1. Contingent Liabilities
a) Claims against the Company not acknowledged as debts:
- Income Tax and Indirect Taxes claims disputed by the Company relating
to issues of applicability and classification: Rs.311.84 Millions (31st
March 2009: Rs.303.94 Millions)
- Local Authority Taxes claims disputed by the Company relating to
issues of applicability and determination: Rs.4.13 Millions (31st March
2009: Rs.4.07 Millions)
- Claims arising from contractual disputes: Rs.0.95 Millions (31st
March 2009: Rs.0.89 Million)
b) The Company has given corporate guarantees to various banks for
facilitating sanction of working capital loans to its subsidiaries
viz., Matrix Pharma Group (Xiamen)Ltd, Matrix Laboratories Xiamen Ltd,
Jiangsu Matrix Pharmaceutical Chemical Co. Ltd (formerly known as
Dafeng Mchem Pharmaceutical Chemical Co. Ltd) aggregating : Rs.1,573.25
Millions (31st March 2009:Rs.659.49 Millions). The amount outstanding
against such guarantees as at 31st March 2010 aggregate to Rs.576.80
Millions (31st March 2009 : Rs.586.96 Millions)
c) The Company has reached an in principle agreement with a party in
connection with a dispute on termination of supply agreement being
arbitrated under auspices of the London Court of International
Arbitration and has made adequate provisions in the books of accounts
for the year ended 31st March 2010 on the settlement amount so agreed.
d) During the course of the year, the European Commission had stated
that it initiated proceedings against Matrix and other companies which
entered into agreements with the innovator relating to a product.
Matrix is cooperating with the Commission in connection with the
investigation. As it is not possible to determine with any degree of
certainty any potential liability associated with these proceedings, no
amounts have been recorded in the Companys financial statements.
However, Management believes that the ultimate outcome of this matter
is not expected to have a material adverse impact on the companys
financial statements.
2 a) Estimated amount of contracts remaining to be executed on capital
account and not provided for: Rs.402.28 Millions (31st March 2009:
Rs.718.93 Millions); net of advances Rs.230.00 Millions (31st March
2009: Rs.351.52 Millions). b) Capital work in progress includes
capital advances of Rs.398.32 Millions (31st March 2009 : Rs. 593.45
Millions) 3. Secured Loans & Unsecured Loans
a) Long term loans are secured or are in the process of being secured
pari passu by first charge on fixed assets and second charge on current
assets.
b) Working Capital facilities are secured pari passu by first charge on
current assets and second charge on fixed assets except one bank, where
the facility is secured by first charge on fixed assets and current
assets.
c) Amounts repayable within twelve months in respect of secured long
term loan from banks: Rs.196.25 Millions (31st March 2009: Rs.140.00
Millions)
d) Amounts repayable within twelve months in respect of unsecured
loans: Rs.252.33 Millions (31st March 2009: Rs.1,002.87 Millions)
c) Premium on forward contracts to be recognized in the profit and loss
account in subsequent accounting period amounts to Rs.5.46 Millions
(31st March 2009:Rs.9.83 Millions)
d) Amounts accumulated in Cash Flow Hedge Account as of 31st March 2010
on account of effective portion of the hedges are Rs.332.97 Millions.
Effective portion of cash flow hedge contracts matured during the year
are included in sales amounting to Rs.19.10 Millions (31st March 2009:
Rs.Nil)
e) Forward contracts on Forecasted Transactions.
3. Related Party Disclosures
Related Parties and Nature of Relationship
a) Ultimate Holding Company - Mylan Inc. USA
b) Holding Company - MP Laboratories (Mauritius) Ltd
(1) Investment in Concord Biotech Limited has been sold on 4th December
2009. Refer Note 22 of Schedule 3.02.
(2) Reflects the effective holding interest of Matrix Laboratories
(Singapore) Pte Ltd.
(3) Dafeng Mchem Pharmaceutical Chemical Company Ltd has been renamed
as Jiangsu Matrix Pharmaceutical Chemical Co. Ltd. Shareholding in
Jiangsu Matrix Pharmaceutical Chemical Co. Ltd increased from 95% to
100% during the year consequent upon acquisition of minority interest.
(4) Shareholding in Matrix Laboratories (Xiamen) Limited increased from
93% to 98% during the year consequent upon additional investment in
Equity by Matrix Laboratories (Singapore) Pte Ltd
(5) As of 29th December 2009, Matrix Laboratories B V, Netherlands
shareholding in Matrix Laboratories NV - Belgium and its step down
subsidiaries came down from 100% to 39.99%. This is due to conversion
of a portion of the Debt held by the Ultimate Holding Company and a
fellow subsidiary to Equity.
