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Orchid Chemicals and Pharmaceuticals
BSE: 524372|NSE: ORCHIDCHEM|ISIN: INE191A01019|SECTOR: Pharmaceuticals
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Explore Orchid Chemical connections « Mar 10
Notes to Accounts Year End : Mar '11
1) Non - Monetary foreign currency items are carried at cost
 
 2) All inter-related transactions are recognised at common rates.
 
 3) Transactions denominated in foreign currencies are recorded at the
 exchange rate prevailing on the date of transaction.
 
 4) Monetary items denominated in foreign currencies at the year end are
 restated at year end rates. In case of items which are covered by
 forward exchange contracts, the difference between the year end rate
 and the rate on the date of the contract is recognised as exchange
 difference and the premium paid on forward contracts is recognised over
 the life of the contract.
 
 The Company has exercised the option provided under the amendment to
 the Companies (Accounting Standards) Amendment Rules, 2006 dated March
 31, 2009 (AS 11). (a) amount remaining unamortised in the financial
 statements as on March 31, 2011 is Nil (previous year (Rs 1,761.47
 lakhs)) (b) The value of fixed assets adjusted for exchange gain is Rs
 63.27 lakhs (Previous year Loss of Rs 775.05 lakhs) resulting in
 depreciation amount being less by Rs 2.58 lakhs (Previous year more by
 Rs 29.08 lakhs) (c) profit for the year is higher by Rs 3,459.67 lakhs
 (Previous year - loss lower by Rs 11,791.12 lakhs).
 
 j) Subsidy on Fixed Assets
 
 Subsidy received on fixed assets is credited to the cost of respective
 fixed assets.
 
 5. The Company has filed an appeal against the demand made by the
 Income Tax department amounting to Rs Nil (Previous year Rs 98.94
 lakhs). No provision has also been made for demand of interest
 amounting to Rs Nil (Previous year Rs 68.88 lakhs) as petition has
 already been filed for waiver of interest.
 
 6.  Foreign Currency Convertible Bonds (FCCBs) :
 
 a) The Company raised FCCBs during 2006-07 aggregating to US$ 175
 million (Rs 77,358.75 lakhs) with an option to the investor to convert
 the FCCBs into equity shares of the Company at an initial conversion
 price of Rs 348.335 per share at a fixed rate of exchange on conversion
 Rs 43.93 = US$ 1, at any time after April 9, 2007 and prior to February
 18, 2012. Further the Company has an option of early redemption of
 these FCCBs in whole at any time on or after February 28, 2010 and
 prior to February 21, 2012, subject to certain conditions. Unless
 previously converted, redeemed or repurchased and cancelled, the FCCBs
 will be redeemed on February 28, 2012 at 142.77% of their principal
 amount.During the year 2008-09, the Company bought back FCCBs to the
 extent of US$ 37.80 million and the outstanding FCCBs as at March 31,
 2009 was US$ 137.20 million.
 
 During the year 2009-10, the Company bought back FCCBs to the extent of
 US$ 19.778 million. The outstanding FCCBs as at March 31, 2011 is US$
 117.422 million.
 
 b) The Company raised FCCBs during the year 2005-06 aggregating to US$
 42.50 million (Rs 19,284.50 lakhs) including a green shoe option of US$
 5 million (Rs 2,289.50 lakhs) with an option to the investor to convert
 the FCCBs into equity shares or global depository receipts at an
 initial conversion price of Rs 243.80 per share at a fixed rate of
 exchange on conversion Rs 44.94 = US$ 1. Out of the above, FCCBs
 amounting to US$ 22.79 million (Rs 10,241.82 lakhs) have been so far
 converted.
 
 During 2008-09, the Company bought FCCBs to the extent of US$ 2.25
 million and the outstanding FCCB''s as at March 31, 2010 is US$ 17.46
 million. During the year 2010-11, the Company redeemed the outstanding
 FCCBs, aggregating to US$ 25.69 million (Rs 114.10 crore) including
 yield-to-maturity, on the due date i.e. November 03, 2010.
 
 c) Provision has already been made for the entire premium payable on
 redemption of FCCBs by debiting the Securities Premium account (SPA).
 In the event that the conversion option is exercised by the holder of
 FCCBs in the future, the amount of premium charged to SPA will be
 suitably adjusted in the respective years.
 
 The debit to share premium account for premium on FCCBs and for issue
 expenses have been made on the gross value without adjusting any tax
 impact. Tax benefits accruing to the Company on account of claiming
 such expenses will be credited to the SPA in the year in which the
 benefit is enjoyed by the Company.
 
