1. As per the transitional provision given in the notification issued
by Ministry of Corporate Affairs dated 31 March 2009, the Company had
opted to adjust the exchange difference on long-term foreign currency
monetary items. The notification was in effect till 31 March 2011.
In the current year, the Company has amortised the entire balance of
exchange differences accumulated in the ‘Foreign currency monetary item
translation difference account (‘FCMITDA) and taken effect of such
differences to the profit and loss account. Further, in accordance with
the provisions of the notification, the exchange differences arising on
restatement of long term loans utilised on acquiring capital assets
were adjusted to the cost of such assets. The depreciation on such
assets has been charged to the Profit and Loss Account.
Accordingly, exchange differences of Rs 289.56 (2010 - Rs 26.37) have
been transferred to Profit and Loss Account and Rs 0.56 (2010 - Rs 10.55)
have been adjusted to cost of capital assets.
2. CONTINGENT LIABILITIES AND CAPITAL COMMITMENT NOT PROVIDED FOR
31 March 2011 31 March 2010
(a) Bank guarantees 20.28 20.77
Disputed income tax/excise
duty/sales tax 27.37 26.77
Claims against the Company not
acknowledged as debts (Refer Note i) 0.15 0.39
Open letters of credit 6.39 5.27
Indemnity bond 260.25 345.37
Call money payable to Glenmark
Pharmaceuticals (Thailand ) Co. Ltd.
(16,415 shares @ THB 50 per ordinary
share) 1.23 1.15
Corporate guarantee (Refer Note ii) 5,687.13 8,283.01
Corporate guarantee (Refer Note iii) 1,206.36 1,218.78
iii) The Companys subsidiary, Glenmark Generics Inc., U.S.A (GGI)
(formerly known as Glenmark Pharmaceuticals Inc., U.S.A. (GPI) on 2
June 2006 has entered into an Agreement with Paul Royalty Fund Holdings
II (PRF) pursuant to which, PRF will pay upto USD 27 million to GGI for
the development and commercialisation of certain products for the US
market. Further, the Company has entered into a Master Services,
License, Manufacturing and Supply Agreement with GGI to develop and
manufacture the aforesaid products, and also issued a financial
guarantee in favour of PRF for an amount not exceeding USD 27 million
for the benefits under the said agreement.
(b) Estimated amount of contracts remaining to be executed on capital
account, net of advances, not provided for as at 31 March 2011
aggregate Rs 233.78 (2010 – Rs 137.15).
3. EARNINGS PER SHARE
Basic earnings per share is calculated by dividing the net profit for
the year attributable to equity shareholders by the weighted average
number of equity shares outstanding during the year.
For the purpose of calculating diluted earnings per share, the weighted
average number of shares outstanding are adjusted for the effects of
all dilutive potential equity shares from the exercise of options on
unissued share capital and on conversion of FCC Bonds.
The calculations of earnings per share (basic and diluted) are based on
the earnings and number of shares as computed below.
3. SEGMENT INFORMATION
Business segments
The Company is primarily engaged in a single segment business of
formulations and is managed as one entity, for its various activities
and manufacturing and marketing of pharmaceutical is governed by a
similar set of risks and returns.
Geographical segments
In the view of the management, the Indian and export markets represent
geographical segments.
Sales by market – The following is the distribution of the Companys
sale by geographical market:
4. RELATED PARTY DISCLOSURES
In accordance with the requirements of Accounting Standard - 18
Related Party Disclosures, the names of the related parties where
control exists and/or with whom transactions have taken place during
the year and description of relationships, as identified and certified
by the management are as follows:
5. OUTSTANDING DUES TO MICRO, SMALL AND MEDIUM SCALE BUSINESS
ENTERPRISES
The Company has not received any information from the suppliers
regarding their status under the Micro, Small and Medium Enterprises
Development Act, 2006 and hence disclosures, if any, relating to the
amounts as at year end together with interest paid/payable as required
under the said Act have not been given.
6. LEASES
The Company has taken on lease/leave and licence godowns/residential
and office premises at various locations in the country.
i) The Companys significant leasing arrangements are in respect of the
above godowns and premises (including furniture and fittings therein,
as applicable). The aggregate lease rentals payable are charged to
Profit and Loss Account as Rent.
ii) The Leasing arrangements which are cancellable range between 11
months to 5 years. They are usually renewable by mutual consent on
mutually agreeable terms. Under these arrangements, generally
refundable interest free deposits have been given. An amount of Rs 83.35
(2010 - Rs 83.91) towards deposit and unadjusted advance rent is
recoverable from the lessor.
7. TAXATION
Provision for current taxation for the Company of Rs 674.15 represents
Minimum Alternate Tax pursuant to the provisions of Section 115JB of
the Income Tax Act, 1961 of India.
The Finance Act, 2005 inserted sub section (1A) to Section 115JAA to
grant tax credit in respect of MAT paid under Section 115JB of the Act
with effect from Assessment Year 2006-07 and carry forward the credit
for a period of 10 years. In accordance with the Guidance Note issued
on Accounting for credit available in respect of Minimum Alternative
Tax (MAT) under the Income Tax Act 1961 by the Institute of the
Chartered Accountants of India, the Company has recognised MAT Credit
which is expected to be set-off against the tax liability, other than
MAT in future years. Accordingly, an amount of Rs 286.15 for the current
year and has been recognised as MAT Credit Entitlement in Schedule 12 -
Loans and Advances.
