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Explore Pfizer connections « Nov 09
Notes to Accounts Year End : Mar '11
Rs. in Lakhs      Rs. in Lakhs
                                      31 Mar 2011       30 Nov 2009
 2 Contingent Liability
 
 (a) In respect of the guarantees
 given to banks on behalf of :
 
 (i) Other guarantees                      403.20            114.27
 
 (b) In respect of :
 
 (i) Excise duty                          1033.40            409.55
 
 (ii) Customs duty                          59.45             41.50
 
 (iii) Sales tax                          1192.39            638.97
 
 (iv) Service tax                          193.11            193.11
 
 (v) Income tax                          31529.64           8085.87
 
 (vi) Pending labour matters 
 contested in various courts               109.66            109.66
 
 (vii) Claims against the Company 
 not acknowledged as debts                 Amount            Amount
                                  Unascertainable   Unascertainable
 
 (c) DPEA claims (Refer Note 7)
 
 5 (c) Licensed and Installed Capacities
 
 Notes:
 
 A.  In terms of Press Note No. 4 (1994 series) dated 25 October, 1994
 issued by the Department of Industrial Development, Ministry of
 Industry, Government of India and Notification No. S.O. 137(E) dated 1
 March 1999 issued by the Department of Industrial Policy and Promotion,
 Ministry of Industry, Government of India, industrial licensing has
 been abolished in respect of bulk drugs and formulations.
 
 B.  The installed capacity is as certified by the Management and not
 verified by the Auditors, this being a technical matter.
 
 6 (a) Managerial remuneration under Section 198 of the Companies Act,
 1956
 
 1.  Excludes gratuity and leave encashment benefits as the same are
 based on actuarial valuation.
 
 2.  Excludes ESOPs outstanding: 9183 (Nov 2009: Nil) & RSUs
 outstanding:1836 (Nov 2009: 3202) amounting to Rs. 13.47 lakhs (Nov
 2009: Rs. 4.53 lakhs). (Refer Note 22 of Schedule 19, Notes to
 Accounts.)
 
 6 (b) Computation of net profits for commission payable to the
 Directors u/s 349 of the Companies Act, 1956
 
 The Company depreciates its fixed assets based on estimated useful
 lives which are lower or equal to the implicit estimated useful lives
 prescribed by Schedule XIV of the Companies Act 1956. Thus, the
 depreciation charged in the books is higher than that prescribed as the
 minimum by the Companies Act 1956. Hence, this higher value has been
 considered as a deduction for the computation of managerial
 remuneration above.
 
 7 Drugs Prices Equalisation Account (DPEA)
 
 (a) Oxytetracycline and Other Formulations
 
 In respect of certain price fixation Orders of 1981 of the Government
 of India, the Supreme Court vide its Order of 22 March 1993 held that,
 pending disposal of the Companys Writ Petition in the High Court of
 Mumbai, the Company may deposit 50% of the impugned amount of 787.61
 lakhs, less 719.90 lakhs already deposited, with the Union of India
 before 15 May 1993 which has been done. In the event that the Company
 succeeds before the High Court of Mumbai, this amount will be returned
 within one month from the date of the decision of the High Court with
 interest at the rate of 15% per annum. However, if the Company loses
 the Writ Petition, the balance amount of 743.80 lakhs with interest at
 the rate of 15% per annum will have to be paid to the Government.
 
 (b) Multivitamin Formulations
 
 In respect of a certain price fixation Orders of 1986 of the Government
 of India, the Supreme Court vide its Order dated 3 December 1992, held
 that, pending disposal of the Companys Writ Petition in the High Court
 of Mumbai, the Company may deposit 50% of the impugned amount of 798.00
 lakhs with the Union of India before 31 January 1993 which has been
 done. In the event that the Company succeeds before the High Court of
 Mumbai, this amount will be returned within one month from the date of
 the decision of the High Court with interest at the rate of 15% per
 annum.  However, if the Company loses the Writ Petition, the balance
 amount of 749.00 lakhs with interest at the rate of 15% per annum will
 have to be paid to the Government.
 