 The provision for premium on redemption of FCCBs debited to SPA is
 being restated at the exchange rate prevailing at the year end and the
 gain of Rs 288.73 lakhs (Previous year Rs 3,584.88 lakhs) on account of
 such restatement during the year is adjusted to the security premium
 account.
 
 d) Even though the Company has provided for the premium on redemption
 of FCCBs as per note [c] above, the Company also makes provision for
 dividend in the books of account on the equity shares to be allotted
 upon conversion of FCCBs outstanding as at respective year end. Since
 the Company is obliged, as per SEBI guidelines, to pay dividend to
 those FCCBs holders who convert their FCCBs into equity after adoption
 of the financial statements and upto the book closure date.
 
 7 Amounts Due to Micro, Small and Medium Enterprises
 
 The Identification of Micro, Small and Medium Enterprises Suppliers as
 defined under The Micro, Small and Medium Enterprises Development Act,
 2006 is based on the Information available with the management. As
 certified by the Management, the amounts overdue as on March 31, 2011
 to Micro, Small and Medium Enterprises on account of principal amount
 together with interest, aggregate to Rs Nil (Previous year Nil).
 
 8 Excise duty on finished goods has been accounted on removal of goods
 from factory,wherever applicable. Finished goods at factory have been
 valued at cost exclusive of excise duty and no provision has been made
 for excise duty on such goods. The above treatment has no impact on
 Profit & Loss account.
 
 Names of the related parties and description of relationship.
 
 1.  Subsidiary
 
 Orchid Europe Limited, UK
 
 Orchid Pharmaceuticals Inc., USA
 
 Orgenus Pharma Inc., USA(Subsidiary of Orchid Pharmaceuticals Inc.,
 USA.)
 
 Orchid Pharma Inc / Karalex Pharma USA, (Subsidiary of Orchid
 Pharmaceuticals Inc., USA)
 
 Orchid Research Laboratories Ltd., India (ORLL)
 
 Orchid Pharmaceuticals SA (Proprietary) Limited, South Africa (OPL, SA)
 
 Bexel Pharmaceuticals Inc., USA
 
 Diakron Pharmaceuticals Inc., USA
 
 Orchid Pharma Japan KK
 
 2.  Joint Venture NCPC Orchid Pharmaceuticals Company Limited, (NCPC,
 China)
 
 3.  Key Management Personnel Mr. K Raghavendra Rao, Chairman & Managing
 Director
 
 Mr. S Krishnan, Executive Director & CFO
 
 4.  Relatives of Key Management Personnel
 
 Mrs. R Vijayalakshmi (wife of Mr. K Raghavendra Rao)
 
 Ms. R Divya and Ms. R Sowmya (daughters of Mr. K Raghavendra Rao)
 
 5.  Companies in which relatives of Key Management personnel exercise
 significant influence.
 
 Spectrasoft Technologies Limited, India (Spectrasoft)
 
 All whole time directors have been considered as Key Management
 Personnel as they are involved in planning, directing and controlling
 the activities of the reporting enterprise.
 
 9 In terms of the resolution passed by the Company at the EGM dated
 October 21,1999 Employee Stock Option Scheme was extended to the
 employees of the Company. Accordingly options totalling 15,00,000 Nos
 were given to the employees as per the scheme formulated under
 ORCHID-ESOP 99 scheme by the Compensation committee of the Board of
 Directors. Each option is convertible into one equity share of Rs 10/-
 each at a price of Rs 243.35 including premium for 6,00,000 Nos, Rs 252
 including premium for 3,07,925 Nos, Rs 300.65 including premium for
 2,92,075 nos and Rs 339.25 including premium for 3,00,000 nos.
 
 A fair and reasonable adjustment in share price/ the number of options
 outstanding was made by the Company in respect of the Employee Stock
 Options granted but not exercised by the Employees due to the corporate
 actions of issue of bonus shares during October 2005. The total number
 of options outstanding and the price was adjusted so that the total
 value and options available to each option holder remained the same.
 
 Consequently the revised and adjusted prices per share are Rs 162.24
 (Rs 243.35), Rs 168.00 (Rs 252.00) and Rs 200.44 (Rs 300.65)
 respectively for 6,00,000 Nos, 3,07,925 Nos and 2,92,075 Nos of options
 granted by the Company.
 