8. EMPLOYEE BENEFITS
The disclosures as required as per the revised AS 15 are as under:
1. Brief description of the Plans
The Company has various schemes for long-term benefits such as
Provident Fund, Superannuation, Gratuity and Leave Encashment. In case
of funded schemes, the funds are recognised by the Income tax
authorities and administered through appropriate authorities. The
Companys defined contribution plans are Superannuation and Employees
Provident Fund and Pension Scheme (under the provisions of the
Employees Provident Funds and Miscellaneous Provisions Act, 1952)
since the Company has no further obligation beyond making the
contributions. The Companys defined benefit plans include Gratuity and
Leave Encashment.
9. FOREIGN CURRENCY CONVERTIBLE BOND ISSUED
A) The Company had issued 30,000 Zero Coupon Foreign Currency
Convertible Bonds of USD 1,000 each, Rs 1,331.70 at issue (value
including foreign exchange translation as at 31 March 2010 is Rs
1,354.20) on the following terms:
(i) Convertible at the option of the bondholder at any time on or after
11 November 2007 but prior to the close of business on 29 November 2010
at a fixed exchange rate of Rs 44.94 per 1 USD and the conversion price
of Rs 582.60 per share of Rs 1 each.
(ii) Redeemable in whole but not in part at the option of the Company
on or after 10 January 2010 if closing price of the share for each of
the 25 consecutive trading days immediately prior to the date upon
which notice of such redemption is given was at least 130% of the
applicable Early Redemption Amount divided by the Conversion Ratio.
(iii) Redeemable on maturity date on 11 January 2011 at 139.729% of its
principal amount if not redeemed or converted earlier. The redemption
premium of 39.729% payable on maturity of the bond if there is no
conversion of the bond to be debited to Securities Premium Account
evenly over the period of 5 years from the date of issue of bonds.
During the year, 30,000 FCC Bonds of USD 1,000 each aggregating to USD
30 Million were redeemed on 11 January 2011 on maturity. As of 31 March
2011, Nil FCC Bonds (2010 - 30,000) of USD 1,000 are outstanding.
B) The Company had issued 20,000 Zero Coupon Foreign Currency
Convertible Bonds of USD 1,000 each (Rs 873.20 at issue) on the
following terms:
(i) Convertible at the option of the bondholder at any time on or after
28 March 2005 but prior to the close of business on 2 January 2010 at a
fixed exchange rate of Rs 43.66 per 1 USD and price of Rs 215.60 (Post
adjustment for bonus and split) per share of Rs 1 each.
(ii) Redeemable in whole but not in part at the option of the Company
on or after 15 February 2008 if closing price of the share for each of
the 25 consecutive trading days immediately prior to the date upon
which notice of such redemption is given was at least 130% of the
applicable Early Redemption Amount divided by the Conversion Ratio.
(iii) Redeemable on maturity date on 16 February 2010 at 133.74% of its
principal amount if not redeemed or converted earlier. The redemption
premium of 33.74% payable on maturity of the Bond if there is no
conversion of the Bond to be debited to Securities Premium Account
evenly over the period of 5 years from the date of issue of Bonds.
During the year ended 31 March 2010, 1000 FCC Bonds of USD 1,000 each
aggregating to USD 1 Million were redeemed on 16 February 2010 on
maturity. As of 31 March 2011, Nil FCC Bonds (2010 - Nil) of USD 1,000
each are outstanding.
C) The Company had issued 50,000 Zero Coupon Foreign Currency
Convertible Bonds of USD 1,000 each (Rs 2,183.00 at issue) on the
following terms:
(i) Convertible at the option of the bondholder at any time on or after
15 November 2006 but prior to the close of business on 2 January 2010
at a fixed exchange rate of Rs 43.66 per 1 USD and the price of Rs 253.11
(post adjustment for split) per share of Rs 1 each.
(ii) Redeemable in whole but not in part at the option of the Company
on or after 15 February 2009 if closing price of the share for each of
the 25 consecutive trading days immediately prior to the date upon
which notice of such redemption is given was at least 130% of the
applicable Early Redemption Amount divided by the Conversion Ratio.
(iii) Redeemable on maturity date on 16 February 2010 at 134.07% of its
principal amount if not redeemed or converted earlier. The Redemption
Premium of 34.07% payable on maturity of the Bond if there is no
conversion of the Bond to be debited to Securities Premium Account
evenly over the period of 5 years from the date of issue of Bonds.
During the year ended 31 March 2010, 5000 FCC Bonds of USD 1000 each
aggregating to USD 5 Million were redeemed on 16 February 2010 on
maturity. As of 31 March 2011, Nil FCC Bonds (2010 - Nil) of USD 1,000
each are outstanding.
10. Extracts of Assets and Liabilities as on 31 March 2011 and Income
and Expenses for the year ended 31 March 2011 related to the interest
of the Company (without elimination of the effect of transactions
between the Company and Glenmark Pharmaceuticals (Thailand) Co. Ltd.,
Thailand) have been extracted from the audited accounts:
11. PRIOR YEAR COMPARATIVES
The financial statements of the Company for the immediately preceding
year were audited and reported by another firm of Chartered
Accountants.
Prior years figures have been regrouped or reclassified wherever
necessary to confirm to current years classification.
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