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Explore Lupin connections « Mar 10
Notes to Accounts Year End : Mar '11
The consolidated accounts thus include the results of the aforesaid
 subsidiaries and associates and there are no other body corporate /
 entities, where the Company holds more than 50% of the share capital or
 where the Company can control the composition of the Board of Directors
 / Governing Bodies of such Companies / Entities, where the holding may
 be less than 50%.
 
 2.  Estimated amount of contracts remaining to be executed on capital
 account and not provided for, net of advances, Rs. 1353.8 million
 (previous year Rs. 907.1 million).
 
 3.  Contingent Liabilities:
 
                                                       (Rs. in million)
 
                                                  As at        As at
 
                                             31.03.2011   31.03.2010
 
 a) Income tax demands / matters in respect 
    of earlier years, pending in                  152.4        107.8
    appeals [ Rs. 152.4 million (previous 
    year Rs. 90.3 million)] consequent
    to department preferring appeals 
    against the orders of the Appellate
    Authorities passed in favour of the 
    Company. Amount paid there
    against and included under Schedule 
    10 Advances recoverable in
    cash or in kind Rs. nil (previous 
    year Rs. 17.5 million).
 
 b) Excise duty, Service tax and Sales 
    tax demands disputed in appeals                195.1        197.1
    and pending decisions. Amount  
    paid thereagainst and included
    under Schedule 10 Rs. 29.0 million 
    (previous year Rs. 17.9 million).
 
 c) Claims against the Company not 
    acknowledged as debts [excluding               311.1        259.2
    interest (amount unascertained) 
    in respect of a claim].
    Amount paid there against without 
    admitting liability and included
    under Schedule 10 Rs. 76.8 million 
    (previous year Rs. 76.5 million).
 
 d) Counter guarantee given to GIDC in 
    connection with loan sanctioned by               7.5          7.5
    a financial institution to a company, 
    jointly promoted by an Association
    of Industries (of which, the Company 
    is a member) and GIDC.
 
 e) Corporate guarantee given                      133.8        135.0
 
 4.  Pre-operative expenses pending capitalisation included in Capital
 Work-In-Progress (Schedule 5) represent directly attributable
 expenditure for setting up of plants prior to the date of commencement
 of commercial production. The same will be capitalised on completion of
 the projects and the commencement of commercial operations. The details
 of the pre-operative expenses are:
 
 5. (i) The current tax in respect of foreign subsidiaries has been
 computed considering the applicable tax laws and tax rates of the
 respective countries, as certifed by the local tax consultants / local
 management of the said subsidiaries.
 
 6.  Segment Reporting :
 
 i) Primary segment:
 
 The Group operates exclusively in the Pharmaceutical business segment
 which is the only reportable business segment.
 
 a) The segment revenue in geographical segments considered for
 disclosure is as follows: i) Revenue within India includes sales to
 customers located within India and other operating income earned in
 India.
 
 ii) Revenue outside India includes sales to customers located outside
 India and other operating income outside India.
 
 Notes :
 
 i) Remuneration for the current year includes increased remuneration of
 the Chairman and an Executive Director w.e.f. 1st January 2011 and
 Managing Director and an Executive Director w.e.f. 1st July 2010 in
 accordance with the Shareholders resolutions.
 
 ii) The provision for gratuity and compensated absences is made on the
 basis of actuarial valuation, for all the employees of the Company,
 including for the managerial personnel. Proportionate amount of
 gratuity and compensated absences is not included in the above
 disclosure, since the exact amount is not ascertainable.
 
 9. a) The Company procures on lease equipments, vehicles and offce
 premises under operating leases. These rentals recognised in the Proft
 and Loss Account for the year are Rs. 281.1 million (previous year Rs.
 119.1 million). The future minimum lease payments and payment profle of
 non cancellable operating leases are as under:
 
 10. Employees Stock Option Plans:
 
 a) The Company implemented Lupin Employees Stock Option Plan 2003
 (ESOP 2003), Lupin Employees Stock Option Plan 2005 (ESOP 2005) and
 Lupin Subsidiary Companies Employees Stock Option Plan 2005 (SESOP
 2005) as approved in earlier years by the Shareholders of the Company
 and the Remuneration / Compensation Committee of the Board of
 Directors. Details of the options granted during the year under the
 plans are as under:
 
 b) The Company has followed the intrinsic value based method of
 accounting for stock options granted after April 1, 2005 based on
 Guidance Note on Accounting for Employee Share-based Payments, issued
 by the Institute of Chartered Accountants of India. Had the
 compensation cost for the Companys stock based compensation plans been
 determined in the manner consistent with the fair value approach as
 described in
 
 the said Guidance Note, the Companys net income would be lower by Rs.
 86.2 million (previous year Rs. 52.5 million) and earnings per share as
 reported would be lower as indicated below:
 
 11. Post Employment Benefts:
 
 (i) Defned Contribution Plans:
 
 The Company makes contributions towards provident fund and
 superannuation fund to a defned contribution retirement beneft plan for
 qualifying employees. The superannuation fund is administered by the
 Life Insurance Corporation of India (LIC).  Under the plan, they are
 required to contribute a specifed percentage of payroll cost to the
 retirement beneft plan to fund the benefts.
 
