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Biocon
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Explore Biocon connections « Mar 10
Notes to Accounts Year End : Mar '11
1.  Background
 
 Biocon Limited (Biocon or the Company), was incorporated at
 Bangalore in 1978 for manufacture of biotechnology products. Syngene
 International Limited (Syngene), promoted by Dr Kiran Mazumdar Shaw,
 was incorporated at Bangalore in 1993. In March 2002, Biocon acquired
 99.99 per cent of the equity shares of Syngene and, resultantly,
 Syngene became the subsidiary of Biocon. Clinigene International
 Limited (Clinigene) was incorporated on August 4, 2000 at Bangalore
 and became a wholly owned subsidiary of Biocon on March 31, 2001.
 
 On January 10, 2008, Biocon entered into an agreement with Dr. B.R.
 Shetty to set up a joint venture company NeoBiocon FZ-LLC, incorporated
 in Dubai (NeoBiocon).
 
 The Company has also established Biocon Research Limited (BRL), a
 subsidiary of the Company to undertake research and development in
 novel and innovative drug initiatives.
 
 Effective April 30, 2008, Biocon acquired 71% equity interest in
 AxiCorp GmbH, Germany (AxiCorp) through its newly incorporated wholly
 owned subsidiary company Biocon SA, Switzerland. In February 2009,
 Biocon SA acquired an additional 7.4% equity interest in AxiCorp. Also,
 refer note 5 of Schedule 17.
 
 Biocon entered into an agreement with CIMAB SA (CIMAB) to set up a
 Joint Venture Company Biocon Biopharmaceuticals Private Limited
 (BBPL) to manufacture and market products and carry out research
 activities. BBPL was incorporated on June 17, 2002 with Biocon holding
 51 per cent of share capital. In April 2010, Biocon SA acquired the 49%
 equity stake held by CIMAB SA in BBPL. In March 2011, Biocon purchased
 the 49% equity stake in BBPL from Biocon SA. Consequently, as at March
 31, 2011 all the equity shares of BBPL are held by Biocon.
 
 Biocon is an integrated healthcare company engaged in manufacture of
 biotechnology products for the pharmaceutical sector. The Company is
 also engaged in research and development in the biotechnology sector.
 During the year ended March 31, 2007, the Company had received an
 approval as the developer as Biocon SEZ at the Biocon Park facility and
 also received an approval for SEZ unit to be located within Biocon SEZ.
 
 2. Employee stock compensation
 
 On September 27, 2001, Biocons Board of Directors approved the Biocon
 Employee Stock Option Plan (‘ESOP Plan 2000) for the grant of stock
 options to the employees of the Company and its subsidiaries/joint
 venture company. A Compensation Committee has been constituted to
 administer the plan through a trust established specifically for this
 purpose, called the Biocon India Limited Employee Welfare Trust (ESOP
 Trust).
 
 The ESOP Trust shall make additional purchase of equity shares of the
 Company using the proceeds from the loan obtained from the Company,
 other cash inflows from allotment of shares to employees under the ESOP
 Plan and shall subscribe, when allotted to such number of shares as is
 necessary for transferring to the employees. The ESOP Trust may also
 receive shares from the promoters for the purpose of issuance to the
 employees under the ESOP Plan. The Compensation Committee shall
 determine the exercise price which will not be less than the face value
 of the shares.
 
 Grant I
 
 In September 2001, the Company granted 71,510 options under the ESOP
 Plan 2000 to be exercised at a grant price of Rs. 10 (before adjusting
 bonus and share split). The options vested with the employees equally
 over a four year period.
 
 Grant II
 
 In January 2004, the Company granted 142,100 options (shares of Rs. 5
 each) under ESOP Plan 2000 to be exercised at a price of Rs. 5 per
 share.  The options vest with the employees equally over a four year
 period.
 
 *adjusted for the effect of bonus shares
 
 Grant III
 
 In January 2004, the Board of Directors announced the Biocon Employee
 Stock Option Plan (ESOP Plan 2004) for the grant of stock options to
 the employees of the Company and its subsidiaries / joint venture
 company, pursuant to which the Compensation Committee on March 19, 2004
 granted 422,000 options (face value of shares - Rs. 5 each) under the
 ESOP Plan 2004 to be exercised at a grant price of Rs. 315 being the
 issue price determined for the IPO through the book building process.
 The options vest with the employees equally over a four year period.
 
 *adjusted for the effect of bonus shares
 
 Grant IV
 
 In July 2006, the Company approved the grant of 3,478,200 options (face
 value of shares - Rs. 5 each) to its employees under the existing ESOP
 Plan 2000. The options under this grant would vest to the employees as
 25%, 35% and 40% of the total grant at the end of first, second, third
 year from from the date of the grant, respectively, with an exercise
 period of three years for each grant. The vesting conditions include
 service terms and performance grade of the employees.  These options
 are exercisable at a discount of 20% to the market price of Companys
 shares on the date of grant.
 
 *adjusted for the effect of bonus shares.
 
 Grant V
 
 In April 2008, the Company approved the grant of 813,860 options (face
 value of shares - Rs. 5 each) to its employees under the existing ESOP
 Plan 2000. The options under this grant would vest to the employees as
 25%, 35% and 40% of the total grant at the end of first, second, third
 year from the date of grant, respectively, with an exercise period of
 three years for each grant. The vesting conditions include service
 terms and performance grade of the employees. These options are
 exercisable at the market price of Companys shares on the date of
 grant.
 
