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Strides Arcolab
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Explore Strides Arcolab connections « Dec 09
Notes to Accounts Year End : Dec '10
1.  Capital Commitments
 
 Estimated amount of contracts remaining to be executed on capital
 account and not provided for (Net of advances) - Rs.168.45 Million
 (Previous year Rs.71.04 Million). Also refer Note 10.
 
 2.  Contingent Liabilities
 
 2.1 As at December 31, 2010, the Company has given corporate guarantees
 upto Rs.5,015.78 Million (Previous year Rs.1,354.29 Million) to
 financial institutions and other parties, on behalf of its
 subsidiaries. At December 31, 2010, the subsidiaries had availed
 facilities from such financial institutions/were obligated to the
 parties referred above for an aggregate amount of Rs.4,643.16 Million
 (Previous year Rs.1,186.21 Million). The Companys fixed assets
 (paripasu second charge) and certain investments in the respective
 subsidiaries have been offered as security in respect of some of these
 facilities. Subsequent to the balance sheet date, the corporate
 guarantee has been reduced by Rs.1,499.13 Million.
 
 2.2 As at the end of the year there are no disputed tax liabilities
 arising from assessment proceedings relating to earlier years from the
 Income Tax Authorities (previous year Rs.207.12 Million).
 
 2.3 The Company preferred appeal with the CESTAT against the order of
 the Commissioner of Central Excise for disallowing transfer of cenvat
 credit of Rs.3.86 Million (Previous year Rs 3.86 Million) as on the
 date of conversion of one of the units of the Company into a 100% EOU.
 
 3.  Foreign currency convertible bonds
 
 (a) During the accounting year ending December 31, 2007, the Company
 had issued Foreign Currency Convertible Bonds (FCCB) amounting to USD
 100 Million (Rs.4,070 Million) (FCCB 100 Million) on June 26, 2007.
 These bonds carry zero coupon and are to be redeemed on June 27, 2012
 (unless converted into Equity Shares) at 145.058 per cent of the
 Principal amount.
 
 The bonds may be redeemed in whole, but not in part at the option of
 the Company at any time on or after July 18, 2010 and on and prior to
 June 20, 2012 with a redemption premium of 7.575 % (which is identical
 to the gross yield in case of redemption at maturity) calculated on a
 semiannual basis.
 
 The Bonds are convertible at any time on or after August 6, 2007 and up
 to the close of business on June 20, 2012 by the holders of the Bonds
 into shares at the option of the Bondholder, at an initial conversion
 price of Rs.461.553 per share with a fixed rate of exchange of Rs.40.70
 per USD on conversion. The bonds are listed on Singapore Exchange
 Securities Trading Limited, Singapore.
 
 As permitted by the Reserve Bank of India (RBI), during the year 2009,
 the Company bought back FCCBs with a face value aggregating to USD 20
 Million from the outstanding bonds issued under FCCB 100 Million at a
 discount.
 
 As at December 31, 2010, none of the outstanding bonds had been offered
 for conversion.
 
 (b) The Company had issued FCCBs (listed in the Singapore Exchange
 Securities Trading Limited, Singapore) to the extent of USD 40 Million
 (FCCB 40 Million) during the year ended December 31, 2005. In the year
 2009, as permitted by RBI, the Company had bought back FCCBs with a
 face value aggregating to USD 6 Million out of the FCCBs face value of
 USD 40 Million.
 
 (c) During the year, as per the terms and conditions agreed with the
 holders of FCCB 40 Million, the Company had redeemed the balance
 outstanding FCCBs aggregating to USD 34 Million. The Company paid in
 total USD 46.51 Million (Rs.2,062.50 Million) including USD 12.51
 Million towards redemption premium. An amount of Rs.61.60 Million paid
 towards withholding tax on payment of premium on FCCB redemption value
 has been debited to Securities Premium Account.
 
 4.  Cumulative Redeemable Preference Shares
 
 In May 2005, the Company had issued 491,606 6% Cumulative Redeemable
 Preference Shares (CRPS) of Rs.1,000 each fully paid to K V
 Pharmaceuticals, USA (`KV Pharma) (Approximately USD 10.95 Million).
 The Preference shares were redeemable at par along with accrued unpaid
 dividend on or before December 31, 2012.
 
 The Company, Strides Inc. (a subsidiary of the Company) and KV Pharma
 had also entered into a License and Supply Agreement (`LSA) pursuant
 to which the Company and Strides Inc had agreed to undertake certain
 development work for developing certain pharmaceutical products,
 subject to certain terms and conditions mentioned in LSA. In March 2009
 due to certain adverse developments at KV Pharma, the Company
 terminated the said LSA. KV Pharma had approached the International
 Court of Arbitration, disputing the termination of the LSA.
 
 In the current year, pursuant to a negotiation for an out of court
 settlement, the Company has entered into a Settlement Agreement &
 Release (Settlement Agreement) with KV Pharma. In accordance with the
 Settlement Agreement, the rights and obligations of all parties under
 the LSA and those arising out of the subscription to the CRPS were
 settled on a net basis. Pursuant to the Settlement Agreement, the
 Company has paid out KV Pharma an amount of USD 7.25 Million in full
 and final settlement as referred above.  Consequent to the net
 settlement:
 
 - The dividend on the CRPS that were accrued for in 2005 through 2009
 along with the related dividend distribution taxes to the extent
 unpaid, were reversed in the current year and the same has been
 credited under appropriations in the Profit and Loss account
 
 - An amount of Rs.165.86 Million has been credited to the Reserve for
 Business Restructure (`BRR) (refer Note B.5 below) being the extent
 attributable to recoveries of receivables under the LSA that were
 written off to the `BRR in earlier years.
 
