1. An erstwhile Contractor had made a claim before arbitration panel
for Rs.78.5 Million on Canere Actives and Fine Chemicals Private
Limited (Canere) prior to its amalgamation for unsettled dues for
erection and commissioning of a manufacturing facility during
the year 1999 -2000. Canere has filed a counter claim of Rs.
382.6 Million on the Contractor for submitting inflated bills
for work not done and for special and indirect damages caused due to
negligence of the Contractor. The Arbitration panel has awarded net
claim in favour of contractor resulting in total claim against Canere
amounting to Rs.30.0 Million (including interest). The Company has gone
into the appeal against said order in Civil Court. The Company has
provided for the said liability, anticipating the event of Civil Judge
upholding the orders passed by the Tribunal.
2. The Company had entered into Business Transfer Agreement (BTA) with
Abbott Healthcare Private Limited (Abbott), dated May 21, 2010 for sale
of its Domestic formulation business (Business) to Abbott on slump
sale basis for net cash consideration for Rupee equivalent of USD 3.8
Billion of which Rupee equivalent of USD 2.2 Billion is received and
balance Rupee equivalent of USD 1.6 Billion is receivable on deferred
payment basis equally over the next four years. The transaction was
concluded on September 07, 2010. The Company recognised a profit of
Rs.159,946.2 Million on account of sale of the Business.
3. a. During the year the Company has sold its 97.5% holding (3,859,200
Equity Shares) of Piramal Diagnostic Services P r iv ate L i m ited ( P
DSP L) to Super R el i g a re L im ited (SR L) for con s ider at ion of
R s. 3, 629.7 M i l l ion . T he con s ider at ion has been discharged
by cash of Rs.663.5 Million, Equity Shares of Super Religare Limited of
Rs.1,316.2 Million (5,069,902 Rs.10/- each at a premium of Rs.249.62/-)
and 16,500 10% cumulative redeemable non-convertible debentures of
Rs.100,000/- each valuing Rs.1,650.0 Million for its 97.5% share in
PDSPL. In addition SRL has assumed a liability of the Companys
outstanding loan of Rs.2,277.1 Million in PDSPL. The Company recognized
profit of Rs.2,783.0 Million on account of sale of the investment in
the subsidiary.
b. Pursuant to the terms of Shareholders Agreement dated July 13,
2010, entered between the Company and Super Religare Limited (SRL), and
pursuant to Promoters of SRL exercising their call option in accordance
with the said agreement, the Company has sold its entire shareholding
in SRL (as per Note 6(a) above), comprising 5,069,902 Equity Shares of
Rs.10/- each, for a total consideration of Rs. 1,376.4 Million. The
Company has recognized profit of Rs. 60.2 Million on account of sale
of the investment in SRL Equity Shares.
4. The Company decided to buyback upto 4,18,02,629 equity shares of the
face-value of Rs. 2/- each at a price of Rs.600/- per share aggregating
to Rs.25,081.6 Million from the shareholders of the Company through a
Tender Offer, in accordance with Section 77A of the Companies Act, 1956
and the Securities and Exchange Board of India (Buyback of Securities)
Regulations, 1998 as amended.
The Company has bought back 4,10,97,100 equity shares through Tender
Offer for an aggregate amount of Rs.24,658.3 Million, by utilizing
Share Premium Account and General Reserve to the extent of Rs.1,433.3
Million and Rs.23,142.8 Million respectively. Capital Redemption
Reserve has been created out of General Reserve for Rs.82.2 Million
being the nominal value of shares bought back in terms of Section 77AA
of the Companies Act, 1956.
In compliance with the Foreign Exchange Management Act, 1999,
extinguishment of 7,05,529 shares belonging to one overseas corporate
body have been kept in abeyance pending Reserve Bank of India (RBI)
approval. Consequently, on receipt of RBI approval the shares will be
bought back.
5. The Company held 7,500,000 equity shares as investment in
Biosyntech Inc., Canada valued at Rs.223.2 Million which has filed for
bankruptcy protection under the Bankruptcy and Insolvency Act, Canada.
Pending final liquidation order from the Court, the management is of
the opinion that there is permanent diminution in the value amounting
to Rs.223.2 Million and hence the same has been provided in the
financial statements.
6. The Board of Directors has approved to shift its manufacturing
operation of Vitamins and Fine Chemicals from its Thane Unit to Digwal
& Mahad unit. Consequently it has been decided to shut down Thane plant
effective September 30, 2010. The total closure cost of the plant
(including VRS) is Rs.407.0 Million which has been provided in the
financial statements.
7. As per Section 117C of the Companies Act, 1956 the Company has
created Debenture Redemption Reserve for Secured Redeemable Non
Convertible Debentures issued during the previous year and reversed
Debenture Redemption Reserve for Secured Redeemable Non Convertible
Debentures redeemed during the year.
8. The Current tax includes capital gain tax on sale of Domestic
Formulations Business and sale of Investment in PDSPL
of Rs. 36,699.9 Million.
9. (a) Major components of Deferred Tax Assets and Liabilities
arising are:
(b) The Company has utilised the MAT Credit Entitlement outstanding in
the books of Rs. 1,213.2 Million against the tax payable for the year
ended March 31, 2011 (Refer Schedule 11).
(c) Prior Period Tax of Rs. 95.2 Million is on account of MAT credit
adjusted.
