A. Nature of Operations
Panacea Biotec Limited is one of the India''s leading research based
health management companies engaged in the business of research,
development, manufacture and marketing of branded Pharmaceutical
Formulations and Vaccines. The Company has products for various
segments, which include pain management, diabetes management,organ
transplantation and pediatric vaccines.
1. Contingent Liabilities (to the extent not provided for)
(Rs.in million)
S.No. Particulars As at As at
March 31,2011 March 31,2010
I. Disputed demands/ show-cause
notices under:-
a) IncomeTaxcases 1.8 0.8
b) Customs Duty cases 4.0 4.0
c) Central Excise Duty cases 6.6 6.6
d) Service Tax 8.3 2.7
Total 20.7 14.1
II. Uncalled liability on partly paid shares of NewRise Healthcare
Private Limited 42.3 115.6 (Formerly known as Umkal Medical Institute
Pvt.Ltd.) (Refer Schedule VI - Investments)
III. Demand from Maharashtra State Electricity Distribution Company
Limited (Refer note (e) below) I 8.1 8.1
IV. Labour cases (in view of large number of cases, it is
impracticable to disclose each of them) 1.2 2.0
V. Premium on Redemption of''USS 50 Million Zero Coupon Convertible
Bonds due 2011''(Refer - 565.0 note 3 below)
Notes:
a) In respect of Income Tax demand, the Assessing Officer disallowed
certain expenses in respect of A. Y. 2007-08 and A.Y. 2008-09 which
were computed in accordance with the provisions of IncomeTax Act, 1961.
The matter is pending with Hon''ble IncomeTax Appellate Tribunal.The
Company believes that it has merit in its case, hence no provision is
required.
b) In respect of Custom Duty demand, the Assessing Officer levied
Custom Duty on certain exempted items imported by the company. The
Company has deposited the entire amount of demand under protest and the
matter is pending before Hon''ble Customs, Excise and Service Tax
Appellate Tribunal. The Company believes that it has merit in its case,
hence no provision is required.
c) In respect of Central Excise Duty demand, the Assessing Officer
levied Excise Duty on common inputs used in manufacture of exempted and
taxable products.The Company has deposited the entire amount of demand
under protest and the matter is pending before Hon''ble Customs, Excise
and Service Tax Appellate Tribunal.The Company believes that it has
merit in its case, hence no provision is required.
d) In respect of service tax demand, the Assessing Officer levied
Service Tax on foreign services rendered & delivered outside India by
the Company & certain other services on which there was no liability to
pay Service Tax.The Company believes that it has merit in its case,
hence no provision is required.
e) Maharashtra State Electricity Distribution Company Ltd. served a
demand notice to the company on account of wrong tariff rates for the
activities at R&D Center, Navi Mumbai.The Company has taken legal
opinion which is in favour of the Company & hence no provision is
considered necessary in this regard.
f) Liability on account of guarantees given to Government authorities
for various purposes is considered remote. Hence,those have not been
disclosed.
3. Foreign Currency Convertible Bonds
US$ 50 Million Zero Coupon Convertible Bonds due 2011 amounting to
US$ 36.8 million were pending for redemption or conversion (at the
option of bondholders) as on March 31, 2010. Since these bonds were
not converted, repurchased or cancelled during the current year, the
Company has redeemed these bonds at a price equal to 142.80% of the
outstanding principal amount on the maturity date i.e. February
14,2011.The premium on redemption of these bonds amounting to Rs.713.0
million and withholding tax thereon amounting to Rs.84.2 million have
been adjusted against the Securities Premium Account.
The conversion price of''US$ 50 Million Zero Coupon Convertible Bonds
due 2011'' (FCCBs) was pre-determined at Rs.357.57 per Share.This rate
was used to determine dilutive Equity Shares of the previous financial
year.
b) Computation of net profit in accordance with Section 198 read with
section 349 of the Companies Act, 1956 (the Act) and maximum amount
permissible for managerial remuneration.
2. Related Party Disclosures
A. Names of Related Parties
Names of related parties where control exists irrespective of whether
transactions have occurred or not
(a) JointVentures - Chiron Panacea Vaccines Private Limited
- Cambridge Biostability Limited
(b) Subsidiaries - Best On Health Limited (BOH) (Wholly-owned
subsidiary (WOS))
- RadicuraS Co.Limited (Indirect WOS through BOH),
- Panacea Hospitality Services Pvt. Ltd. (Indirect WOS through BOH)
- Panacea Educational Institute Pvt. Ltd. (Indirect WOS through BOH)
- Sunanda Steel Company Ltd. (Indirect WOS through BOH)
- Nirmala Organic Farms & Resorts Pvt. Ltd (Indirect WOS through BOH)
w.e.f. February 23,2011
- Best On Health Foods Limited (Indirect WOS through BOH) w.e.f.