 Consequent to the redemption of the CRPS as referred above, the Company
 has credited Capital Redemption Reserve to the extent of Rs.491.61
 Million being the face value of CRPS redeemed.
 
 5.  Scheme of Arrangement under Section 391-394 of the Companies Act,
 1956
 
 5.1 During the year ending December 31, 2009, the shareholders of the
 Company, in their meeting held on April 13, 2009 approved the Scheme of
 Restructuring that envisaged, inter alia:
 
 (a) A Scheme of Arrangement (`the scheme) to be filed under Sections
 391 to 394 of the Companies Act, 1956 covering the merger of some of
 the subsidiaries of the Company with itself, fair valuation of some of
 the assets of the Company and creation of a Reserve for Business
 Restructure (BRR) out of any surpluses arising from these, to be
 utilized as specified in the Scheme.
 
 (b) Transfer of the Specialty Pharmaceuticals business along with
 Research and Development (R&D) to Strides Specialties Private Limited
 (SSPL), a wholly owned subsidiary of the Company;
 
 5.2 The details of the Scheme are given below.
 
 In terms of the Scheme, Global Remedies Limited (GRL), Quantum Remedies
 Private Limited (QRPL), Grandix Pharmaceuticals Limited (GPL) and
 Grandix Laboratories Limited (GLL), all subsidiaries of the Company
 (referred to as Transferor Companies), were merged with the Company
 (Transferee Company), upon which the undertaking and the entire
 business, including all assets and liabilities of the Transferor
 Companies stood transferred to and vested in the Transferee Company at
 their fair value as determined by the Board of Directors of the
 Transferee Company.
 
 QRPL and GRL were engaged in the manufacture of Pharmaceutical
 formulations and were predominantly acting as a captive manufacturer
 for the Company and catering to the African Markets. Both GPL and GLL
 were engaged in the marketing of Branded pharmaceutical products.
 
 The Scheme filed by the Company had been approved by the High Courts of
 Judicature with an appointed date of 1 January 2009 and an effective
 date of December 31, 2009 (the Effective Date), being the date on
 which the all requirements under the Companies Act had been completed.
 
 In terms of the Scheme and upon the Scheme becoming effective:
 
 - the assets and liabilities of the Transferor Companies and the
 Transferee Company, whether recorded or not, have been recorded at
 their fair values as determined by the Board of Directors of the
 Transferee Company;
 
 - the carrying amount of investments in the shares of the Transferor
 Companies to the extent held by the Transferee Company and
 Inter-Company balances stand cancelled;
 
 - the face value of the equity shares of the Transferee Company issued
 to the minority shareholders of GPL and GLL has been credited to the
 equity share capital account in the books of the Transferee Company.
 
 - the surplus arising out of the excess of assets over the liabilities
 of the Transferor Companies acquired and recorded by the Transferee
 Company over the aggregate of carrying amount of investments in the
 shares of the Transferor Companies to the extent held by the Transferee
 Company and the face value of the equity shares of the Transferee
 Company issuable to the minority shareholders of GPL and GLL, and the
 excess of the fair value of assets and liabilities of the Transferee
 Company over their previously recorded carrying values, has been
 credited to the BRR in the books of the Transferee Company.
 
 - the balance in the Securities Premium Account, as appearing in the
 books of the Transferee Company may be transferred to BRR, to such
 extent as determined by the Board.
 
 - expenses incurred by the Company or its subsidiaries in the nature of
 impairment, diminution, loss, amortization and/or write-off of
 assets/investments/intangibles, interest on borrowings for
 acquisitions, employee compensation expenses, additional depreciation
 charged or suffered by the Transferee Company on account of fair
 valuation, scheme expenses and other expenses or arising in the future
 as may be determined by the Board of Directors of the Transferee
 Company, have been/shall be debited to the BRR. The maximum amount that
 can be written off against the BRR instead of being debited to the
 Profit and Loss Account on or at any time after January 1, 2009 would
 be restricted to the balance in the BRR or upto December 31, 2012 and
 not beyond that.
 
 5.3 The accounting treatment effected for the Scheme was as follows:
 
 (b) Upon the Scheme becoming effective, and based on legal advice
 received, the assets and liabilities of the Transferee Company had been
 fair valued as determined by the Board of Directors of the Company and
 the net surplus arising out of such fair valuation (over the carrying
 value of the respective assets and liabilities prior to the fair
 valuation) was credited to the BRR as follows during the year ended
 December 31, 2009.
 
 5.4 Transfer of the Specialties Business along with R&D to Agila
 Specialties Private Limited (ASPL) (formerly Strides Specialties
 Private Limited (SSPL)), a wholly owned subsidiary of the Company.
 
 During the year ended December 31, 2009, pursuant to the approval of
 the shareholders and other authorities as required, the Company had
 transferred the Specialties Business along with R&D to ASPL on a slump
 sale basis with effect from the close of business on December 30, 2009
 for a consideration of Rs.3,286.46 Million. Out of the mentioned
 purchase consideration, a sum of Rs.1,000 Million was to be settled by
 issue of shares of ASPL and the balance consideration of Rs.2,286.46
 Million was included under the head Loans and Advances in Schedule G.
 
 During the current year, the shares of ASPL to the extent of Rs.1,000
 Million were issued to the Company and the balance considerations were
 settled by ASPL.
 
