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| Notes to Accounts | Year End : Mar '09 |
1. Nature of Operations Fern Care Pharma Limited (Fern or the Company) is engaged in the business of Cosmetics along with Pharmaceutical and Specialty Chemicals. 2 Segment Information I. Business Segments The Company has considered Business Segments as the primary segment for disclosure. The Company operates in four Business Segments. a) Consumer Products: Consumer Products include fairness bleaches, hair removing creams, liquid soaps and other cosmetic products. b) Pharma Division: Pharma includes innovative and aesthetically designed dermatological range of products, cosmeceuticals and health products. c) Speciality Chemical Division: Speciality chemicals comprise of import-substitute drugs and drug intermediates. (Discontinuing Operation - Refer Note 8 in Schedule 21) d) Others comprise of the third party processing and export oriented unit. The above segments have been identified considering: a) the nature of products and services; b) the differing risks and returns; c) the organization structure; and d) the internal financial reporting systems. II. Geographical Segments Secondary segmental reporting is based on the geographical location of customers. The geographical segments have been disclosed based on revenues within India (sales to customers in India ) and revenues outside India ( sales to customer located outside India.) 3 Related Parties Related party disclosures: a) Name of related parties where control exists irrespective of whether transactions have occurred or not Subsidiary Company Jaquline Inc b) Name of other related parties with whom transactions have taken place during the year. Key Management Personnel Managing Director (CMD) Joint Managing Director (JMD) Company Secretary Company Secretary CEO - Works CEO - Chemical CEO - Pharmaceuticals CEO - IT CEO - Marketing Mr. S. H. Pophale Mrs. S. A. Ramnathkar Mr. Madan Vaishnawa (From 01/09/2007) Mr. S H Bhat (Up to 31/08/2007) Mr. H. V. Kolte Mr. A. L. Chaudhari Mr. D. Janardhanan Mr. P. M. Sarma Mr. Cageton Almeida Enterprises owned or significantly influenced by key management personnel or their relatives Aqua-In-Process (Aqua) Pentagon Manufacturing & Marketing Ltd. (Pentagon) Ivory Soap Works Ltd. (Ivory Soap) Mayfair Soaps Ltd. (Mayfair) 4 Impairment of assets The impairment losses represent the write-down of certain fixed assets to recoverable amount due to the closure of EOU operations at Nashik Factory. The recoverable amount is the best estimate by the management. The carrying amount of fixed assets which will be disposed off as part of the closure has been transferred to Fixed Assets held for sale. 5 The existing promoters of the Company have entered into a Share Purchase Agreement dated November 21,2008 with Dabur India Limited to sell their 72.15% holding in the Company. As per the said Share Purchase agreement, the existing promoters have agreed to undertake the following other transactions as a condition precedent to or simultaneous on completion of the above transactions, as approved by the Shareholders: a Disposal of the Speciality Chemical Division for a consideration of Rs. 108,450,084 to Mr. Sunil H Pophale and / or his nominees. b Sale or disposal of Flat No. 12 in the building known as Maison Belvedere for a consideration of Rs. 30,000,000 to Mr. Sunil H Pophale and / or his nominees. c Sale of 25% of the ordinary voting shares held by wholly owned Subsidiary, Jaquline Inc in Fern Mitchell Group, USA, LLC for USD 1,000,000 to Mrs. Sunita A. Ramnathkar and / or her nominees. No accountingi effect has been made for the above transactions, since the aforesaid transactions are yet to be completed as on the date of the Balance Sheet. Further as per the Share Purchase Agreement, interest accrued on the Escrow amounts kept with an Escrow Agent will belong to the Company. The said interest will be recognized on completion of the aforesaid transactions. 6 Capital Commitments Estimated amount Of contracts remaining to be executed on capital account and not provided for 7. Derivative Instruments and Un-hedged Foreign Currency Expsoure a Particulars of Derivatives Outstanding as at Balance Sheet date JPY Basis Swap with Embedded Options Purpose The Company has entered into a structured derivative contract to hedge its foreign currency risk associated with the repayment of External Commercial Borrowing (ECB). In terms of the ICAI notification dated 29 March 2008, the Company has marked to market its outstanding derivative contract as at 31 March 2009 and has accordingly recognised a loss of Rs Nil (Previous year Rs.1,560,000) by debiting exchange loss. Further, the Company has recognised a loss of Rs 34,626,917 (Previous year: Rs. 27,238,109) in respect of the exchange rate translation of its ECB as at 31 March 2009. 8 Excise duty on sales amounting to Rs. 10,527,275 (Previous Year: Rs. 8,153,191) has been reduced from sales in Profit & Loss account and excise duty on increase / decrease in stock amounting to Rs. 36,158 (Previous Year: (Rs. 289,260)) has been considered as (income) / expense in Schedule 19 of financial statements. 9 Previous year comparatives Previous years figures have been regrouped, where necessary to conform to the current years classification. The figures of previous year were audited by a firm of Chartered accountants other than S. V. GHAT ALIA & ASSOCIATES. |
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| Source : Dion Global Solutions Limited | |
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