December 6,2010
- Rees Investments Ltd. (Rees) (Guernsey):WOS
- Kelisia Holdings Ltd. (Cyprus): Indirect WOS through Rees
- Kelisia Investment Holding AG (KIH) (Switzerland): Indirect WOS
through Kelisia Holdings Ltd.
- Panacea Biotec (International) SA (PBS) (Switzerland) (Indirect WOS
through KIH)
- Panacea Biotec GmbH (Germany) (Indirect WOS through PBS)
- Panacea Biotec (Europe) AG, (Switzerland): Indirect WOS through PBS
- Panacea Biotec FZE, (UAE): WOS
- Panacea Biotec Germany GmbH (Germany) (Indirect WOS through PBS)
w.e.f. August 12, 2010
- Panacea Biotec Inc.(USA):WOS
- NewRise Healthcare Private Limited (Formerly known as Umkal Medical
Institute Pvt. Ltd.): Subsidiary
(c) Associates - PanEra Biotec Private Limited
- Lakshmi & Manager Holdings Ltd. (LMH)
- Best General Insurance Company Ltd. (Indirect Associate (subsidiary
of LMH))
(d) Key Management -
Mr. Soshil Kumar Jain - Chairman and Whole-time Director
Personnel - Mr.Ravinder Jain - Managing Director
- Dr. Rajesh Jain - Joint Managing Director
- Mr.SandeepJain - Joint Managing Director
- Mr.SumitJain - Whole-time Director
(f) Relatives of Key Management personnel having transactions with the
Company:
Mr. Ashwani Jain, Son-in-law of Mr. Soshil Kumar Jain
Mr. Shagun Jain, Son-in-law of Mr. Ravinder Jain
Mrs. Radhika Jain, Daughter of Mr. Ravinder Jain
Mrs. Shilpy Jain, Wife of Mr. Sumit Jain
Mr. Ankesh Jain, Son of Dr. Rajesh Jain
(g) Enterprises over which person(s) having control or significant
influence over the Company / Key management personnel(s),along with
their relatives, are able to exercise significant influence:
i) Neophar Alipro Ltd.;
ii) All India S. L.Jain Charitable Foundation;
iii) First Lucre Partnership Co.*;
iv) Second Lucre Partnership Co.*;
v) Radhika Associates;
vi) Sumit Nipun& Co.;
vii) Rattan Sons;
viii)Tahir&Co.;
ix) Best On Health Foods Ltd.;
x) Soshil Kumar Jain (HUF)*;
xi) Ravinder Jain (HUF)*;
xii) Rajesh Jain (HUF)*;
xiii) SandeepJain (HUF)*.
*These enterprises are also holding Shares in the Company.
3. Segment Information
Business Segments:
Panacea Biotec Limited is one of the India''s leading research based
companies engaged in the business of research, development, manufacture
and marketing of Vaccines and Branded Pharmaceutical Formulations.The
Company has products for various segments, which include pediatric
vaccines, pain management,diabetes management and organ
transplantation.
4. Leases
i. For assets given under Operating Lease agreements:
a) The Company has leased out the assets situated at Lalru, Punjab on
operating lease to its Associate, PanEra Biotec Private Limited.
ii. For assets taken on Lease
a) The Company has taken various residential, office and godown
premises under operating lease agreements.These are generally not
non-cancelable and are renewable by mutual consent on mutually agreed
terms.There is no sublease payments expected to be received under
non-cancellable subleases at the balance sheet date and no restrictions
is imposed by lease arrangements.
b) Lease payments for the year are Rs. 72.4 million (Previous year Rs.
70.3 million).
d) The Company has purchased software licenses on finance lease.The
lease term is for 3 years after which the legal title is passed on to
the lessee.There is no escalation clause in the lease agreement.There
are no restrictions imposed by lease arrangements.
d) During the financial year 2009-10, Company''s erstwhile Joint Venture
Cambridge Biostability Limited (CBL) had initiated steps to place it
into creditors''voluntary liquidation. Due to the financial position of
erstwhile Joint Venture company, the Company has considered its
investment and loan given to it doubtful for recovery. Accordingly
provision created in earlier years for the said amount is continued in
the current year.
5. Additional information as required under Para 3 & 4 of Part II of
Schedule VI of the Companies Act, 1956.
A. Particulars of Licensed Capacity, Installed Capacity & Production
a) Licensed Capacity per annum
Recombinant Bulk Vaccines - 18 million doses Others - Not Applicable
6. The Company has a defined benefit gratuity plan. Every employee who
has completed five years or more of service gets a gratuity on
departure at 15 days salary (last drawn salary) for each completed year
of service subject to maximum of Rs.1 million (except in case of
Managing/ Joint Managing/Whole time Directors).The scheme is funded
with an insurance company in the form of a qualifying insurance policy.
The following tables summarize the components of net benefit expense
recognized in the Profit & Loss Account and the funded status and
amounts recognized in the Balance Sheet for the respective plans.
