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. |