 (c) Protinex
 
 In yet another case, the Company had challenged in 1986 a price
 fixation Order of the Government of India by a Writ Petition before the
 High Court of Mumbai. The Honorable Court passed an ad interim and
 interim order staying the impugned order. The Petition, while it was
 still pending for hearing and final disposal, was withdrawn in 1989 on
 redressal of the Companys grievances. After protracted correspondence
 on the subject, in 1993 the Government raised a demand of Rs. 81.83
 lakhs on the Company for the period April 1986 to July 1989 and
 directed the Company to deposit the same into the DPEA. Thereafter, the
 Drug Prices Liability Review (DPLR) Committee sent a letter dated 15
 February 1996 seeking the Companys submission/ representation against
 the reduced claim amount of 733.87 lakhs for the period April 1986 to
 August 1987 as intimated to the DPLR Committee by the Government of
 India. The Company has made its submissions to the DPLR Committee vide
 its letter of 29 March 1996 claiming that no amount whatsoever is due
 and payable having regard to the facts and relevant material of the
 case.
 
 In the meantime, the Department of Chemicals and Petrochemicals vide
 their letter dated 11 February 1997 raised an additional demand of
 7178.56 lakhs for the earlier period of February 1984 to March 1986
 over and above the revised claim of 733.87 lakhs for the period April
 1986 to August 1987. Thus, the total demand raised now stands revised
 to 7212.43 lakhs. The DPLR Committee had, vide its letter dated 24
 February 1997 invited the Company to make its submissions/
 representations against the above said claim. The Company has made its
 submissions to the DPLR Committee vide its letter dated 14 May 1997
 claiming that no amount whatsoever is due and payable having regard to
 the facts and relevant material of the case.
 
 Pursuant to the submissions made by the Company, the DPLR Committee
 directed by an Order on 17 November 1998 that clarifications should be
 obtained from the Mumbai High Court on whether the Interim Stay granted
 in the Civil Writ Petition Number 2368 of 1996 is applicable to this
 matter. (This Writ Petition is filed by OPPI and IDMA jointly against
 any Notice issued by the Government of India after 25 August 1987 to
 any member of the OPPI or IDMA, initiating proceedings for recovery of
 an amount demanded in respect of a period prior to that date).
 
 On a Notice of Motion filed by the Company in the said Writ Petition,
 the Mumbai High Court has granted ad interim Order that pending the
 hearing and final disposal of this Notice of Motion, further
 proceedings in the said Case No 49/ 1996 pending before the said Drug
 Prices Liability Review Committee be stayed.
 
 (d) Vitamin and Other Formulations
 
 The Government has arbitrarily determined the liability of the Company
 at 71466 lakhs being the difference in price in respect of Vitamin and
 other formulations sold by the Company during the years 1983 to 1989.
 The Company has repudiated the liability on this account. The Companys
 Solicitors have advised that the repudiation by the Company is legally
 sustainable. The Government has pursued the matter. The Company
 maintains its position that the claim by the Government is not legally
 sustainable.
 
 (e) Chloramphenicol
 
 The Government has arbitrarily determined the liability of the Company
 at 7145 lakhs and 714 lakhs being the difference between the price of
 bulk drug Chloramphenicol powder and Chloramphenicol Palmitate
 respectively allowed in the formulation price and actual procurement
 price for the period 1979 to 1988. The Company has repudiated the
 liability on this account as advised by the Companys Solicitors. The
 Company has also obtained a Stay order from the Honorable High Court of
 Mumbai against the demand.
 
 Pursuant to the submissions made by the Company, the DPLR Committee
 directed by an Order on 17 November 1998 that clarifications should be
 obtained from the Mumbai High Court on whether the Interim Stay granted
 in the Civil Writ Petition Number 2368 of 1996 is applicable to this
 matter. (This Writ Petition is filed by OPPI and IDMA jointly against
 any Notice issued by the Government of India after 25 August 1987 to
 any member of the OPPI or IDMA, initiating proceedings for recovery of
 an amount demanded in respect of a period prior to that date).
 