 6.  Share warrants
 
 As authorized by the shareholders of the Company in the Extra Ordinary
 General meeting held on May 13, 2009, 6,180,000 warrants were alloted
 to Net Equity Ventures Private Limited, a Promoter Group company and
 20,000 warrants to relatives of the Promoters, on preferential basis
 which are convertible into an equivalent number of fully paid up equity
 shares of Rs.10 each at a price of Rs.91.15 per warrant. These warrants
 are convertible, in one or more tranches, at any time within a period
 of 18 months from the date of issue. During the year, the Company has
 allotted 6,200,000 equity shares of Rs.10 each at a premium of Rs.81.15
 per equity share upon conversion of equal number of warrants which was
 allotted to Promoter Group Company and relatives of the Promoters.
 
 7.  During the year, the Company has received Rs.4,550 Million on issue
 of 10,742,533 equity shares of Rs.10 each at a premium of Rs.413.55 per
 equity share to Qualified Institutional Buyers (QIP) in terms of SEBI
 (Issue of Capital and Disclosure Requirements) Regulations 2009. The
 purpose of the mentioned issue is to finance overseas acquisitions,
 repayment and prepayment of debt, investments and other uses, including
 capital expenditure, as permitted by applicable rules and regulations.
 The Company has completed the allotment of equity shares on October 1,
 2010. Expense incurred in relation to QIP to the extent of Rs.108.96
 Million has been debited to Securities Premium Account.
 
 8.  Early Adoption of AS-30: Financial Instruments: Recognition and
 Measurement, issued by Institute of Chartered Accountants of India
 
 The Company had chosen to early adopt AS 30: Financial Instruments:
 Recognition and Measurement during the year ended December 31, 2008,
 with effect from January 1, 2008. Contemporaneously with this, in the
 spirit of complete adoption, the Company had also implemented the
 consequential limited revisions in view of AS 30 to AS 2, Valuation of
 Inventories, AS 11 The Effect of Changes in Foreign Exchange Rates,
 AS 19 Accounting for Leases, AS 21 Consolidated Financial Statements
 and Accounting for nvestments in Subsidiaries in Separate Financial
 Statements, AS 23 Accounting for Investments in Associates in
 Consolidated Financial Statements, AS 26 Intangible Assets, AS 27
 Financial Reporting of Interests in Joint Ventures, AS 28 Impairment
 of Assets and AS 29 Provisions, Contingent Liabilities and Contingent
 Assets as had been announced by the Institute of Chartered Accountants
 of India (ICAI).
 
 On February 11, 2011, the ICAI has issued a notification stating that
 AS 30 can be adopted only to the extent the Accounting Standards does
 not conflict with other mandatory standards notified under section 211
 (3C) of the Companies Act, 1956. In case of conflict, the mandatory
 standards will prevail. Consequently, during the year, the Company has
 reversed an amount of Rs.695.68 Million being the cumulative gains
 recognized upto December 31, 2009, on restatement at period end rates
 of certain USD denominated investments (including advances towards
 shares) in certain subsidiaries and a joint venture that were
 designated as hedged items in a fair value hedge, since such
 restatement is not permitted under AS 13, Accounting for Investment: a
 mandatory accounting standard. Such reversals have been classified
 under the head exceptional items, being the same head under which the
 gains on restatement were presented in the financial statements of
 earlier years. In accordance with the provisions of AS 11, The effect
 of changes in Foreign currency rates, the Company restated the
 advances paid towards shares and recognised a net gain of Rs.680.02
 Million and has included the same under Exceptional items.
 
 Consequent to adoption of AS 30 to the extent it is permitted, the
 Company has changed the designation and measurement principles for all
 its significant financial assets and liabilities. The impact on account
 of the above measurement of these is as described below:
 
 8.1 Foreign Currency Convertible Bonds (the FCCBs or the Bonds)
 
 The FCCBs are split into two components comprising (a) option component
 which represents the value of the option in the hands of the
 FCCB-holders to convert the bonds into equity shares of the Company and
 (b) debt component which represents the debt to be redeemed in the
 absence of conversion option being exercised by FCCB-holder, net of
 issuance costs.
 
 The debt component is recognized and measured at amortized cost while
 the fair value of the option component is determined using a valuation
 model with the below mentioned assumptions.
 
 Assumptions used to determine fair value of the options:
 
 Valuation and amortization method - The Company estimates the fair
 value of stock options granted using the Black Scholes
 
 Merton Model and the principles of the Roll-Geske-Whaley extension to
 the Black Scholes Merton model. The Black Scholes Merton model along
 with the extensions above requires the following inputs for valuation
 of options:
 
 Stock Price as at the date of valuation – The Companys share prices as
 quoted in the National Stock Exchange Limited (NSE), India have been
 converted into equivalent share prices in US Dollar terms by applying
 currency rates as at valuation dates.  Further, stock prices have been
 reduced by continuously compounded stream of dividends expected over
 time to expiry as per the principles of the Black-Scholes Merton model
 with Roll Geske Whaley extensions.
 
 Strike price for the option - has been computed in dollar terms by
 computing the redemption amount in US dollars on the date of redemption
 (if not converted into equity shares) divided by the number of shares
 which shall be allotted against such FCCBs.
 
 Expected Term - The expected term represents time to expiry, determined
 as number of days between the date of valuation of the option and the
 date of redemption.
 
 Expected Volatility- Management establishes volatility of the stock by
 computing standard deviation of the simple exponential daily returns on
 the stock. Stock prices for this purpose have been computed by
 expressing daily closing prices as quoted on the NSE into equivalent US
 dollar terms. For the purpose of computing volatility of stock prices,
 daily prices for the last one year have been considered as on the
 respective valuation dates.
 
