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Matrix Laboratories
BSE: 524794|NSE: MATRIXLABS|ISIN: INE604D01023|SECTOR: Pharmaceuticals
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Matrix Laboratories is not traded in the last 30 days
Matrix Laboratories is not traded in the last 30 days
Explore Matrix Lab connections « Mar 09
Notes to Accounts Year End : Mar '10
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.
Source : Dion Global Solutions Limited
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