 On a Notice of Motion filed by the Company in the said Writ Petition,
 the Mumbai High Court has granted ad interim Order that pending the
 hearing and final disposal of this Notice of Motion, further
 proceedings in the said Case No 23/ 95 pending before the said Drug
 Prices Liability Review Committee be stayed.
 
 (f) Pursuant to the repeal of DPCO 1970, erstwhile Warner-Hindustan
 Limited (merged with Parke-Davis (India) Limited in 1988 and Parke –
 Davis (India) Limited merged with Pfizer Limited in 2003) had
 classified ISOKIN TABLETS, ISOKIN LIQUID AND PYRIDIUM TABLETS as
 decontrolled products under the DPCO 1979. The categorization was,
 however, challenged by the Government in 1984 and a demand of Rs. 113
 lakhs was raised against the Company. Against this demand an excise
 duty set off of Rs. 7 lakhs was allowed to the Company and a final
 demand of Rs. 106 lakhs was raised in 1987.
 
 The Company had deposited an amount of Rs. 30 lakhs in February 1987
 and Rs. 25 lakhs in May 1990 totaling to an aggregate of Rs. 55 lakhs
 in full and final settlement of the demand, as per the arguments set
 forth by the Company. The Government subsequently raised a demand of
 Rs. 117 lakhs towards interest on principal demand. (i.e. interest of
 Rs. 43 lakhs for Pyridium for the period 1982 to August 1995 and Rs. 74
 lakhs for Isokin for the period 1982 to June 1997).
 
 The Company filed a Writ Petition in the Andhra Pradesh High Court in
 September 1997 for staying all further proceedings against the Company.
 The High Court stayed the demand in respect of collection of interest
 but directed the Company to deposit the balance demand of Rs. 51 lakhs
 (which amount was deposited in November 1997).
 
 The said Writ Petition has been heard and disposed of by final judgment
 of the Honble Hyderabad High Court, on 15 April, 2011. The Honble
 High Court has inter alia set aside all the demand notices and further
 directed the Respondents to refund the monies paid under the interim
 orders. The Company is awaiting a certified copy of the said judgement.
 
 (g) Multivitamin Formulations:
 
 The Government has arbitrarily raised a demand of Rs. 182.38 lakhs on
 account of alleged overpricing of certain multivitamin formulations
 marketed by erstwhile Pharmacia Healthcare Limited (merged with Pfizer
 Limited) for the period 1983 to 1986. The Company has repudiated the
 liability on this account as advised by its solicitors. The Company
 filed a Writ Petition No.814 of 1992 in the High Court at Mumbai. The
 Supreme Court of India, in a Special Leave Petition filed by the
 Company held that pending disposal of Writ Petition filed before the
 High Court at Mumbai, the Company shall furnish an undertaking in
 respect of 50% of its liability and shall deposit the balance 50%
 aggregating to Rs. 91.19 lakhs.  This amount has been deposited with
 the Government of India and is included under the head Loans and
 Advances.
 
 Pursuant to a Transfer Petition (Civil) no 475-496 of 2003 filed under
 Article 139A(1) of the Constitution of India, all pending writ
 petitions in respect of DPEA liabilities are now to be transferred to
 the Supreme Court to be heard and finally decided by the Supreme Court
 of India. Consequently as a result of the said transfer petition, Writ
 Petitions referred to in (a), (b), (c), (e), (f) and (g) above will now
 be heard and disposed off by the Supreme Court.
 
 The Supreme Court however, by order dated 3 May, 2010 disposed of the
 Transfer Petition, directing that the concerned High Courts to take up
 the writ petitions before them and dispose them on merits.
 
 In view of matters (a), (b), (c), (e), (f) and (g) being subjudice, the
 legal opinion being in favor of the Company, and based on the
 assessment of the Management, no further provision is considered
 necessary over and above the sum of Rs.198.37 lakhs which has been paid
 off in earlier years.
 
