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.
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