(6) Matrix Laboratories BVBA was formerly known as Matrix Laboratories
NV
(7) Docpharma BVBA was formerly known as Docpharma NV
(8) During the year, Value Pharma International, Vascucare N V,
Vascumed NV and Aprime SA were merged with Docpharma BVBA (formerly
known as Docpharma NV) with retroactive effect from 1st April 2009.
d) Fellow Subsidiaries
Sl. No Name
1. Mylan Pharmaceuticals Inc.
2. Mylan Pharmaceuticals ULC (1)
3. Mylan Seiyaku Inc
4. Gerard Laboratories Ltd
5. Alphapharm Pty. Ltd.
6. Mylan India Pvt Ltd
7. Mylan (UK) Ltd (2)
8. Mylan Technologies Inc.
9. Mylan SAS
f) Key Management Personnel
Mr.S.Srinivasan - Chief Executive Officer & Managing Director
Dr.B.Hari Babu - Chief Operating Officer & Executive Director (with
effect from 7th October 2009)
8. Included in Other Income (Schedule) are the following:
a) Interest on Long Term Investments Rs.2.85 Millions (2008-09: Rs.2.85
Millions), Interest on Income tax refund : Rs. Nil ( 2008-09 : Rs 7.69
Millions)
b) The Profit and Loss Account includes a net credit of Rs.Nil
(2008-09: net credit of Rs.110.96 Millions) on account of Exchange
Differences.
c) The company has received Rs.234.83 Millions towards settlement on
restructuring the supply agreement during the year out of which
Rs.23.48 Millions has been recognised as income during the year and the
balance is Rs. 211.35 Millions as on 31st March 2010.
9. The Company had settled a Potential Patent infringement suit
favorably and received Rs.978.72 Millions. Of this, Rs.Nil (2008-09:
Rs.134.57 Millions) has been recognized as Income for the year
(Rs.978.72 Millions to date) (Previous Years and till 31st March 2009:
Rs.978.72 Millions).
10. Employees Stock Option Scheme (ESOP)
a) The company formulated a Employee Stock Option Plans for granting
3,000,000 stock options in tranche I, 1,088,000 in tranche II, 666,000
in tranche III and 491,500 in tranche IV of Rs. 2/- each to eligible
employees / directors of the Company (excluding promoters). An amount
of Rs. 80.30 Millions (2008-09 - Rs. 3.56 Millions) is charged under
Personnel Cost and has been accounted in accordance with the Guidance
Note Accounting for Employee Share-based Payments issued by the
Institute of Chartered Accountants of India.
b) The shareholders of the Company approved 7,000,000 stock options
under Employees Stock Option Scheme, representing 7,000,000 equity
shares of Rs. 2/- each to the employees and directors of the Company.
c) The Compensation Committee of the Board of Directors of the Company
at its meeting held on 5th February 2005, granted 3,000,000 stock
options at an exercise price of Rs. 143.136 per option, on 28th July
2005, granted 1,088,000 stock options at an exercise price of Rs.144.63
per option, on 27th February 2006 granted 666,000 stock options at an
exercise price of Rs. 171 per option and on 27th August 2006 granted
491,500 stock options at an exercise price of Rs.210 per option.
d) The shareholders of the Company approved 1,000,000 stock options
under Employees Stock Option Scheme representing 1,000,000 equity
shares of Rs.2/- each to the employees and directors of the subsidiary
companies. The Compensation Committee of the Board of Directors of the
Company at its meeting held on 11th May 2006 granted 155,000 stock
options at an exercise price of Rs.199 per option.
e) The above prices were determined in accordance with the pricing
formula approved by the shareholders i.e. 20% discount on the average
of weekly high and low of the closing price of the shares, quoted on
the National Stock Exchange of India Limited during the 6 months prior
to the date of granting of options. The option can be exercised over a
period of five years from the date of respective vesting.
f) As part of the process for delisting of the Equity shares of the
Company, the employee stock option plans (ESOP plans) have been
modified, to provide for immediate vesting of outstanding stock options
and revision of exercise price. Further the employees right to
purchase the shares from the Company was substituted with the right to
purchase equity shares from Matrix ESOP Trust. Consequent to the
modifications to the ESOP plans a total charge of Rs. 80.30 Millions is
recorded under employee cost.
g) Method used for accounting for share based payment plan:
The company has used the intrinsic value method to account for the
compensation cost of stock option to employees of the company.
Intrinsic value is the amount by which the quoted market price of the
underlying share exceeds the exercise price of the option.
h) Fair Value Methodology
The fair value of options used to compute pro forma net income and
earnings per equity share have been estimated on the date of grant
using Black-Scholes model.
i) The key assumptions used in Black-Scholes model for calculating fair
value are: risk-free interest rate ranging between 6.33% and 7.77%,
expected life: 3 to 6 years, expected volatility of shares: 40% to 76.56%
and expected growth life in dividend: 2.97 %. The range variables detailed
herein represent the highs and the lows of the assumptions during the
pendency of the grant dates.