 The Company would continue to seek legal recourse in all the above
 matters.
 
 10 Disclosure for operating leases under Accounting Standard 19 –
 Leases
 
 (a) Where the Company is a Lessee:
 
 (i) The Company has taken various residential/godowns/office premises
 (including furniture and fittings, therein as applicable) under
 operating lease or leave and licence agreements. These are generally
 not non-cancellable and range between 11 months and 3 years under leave
 and licence, or longer for other leases and in certain cases are
 renewable by mutual consent on mutually agreeable terms. The Company
 has given refundable interest free security deposits in accordance with
 the agreed terms.
 
 11 Assets held for disposal
 
 The Company has identified the assets being guest house colony situated
 at Bharuch, Gujarat as retired from active use consequent to its
 ceasing manufacturing operations at Ankleshwar Gujarat. These assets
 are held for disposal and stated at lower of net book value and
 estimated net realizable value as reported under ‘Other current assets
 (Schedule 9).
 
 12 Stock of Physicians samples is included under ‘Loans and advances
 (Schedule 10) Rs. 291.97 lakhs (Nov 2009 - 7210.86 lakhs).
 
 14 Disclosures as required by the Accounting Standard 18 on Related
 Party Disclosures are given below: I Names of Related Parties and
 description of Relationships 
 
 A  Parties where control exists:
 
 Ultimate holding company           Pfizer Inc., USA
 
 Companies collectively             Pfizer Corporation, Panama
 
 exercising significant influence   Warner-Lambert Company, LLC, USA
 
                                    Parke-Davis & Company, LLC, USA 
 
                                    Pharmacia Corporation, USA 
 
                                    Pfizer Investments 
                                    Netherlands, B. V. 
 
                                    [Collectively holding 70.75%
                                    of the aggregate of equity share
                                    capital of the Company]
 
 Fellow Subsidiaries: (with whom transactions have taken place during
 the period/year)
 
 Pfizer Asia Manufacturing Pte Limited, Singapore
 
 Pfizer Corporation Hong Kong Limited, Hong Kong
 
 Pfizer Enterprises SARL, Luxembourg
 
 Pfizer Export Co., Ireland
 
 Pfizer Global Trading, Ireland
 
 Pfizer Limited, United Kingdom
 
 Pfizer Overseas LLC, USA
 
 Pfizer Pharmaceutical India Private Limited., India
 
 Pfizer Singapore Trading Pte Limited, Singapore
 
 Pfizer Limited, Philippines
 
 Pfizer Private Limited., Singapore
 
 Pfizer Products India Private Limited, India
 
 Pfizer International LLC, USA
 
 Pfizer Products Inc, USA
 
 Pfizer Australia Pty Limited, Australia
 
 Pfizer Laboratories (Pty) Limited, South Africa
 
 Pfizer Animal Health India Limited, India
 
 AHP Manufacturing B.V., India
 
 Wyeth Limited, India
 
 B Executive Committee Members
 
 Mr. Kewal Handa * Dr. B.M. Gagrat * Ms. Hiroo Mirchandani
 
 Mr. Pradeep Patni (w.e.f. 01/02/2010)
 
 Mr. Suresh Subramanian (w.e.f. 18/03/2010)
 
 Mr. Anjan Sen (resigned w.e.f. 01/09/2010)
 
 Dr. Chandrashekhar Potkar
 
 Ms. Dipali Talwar (resigned w.e.f. 16/05/2010)
 
 Mr. Partha Ghosh
 
 Mr. Samir Kazi (w.e.f. 01/06/2010)
 
 Mr. S. Madhok
 
 Mr. Shiva Nair (w.e.f. 01/04/2010)
 
 Mr. S. Sridhar
 
 Mr. S. Venkatesh
 
 Mr. Uday Mohan (upto 17/10/2010)
 
 Mr. Vivek Dhariwal (w.e.f. 01/03/2011)
 
 Dr. Yash Goyal
 
 * Executive Directors on the Board
 
 III Others
 
 Under the terms of the agreement between Pfizer Inc. (Ultimate Holding
 Company) and the Company for conducting clinical trials and studies in
 India, Pfizer Inc., has agreed to indemnify, defend and hold the
 Company and its directors, employees and agents harmless against any
 and all liability, loss or damage they may suffer as a result of any
 claims, demands, costs, penalties, fines or judgements incurred or
 imposed against it arising out of any clinical trial and study or
 otherwise pursuant to the agreement.
 
