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Lupin
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« Mar 11
Notes to Accounts Year End : Mar '12
1 A - OVERVIEW
 
 Lupin Limited (''the Company'') was incorporated in 1983 as Lupin
 Chemicals Private Limited. Lupin Laboratories Limited which was
 incorporated in 1972 was amalgamated with the Company w.e.f.
 01.04.2000, pursuant to an Order passed by the Mumbai High Court. The
 Company is an innovation led transnational pharmaceutical Company
 producing a wide range of quality generic and branded formulations and
 bulk drugs. The Company along with its subsidiaries has manufacturing
 locations spread across India and Japan with trading and other
 incidental and related activities extending to world markets.
 
 a) Rights attached to Equity Shares
 
 The Company has only one class of equity shares with voting rights
 having a par value of Rs 2 per share. 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 at the ensuing
 Annual General Meeting.
 
 During the year ended 31 March 2012, the amount of per share dividend
 recognised as distributions to equity shareholders is Rs 3.2 (31 March
 2011: Rs 3.0)
 
 In the event of liquidation of the Company, the shareholders of equity
 shares will be entitled to receive remaining assets of the Company
 after distribution of all preferential amounts. The distribution will
 be in proportion to the number of equity shares held by the
 shareholders.
 
 a) Foreign Currency Term Loans from Banks consist of two loans of USD
 20 million (Rs 1,017.5 million) each. One of the loans carries interest
 @ LIBOR plus 1.55% and is repayable after 3 years in installments of
 USD 10 million (Rs 508.8 million) each from the date of their
 origination on 10th December 2012 and 7th January 2013. Second loan
 bears interest @ LIBOR plus 1.05% and is repayable after 3 years in
 installments of USD 10 million (Rs 508.8 million) each from the date of
 their origination on 3rd June 2013 and 29th July 2013.
 
 b) Deferred Sales Tax Loan is interest free and payable in 5 equal
 annual installments after expiry of initial 10 years moratorium period
 from each such year of deferral period from 1998-99 to 2009-10.
 
 c) Term Loans from CSIR carry interest of 3% p.a. and is payable in 8
 annual installments of Rs 30.9 million each alongwith interest.
 
 d) Term Loans from DST carry interest of 3% p.a. and is payable in 7
 annual installments of Rs 10.4 million each alongwith interest.
 
 e) The Company has not defaulted on repayment of loans and interest
 during the year.
 
 a) Working Capital Loans from Consortium of Banks comprise of Cash
 Credit, Short-Term Loans, Packing Credit, Post Shipment Credit, Bills
 Discounted and Overseas Import Credit and are secured by hypothecation
 of inventories and trade receivables, and all other moveable assets,
 including current assets at godowns, depots, in course of transit or on
 high seas and a second charge on immovable properties and moveable
 assets of the Company both present and future.
 
 b) Secured Working Capital Loans from Banks include foreign currency
 loans of Rs 5,536.3 million (previous year Rs 6,039.2 million).
 
 c) Unsecured Working Capital Loans from Banks comprise of Cash Credit
 and Short-Term Loans.
 
 d) Unsecured Working Capital Loans from Banks include foreign currency
 loans of Rs 2,716.9 million (previous year Rs 1,161.8 million).
 
 e) Working Capital Loans from Banks in foreign currency carries
 interest rate in the range of 1.5% to 3% p.a. and those in Indian
 Rupees carries interest rate in the range of 11% to 13% p.a.
 
 f) The Company has not defaulted on repayment of loans and interest
 during the year.
 
 2.  Estimated amount of contracts remaining to be executed on capital
 account and not provided for, net of advances, Rs 1518.2 million
 (previous year Rs 1278.0 million).
 
 3.  Contingent Liabilities:
 
                                                      (Rs in million) 
 
                                                As at         As at
                                             31.03.2012    31.03.2011
 
 a) Income tax demands / matters in
 respect of earlier years, pending in
 appeals [Rs 17.7 million (previous 
 year Rs 152.4 million)] consequent to
 department preferring appeal against 
 the order of the Appellate Authority 
 passed in favour of the Company.
 