10. Employee Benefits :
The disclosures required as per the revised AS-15 are as under:
Brief description of the Plans:
The Company has various schemes for long term benefits such as
Provident Fund, Superannuation, Gratuity, Leave Encashment, Pension and
Long Term Service Award. In case of funded schemes, the funds are
recognised by the Income tax authorities and administered through
trustees. The Companys defined contribution plans are Provident fund,
Superannuation, Employees State Insurance Fund and Employees Pension
Scheme (under the provisions of the Employees Provident Funds and
Miscellaneous Provisions Act, 1952). The Company has no further
obligation beyond making the contributions. The Companys defined
benefit plans include Gratuity, Pension, Leave Encashment and Long Term
Service Award. The Guidance on implementing Accounting Standard (AS –
15)(Revised 2005) Employee Benefits issued by Accounting Standards
Board (ASB) states that provident funds set up by the employers which
require the interest short fall to be met by the employers needs to be
treated as defined benefit plan. However, as at the year end no
shortfall remains unprovided for. As advised by an independent actuary,
it is not practical or feasible to actuarially value the liability
considering that the rate of interest as notified by the Government can
vary annually. Further the pattern of investment for investible funds
is as prescribed by the Government. Accordingly other related
disclosures in respect of provident fund have not been made.
11. a. The Company is mainly engaged in pharmaceutical business (mainly
consisting of manufacturing and sale of own and traded bulk drugs and
formulations) which is considered the Primary reportable business
segment as per Accounting Standard (AS 17) Segment Reporting issued
by the Institute of Chartered Accountants of India. The Secondary
Segments based on geographical segmentation are considered to be
Businesses outside India and within India.
b. Income from Investments represents the income earned on the
temporary investments made out of proceeds from sale of the Domestic
For mu l at ion Business and the holding in Piramal Diag
nostic Serv ices Private Limited . These temporary
investments have been made due to surplus funds available in the
interim and shall be deployed in businesses in due course.
12. Related Party Disclosures, as required by Accounting Standard (AS
18) – Related Parties Disclosures issued by the Institute of
Chartered Accountants of India are given below:
b) During the year the Company has advanced interest free loans
aggregating to Rs. 911.0 Million (Previous Year Rs. 368.9 Million)
[maximum outstanding during the year Rs. 911.0 Million (Previous Year
Rs. 473.3 Million)] to Piramal Pharmaceuticals Development Services
Private Limited.
c) The Company has advanced interest-bearing loans aggregating to Rs.
3,470.0 Million (Previous Year Rs. NIL) [maximum outstanding during the
year Rs. 3,470.0 Million (Previous Year Rs. 707.5 Million)] to Piramal
Life Sciences Limited.
13. The Companys significant leasing arrangements are mainly in
respect of residential / office premises, computer and motor vehicles.
The aggregate lease rentals payable on these leasing arrangements are
charged as rent under Other Expenses in Schedule 18.
These leasing arrangements are for a period not exceeding five years
and are in most cases renewable by mutual consent, on mutually
agreeable terms. The Company has placed a refundable deposit of Rs.
130.0 Million (Previous Year Rs. 231.7 Million) in respect of these
leasing arrangements. Future lease rentals payable in respect of motor
vehicles, office premises and computers on lease:
14. There are no amounts due and outstanding to be credited to
Investor Education and Protection Fund.
15. There are no Derivative contracts outstanding as on March 31,
2011.
16. Earning Per Share (EPS) – EPS is calculated by dividing the profit
attributable to the equity shareholders by the weighted average number
of equity shares outstanding during the year. Numbers used for
calculating basic and diluted earnings per equity share are as stated
below:
17. The Companys intangible assets, other than Computer Software,
comprise of Brands and Trademarks, Copyrights,
Technical Knowhow & Business IPR, Licenses and US FDA / TGA approvals
acquired by the Company over the years. No internally generated
intangible assets have been recognised in the books of accounts.
18. Recoveries deducted from expenses are on account of sharing of
common expenses with Associate and Subsidiaries.
19. Details of additions to fixed assets and Revenue Expenditure for
Department of Scientific & Industrial Research approved research and
development facilities/division of the company for the year ended March
31, 2011 are as follows;
Note:
1 . Components and Spare referred to in Para 4D(C) of Schedule VI of
the Companies Act, 1956 are assumed to be those incorporated in goods
produced and not those used for maintenance of Plant & Machinery.
2. The Consumption figures are ascertained on the basis of Opening
Stock plus Purchases less Closing Stock and are therefore after
adjustment of excesses and shortages ascertained in physical count,
unserviceable items etc.
1. Includes products processed by third parties.
2. Includes production for captive consumption of Bulk Drugs 98328 kgs
(PY 91850 kgs) & Vitamins 110.27 mmu (PY 138.33 mmu)
3. Stocks are net of breakages & unsaleable stock.
4. Opening stocks, production, purchases & closing stocks are net of
physician samples.
5. Licensed Capacity is not indicated as Industrial Licensing for all
Bulk Drugs, Intermediates and their Formulations stands abolished in
terms of Press Note No.4 (1994 series) dated 25th October, 1994 issued
by the Department of Industrial Development, Ministry of Industry,
Government of India.
6. Excludes free samples issued.
7. Variation in quantity/value is on account of change in product mix.
8. In terms of Press Note No. 4 (1994 series) dated October 25, 1994
issued by the Department of Industrial Development, Ministry of
Industry, Government of India, and Notification No. S.O 137 (E) dated
March 1, 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.
9. The Pharmaceuticals business comprises of Manufacturing and trading
of bulk drugs and formulations.
10. Installed capacities of the formulation factories of the Company
(except where continuous processes are involved) are on a triple shift
basis are certified by the Management and have not been verified by the
Auditors, this being a technical matter.
20. The figures for the year ended March 31, 2010 have been regrouped,
wherever necessary.
21. The figures for the year ended March 31, 2011 are not comparable
to the previous year ended March 31, 2010 on account of the sale of
Domestic formulation business referred in note 5 above. |