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.
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