 Amount paid there against and 
 included under note 19 Short-Term
 Loans and Advances Rs 27.0 million 
 (previous year Rs nil).                        44.7           152.4
 
 b) Excise duty, Service tax and Sales 
 tax demands for input tax credit
 disallowances and demand for additional 
 Entry Tax arising from dispute on 
 applicable rate are in appeals and 
 pending decisions. Amount paid there 
 against and included under note 19
 Short-Term Loans and Advances
 Rs 28.4 million (previous year 
 Rs 29.0 million).                             416.8           195.1
 
 c) Claims against the Company not 
 acknowledged as debts [excluding
 interest (amount unascertained) in 
 respect of a claim] for transfer
 charges of land, octroi duty, 
 employee claims, power and stamp duty.
 Amount paid there against without 
 admitting liability and included
 under note 19 Short-Term Loans and 
 Advances Rs 78.6 million (previous
 year Rs 76.8 million).                        432.9           311.1
 
 d) Counter guarantee given to GIDC 
 in connection with repayment of loan
 sanctioned by a financial institution 
 to a company, jointly promoted by an
 Association of Industries (of which, 
 the Company is a member) and GIDC.              7.5             7.5
 
 e) Guarantees given in respect of 
 standby letter of credit issued by
 the Company''s bankers in connection 
 with the credit facilities availed
 for its subsidiaries aggregating 
 Rs nil (previous year Rs 221.6 million).          -           214.4
 
 f) Letter of comfort issued by the 
 Company towards the credit facilities 
 sanctioned by the bankers of subsidiary 
 companies aggregating Rs 118.6 million 
 (previous year Rs 102.9 million).              81.4            37.5
 
 g) Corporate guarantee given in respect
  of credit facility sanctioned by bankers 
 of subsidiary companies aggregating 
 Rs 3034.2 million (previous year
 Rs 78.2 million).                            2902.8            26.9
 
 h) Financial guarantee given to third 
 party on behalf of subsidiary for
 contractual obligations.                      152.6           133.8
 
 i) Bank Guarantees given on behalf of
 the Company to third party.                    15.9               -
 
 The Company does not envisage any likely reimbursements in respect of
 the above.
 
 4.  a) During the year, the Company, through its wholly owned
 subsidiary Lupin Holdings B.V., Netherlands
 
 (LHBV), acquired / subscribed to the equity stake of the
 following 100% subsidiaries:
 
 i) Additional investment in Hormosan Pharma GmbH, Germany at a total
 cost of Rs 177.1 million.
 
 ii) Additional investment in Lupin Philippines Inc., Philippines at a
 total cost of Rs 6.1 million.
 
 iii) Additional investment in Lupin Mexico SA de CV, Mexico at a total
 cost of Rs 8.6 million.
 
 b) During the year, Kyowa Pharmaceutical Industry Co. Ltd., Japan
 (wholly owned subsidiary of LHBV) acquired 99.99% equity stake of I''rom
 Pharmaceutical Co. Ltd., Japan at a total cost of Rs 2289.4 million.
 
 The above acquisitions / subscriptions are based on the net asset
 values, the future projected revenues, operating profits, cash flows
 etc. of the investee companies.
 
 5.  Segment Reporting:
 
 The Company has presented data relating to its segments based on its
 consolidated financial statements, which are presented in the same
 Annual Report. Accordingly, in terms of paragraph 4 of the Accounting
 Standard 17 (AS 17) Segment Reporting, no disclosures related to
 segments are presented in this standalone financial statement.
 
 * Excluding service tax.
 
 ** Includes payment for taxation matters to an affiliated firm covered
 by a networking arrangement which is registered with the Institute of
 Chartered Accountants of India.
 
 6.  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), Lupin Employees Stock Option Plan 2011 (ESOP 2011)
 and Lupin Subsidiary Companies Employees Stock Option Plan 2011
 (SESOP 2011) 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:
 
 7.  Stock Appreciation Rights:
 
 During the year, the Company has granted Stock Appreciation Rights
 (SARs) to certain eligible employees in accordance with Lupin
 Employees Stock Appreciation Rights Scheme (LESARs 2011) approved
 by the Board of Directors (Board) at their Board Meeting held on
 September 13, 2011. Under the scheme, eligible employees are entitled
 to receive appreciation in value of shares on completion of the vesting
 period.
 
 The Scheme is administered through the Lupin Employees Benefit Trust
 (the Trust) as settled by the Company. The Trust is administered
 by an independent Trustee. At the end of the vesting period of 3 years,
 the equity shares will be sold in the market by the Trust and the
 appreciation on the same (if any) will be distributed to the said
 employees, subject to vesting conditions.
 
 As approved by the Board, the Company has advanced an interest free
 loan of Rs 220.1 million to the Trust during the year to acquire
 appropriate number of Equity Shares of the Company from the market on
 the grant date of SARs and the loan outstanding as at the balance sheet
 date aggregating to Rs 220.1 million is included under Long-Term
 Loans and Advances (Refer note 14).
 