 Risk-Free Interest Rate - The risk-free interest rate used in the
 Black-Scholes valuation method is as applicable to the Company.
 
 Expected Dividend - Dividends have been assumed to continue, for each
 valuation rate, at the rate at which dividends were earned by
 shareholders in the last preceding twelve months before the date of
 valuation.
 
 Measurement of Amortized cost of debt component:
 
 For the purpose of recognition and measurement of the debt component,
 the effective yield has been computed considering the amount of the
 debt component on initial recognition, origination costs of the FCCB
 and the redemption amount if not converted into Equity Shares. To the
 extent the effective yield pertains to redemption premium and the
 origination costs, the effective yield has been amortized to the
 Securities Premium Account as permitted under section 78 of the
 Companies Act, 1956. The balance of the effective yield is charged to
 the Profit and Loss Account.
 
 Consequent to the above method of accounting of FCCBs, the following
 adjustments were made:
 
 During the year ended December 31, 2009:
 
 (a) Amortization of interest (net) and redemption premium (net) on
 FCCBs amounting to Rs.168.10 Million and Rs.348.68 Million respectively
 have been recorded in the Profit and Loss account and in the Securities
 Premium Account.
 
 (b) Change in the fair values of option component in the FCCBs, being a
 loss of Rs.41.12 Million has been recorded in the Profit & Loss
 Account.
 
 During the year ended December 31, 2010:
 
 (a) Amortization of interest (net) and redemption premium (net) on
 FCCBs amounting to Rs.146.81 Million and Rs.395.06 Million respectively
 have been respectively recorded in the Profit and Loss account and in
 the Securities Premium Account.
 
 (b) Change in the fair values of option component in the FCCBs, being a
 loss of Rs.15.63 Million has been recorded in the Profit & Loss
 Account.
 
 8.2 The financial assets and liabilities arising out of issue of
 corporate financial guarantees to third parties are accounted at fair
 values on initial recognition. Financial assets continue to be carried
 at fair values. Financial liabilities are subsequently measured at the
 higher of the amounts determined under AS 29 or the fair values on the
 measurement date. At December 31, 2010, the fair value of such
 financial assets are equal to such liabilities and have been set off in
 the financial statements.
 
 8.3 As required under the Companies Act, 1956, Redeemable Preference
 Shares are included as part of share capital and not as debt and
 dividend on the preference shares is accounted as dividend as part of
 appropriation of profits and have not been accrued as interest cost.
 
 8.4 The Company has availed bill discounting facility from Banks which
 do not meet the de-recognition criteria for transfer of contractual
 rights to receive cash flows from the debtors since they are with
 recourse to the Company. Accordingly, as at December 31, 2010, sundry
 debtor balances include Rs.480.35 Million (Previous year Rs.1,044.46
 Million) and the corresponding financial liability to the Banks is
 included as part of short term secured loans.
 
 8.5 Gains/losses on fair valuation of all the open derivative positions
 as on December 31, 2010 not designated as hedging instruments have been
 recognized in the Profit and Loss Account.
 
 9.  Employee Stock Option Scheme
 
 (a) In the extraordinary general meeting held on January 25, 2007, the
 shareholders approved the issue of 1,000,000 options under the Scheme
 titled Strides Arcolab ESOP 2006 (ESOP 2006).
 
 The ESOP 2006 allows the issue of options to employees of the Company
 and its subsidiaries (whether in India or abroad). Each option
 comprises one underlying equity share.
 
 As per the Scheme, the Compensation committee grants the options to the
 employees deemed eligible. The exercise price of each option shall not
 be less than 85 per cent of the Market Price” as defined in the
 Scheme. The options granted vest over a period of 3 years from the date
 of the grant in proportions specified in the Scheme. Options may be
 exercised within 30 days of vesting.
 
 The difference between the fair price of the share underlying the
 options granted, on the date of grant of option and the exercise price
 of the option (being the intrinsic value of the option) representing
 Stock compensation expense, is expensed over the vesting period.
 
 (b) The ESOP scheme titled Strides Arcolab ESOP 2008” (ESOP 2008) was
 approved by the shareholders through postal ballot on June 18, 2008.
 1,500,000 options are covered under the scheme for 1,500,000 shares.
 
 In the previous years, the Remuneration Committee of the Company had
 granted 1,007,500 options under the ESOP 2008 to few eligible employees
 of the Company. During the current year, the Remuneration Committee in
 its meeting held on January 22, 2010, June 14, 2010 and September 03,
 2010 has granted 137,500, 100,000 and 137,500 options respectively
 under the ESOP 2008 to few eligible employees of the Company. The
 options allotted under ESOP 2008 are convertible into equal number of
 equity shares.
 
 The vesting period of these options range over a period of three years.
 The options may be exercised with in a period of 30 days from the date
 of vesting.
 
 (c) The ESOP scheme titled Strides Arcolab ESOP 2008 (Directors)”
 (ESOP 2008 Directors) was approved by the shareholders through postal
 ballot on January 12, 2009. 500,000 options are covered under the
 scheme for 500,000 equity shares.
 
 The Remuneration Committee of the Company, on March 16, 2009 had
 granted 300,000 options under the Strides Arcolab ESOP 2008 (Directors)
 scheme to few Directors of the Company. The shares covered by such
 options were 300,000 equity shares.
 
 The vesting period of these options range over a period of three years.
 The options may be exercised with in a period of 30 days from the date
 of vesting.
 
