensation expenses does not arise as the Company follows
 intrinsic value method.
 
 b.  Employee Stock Option Plan ESOP-2006
 
 The Company instituted an Employee Stock Option Plan ESOP-2006 as per
 the special resolution passed in the 19th Annual General Meeting held
 on September 18, 2006. This scheme has been formulated in accordance
 with the Securities Exchange Board of India (Employee Stock Option
 Scheme and Employee Stock Purchase Scheme) Guidelines, 1999. The
 compensation committee accordingly, granted total 58,000 options under
 three grants of 35,000, 5,000 and 18,000 options to eligible employees
 on October 30, 2006, July 31, 2007 and October 31, 2007 respectively.
 The method of settlement under scheme is by issue of equity shares of
 the Company. Each option comprises of one underlying Equity Share of Rs.5
 each. The said options vest on an annual basis at 10%, 15%, 25% and 50%
 over a period of four years and can be exercised over a period of six
 years from the date of grant of options. The options have been granted
 at the then prevailing market price of Rs.603.50, Rs.661.75 and Rs.572.50 per
 share respectively and hence the question of accounting for employee
 deferred compensation expenses does not arise as the Company follows
 intrinsic value method.
 
 6.  Employee benefits
 
 a.  Disclosures related to defined contribution plan
 
 Provident fund contribution recognized as expense in the Profit and
 Loss Account is Rs.72.2 (March 31, 2010: Rs.57.5).
 
 b.  Disclosures related to defined benefit plan
 
 The Company has a defined benefit gratuity ptan. Every Employee who has
 completed five years or more of service gets a gratuity on departure at
 15 days last drawn salary for each completed year of service.
 
 7.  Details of security given for secured loans
 
 a.  Term loans are secured by:
 
 . first pari passu charge on all the present and future fixed assets of
 the Company both movable and immoveable property.
 
 b.  Other working capital loans from banks are secured by:
 
 . first charge by way of hypothecation of all the stocks, book debts
 and other current assets (both present and future).
 
 . second charge on all the fixed assets of the Company both present and
 future subject to charges created in favor of term lenders.
 
 8.  Export incentives
 
 Sales for the year include export incentives on account of various
 schemes amounting to Rs.504.2 (March 31, 2010: Rs.515.7).
 
 9.  Disclosure regarding derivative financial instruments
 
 a.  The aggregate amount of forward contracts entered into by the
 Company and remaining outstanding at year end are given below:
 
 Sell
 
 US $ Nil (March 31, 2010: US $ 16.0, INR 718.4) - To hedge receivables
 in foreign currency.
 
 Buy
 
 US $ 11.6, INR 519.3 (March 31, 2010: Nil) - To hedge payables in
 foreign currency.
 
 10.  Sundry creditors
 
 a.  In respect of the amounts mentioned under Section 205C of the
 Companies Act, 1956 there are no dues that are to be credited to the
 Investor Education and Protection Fund as at March 31, 2011 (March 31,
 2010: Rs.Nil).
 