 8  Post Employment Benefits:
 
 (i) Defined Contribution Plans:
 
 The Company makes contributions towards provident fund and
 superannuation fund to a defined contribution retirement benefit plan
 for qualifying employees. The superannuation fund is administered by
 the Life Insurance Corporation of India (LIC). Under the plan, the
 Company is required to contribute a specified percentage of payroll
 cost to the retirement benefit plan to fund the benefits.
 
 The Company recognised Rs 120.1 million (previous year Rs 96.0 million)
 for superannuation contribution and Rs 1.5 million (previous year Rs 3.8
 million) for provident fund contributions in the Statement of Profit
 and Loss.
 
 (ii) Defined Benefit Plan:
 
 A) The provident fund plan of the Company, except one plant, is
 operated by the Lupin Limited Employees Provident Fund Trust (the
 Trust). Eligible employees receive benefits from the said
 Provident Fund. Both the employees and the Company make monthly
 contributions to the Provident Fund Plans equal to a specified
 percentage of the covered employee''s salary.  The minimum interest
 rate payable by the Trust to the beneficiaries every year is being
 notified by the Government. The Company has an obligation to make good
 the shortfall, if any, between the return from the investments of the
 trust and the notified interest rate.
 
 The ASB Guidance on Implementing AS-15, Employee Benefits (revised
 2005) issued by Accounting Standards Board (ASB) states that benefit
 plans involving employer established provident funds, which require
 interest shortfalls to be recompensed are to be considered as defined
 benefit plans. As per the Guidance Note from the Actuarial Society of
 India, the Company has obtained the actuarial valuation of interest
 rate obligation in respect of Provident Fund and shortfall aggregating
 Rs 24.6 million has been provided for. 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 classified
 as Defined Benefit Plan.
 
 The Company recognised Rs 175.7 million (Previous year Rs 137.0 million)
 for provident fund contributions in the Statement of Profit and Loss.
 
 B) The Company makes annual contributions to the Group Gratuity cum
 Life Assurance Schemes administered by the LIC of India, a funded
 defined benefit plan for qualifying employees. The scheme provides for
 payment as under:
 
 a) On normal retirement / early retirement / withdrawal / resignation:
 
 As per the provisions of the Payment of Gratuity Act, 1972 with vesting
 period of 5 years of service.
 
 b) On death in service:
 
 As per the provisions of the Payment of Gratuity Act, 1972 without any
 vesting period.
 
 The most recent actuarial valuation of plan assets and the present
 value of the defined benefit obligation for gratuity were carried out
 as at March 31, 2012. The present value of the defined benefit
 obligations and the related current service cost and past service cost,
 were measured using the Projected Unit Credit Method.
 
 Based on the actuarial valuation obtained in this respect, the
 following table sets out the status of the gratuity plan and provident
 fund plan and the amounts recognised in the Company''s financial
 statements as at the balance sheet date.
 
 9.  Details of Derivative Contracts:
 
 The Company enters 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 2012-13) are entered into by the
 Company for hedging purposes only, and are accordingly classified as
 cash flow hedges.
 
 The changes in the fair value of the derivative contracts during the
 year ended March 31, 2012 aggregating Rs 631.9 million (previous year Rs
 126.3 million) designated and effective as hedges have been debited to
 the Cash Flow Hedge Reserve and Rs 4.7 million (previous year Rs 20.3
 million credited) is debited to the Statement of Profit and Loss, being
 the ineffective portion thereof.
 
 10.  The aggregate amount of revenue expenditure incurred during the
 year on Research and Development and shown in the respective heads of
 account is Rs 4630.4 million (previous year Rs 4310.9 million).
 
 11.  The information regarding Micro Enterprises and Small Enterprises
 has been determined to the extent such parties have been identified on
 the basis of information available with the Company. This has been
 relied upon by the auditors.
 
 Amounts due to Micro Enterprises and Small Enterprises as on March 31,
 2012 is Rs 219.4 million, interest Rs nil (previous year Rs 187.2 million,
 interest Rs nil), interest paid during the year Rs nil (previous year Rs
 nil).
 