 For the 3,00,000 options granted during April 2006 at a price of Rs
 339.25, the Compensation Committee of the Board of Directors considered
 repricing of the options in the interest of the employees, due to the
 fall in the price of the shares of the Company and accordingly approved
 a repricing of the options from Rs 339.25 to Rs 193.25 as per the
 closing price of Orchid at National Stock Exchange on August 11, 2006.
 The revision in the price has been approved by the shareholders at the
 Annual General Meeting held on July 19, 2007.
 
 2,60,489 Options (net of lapsed options) were outstanding as at March
 31, 2010 including the additional number of options adjusted, due to
 the bonus issue under ORCHID-ESOP 99 scheme.
 
 During 2010-11, the outstanding 2,60,489 Options got lapsed.
 
 In terms of the resolution passed by the Company at the AGM dated July
 18, 2005 the shareholders approved the scheme formulated under
 ORCHID-ESOP 2005 for allotting 10,00,000 Nos. Accordingly 6,10,000
 options were given to the eligible directors and employees by the
 compensation committee of the Board of Directors at a meeting held on
 August 12, 2006. Each option is convertible into one equity share of Rs
 10/- each at a price of Rs 193.25 per share including premium.
 
 66,300 Options (net of lapsed options) were outstanding as at March 31,
 2010 under ORCHID-ESOP 2005 Scheme.
 
 During the year 2010-2011, the outstanding 66,300 Options got lapsed.
 
 In terms of the resolution passed by the Company at the AGM dated July
 21, 2010 the shareholders approved the scheme formulated under
 ORCHID-ESOP 2010 for allotting 10,00,000 options. Accordingly
 9,01,000 options were given to eligible Employees, including the
 Executive Director except the Promoter Director by the Compensation
 committee of the Board of Directors at a meeting held on October 28,
 2010. Each option is convertible into one equity share of Rs 10/- each
 at a price of Rs 329.55 per share, being the closing share price of
 Orchid in the National Stock Exchange on October 27, 2010, the day
 prior to the date of the meeting. 8,98,000 Options were outstanding as
 at March 31, 2011 under ORCHID-ESOP 2010 Scheme.
 
 No entries were passed in the books as the options were given at the
 market prices prevailing on the date of issuance of options.
 
 10 During the 4th quarter of the FY 2009-10, Orchid completed the
 transaction for sale and transfer of its generic injectable finished
 dosage form pharmaceuticals business to Hospira. The sale and transfer
 transaction included Orchid''s betalactam antibiotics injectables
 manufacturing complex and formulations R&D facility at Irungattukottai,
 Chennai as well as its generic injectable product portfolio and
 pipeline. The human resource base related to the transferred business
 also moved to the new entity.
 
 11 a) Current tax includes Rs 122.70 lakhs (previous year Rs Nil)
 relating to prior years.  b) Deferred Tax liability represents the
 following
 
 Provision for Deferred tax for the year Rs (925.38) lakhs (Previous
 year Rs 7431.74 lakhs)
 
 12 Segmental Reporting
 
 The Company was disclosing segment information classifying the business
 as Bulk drugs and Formulations till the financial year 2004- 05.
 However in view of integration of bulk actives and formulations
 business, with the commissioning of Generics formulation facilities
 from the financial year 2005-06, the Company considers the business as
 one interrelated and integrated business of Pharmaceutical products
 and hence no separate segmental reporting is provided.
 
 13 Disclosure as required by Accounting Standard 15 (Revised) on
 Employee Benefits A Defined Contribution Plan
 
 i) The Company contributes 12% of the salary for all eligible employees
 towards provident fund managed by the Central Government.
 
 ii) The Company also contributes 15% of salary, subject to a maximum of
 Rs 1,00,000, for all eligible employees in managerial cadre towards
 Superannuation Funds managed by Life Insurance Corporation of India
 
 14 The bad and doubtful debts include value of debts amounting to Nil
 (Previous year Rs 1,615.11 lakhs) written off against the provision
 already made in earlier years.
 
 15 The Government of India, Ministry of Corporate Affairs has issued a
 notification under section 211(4) of the Companies Act, 1956 dated
 February 8, 2011 exempting the disclosure of the quantitative details
 in compliance of Paras 3(i)(a), 3(ii)(a), 3(ii)(b), and 3(ii)(d) of
 Part II of Schedule VI of the Companies Act, 1956.
 
 16 Previous year''s figures have been re-grouped wherever necessary to
 conform to current year''s classification.
Source : Dion Global Solutions Limited
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