 11.  Related party disclosures
 
 i.  Names of related parties and description of relationship a.
 Subsidiaries
 
 1.  APL Pharma Thai Limited, Thailand
 
 2.  ALL Pharma (Shanghai) Trading Company Limited, China
 
 3.  Aurobindo Pharma USA Inc, U.S.A.
 
 4.  Aurobindo Pharma Industria Farmaceutica Ltda, Brazil
 
 5.  Aurobindo (Oatong) Bio-Pharma Company Limited, China*
 
 6.  Helix Healthcare B.V., The Netherlands
 
 7.  APL Holdings (Jersey) Limited, Jersey
 
 8.  Aurobindo Pharma Produtos Farmaceuticos Limitada, Brazil
 
 9.  APL Health Care Limited, India
 
 10.  Auronext Pharma Private Limited, India
 
 11.  APL Research Centre Limited, India
 
 12.  Aurex Generics Limited, U.K. (Liquidated w.e.f. March 31, 2011)
 
 13.  Auro Pharma Inc., Canada
 
 14.  Zao Express Pharma, Russia (Liquidated w.e.f. April 1, 2010)
 
 15.  Aurobindo Pharma (Pty) Limited, South Africa
 
 16.  Aurobindo Pharma (Australia) Pty Limited, Australia
 
 17.  Agile Pharma B.V., The Netherlands
 
 18.  Aurobindo Pharma Hungary Kereskedelmi Kft, Hungary
 
 19.  Aurobindo Switzerland AG, Switzerland
 
 20.  Auro Healthcare (Nigeria) Limited, Nigeria
 
 21.  Aurobindo ILAC Sanayi ve Ticaret Limited Sirketi, Turkey
 
 22.  Aurobindo Pharma (Singapore) Pte Limited, Singapore
 
 23.  Aurobindo Pharma Limited, s.r.l. Dominican Republic
 
 24.  Aurobindo Pharma Japan K.K., Japan
 
 25.  Pharmacin B.V., The Netherlands
 
 26.  Aurobindo Pharma GmbH, Germany
 
 27.  Aurobindo Pharma (Portugal) Unipessoal LDA, Portugal
 
 28.  Aurobindo Pharma ApS, Denmark (Liquidated w.e.f. September 16,
 2010)
 
 29.  Sia Aurobindo Baltics, Latvia (Liquidated w.e.f. November 26,
 2010)
 
 30.  Aurobindo Pharma (Bulgaria) EAD, Bulgaria
 
 31.  Aurobindo Pharma France SARL, France
 
 32.  Laboratories Aurobindo S L, Spain
 
 33.  Agile Malta Holdings Limited, Malta
 
 34.  Aurobindo Pharma (Ireland) Limited, Ireland (Liquidated w.e.f. May
 31, 2010)
 
 35.  Aurobindo Pharma B.V., The Netherlands
 
 36.  Aurobindo Pharma (Romania) s.r.l., Romania
 
 37.  Aurobindo Pharma (Poland) Sp.z.o.o., Poland
 
 38.  Aurobindo Pharma (Italia) S.r.l. Italy
 
 39.  Agile Pharma (Malta) Limited, Malta
 
 40.  Aurobindo Pharma (Malta) Limited, Malta
 
 41.  APL IP Company Limited, Jersey
 
 42.  APL Swift Services (Malta) Limited, Malta
 
 43.  Milpharm Limited, U.K.
 
 44.  Aurolife Pharma LLC, U.S.A.
 
 * Refer note 4 above.
 
 b.  Joint ventures
 
 Aurosal Pharmaceuticals LLC, U.S.A. (Joint venture of a subsidiary)
 
 Cephazone Pharma LLC, U.S.A. (Joint venture of a subsidiary)*
 
 Novagen Pharma (Pty) Limited, South Africa (Joint venture of a
 subsidiary)
 
 * Disposed w.e.f. October 1, 2010)
 
 c.  Enterprises over which key management personnel or relatives
 exercise significant influence
 
 Pravesha Industries Private Limited, India
 
 Sri Sai Packaging, India (Partnership firm)
 
 Trident Chemphar Limited, India
 
 Auropro Soft Systems Private Limited, India
 
 Axis Clinicals Limited, India
 
 RPR Trust, India
 
 Pranit Happy Homes Private Limited, India
 
 Pranit Packaging Private Limited, India
 
 d.  Key managerial personnel
 
 Mr. P.V. Ramprasad Reddy, Chairman
 
 Mr. K. Nithyananda Reddy, Managing Director
 
 Dr. M. Sivakumaran, Whole-time Director
 
 Mr. M. Madan Mohan Reddy, Whole-time Director
 
 e.  Relative to key managerial personnel
 
 Ms. P. Suneela Rani (Wife of Mr. P.V. Ramprasad Reddy, Chairman)
 
 Ms. K. Rajeswari (Wife of Mr. K. Nithyananda Reddy, Managing Director)
 
 Mr. P. Sarath Chandra Reddy (Son of Mr. P.V. Ramprasad Reddy, Chairman)
 
 Mr. P. Rohit Reddy (Son of Mr. P.V. Ramprasad Reddy, Chairman)
 
 Ms. Kambam Kirthi Reddy (Daughter of Mr. K. Nithyananda Reddy, Managing
 Director)
 
 Ms. Spoorthi Kambam (Daughter of Mr. K. Nithyananda Reddy, Managing
 Director)
 
 Mr. K. Suryaprakash Reddy (Brother of Mr. K. Nithyananda Reddy,
 Managing Director)
 
 Mr. Prasad Reddy Kambam (Brother of Mr. K. Nithyananda Reddy, Managing
 Director)
 
 Ms. Sashi S. Kumar (Wife of Dr. M. Sivakumaran, Whole-time Director)
 
 Mr. Vishnu M. Sriram (Son-in-law of Dr. M. Sivakumaran, Whole-time
 Director)
 
 12.  Leases
 
 a.  Operating lease
 
 Operating leases are mainly in the nature of lease of office premises
 with no restrictions and are renewable/ cancelable at the option of
 either of the parties. There is no escalation clause in the lease
 agreement. There are no sub-leases. There are no restrictions imposed
 by lease arrangements. The aggregate amount of operating lease payments
 recognized in the Profit and Loss Account is Rs.19.4 (March 31, 2010:
 Rs.15.1).
 
 The Company has not recognized any contingent rent as expense in the
 statement of Profit and Loss Account.
 
 b.  Finance lease
 
 Building includes factory buildings acquired on finance lease. The
 agreement is silent on renewal terms and transfer of legal title at the
 end of lease term.
 
 The lease agreement did not specify minimum lease payments over the
 future period. The factory building is acquired on lease at a
 consideration of Rs.55.2 (March 31, 2010: U9.Z).
 
 The net carrying amount of the buildings obtained on finance lease -
 Rs.32.0 (March 31, 2010: Rs.32.3).
 
 13.  In accordance with paragraph 10 of Notified Accounting Standard 9
 on Revenue Recognition, excise duty on sales amounting to Rs.968.6 (March
 31, 2010: Rs.673.3) has been reduced from sales in Profit and Loss
 Account and excise duty on increase in closing stock of finished goods
 amounting to Rs.26.7 (March 31, 2010: Rs.2.1) has been debited to the
 Profit and Loss Account.
 
 14.  In accordance with Accounting Standard 17 - Segment Reporting,
 segment information has been provided in the consolidated financial
 statements of the Company and therefore no separate disclosure on
 segment information is given in these standalone financial statements.
 
 The figures of the previous year have been re-grouped/rearranged,
 wherever necessary to conform to those of the current year.
Source : Dion Global Solutions Limited
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