11. Disclosures as required under Accounting Standard AS-15
Accounting standard AS-15 Employee Benefits notified by the Companies
(Accounting Standards) Rules, 2006, employee benefits have been
determined in accordance with the Standard
Description of Employee Benefits
a) Gratuity
This is a defined benefit plan as detailed in Note 6(a) of Schedule
3.01 and the liability for which is determined on the basis of
actuarial valuation and is funded with Gratuity fund managed by Life
Insurance Corporation of India.
b) Scheme Description
The Scheme provides for a lump sum benefit, subject to a vesting period
of 5 years in case of early separation, based on final salary and years
of service.
c) Actuarial valuation method: - Projected Unit Credit
d) Leave Benefits
Leave benefit to employees is considered a short term liability which
is determined in accordance with the provisions of AS-15 - Employee
Benefits.
Actuarial Assumptions
- Discount Rate: 8.30% (2008-09 : 7.85 %)
- Expected Return on Plans Assets: 7.50 % (2008-09: 7.50 %)
The estimates of future salary increases, considered in actuarial
valuations take account of inflation, seniority, promotion and other
relevant factors such as supply and demand factors in the employment
market.
f) The Company has made the actuarial valuation based on the proposed
increased limit of gratuity payable Rs.1.00 Million.
12. Disclosure in respect of Operating Leases
a) A general description of leasing arrangements.
The company has entered into leasing arrangements in respect of
operating leases for premises, equipments and vehicles. These leasing
arrangements which are cancellable range between 11 months and 3 years
generally, and are usually renewable by mutual consent on mutually
agreed terms.
13. Maximum amount in current account with ABN Amro , Vienna a non
scheduled bank, Rs.0.01 Million (Previous year Rs.0.06 Million)
14. The equity shares of the Company were delisted from the Bombay
StockExchange (BSE) and National Stock Exchange of India Limited (NSE)
inaccordance with the Securities andExchange Board of India (Delisting
ofSecurities) Guidelines, 2003 with effect from 21st August 2009.
15. Matrix Laboratories Limited (Matrix) had entered into agreements
in October 2008 for the termination of the joint venture agreements
with Aspen Pharmacare Holdings Limited (Aspen). The Astrix
Laboratories Limited (Astrix) and Fine Chemicals Corporation (Pty)
Limited (FCC) joint ventures were held 50:50 by Aspen and Matrix
along with their respective subsidiaries. Under the terms of the
termination agreements, 50% Matrixs stake in FCC has been bought by
Aspen. 50% Aspens stake in Astrix has been assigned by Matrix to its
parent company to the extent of 49% and the balance 1% to a fellow
subsidiary. The transaction has been closed with effect from 31st May
2009. With effect from 1st June 2009, the composition of Board of
Directors of Astrix is under the control of Matrix.
16. Matrix Laboratories Limited (Matrix) held 52.38% in Concord
Biotech Limited (Concord) . This investment was sold during the year
and the transaction has been closed on 4th December 2009.
The exceptional item of Rs 606.08 Millions represents profit on sale of
Concord.
17. Matrix Laboratories Limited (Matrix), held 100% in Matrix
Laboratories, N V, Belgium through its subsidiary ,Matrix Laboratories
, BV, Netherlands. The shareholding of Matrix in Matrix Laboratories,
NV, Belgium came down to 39.99% as of 29th December 2009. This is on
account of the conversion of debt, held by ultimate Holding Company and
its subsidiaries in Matrix Laboratories N V, Belgium, to Equity. The
carrying cost of the investment in Matrix Laboratories NV Belgium is
Rs.Nil as a provision for diminution in value of investment was made
during the year ended 31st March 2008.
18. a) The Company entered into a definitive agreement in April 2010,
for purchase of business undertaking, comprising of
research & development and manufacturing of Active Pharmaceutical
Ingredients (APIs), from Mylan India Pvt. Ltd., whose registered office
is at Plot No.1A/2, MIDC Indl. Estate, Taloja, Panvel, Dist. Raigad,
Maharashtra-410 208. The transaction has been closed with effect from
1st June 2010.
b) The Company has entered into a Memorandum of Understanding in June
2010, with another pharmaceutical company, for sale of one of its
manufacturing facilities in Hyderabad. This transaction is not expected
to have any material impact on the financials of the Company.
19. Figures have been rounded off to the nearest ten thousand.
20. Previous years figures have been regrouped and reclassified
wherever necessary to conform to current years classification. |