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.
|