7. The Company has incurred expenditure on Pre-Clinical Development
studies amounting to Rs.67.2 million during the year (Previous year Rs.
32.1 million). This expenditure relates to studies carried out by
Clinical Research Organization (CRO) towards obtaining registration of
Company''s products outside India primarily in US or Europe. The
expenditure incurred has been capitalized and carried in Capital Work
in Progress. Management believes that it is in the nature of
development expenditure and meets the capitalization criteria set out
in Accounting Standard 26 on Intangible Assets notified by the
Companies Accounting Standard Rules, 2006 due to the following reasons:
The expenditure is not towards basic research and therefore no new
chemical entity comes into being. This expenditure relates to the
developmental work performed through external agencies (CROs). Safety
profile of the basic molecule is well established in several countries
in Europe and in India and the products are being marketed successfully
in several countries under different brand names.
There is no experience to suggest that the studies conducted by CROs on
behalf of the Company would lead to or make it difficult for the
Company to obtain regulatory approvals in US and/or Europe.
The management believes that these products would be commercially
viable and there is no reason to believe that there is any uncertainty
that may lead to not securing registration for the products from
regulatory authorities outside India primarily in US or Europe.
8. In accordance with Accounting Standard 9 on ''Revenue Recognition''
notified by the Companies Accounting Standard Rules, 2006, Excise Duty
on turnover amounting to Rs.3.6 million (Previous year Rs.8.0 million)
has been reduced from turnover in Profit & Loss Account.
9. The Company had exercised the option as per the Companies
(Accounting Standard) Amendment Rules, 2009 in the financial year
2008-09. As per the option, exchange differences related to long term
foreign currency monetary items so far as they relate to the
acquisition of depreciable capital assets are capitalized and
depreciated the same over the useful life of the assets. In other
cases, have transferred to Foreign Currency Monetary Item Translation
Difference Account and amortized over the balance period of such long
term assets/liabilities but not beyond accounting period ending on or
before 31st March 2011.The unamortized balance in this account is Nil
(Previous year Rs. 16.8 million (liability)).
10.The Company has appointed independent consultants for conducting a
Transfer Pricing study to determine whether the transactions with
associated enterprises were undertaken at Arm''s length basis The
management confirms that all international transactions with associated
enterprises are undertaken at negotiated contracted prices on usual
commercial terms. Further there has been no change in the terms of such
international transactions till March 31,2011.
11. In the financial year 2009-10, the Company had received a capital
subsidy of Rs.3.0 million under the Central Investment Subsidy Scheme,
2003 based on investment in plant & machinery as its manufacturing unit
at Baddi, in the state of Himachal Pradesh which is in the nature of
promoters'' contribution. As per the scheme, the Company has to maintain
such investment for a minimum period of five years. This has been
treated as capital reserve in books of account.
12. Owing to recoveries,during the financial year 2009-10, the Company
had written back the provision for bad and doubtful advances of Rs.
135.5 million created during earlier years on account of old
recoverable from PanEra Biotec Pvt. Ltd., an associate company.The same
had been shown as other income during the year 2009-10.
13. The President of India acting through Department of Biotechnology,
Ministry of Science & Technology, and Government of India under
Biotechnology Industrial Partnership Programme (BIPP) granted a loan
for conducting the research Sdevelopment activities amounting to Rs.100
million for H1N1 project. The first loan disbursement of Rs.30 million
was received in the financial year 2009-10 and second disbursement of
Rs.48.3 million has been received in the current financial year.
Repayment of the loan shall be in 10 equal half-yearly installments and
repayment would commence one year after the completion of the said
project.
14. During the current financial year, the Company has carried out buy
back of 5,592,000 equity shares of face value of Re. 1 each at an
average price of Rs. 196.39 per share,from the open markets through
Stock Exchanges. The Company has accordingly transferred Rs. 5.5
million to Capital Redemption Reserve from Securities Premium Account
and also utilized an amount of Rs. 1,092.8 million from Securities
Premium Account towards the premium paid on the buyback of equity
shares. Consequent to the buy back the proposed dividend and Dividend
Distribution Tax thereon pertaining to the financial year 2009-10
amounting to Rs. 1.1 million and Rs.0.2 million respectively have been
written back during the current financial year.
The shares so bought back have been considered to determine weighted
average number of equity shares for the purpose of computing basic &
diluted EPS.
15. During the year, the Company has initiated the process of
Liquidation of one of its wholly owned subsidiary viz. Panacea Biotec
Inc. (incorporated in the United States of America) as it is not
currently operational. Accordingly, provision of Rs.2.4 million for
permanent diminution in the value of Investments in Panacea Biotec Inc.
has been made during the year.
16. 0.0 under Rs. in million represents amount less than Rs. 50,000
and 0.0 under units represents units less than 50,000.
17. Previous year''s figures have been rearranged and reclassified
wherever necessary to make them comparable with the current year''s
figures. |