 12.  During the previous year:
 
 a) Under Sections 391-394 of the Companies Act, 1956, Lupin Pharmacare
 Limited and Lupin Herbal Limited together with Novodigm Limited, wholly
 owned subsidiaries of the Company (''transferor companies''), stood 
 amalgamated with the Company on a going concern basis effective from 
 May 27, 2010, pursuant to the scheme sanctioned by the Honourable High 
 Court of Judicature at Ahmedabad vide its order dated May 6, 2010.
 
 b) The said amalgamation was accounted for under the Pooling of
 Interests method as prescribed by the Accounting Standard 14
 ''Accounting for Amalgamations'' as notified by the Companies
 (Accounting Standards) Rules, 2006. In terms of the Scheme, all the
 assets and liabilities of the transferor companies were transferred to
 the Company at their respective book values and all inter-company
 balances were cancelled. Since the transferor companies were wholly
 owned subsidiaries, the shares held by the Company in the aforesaid
 companies stood cancelled and no shares were issued to effect the
 amalgamation.
 
 c) Consequently, the goodwill of Rs 218.1 million arising on
 amalgamation is reflected in the standalone financial statements of the
 Company from the year ended March 31, 2011. The said goodwill is being
 amortized over a period of five years.
 
 13.  Related Party Disclosures, as required by Accounting Standard 18
 are given below:
 
 A. Relationships:
 
 Category I : Subsidiaries:
 
 Lupin Pharmaceuticals Inc., USA
 
 Kyowa Pharmaceutical Industry Co. Ltd., Japan
 
 Lupin Australia Pty Ltd., Australia
 
 Lupin Holdings B.V., Netherlands
 
 Pharma Dynamics (Proprietary) Ltd., South Africa
 
 Hormosan Pharma GmbH, Germany
 
 Multicare Pharmaceuticals Philippines Inc., Philippines
 
 Lupin Atlantis Holdings SA, Switzerland
 
 Lupin (Europe) Ltd., UK
 
 Amel Touhoku, Japan
 
 Lupin Pharma Canada Ltd., Canada
 
 Lupin Mexico SA de CV, Mexico (from 23rd August 2010)
 
 Generic Health Pty Ltd., Australia (from 27th September 2010)
 
 Bellwether Pharma Pty Ltd., Australia (from 27th September 2010)
 
 Generic Health Inc., USA (from 27th September 2010) (upto 4th October
 2011)
 
 Max Pharma Pty Ltd., Australia (from 27th September 2010)
 
 Lupin Philippines Inc., Philippines (from 20th December 2010)
 
 Lupin Healthcare Ltd., India (from 17th March 2011)
 
 Generic Health SDN. BHD., Malaysia (from 18th May 2011)
 
 I''rom Pharmaceutical Co. Ltd., Japan (from 30th November 2011)
 
 Category II : Key Management Personnel:
 
 Dr. D. B. Gupta     Chairman
 
 Dr. K. K. Sharma Managing Director
 
 Mrs. M. D. Gupta Executive Director
 
 Mr. Nilesh Gupta Executive Director
 
 Category III : Others (Relatives of Key Management Personnel and
 Entities in which the
 
 Key Management Personnel have control or significant influence):
 
 Mrs. Vinita Gupta
 
 Dr. Anuja Gupta
 
 Mrs. Kavita Gupta Sabharwal
 
 Dr. Richa Gupta
 
 Mrs. Pushpa Khandelwal
 
 Bharat Steel Fabrication and Engineering Works
 
 D. B. Gupta (HUF)
 
 Enzal Chemicals (India) Limited
 
 Lupin Human Welfare and Research Foundation
 
 Lupin International Pvt. Limited
 
 Lupin Investments Pvt. Limited
 
 Lupin Marketing Pvt. Limited
 
 Matashree Gomati Devi Jana Seva Nidhi
 
 Novamed Pharmaceuticals Pvt. Limited
 
 Polynova Industries Limited
 
 Rahas Investments Pvt. Limited
 
 Synchem Chemicals (I) Pvt. Limited
 
 Visiomed (India) Pvt. Limited
 
 Zyma Laboratories Limited
 
 i) Figures in brackets are for previous year.
 
 ii) Related party relationship is as identified by the Company and
 relied upon by the Auditors.
 
 14.  Excise duty (Refer note 27) includes Rs 23.2 million (previous year
 Rs 2.8 million) being net impact of the excise duty provision on opening
 and closing stock.
 
 15.  The Company 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 sufficient for its needs. In respect of other claims, the Company
 believes, these claims do not constitute material litigation matters
 and with its meritorious defenses the ultimate disposition of these
 matters will not have material adverse effect on its Financial
 Statements.
 
 16.  No borrowing cost has been capitalised during the year.
 
 17.  The Revised Schedule VI has become effective from 1 April 2011 for
 the preparation of financial statements. This has significantly
 impacted the disclosure and presentation made in the financial
 statements. Previous years figures have been regrouped / reclassified
 wherever necessary to correspond with the current year''s classification
 / disclosure.
Source : Dion Global Solutions Limited
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