 The Company and subsidiaries recognised Rs. 308.8 million (previous year
 Rs. 282.2 million) for superannuation contribution and social security in
 the Proft and Loss Account.
 
 (ii) Defned Beneft Plan:
 
 (A) The provident fund plan of the Company except Dabhasa plant is
 operated by the Lupin Ltd Employees Provident Fund Trust (the
 Trust). The provident fund plan of Dabhasa plant, is operated by the
 Government administered Employees Provident Fund Organisation. Eligible
 employees receive benefts from the said Provident Fund. Both the
 employees and the Company make monthly contributions to the Provident
 Fund Plans equal to a specifed percentage of the covered employees
 salary. The minimum interest rate payable by the Trust to the
 benefciaries every year is being notifed by the Government. The Company
 has an obligation to make good the short fall, if any, between the
 return from the investments of the trust and the notifed interest rate.
 
 The Guidance Note on Implementing Accounting Standard 15 (AS 15)
 Employee Benefts (revised 2005) issued by Accounting Standards Board
 (ASB) states that beneft plans involving employer established provident
 funds, which require interest shortfalls to be recompensed are to be
 considered as defned beneft plans. Pending the issuance of the guidance
 note from the Actuarial Society of India, the Companys actuaries have
 expressed an inability to reliably measure provident fund liabilities.
 Accordingly, the Company is unable to exhibit the related information.
 The Company has an obligation to service the shortfall on account of
 interest generated by the fund and on maturity of fund investments and
 hence the same has been classifed as Defned Beneft Obligation. Having
 regard to the assets of the fund and return on investments, the
 estimated shortfall aggregating Rs. 0.5 million has been provided for.
 
 The Company recognised Rs. 140.8 million (previous year Rs. 103.3 million)
 for provident fund contributions, superannuation contribution and
 social security in the Proft and Loss Account.
 
 (B) The Company makes annual contributions to the Group Gratuity cum
 Life Assurance Scheme administered by the LIC, a funded defned beneft
 plan for qualifying employees. The scheme provides for payments to
 vested employees as under:
 
 a) On normal retirement / early retirement / withdrawal / resignation:
 
 As per the provisions of Payment of Gratuity Act, 1972 with vesting
 period of 5 years of service.
 
 b) On death in service:
 
 As per the provisions of Payment of Gratuity Act, 1972 without any
 vesting period.
 
 The most recent actuarial valuation of plan assets and the present
 value of the defned beneft obligation for gratuity were carried out as
 at March 31, 2011.  The present value of the defned beneft obligations
 and the related current service cost and past service cost, were
 measured using the Projected Unit Credit Method.
 
 b) Kyowa Pharmaceutical Industry Co. Ltd., Japan
 
 The Companys subsidiary at Japan has retirement and pension plans to
 cover all its employees.  The plans consist of a defned beneft pension
 plan (upto 30.09.2010) and a retirement beneft sum payment plan
 (referred as plans). From October 1, 2010 defned beneft pension plan
 has been discontinued and new defned contribution pension plan has
 started.
 
 Under the plans, employees are entitled to benefts based on level of
 salaries, length of service and certain other factors at the time of
 retirement or termination.
 
 The Company makes annual contributions to a private bank to fund defned
 beneft pension plan (upto 30.09.2010) for qualifying employees.
 
 The most recent actuarial valuation of plan assets (upto 30.09.2010)
 and the present value of the defned beneft obligation for retirement
 benefts, for all employees other than directors were carried out as at
 March 31, 2011. The present value of the defned beneft obligations and
 the related current service cost and past service cost, were measured
 using the Projected Unit Credit Method.
 
 Retirement allowances for directors are provided for liability of the
 amount that would be required if all directors retired at the balance
 sheet date.
 
 13. Derivative Financial Instruments:
 
 i) The Company has entered into forward and option contracts in order
 to hedge and manage its foreign currency exposures towards future
 export earnings. Such derivative contracts (including contracts for a
 period extending beyond the financial year 2010-11) which are in the
 nature of highly probable forecast transactions are entered into for
 hedging purposes only, and are accordingly classifed as cash flow
 hedges.
 