 15 Disclosures as required by the Accounting Standard 17 on Segment
 Reporting are given below: Business Segments (Refer Note 1 below)
 
 Notes:
 
 1 Business Segments: The business operations of the Company comprise
 Pharmaceuticals, Animal Health and Services.  The business segments
 have been identified and reported taking into account, the nature of
 products and services, the differing risks and returns and the internal
 financial reporting systems.
 
 The Pharmaceuticals business comprises of manufacturing of bulk drugs
 and formulations, trading of formulations and also includes rendering
 of marketing services.
 
 The Animal Health business has a presence primarily in the large animal
 health and poultry market segments and also includes rendering of
 marketing services.
 
 Services - Clinical Development Operations primarily include conducting
 clinical trials, new product development and undertaking comprehensive
 data management for new drug development.
 
 2 Geographical Segments: For the purpose of geographical segments the
 consolidated sales are divided into two segments - India and other
 countries.
 
 3. The accounting policies of the segment are the same as those
 described in the summary of significant accounting policies as referred
 to in Schedule 18 to the Financial statements.
 
 16 Disclosure relating to provisions
 
 Personnel related provisions
 
 Personnel related provision at the beginning of the year have been
 settled based on completion of negotiations and execution of the new
 contract.
 
 The Company has made provision for pending assessments in respect of
 duties and other levies, the outflow of which would depend on the
 outcome of the respective events.
 
 17 The Companys international transactions with related parties are at
 arms length as per the independent accountants report for the year
 ended 31 March 2010. Management believes that the Companys
 international transactions with related parties post 31 March 2010
 continue to be at arms length and that the transfer pricing
 legislation will not have any impact on these financial statements.
 
 18 The Company does not enter into any forward contract which is
 intended for trading or speculative purposes.
 
 Defined Contribution Plan:
 
 During the period, the Company has contributed Rs. 27.80 lakhs (Nov
 2009 - Rs. 22.77 lakhs) towards Employees Superannuation Fund.
 
 General description of significant defined benefit plans 
 
 i) Gratuity plan
 
 Gratuity is payable to all eligible employees of the Company on
 superannuation, death and permanent disablement, as per Companys rules
 or as per provisions of the Payment of Gratuity Act, 1972.
 
 ii) Leave plan
 
 All eligible employees can carry forward and avail / encash leave on
 resignation, superannuation, death or permanent disablement subject to
 a maximum accumulation of 180 / 170 /90 days in case of privileged
 leave & 75 / 70 days in case of sick leave as per Companys rules.
 
 iii) Provident Fund
 
 The employees Provident fund is administered by a Trust created
 specifically for the purpose. The employees and employers
 
 contributions are transferred to the Trust. All liabilities arising on
 account of provident fund payouts on resignation or retirement from 
 service or death while in service are made from the Trust.
 
 20 The Scheme of Amalgamation (‘the Scheme) of Duchem Laboratories
 Limited (the unlisted wholly-owned subsidiary) (herein after referred
 to as Duchem) with the Company was sanctioned by the Honorable High
 Court at Mumbai by its Order passed on 26 February, 2010 and filed with
 the Registrar of Companies on 15 March, 2010. In accordance with the
 scheme all the assets,liabilities, duties and obligations of Duchem
 were transferred to and vested in the Company with effect from 1
 December, 2008
 
 (The Appointed Date). The Scheme has accordingly been given effect to
 in these financial statements which include the assets and liabilities
 of Duchem with effect from 1 December, 2008 and the results for the
 year ended 30 November, 2009. Pending completion of relevant
 formalities of transfer of assets, liabilities and arrangements
 acquired pursuant to the Scheme mentioned above, such assets,
 liabilities and arrangements remain in the name of erstwhile Duchem.
 
