1. CORPORATE INFORMATION
Indoco Remedies Limited (the Company) is a Public Limited Company
domiciled in India and incorporated under the provision of the
Companies Act, VII of 1913. Its Shares are listed on two stock
exchanges in India. Indoco Remedies Limited is engaged in the
manufacturing and marketing of Pharmaceutical Formulations (Finished
Dosage Forms) and Active Pharmaceutical Ingredients (APIs). The Company
caters to both domestic and International markets.
a) Terms/rights attached to equity shares
The company has only one class of equity shares having a par value of Rs
10 per share (Refer Note No. 37 for disclosure regarding post balance
sheet event). Each holder of equity shares is entitled to one vote per
share. All equity shares of the Company rank pari passu in all respects
including the right to dividend. The company declares and pays
dividends in Indian rupees. The dividend proposed by the Board of
Directors is subject to the approval of the shareholders in the ensuing
Annual General Meeting.
During the year ended 31st March 2012, the amount of per share dividend
recognized as distributions to equity shareholders was Rs 1.10 on the
face value of Rs 2/- per share (Previous year Rs 8/- on the face value of
Rs 10/- per share.)
In the event of winding-up, subject to the rights of holders of shares
issued upon special terms and conditions, the holders of equity shares
shall be entitled to receive remaining assets, if any, in proportion to
the number of shares held at the time of commencement of winding-up.
31.03.2012 As at
Note 2 :
Contingent Liabilities not provided for:
A) Matters under dispute
i) Sales Tax (Rs 100.87 lakhs has been paid
under protest Previous year Rs 72.65 lakhs) 203.59 189.81
ii) Excise / Service Tax 365.78 370.58
iii) Income Tax 258.22 564.09
iv) In respect of claims made against
the Company not acknowledged as debts
(Labour matters) - 6.12
B) Bank Guarantees 245.09 150.85
C) Letters of Credit 523.77 564.84
D) Estimated amount of contracts remaining
to be executed on Capital Account, net of
advances of Rs 26.21 lakhs (Previous year
Rs 2,163.32 lakhs) 598.86 2,985.02
Note 3 :
Company''s proposal to the Department of Scientific and Industrial
Research (DSIR) Ministry of Science & Technology, Government of
India for financial support under TDDP project of DSIR has been
approved by DSIR in the previous year. Company has received Rs 20 lakhs
as an advance under the said project. The said advance is grouped under
the head Non-Current Liabilities - Other Long Term Liabilities at
Note 7 forming part of the Balance Sheet.
Note 4 :
Tax deducted at source from Other Income consists of:
Rs 7.40 lakhs on account of Professional or Technical Services (
Previous year Rs 4.45 lakhs)
Rs 15.25 lakhs on account of Interest received (Previous year Rs 29.55
B) Some of the ECB loans availed in JPY & SGDs have been converted into
USD by entering into derivative contracts. The company has also entered
into Interest Rate Swap agreements for all the ECBs. Thus, any cross
currency movement in USD / JPY & USD / SGD as well as any movement in
LIBOR has no impact on the future financials of the company.
Note 5 :
Changes in the Capital Structure post Balance Sheet date
The Board of Directors in their meeting held on 29th March, 2012
proposed to subdivide one equity share having face value of Rs 10/- each
into five equity shares having face value of Rs 2/- each fully paid up.
The Board of Directors also proposed to enhance the authorised capital
from present Rs 1,800 lakhs to Rs 2,500 lakhs and also to issue Bonus
shares in proportion to one equity share of Rs 2/- each fully paid for
every two shares held by existing shareholders.
The members of the Company have given their approval to the above
proposals by Postal Ballot on 08th May, 2012 and the allotment of the
bonus shares was done on 21st May, 2012.
Pursuant to the above approvals by the members, the Company has issued
Bonus share by capitalising Securities Premium account. The Equity
share capital as on the reporting date has been increased to Rs 1,843.01
lakhs consisting of 9, 21, 50,355 Equity shares of Rs 2/- each fully
Accordingly, the calculation of proposed dividend has been done on the
entire new share capital of 9,21,50,355 equity shares of Rs 2/- each
fully paid up.
Note 6 :
During the year unclaimed share application money amounting to Rs 7.60
lakhs (Previous Year NIL) has been transferred to Investor Education
and Protection Fund.
Note 7 :
Donation includes amount of Rs 49,00,000 paid to South Goa District
Congress (I) Committee and Rs10,00,000 to Goa Pradesh Committee Previous
Year (Rs Nil ).
Note 8 :
The company has opted to avail the option provided under paragraph 46A
of AS 11 regarding the effects of Effects of changes in Foreign
Exchange Rates inserted vide notification dated December,29 2011.
Consequently, the foreign exchange differences on long term Foreign
Currency Monetary item is accumulated in a Foreign Currency Monetary
item Translation Difference Account and accordingly exchange loss on
long term foreign currency loans have been amortised over the balance
period of such loans.
Note 9 :
Related Party Disclosure as required by Accounting Standard 18 issued
by the Institute of Chartered Accountants of India.
I. Related Parties
A. Enterprises that control or are controlled by the reporting
Holding Companies Nil
Subsidiary Companies Nil
Fellow Subsidiaries Nil
B. Associates and Joint Ventures of reporting company:
Joint Ventures Nil
C. (i) Individuals owning and having control of the reporting company:
Mr. Suresh G. Kare, Mrs. Aruna S. Kare, Ms. Aditi Panandikar, Mrs.
Madhura A. Ramani (ii) Their relatives :
Dr. Milind P. Panandikar, Dr. Anup Ramani, Mr. Ramnath Kare, Mrs. Suman
Naik, Mrs. Sudha Pai, Mrs. Laxmi Bambolkar, Mrs. Pratima Vaidya, Mrs.
Amita Rajadhyaksha, Mrs. Meera Karnik
D. (i) Key Management personnel:
Mr. Suresh G. Kare, Ms. Aditi Panandikar, Mr. Sundeep V.Bambolkar (ii)
Mrs. Aruna S. Kare, Mrs. Madhura A. Ramani, Mr. Ramnath Kare, Mrs.
Suman Naik, Mrs Sudha Pai, Mrs. Laxmi Bambolkar, Dr Milind P.
Panandikar, Mrs. Neeta Bambolkar, Mr. Vasant Bambolcar, Ms. Manali
Bambolkar, Mr. Paresh Bambolkar
E. Enterprises controlled by key management personnel:
SPA Holdings Pvt Ltd., Shanteri Investments Pvt Ltd., Indoco Industrial
Designers and Engineers Pvt. Ltd., Indoco Capital Markets Ltd., A K
Services, Suresh Kare Indoco Foundation
Note 10 :
Miscellaneous Expenditure to the extent not written off includes Rs.
Nil (previous year Rs. 1.40 lakhs on account of preliminary expenses
incurred by erstwhile M/s. Shree Herbal Technologies Ltd.)
Note 11 :
Previous year''s figures have been regrouped and reclassified wherever