 The changes in the fair value of the derivative instruments during the
 year ended 31st March 2011, aggregating Rs. 124.6 million (previous year
 Rs. 3087.4 million credited) designated as effective have been debited to
 the Cash Flow Hedge Reserve Account and Rs. 20.3 million (previous year Rs.
 13.3 million) credited to the Proft and Loss Account, being the
 ineffective portion thereof.
 
 14.  The aggregate amount of revenue expenditure incurred by the
 Company and subsidiary companies during the year on Research and
 Development and shown in the respective heads of account is Rs. 4834.2
 million (previous year Rs. 3570.1 million).
 
 15.  a) During the year, the Company through its wholly owned
 subsidiary Lupin Holdings B.V., Netherlands
 
 (LHBV), acquired / subscribed to the equity stake / made capital
 contribution in the following:
 
 i) Additional Investment in Hormosan Pharma GmbH, Germany (100%
 subsidiary of the Company) at a total cost of Rs. 220.1 million.
 
 ii) At the beginning of the year, the Company was holding 30,199,214
 shares of Rs. 326.6 million in an associate company - Generic Health Pty
 Ltd., Australia (GH) representing 49.91% stake in that company. During
 the year the Company acquired further 44,004,876 shares at a cost of Rs.
 252.5 million as a result of which the aggregate holding of the company
 in GH has increased to 76.65%, resulting in GH becoming a subsidiary of
 the Company.
 
 iii) 100% equity stake of Lupin Mexico SA de C V, Mexico at a total
 cost of Rs. 0.2 million.
 
 iv) 100% equity stake of Lupin Philippines Inc., Philippines at a total
 cost of Rs. 9.2 million.
 
 The above acquisitions / subscriptions are based on the net asset
 values, the future projected revenues, operating profits and cash flows,
 etc. of the investee companies.
 
 16. Foreign Currency Translation Reserve (Schedule 2) represents the
 net exchange difference on translation of the financial statements of
 foreign subsidiaries located at Japan, Australia, Germany, South
 Africa, Philippines, Switzerland and Canada from their local currency
 to
 
 the Indian currency. Such operations are considered as ‘non integral
 to the Company.  Consequently, in accordance with the Accounting
 Standard (AS 11) ‘The Effects of Changes in Foreign Exchange Rates
 (Revised 2003), the exchange gain on translation of Rs. 188.2 million is
 credited (previous year loss of Rs. 388.4 million is debited) during the
 year to such reserve instead of to the Proft and Loss Account [Refer
 note no. 22].
 
 18.  The information regarding Micro Enterprises and Small Enterprises
 has been determined to the extent such parties have been identifed on
 the basis of information available with the Company. This has been
 relied upon by the auditors.
 
 Amounts due to vendors under Micro Enterprises and Small Enterprises
 for the year ended March 31, 2011 is Rs. 187.2 million, interest paid
 during the year and outstanding at the year end Rs. nil (previous year Rs.
 88.5 million, interest Rs. nil).
 
 19.  Disclosures as required by Accounting Standard 29 (AS 29)
 Provisions, Contingent Liabilities and Contingent Assets
 
 During the previous year, in accordance with the terms of ‘Asset
 Purchase Agreement entered into with the vendor, with respect to
 purchase of Marketing Right, the subsidiary company at Switzerland
 (Lupin Atlantis Holdings SA) has made provision in accordance with the
 provisions of AS 29 Provisions, Contingent Liabilities and Contingent
 Assets of Rs. 45.1 million on best estimate basis with regard to assumed
 liabilities. The disclosure of the said provision is as under:
 
 20. a) Lupin Pharmacare Limited, Lupin Herbal Limited and Novodigm
 Limited (wholly owned subsidiaries of the Company) had fled petitions
 before the Honourable High Courts of Mumbai and Gujarat for
 amalgamation with the Company, the appointed date being April 1, 2009.
 
 b) Vide its order dated January 8, 2010, the Honourable High Court of
 Mumbai sanctioned the
 
 Scheme of Amalgamation between Lupin Pharmacare Ltd., Lupin Herbal Ltd.
 and the Company subject to the order to be passed by the High Court of
 Gujarat sanctioning the scheme of amalgamation between Novodigm Ltd and
 the Company. The Scheme has been sanctioned by the Honourable High
 Court of Gujarat vide its order dated May 6, 2010. The Scheme is
 effective from May 27, 2010.
 
