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. |