 10. The Company during the year ending 2009 had entered into a
 Subscription and Shareholders agreement with Aspen Group (Aspen) under
 which Aspen subscribed to 49% of the share capital of Onco Therapies
 Limited (Onco), a subsidiary of the Company. Onco is set up to operate
 in the Oncology products line of business that the Company was in the
 process of building up.
 
 In 2009, the Company has entered into another Agreement with Onco to
 set up an Oncology manufacturing facility in Bangalore, for a
 consideration of USD 32.50 Million (payable by Onco in equivalent
 Indian Rupees). Under this agreement the Company had:
 
 - transferred the moveable and immoveable assets relating to the
 Oncology manufacturing facility and the contracts awarded to various
 suppliers in connection with the facility; and
 
 - undertaken the obligations of completing the facility, including all
 financial obligations related thereto.
 
 During the year ended December 31, 2010, the Company entered into a
 binding agreement with Aspen for purchase of their shares in Onco for a
 consideration of USD 37.36 Million. The Company has paid USD 36.95
 Million (Rs.1,649.04 Million) during the year. Pending transfer of
 shares in the name of the Company, the amount paid to Aspen has been
 included in Loans & Advances in the financial statements. On completion
 of the transfer of shares, the Onco will become a wholly owned
 subsidiary of the Company. As per the contractual terms the risk and
 economic benefit in the shares of Onco held by Aspen has been
 transferred to the Company with effect from January 1, 2010.
 
 11.  During the year ended December 31, 2010, the Company sold
 investment in equity shares of Strides Inc. a subsidiary of the
 Company, to Linkace Limited, a wholly owned step subsidiary of the
 Company and recognized a profit of Rs.6.20 Million on sale of such
 transfer.
 
 In the year 2008, the Company had provided for provision for impairment
 of investment in Strides Inc. Considering the state of affairs of
 Strides Inc. as at December 31, 2010 and its ability to redeem the
 Preference Share Capital, the Company during the year, has reversed the
 provision for impairment of investments in preference share capital to
 the extent of Rs.183.87 Million.
 
 12.  Interest in Joint ventures
 
 The Company, with effect from December 22, 2010, has transferred the
 ownership interest in Akorn Strides LLC, USA, a joint venture company
 with Akorn Inc, USA, to Linkace Limited (a wholly owned step subsidiary
 of the Company) for a consideration of USD 3.41 Million. Consequently,
 profit of Rs.88.20 Million on such transfer has been recognized in the
 Profit & Loss account.
 
 13.  Unbilled revenue includes income recognised on development
 services contracts and contracts for production of dossiers, against
 which no invoices are raised, and are net of advances received against
 the respective contracts.
 
 14.  Particulars of materials consumed and percentage to total
 consumption of Imported and Indigenous materials.
 
 Since none of the individual items of raw materials and packing
 materials constitute more than 10% of the consumption, quantitative
 details in respect of the same have not been given.
 
 15.  Particulars of Traded Goods
 
 None of the items individually account for more than 10% of the total
 value of the purchases, stock or turnover, hence quantitative details
 have not been furnished.
 
 16.  Other information
 
 16.1 Managerial remuneration
 
 Note:
 
 (a) During the year, the Company has got the approval of Central
 Government for excess managerial remuneration to the extent of Rs.17.86
 Million against total excess managerial remuneration paid in earlier
 years of Rs.24.39 Million.  Consequently, the amount of Rs.6.53 Million
 has been returned by the managing director.
 
 During the year ended December 31, 2009, the Company received the
 approval of the Central Government in respect of excess managerial
 remuneration relating to the year ended December 31, 2007 amounting to
 Rs.27.05 Million, which was charged to the Profit & Loss Account for
 the year ended December 31, 2009.
 
 (b) The details of managerial remuneration stated in the above table
 exclude leave encashment and gratuity costs (for which separate
 actuarial valuation are not available).
 
 16.3 Expenditure in foreign currency
 
 Note:
 
 (i) Expenditure in foreign currency includes expenditure incurred by
 the Company on behalf of and in trust to Agila Specialties Private
 Limited (formerly known as Strides Specialties Private Limited), a
 wholly owned subsidiary of the Company.
 
 (ii) Interest accrued on FCCBs has not been included in the above
 disclosure.
 
 17.  Taxation
 
 (a) Provision for deferred tax has been made in accordance with the
 requirements of Accounting Standard 22 Accounting for taxes on
 income”.
 
 (b) The net deferred tax liability comprises the tax impact arising
 from timing differences on account of
 
 Recognition of Deferred tax assets with respect to unabsorbed
 depreciation and tax losses have been done only in cases where there
 are corresponding timing differences creating deferred tax liabilities
 and the amount of such assets recognised is restricted to the extent of
 such liabilities. Deferred Tax assets in respect of business losses are
 recognized based on the criteria of virtual certainty.
 
 The Company has a MAT credit of Rs.154.58 Million during the year which
 has not been recognised on grounds of prudence.
 