 *adjusted for the effect of bonus shares.
 
 The average market price of the Companys share during the year ended
 March 31, 2011 is Rs. 347 (March 31, 2010 Rs. 237) per share (after
 adjustment for the bonus shares)
 
 3. Subsequent event
 
 Consequent to an offer made by the minority shareholders of AxiCorp, on
 April 28, 2011 the Board of Directors of the Company accorded their
 in-principle approval for the sale of all the shares held by Biocon SA,
 Switzerland (‘Biocon SA) in AxiCorp to such group of shareholders. The
 consideration would be settled through a combination of cash and
 re-acquisition of the exclusive marketing rights of Insulin and
 Glargine for the German market.
 
 * Exempted from the licensing provisions of the Industries (Development
 and Regulation) Act, 1951 in terms of notification No. S.O.477(E) dated
 July 25, 1991.
 
 
 ** Installed capacity has not been disclosed as these are variable and
 subject to changes in product mix and utilisation of manufacturing
 facilities, given the nature of operations.
 
                                                 March 31,    March 31,
                                                    2011        2010
 4. Contingent liabilities
 
 (a) Taxation matters under appeal (Direct and 
 Indirect taxes)                                  236,069     157,664
 
 (b) (i) Corporate guarantees given in favour 
 of the Central Excise Department (CED) in 
 respect of                                       217,500     217,500 
 certain performance obligations of Syngene. 
 Syngene has informed that necessary terms and
 conditions have been complied with and no 
 liabilities have arisen.
 
 (ii) Corporate guarantee given by Syngene in 
 favour of the CED in respect of certain 
 performance                                      465,000     465,000
 obligations of Biocon.
 
 (c) Corporate guarantees given in favour of 
 the CED in respect of certain performance 
 obligations of                                   131,352     131,352 
 BBPL. BBPL has informed that the necessary 
 terms and conditions have been complied
 with and no liabilities have arisen.
 
 (d) Corporate guarantees given in favour of 
 the CED in respect of certain performance 
 obligations of                                    27,205      27,205 
 Clinigene. Clinigene has informed that the 
 necessary terms and conditions have been 
 complied with and no liabilities have arisen.
 
 (e) Corporate guarantees given in favour of 
 the State Bank of India (SBI), towards Term 
 loan granted to                                        -     650,000 
 BBPL. BBPL has informed that the necessary 
 terms and conditions have been complied with 
 and no liabilities have arisen.
 
 (f) Corporate guarantees given in favour of 
 the State Bank of India (SBI), towards Term 
 loan granted to                                        -      14,270 
 Clinigene. Clinigene has informed that the 
 necessary terms and conditions have been 
 complied with and no liabilities have arisen.
 
 (g) Corporate guarantees given in favour of 
 the HDFC Bank Ltd., towards Packing Credit 
 granted to                                        56,769           - 
 Clinigene. Clinigene has informed that the 
 necessary terms and conditions have been 
 complied with and no liabilities have arisen.
 
 (h) Corporate guarantees given in favour of 
 the HDFC Bank Ltd., towards Short Term 
 Demand Loan                                       10,000           -
 granted to Clinigene. Clinigene has informed 
 that the necessary terms and conditions have 
 been complied with and no liabilities 
 have arisen.
 
 (i) Certain claims made against the Company 
 which the management of the Company believes 
 are not                                                -      21,026
 tenable and hence, these claims have not 
 been acknowledged as debts.
 
 The Company evaluates these assumptions based on its long-term plans of
 growth and industry standards and the expected contribution to the fund
 during the year ending March 31, 2012, is approximately Rs. 26,278
 (March 31, 2011 - Rs. 11,118) The nature of allocation of the fund is
 only in debt based mutual funds of high credit rating.
 
 5. Segmental information
 
 Business segments
 
 The primary reporting of the Company has been performed on the basis of
 business segment. The Company operates in a single business segment of
 Pharmaceuticals. Accordingly no additional disclosures are required as
 per Accounting Standard 17 on Segment Reporting.
 
 *All fixed assets and intangibles are located in India.
 
 6. Other Notes
 
 (a) The Company has entered into transactions of sale of products to a
 private company amounting to Rs. 2,980, during the year ended March 31,
 2011 (March 31, 2010 - Rs. 1,812), that require prior approval from
 Central Government under Section 297 of the Companies Act, 1956. These
 transactions, entered into at prevailing market prices have been
 approved by the Board of Directors of the Company. The Company has fled
 an application with the Central Government for such approval and for
 condonation of delay in making such application.
 
 (b) In terms of Section 115O (6) of the Income Tax Act, 1961, the
 Company has not provided for Dividend Distribution Tax on final
 dividend distributed for the year ended March 31, 2010 and for the
 interim dividend declared and final proposed dividend for the year
 ended March 31, 2011 to the extent such distributable profits pertain
 to the profits of the Companys SEZ Developers operations under
 Section 10AA of Income tax Act, 1961.
 
 7. Prior years comparatives
 
 The previous years figures have been re-grouped, where necessary to
 conform to current years classification.
Source : Dion Global Solutions Limited
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