 Erstwhile Duchem is engaged in the business of trading of
 pharmaceutical products. The primary segments for classification of
 business activities are the pharmaceuticals and animal health segments.
 
 The amalgamation has been accounted for under the pooling of
 interests method as prescribed by Accounting Standard 14 (AS 14)
 Accounting for Amalgamations. Accordingly, the assets, liabilities
 and other reserves of the erstwhile Duchem as at 1 December, 2008 have
 been taken over at their book values.
 
 In terms of the above mentioned Scheme, book values of assets and
 liabilities are required to be adopted as at 1 December, 2008.
 
 As per the Scheme of Amalgamation no consideration was paid to Duchem
 or its shareholders and the investment to the extent of entire 100%
 equity shareholding held by the Company and its nominees in Duchem
 stood cancelled.
 
 In accordance with the Scheme of Amalgamation, the aggregate of the net
 assets of Duchem over the carrying value of investments in the Company
 shall be credited / debited to the Capital Reserve and balance of
 investments after adjustments with Capital Reserve, if any, against
 General Reserve / Profit and Loss account in the books of the Company.
 The balance in the Capital Reserve account if any shall be added to the
 General Reserve / Profit and Loss account in the books of the Company
 
 Pursuant to the scheme of amalgamation approved as above, the debit
 balance in the Profit and Loss account of erstwhile Duchem aggregating
 Rs.171.24 lakhs as at 1 December, 2008 has been taken over.
 
 Further, the provision for diminution other than temporary, in the
 value of investments aggregating Rs. 324 lakhs created by the Company
 in the earlier years is reversed and passed through General Reserves
 during the year ended 30 November, 2009.
 
 21 The Board of Directors at its meeting held on 25 February, 2010 had
 approved the audited financial results of Pfizer Limited and the
 audited consolidated results including that of the unlisted
 wholly-owned subsidiary Duchem Laboratories Limited for the year ended
 30 November, 2009. However, for reasons mentioned in Note 20 above, and
 in order to give effect to the Honorable Bombay High Courts Order
 dated 26 February, 2010, the Board of Directors at its meeting held on
 19 March, 2010 have taken on record the audited financial results of
 the Company including the figures of erstwhile Duchem for the year
 ended 30 November, 2009.
 
 22 The employees of the Company have been issued 50490 (Nov 2009: Nil)
 Share Options and 10149 (Nov 2009: 13966) restricted stock units under
 the Pfizer Inc 2004 Share Option Plan by Pfizer Inc. The cost incurred
 by Pfizer Inc pursuant to the said Pfizer Inc 2004 Share Option Plan
 for the 16 months ended 31 March, 2011 amounts to Rs. 47.87 lakhs ( Nov
 2009: Rs.19.75 lakhs).  These amounts have not been charged to the
 Company by Pfizer Inc.
 
 23 (a) Charges towards provision of back office support to fellow
 subsidiaries, which were netted off against personnel cost amounting to
 Rs. 532.01 Lakhs for the year ended 30 November, 2009 have now been
 regrouped to Service Income.  Consequential adjustments have been made
 to the segment disclosures.
 
 (b) Rs. 817.31 lakhs has been regrouped from advances recoverable in
 cash or kind to balance with Customs, Port Trust and Excise on current
 accounts for the year ended 30 November, 2009.
 
 (c) Rs. 730.02 lakhs has been regrouped from Miscellaneous expenses to
 Travelling expenses for the year ended 30 November, 2009.
 
 24 The previous years figures relate to twelve months ended 30
 November, 2009 while the current periods figures are sixteen months
 period ended 31 March 2011. Accordingly, the current periods figures
 are not comparable to those of the previous year.
 
Source : Dion Global Solutions Limited
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