 18.  Related Party Transactions:
 
 Name of the related parties:
 
 wholly owned subsidiaries:     Direct Holding
 
                                Arcolab Limited SA, Switzerland
 
                                Strides Technology & Research Pvt 
                                Ltd, India
 
                                Agila Specialties Pvt Limited 
                                (formerly Strides Specialties Pvt Ltd.),
                                India
 
                                Starsmore Limited, Cyprus
 
                                Strides Africa Limited, British 
                                Virgin Islands
 
                                Strides Arcolab International 
                                Limited, U.K. (SAIL)
 
                                Onco Therapies Ltd, India (w.e.f. 
                                January 01, 2010) (Refer Note 10 above)*
 
                                Indirect Holding
 
                                Pharma Strides Canada Corporation, 
                                Canada
 
                                Linkace Limited, Cyprus
 
                                Linkace Investments PTY Ltd, 
                                Australia (w.e.f. December 14, 2010)
 
                                Plus Farma ehf, Iceland
 
                                Farma Plus AS , Norway (w.e.f. 
                                July 01, 2010)
 
                                Strides Specialties (Holdings) 
                                Limited, Mauritius
 
                                Strides Specialties (Holdings) 
                                Cyprus Limited (formerly known as
                                Powercoast Limited), Cyprus
 
                                Strides Pharmaceuticals (Holdings) 
                                Limited, Mauritius (w.e.f. January
                                27, 2010)
 
                                Strides Pharmaceuticals (Mauritius) 
                                Limited, Mauritius (w.e.f. January
                                27, 2010)
 
                                Strides Specialty (Cyprus) Limited, 
                                Cyprus
 
                                Co Pharma Ltd, U.K. (w.e.f. July 01, 
                                2010)
 
                                Strides Arcolab Polska Sp.z o.o, 
                                Poland
 
                                Strides Arcolab UK Limited, U.K.
 
                                Agila Specialties (Malaysia) 
                                SDN BHD, Malaysia (w.e.f. September 22,
                                2010)
 
                                Agila Especialidades Farmaceuticas Ltda, 
                                Brazil (w.e.f. June 11, 2010)*
 
                                Onco Laboratories Limited (formerly 
                                Powercliff Ltd.), Cyprus ( w.e.f.
                                January 01, 2010)*
 
                                Strides Australia Pty Limited, 
                                Australia
 
                                Strides Inc, USA (w.e.f. 
                                December 21, 2010)
 
                                Strides Farmaceutica Participacoes 
                                Ltda, Brazil (w.e.f. July 01, 2010)
 
                                Strides Pharma (Cyprus) Limited, Cyprus
 
 Other Subsidiaries:
 
                                Direct Holding:
 
                                Strides Inc. USA (upto December 20, 
                                2010)
 
                                Onco Therapies Ltd, India (upto 
                                December 31, 2009)
 
                                Indirect Holding:
 
                                Ascent Pharmahealth Limited, 
                                Australia
 
                                Ascent Pharmahealth Asia Pte 
                                Limited, Singapore
 
                                Beltapharm S.p.A., Italy
 
                                Drug Houses of Australia (Asia) Pte. 
                                Limited, Singapore
 
                                Co Pharma Ltd, UK (upto June 
                                30, 2010)
 
                                Formule Naturelle (Pty) Limited , 
                                South Africa (up to June 30, 2010)
 
                                Ascent Pharma Pty Limited (formerly 
                                known as Genepharm Pty Limited),
                                Australia
 
                                Pharmasave Australia Pty Ltd., 
                                Australia
 
                                Strides S.A. Pharmaceuticals Pty. 
                                Limited, South Africa
 
                                Inbiopro Solutions Private Limited, 
                                India (w.e.f. November 25, 2010)
 
                                Ascent Pharmacy Services Pty Limited, 
                                Australia (w.e.f. January 29,2010)
 
                                Ascent Pharmaceuticals Limited 
                                (formerly known as Genepharm (New
                                Zealand) Limited), New Zealand
 
                                African Pharmaceutical Development 
                                Company, Cameroon (w.e.f. January
                                01, 2010)
 
                                Green Cross Pharma Pte Ltd., 
                                Singapore (up to 1st January 2010)
 
                                Ascent Pharmahealth Asia (Hong Kong) 
                                Limited (formerly known as Strides
                                Arcolab Hong Kong Limited), Hong Kong
 
                                Ascent Pharmahealth Asia (Malaysia) 
                                SDN BHD (formerly known as Strides
                                Arcolab Malaysia SDN. BHD), Malaysia
 
                                Ephos - 106 Produtos Hospitalaries 
                                Ltda Me, Brazil (w.e.f. November
                                2010)*
 
                                Ascent Pharmahealth Asia (B) 
                                SDN BHD (formerly known as Strides 
                                Arcolab SDN BHD, Brunei)
 
                                Strides CIS Limited, Cyprus 
                                (formerly known as Raycom Limited)
 
                                Strides Vital Nigeria Limited, Nigeria
 
 Joint Ventures (JV):           Akorn Strides LLC, USA
 
                                Onco Laboratories Limited (formerly 
                                Powercliff Ltd.)- up to December
                                31, 2009
 
                                Sagent Strides LLC, USA
 
 Key Management Personnel:      Mr. Arun Kumar (Vice Chairman & 
                                Managing Director) 
 
                                Mr. V.S. Iyer (Executive Director) 
                                w.e.f. January 19, 2010
 
 Enterprises owned or 
 significantly influenced    :
 by key management
 personnel and relatives 
 of key management 
 personnel
 
                                Agnus Global Holdings Pvt Limited, India
 
                                Arcolab (India) Private Limited 
                                (merged with Agnus Holdings Pvt Ltd
                                w.e.f. March 24, 2010)
 
                                Atma Projects, India
 
                                Higher Pharmatech Private Limited, India
 
                                Caryl Pharma Private Limited 
                                (merged with Agnus Holdings Pvt Ltd 
                                w.e.f. March 24, 2010)
 
                                Chayadeep Properties Private 
                                Limited, India
 
                                Agnus Global Holdings Pte 
                                Limited, Singapore
 
                                Agnus Holdings Private Limited, India
 
                                Fraxis Life Sciences Limited, India
 
                                Atma Enterprises LLP, India
 
                                Chayadeep Ventures LLP, India
 
                                Qualichem Capital LLP, India
 
                                Agnus Capital LLP, India
 
                                Triumph Ventures LLP, India
 
                                Mrs. Deepa Arun Kumar
 
                                Net Equity Ventures Private 
                                Limited (merged with Agnus Holdings 
                                Pvt Ltd w.e.f. March 24, 2010)
 