 Since the transferor companies are the wholly-owned subsidiaries, there
 is no accounting impact of the amalgamation, in the consolidated
 financial statements of the Company, except for the matters stated in
 note no. 20 (d) and 20 (e).
 
 c) On coming into effect from the appointed date i.e. April 1, 2009,
 the transferor companies stand amalgamated with the Company on a going
 concern basis. Pending the receipt of the order of the High Court of
 Gujarat, the Scheme had not been given effect to in the financial
 statements of the Company for the previous year ended March 31, 2010.
 
 d) After giving effect to the accounting treatment in terms of the
 Scheme, the balance lying in the investment account of the Company
 standalone accounts aggregating to Rs. 218.1 million pertaining to
 purchase of Novodigm Limited (an entity acquired by the Company from
 its erstwhile promoters in the financial year 2007-08 which had resulted
 into wholly owned subsidiary - parent relationship), being goodwill, as
 was already refected in the Consolidated Financial Statements (CFS) of
 the Company; has now been refected as ‘Goodwill in the Schedule of
 Fixed Assets in the standalone financial statements of the Company and
 which is consequently so refected in the CFS of the Company for the
 current year. The said Goodwill is being amortised over a period of fve
 years.
 
 e) As the Scheme is with effect from the appointed date, the costs in
 respect of amortisation of the resultant goodwill pursuant to the
 amalgamation of Novodigm Limited for the year ended March 31, 2010
 aggregating Rs. 43.6 million has been adjusted against the opening
 balance in the Proft and Loss account of the Company as at April 1,
 2010.
 
 21. a) The Company through its wholly owned subsidiary at Netherlands
 held 100% equity stake at cost Euro 4704449 Rs. 310.7 million in Hormosan
 Pharma GmbH, Germany (Hormosan). The Company has made further capital
 contribution of Rs. 220 million during the year in the aforesaid
 subsidiary. The Goodwill on consolidation of the said subsidiary
 aggregates Rs. 240.6 million as at the year end. The said subsidiary
 continued to incur losses during the year and has negative networth
 aggregating to Rs. 116.3 million as at the end of the year. Considering
 the financial, technical and operational support from the Company and
 Hormosans projections / plans for introducing many new products
 (including products from the Company) in the German Market in the near
 future, growth in the turnover is expected, which would result in
 profitability and in improvement in networth, over a period of time.
 
 b) The Company through its wholly owned subsidiary at Netherlands has
 increased its stake in Generic Healthcare Pty Ltd. (GH) from 49.91% to
 76.65% representing 74,204,090 shares, costing Rs. 579.1 million.
 Consequently, GH has become a subsidiary company. The Goodwill on
 consolidation of GH aggregates Rs. 139.5 million as at the year end. The
 Companys investment in GH is long term and strategic in nature. During
 the year, though, GH has incurred loss, there is an improvement in its
 networth as at the year end due to further capital contribution from
 the Company. GH has plans to introduce many new products (including
 products from the Company) in the Australian market in the near future.
 As a result of this it is expected that the companys turnover would
 increase leading to profitability and improvement in networth over a
 period of time.
 
 Based on the above and considering that the Companys investments in
 these subsidiaries are held as strategic long term investments, in the
 opinion of the management, there is no impairment in the value of the
 goodwill as aforesaid and accordingly, no provision is considered
 necessary in this respect thereof.
 
 c) During the previous year, a wholly owned subsidiary company located
 at Switzerland acquired certain assets (Manufacturing Knowhow / Product
 Marketing Rights, etc.) related to a product, in accordance with the
 terms of agreement entered into by the Company. Further, another wholly
 owned subsidiary of the Company located at Canada, also commenced
 setting up of plant and machinery related to the said product.
 Accordingly, pending completion of activities necessary for product
 availability, the said assets were included under
 Capital-Work-In-Progress (CWIP).
 
 During the year, the aforesaid two subsidiaries initiated trial run
 batches of the said product, to test whether the product output is as
 per the desired specifcation. During the course of such trial runs,
 some technical issues were faced and these companies are working upon
 to resolve the same. Hence, there has been some delay in commencement
 of commercial production.
 
 The Manufacturing Knowhow / Product Marketing Rights and the plant and
 machinery would be
 
 available for use only upon successful resolution of such technical
 issues and obtaining successful trial run batches of the product.
 Accordingly, the said assets continue to be included under CWIP.
 
 The Company expects successful resolution of the technical issues and
 commencement of commercial production shortly. Accordingly, in the
 opinion of the management, there is no impairment of these assets as at
 the balance sheet date.
 