                                Nous Infosytems Private Limited, India
 
                                Patsys Consulting Private Limited, India
 
                                Sequent Scientific Limited, India
 
                                Sequent Research Limited , India
 
                                Sequent Global Holdings Limited, 
                                Mauritius
 
                                Sequent Scientific Limited
 
                                Vedic Elements Private Limited
 
                                Sequent Antibiotics (P) Limited, India
 
                                Sequent Oncolytics (P) Limited, India
 
                                Triumph Fincap Holdings Private 
                                Limited, India
 
                                Agnus IPCO Limited, BVI
 
                                Santo Finco Ltda, Madeira
 
                                Strides Italia srl, Italy
 
                                Keerthapathi Ravishankar - HUF
 
                                Mrs. K. Saraswathi
 
                                Mr. G.P. Pillai
 
                                Mr. Mohana Kumar Pillai
 
 Associates                     Aspen Venezuela CA
 
                                Aspen Pharma Industria Farmaceutica, 
                                Brazil (formerly known as
                                Cellofarm Ltda)
 
                                Pharmalatina Holdings Limited, Cyprus
 
                                Solara SA De CV, Mexico
 
                                Strides Latina, SA, Uruguay
 
                                Aspen Labs SA De CV, Mexico
 
 Note:
 
 *Pending certain regulatory approvals, the transfer of shares in these
 entities in favour of Strides group is yet to happen as at December 31,
 2010.
 
 **Related parties are as identified by the Company and relied upon by
 the Auditors.
 
 19.  Equity dividend accrued in 2010 includes Rs.4.97 Million being
 dividends relating to the year ended December 31, 2009 on the
 incremental number of shares that were issued between December 31, 2009
 and the date of the Annual General Meeting of the Company held on May
 31, 2010.
 
 As required under Section 205(C) of the Companies Act, 1956 the Company
 has transferred Rs. NIL (Previous Year Rs.0.09 Million) to the Investor
 Education and Protection Fund (IEPF) during the year. As on December
 31, 2010, no amount was due for transfer to the IEPF.
 
 20.  Leases
 
 The Companys significant leasing arrangements are mainly in respect of
 factory buildings, residential and office premises. The aggregate lease
 rentals payable on these leasing arrangements charged to the Profit and
 Loss account is Rs.43.73 Million (Previous year Rs.88.70 Million).
 
 21.  The information disclosed in Schedule H.A (a) to the financial
 statements with regard to Micro and Small enterprises is based on
 information collected by the management based on enquiries made with
 the creditors which have been relied upon by the auditors.
 
 22.  Transfer Pricing
 
 The Finance Act, 2001, has introduced, with effect from assessment year
 2002-03 (effective April 1, 2001), detailed Transfer Pricing
 regulations (regulations) for computing the income from
 international transactions between associated enterprises on an
 arms length basis. These regulations, inter alia, also require the
 maintenance of prescribed documents and information including
 furnishing a report from an Accountant which is to be filed with the
 Income tax authorities.
 
 The Company has undertaken necessary steps to comply with the Transfer
 Pricing regulations. The Management is of the opinion that the
 international transactions are at arms length, and hence the aforesaid
 legislation will not have any impact on the financial statements,
 particularly on the amount of tax expense and that of provision for
 taxation.
 
 23.  Since the Company prepares consolidated financial statements,
 segment information has not been provided in these financial
 statements.
 
 24.  Earnings per Share
 
 Note:
 
 (a) The amount of preference dividend for 2009 does not include the
 amount of any preference dividend accrued in the Profit & Loss Account
 during the year in respect of previous years since the same was
 considered for determining Earning per share in respective years.
 
 (b) During the year ending December 31, 2010 the Company has reversed
 the preference dividend along with dividend tax thereon accrued in
 earlier years amounting to Rs.148.54 Million, since such dividend is no
 longer payable consequent to the agreement with the preference
 shareholders. Consequent to reversal such amount is also available for
 distribution to the equity shareholders.  The basic and diluted EPS for
 the year ended December 31, 2010 after considering the reversal of
 preference dividend and tax thereon is Rs.18.85 & Rs.14.54
 respectively.
 
 25.  Cash flow statement
 
 (a) The Cash Flow Statement has been prepared under the indirect method
 as set out in the Accounting Standard - 3 on Cash Flow Statements”
 issued under Section 211(3C) of Companies Act, 1956.
 
 (b) Interest paid is inclusive of and purchase of Fixed Assets
 excludes, interest capitalised Rs.12.46 Million (Previous year
 Rs.100.59 Million).
 
 (c) Direct tax paid and Others in the Cash Flow Statement includes
 outflows on account of permitted utilization from the BRR of Rs.69.80
 Million (Previous Year Rs.49.03 Million) and Direct Taxes of Rs.102.23
 Million (Previous Year Rs.49.47 Million)
 
 (d) Reconciliation of Cash and Cash Equivalents to Cash and bank
 balances included in Schedule G.A.4.
 
 26.  Employee Benefits (Gratuity):
 
 Note:
 
 1.  The estimate of future salary increases considered in actuarial
 valuation take account of inflation, seniority, promotion and other
 relevant factors such as supply and demand in the employment market.
 
 2.  In the absence of information relating to category wise breakup of
 Plan Assets, the same has not been disclosed.
 
 26.2 Details on Derivatives Instruments & Un-hedged Foreign Currency
 Exposures
 
 The following derivative positions are open as at December 31, 2010.
 While these transactions have been undertaken to act as economic hedges
 for the Companys exposures to various risks in foreign exchange
 markets, they have not qualified as hedging instruments in the context
 of the rigour of such classification under Accounting Standard 30.
 These instruments are therefore classified as held for trading and
 gains/losses recognized in the Profit and Loss Account.
 
 I.  The Company has entered into the following derivative instruments
 
 (a) Forward Exchange Contracts [being a derivative instrument], which
 are not intended for trading or speculative purposes, but for hedge
 purposes, to establish the amount of reporting currency required or
 available at the settlement date of certain payables and receivables.
 
 (b) Interest Rate Swaps to hedge against fluctuations in interest rate
 changes: No. of contracts: Nil (Previous year : Nil)
 
 (c) Currency Swaps (other than forward exchange contracts stated above)
 to hedge against fluctuations in changes in exchange rate. No. of
 contracts: Nil (Previous Year: Nil)
 
 III.  There were no outstanding option contracts as at December 31,
 2010.
 
 IV.  Loss on Forward Exchange Derivative contracts (Net) included in
 the Profit and Loss account for year ended December 31, 2010 amounts to
 Rs.72.12 Million (Previous Year: Loss (Net) Rs.117.87 Million)
 
 27 Categories of Financial Instruments
 
 (c) Financial Liabilities Held for Trading
 
 The option component of FCCBs has been classified as held for trading,
 being a derivative under AS 30. The carrying amount of the option
 component was Rs.190.95 Million as at December 31, 2010 and Rs.175.32
 Million as at December 31, 2009. The difference in carrying value
 between the two dates, amounting to Rs.15.63 Million is taken as oss to
 the Profit and Loss Account of the year in accordance with provisions
 of AS 30.
 
 The fair value of the option component has been determined using a
 valuation model. Refer to Note B.8.1 above on FCCBs for detailed
 disclosure on the valuation method.
 
 (d) There are no other financial assets/liabilities in the following
 categories:
 
 - Financial assets:
 
 - Carried at fair value through profit and loss designated at such at
 initial recognition.
 
 - Held to maturity
 
 - Available for sale (other than investment in Subsidiaries & Joint
 Venture)
 
 - Financial liabilities:
 
 - Carried at fair value through profit and loss designated as such at
 initial recognition.
 
 31.5 Nature and extent of risks arising from financial instrument
 
 The main financial risks faced by the Company relate to fluctuations in
 interest and foreign exchange rates, the risk of default by
 counterparties to financial transactions, and the availability of funds
 to meet business needs. The Balance Sheet as at December 31, 2010 is
 representative of the position through the year. Risk management is
 carried out by a central treasury department under the guidance of the
 Management.
 
 Credit risk
 
 Credit risk arises from cash and cash equivalents, financial
 instruments and deposits with banks and financial institutions.  Credit
 risk also arises from trade receivables and other financial assets.
 
 The credit risk arising from receivables is subject to concentration
 risk in that the receivables are predominantly denominated in USD and
 any appreciation in the INR will affect the credit risk. Further, the
 Company is not significantly exposed to geographical distribution risk
 as the counterparties operate across various countries across the
 Globe.
 
 Liquidity risk
 
 Liquidity risk is the risk that the Company will not be able to meet
 its financial obligations as they fall due. The Companys approach to
 managing liquidity is to ensure, as far as possible, that it will
 always have sufficient liquidity to meet its liabilities when due,
 under both normal and stressed conditions, without incurring
 unacceptable losses or risking damage to Companys reputation.
 Liquidity risk is managed using short term and long term cash flow
 forecasts.
 
 The following is an analysis of undiscounted contractual cash flows
 payable under financial liabilities and derivatives as at December 31,
 2010. (Figures in brackets relates to Previous Year)
 
 Foreign exchange risk
 
 The Company is exposed to foreign exchange risk principally via:
 
 - Debt availed in foreign currency
 
 - Net investments in subsidiaries and joint ventures in foreign
 currencies
 
 - Exposure arising from transactions relating to purchases, revenues,
 expenses etc to be settled in currencies other than ndian Rupees, the
 functional currency of the respective entities.
 
 31.6 Sensitivity analysis as at December 31, 2010
 
 Financial instruments affected by interest rate changes include Secured
 Long term loans from banks, Secured Long term loans from others,
 Secured Short term loans from banks and Unsecured Short term loans from
 banks. The impact of a 1% change in interest rates on the profit of an
 annual period will be Rs.76.53 Million (Previous year Rs 80.69 Million)
 assuming the loans as of December 31, 2010 continue to be constant
 during the annual period. This computation does not involve a
 revaluation of the fair value of loans as a consequence of changes in
 interest rates. The computation also assumes that an increase in
 interest rates on floating rate liabilities will not necessarily
 involve an increase in interest rates on floating rate financial
 assets.
 
 Financial instruments affected by changes in foreign exchange rates
 include FCCBs, External Commercial Borrowings (ECBs), investments in
 subsidiaries, loans in foreign currencies to erstwhile subsidiaries and
 loans to subsidiaries and joint ventures.  The Company considers US
 Dollar and the Euro to be principal currencies which require monitoring
 and risk mitigation. The Company is exposed to volatility in other
 currencies including the Great Britain Pounds (GBP) and the Australian
 Dollar (AUD).
 
 32. The previous years figures have been regrouped in line with the
 current year.
 
Source : Dion Global Solutions Limited
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