 22.  Hitherto, the subsidiary company at Switzerland used its local
 currency CHF as the reporting currency for the purposes of preparation
 of its financial statements used by the Company for the purposes of
 preparation of its CFS. Since most transactions of the said subsidiary,
 including its cash flows and income and expenditures, are transacted in
 USD, the said subsidiary, with effect from the current financial year,
 has used USD as its reporting currency in the preparation of its
 financial statements. As a result of the said change, the net proft for
 the year on account of foreign exchange difference is higher by Rs. 523.7
 million and the debit to the Foreign Currency Translation Reserve for
 the year in balance sheet is higher by Rs. 792.1 million.
 
 23.  Excise duty (Schedule 17) includes Rs. 2.8 million (previous year Rs.
 19.8 million) being net impact of the excise duty provision on opening
 and closing stock.
 
 24.  During the year, the Company had issued short term MIBOR linked
 secured debentures, which have been repaid prior to creation of
 security in favour of the debenture holders, as per details below:
 
 25.  The Company and its wholly owned subsidiary located in USA is
 involved in various legal proceedings, including product liability
 related claims, employment claims and other regulatory matters relating
 to conduct of its business. The Company carries product liability
 insurance policy with an amount it believes is suffcient for its needs.
 In respect of other claims, the Company believes, these claims do not
 constitute material litigation matters and with its meritorious
 defences the ultimate disposition of these matters will not have
 material adverse effect on its Financial Statements.
 
 26.  During the year, the Company acquired an undertaking / business
 unit as a going concern, from a party on slump sale basis for an agreed
 consideration of Rs. 195.0 million as approved by the Board, on the basis
 of fair valuation report of an independent valuer.
 
 27.  No borrowing cost has been capitalised during the year.
 
 29. Related Party Disclosures, as required by AS-18 are given below :
 
 A. Relationships -
 
 Category I : Associates of the Company :
 
 Shinko Yakuhin, Japan (upto 10th March 2010)
 
 Generic Health Pty Ltd., Australia (upto 26th September 2010)
 
 Category II : Key Management Personnel :
 
 Dr. D. B. Gupta          Chairman
 
 Dr. K. K. Sharma         Managing Director
 
 Mrs. M. D. Gupta         Executive Director
 
 Ms. Vinita Gupta         Group President and CEO of Lupin 
                          Pharmaceutical Inc., USA
 
 Mr. Nilesh Gupta         Executive Director
 
 Category III : Others (Relatives of Key Management Personnel and
                Entities in which the Key Management Personnel have 
                control or signifcant infuence)
 
 Dr. Anuja Gupta
 
 Mrs. Kavita Gupta Sabharwal
 
 Dr. Richa Gupta
 
 Mrs. Pushpa Khandelwal
 
 Adhyatma Investments Pvt. Ltd. (upto 31st March 2010)
 
 Bharat Steel Fabrication and Engineering Works
 
 Concept Pharmaceuticals Ltd. (upto 31st March 2010)
 
 D. B. Gupta (HUF)
 
 Enzal Chemicals (India) Ltd.
 
 Lupin Human Welfare and Research Foundation
 
 Lupin International Pvt. Ltd.
 
 Lupin Investments Pvt. Ltd.
 
 Lupin Marketing Pvt. Ltd.
 
 Matashree Gomati Devi Jana Seva Nidhi
 
 Novamed Pharmaceuticals Pvt. Ltd.
 
 Polynova Industries Ltd.
 
 Pranik Landmark Associates (upto 3rd March 2010)
 
 Rahas Investments Pvt. Ltd.
 
 S N Pharma (upto 31st March 2010)
 
 Synchem Chemicals (I) Pvt. Ltd.
 
 Visiomed (India) Pvt. Ltd.
 
 Zyma Laboratories Ltd.
 
 30.  Hitherto, the Cost of inventories of the susbidiaries located in
 South Africa and Switzerland was computed by frst in frst out (FIFO)
 method. From the current year, these subsidiaries have changed the cost
 formula used in the valuation of inventories from FIFO method to moving
 weighted average method, so as to fall in line with group accounting
 policy. There is no material impact on the inventory values and on the
 proft for the year, consequent to the aforesaid change.
 
 31.  The Consolidated Financial Statement includes results of
 operations of three new subisidaries incorporated during the year,
 results of one company which has become a subsidiary with effect from
 September 27, 2010 (earlier being an associate) and the results of
 operations of the entire twelve months of two subsidiaries acquired
 during the previous year. Accordingly, the current year fgures are not
 strictly comparable with those of the previous year. Previous year
 fgures have been regrouped wherever necessary to correspond with the
 fgures of the current year.
Source : Dion Global Solutions Limited
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