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Wockhardt
BSE: 532300|NSE: WOCKPHARMA|ISIN: INE049B01025|SECTOR: Pharmaceuticals
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Explore Wockhardt connections « Mar 10
Notes to Accounts Year End : Mar '11
1.  Exceptional items comprise of settlement of loans and disputed
 derivatives Rs. 1,130.05 million, crystallized derivative losses of Rs.
 1,843.79 million, reversal of marked to market provision Rs. 303.26
 million, amounts received on release of escrow on divestment of Animal
 Health Business Rs. 37.50 million and aggregate of Rs. 295.67 million
 towards provisions and loss of assets.  Exceptional items of previous
 period mainly comprises of Marked to Market/crystallised losses of Rs.
 10,986.96 million, profit on sale of animal health division Rs. 1,570.97
 million, profit on sale of intangible assets Rs. 156.43 million and gain
 on settlement of loan liability of Rs. 17.32 million.
 
 2.  SEGMENTAL REPORTING
 
 As the Company''s annual report contains both Consolidated and
 Standalone Financial Statements, segmental information is presented
 only on the basis of Consolidated Financial Statement. (Refer Note 23
 of Consolidated Financial statement).
 
 3.  Product Development Expenses of Rs. 929.93 million (Previous Period
 - Rs. 900.15 million) incurred during the year are considered as capital
 expenditure to be capitalized as intangible assets.
 
 4.  The Company has taken office premises on operating lease. These
 leave and license agreements are generally for a period not exceeding
 five years and are in most cases renewable by mutual consent, on
 mutually agreeable terms. There are no restrictions imposed by lease
 arrangements. There are no subleases.
 
 5.  In view of the losses incurred by the Company during the year,
 debenture redemption reserve has not been created and premium on
 redemption of preference snares has not been provided for.
 
 6.  ISSUE OF PREFERENCE SHARES AS PER CORPORATE DEBT RESTRUCTURING
 (CDR) SCHEME:
 
 (a) During the year, the Company has increased its authorised
 Preference Share Capital to Rs. 10,000 million from Rs. 8,000 million.
 
 (b) During the year under review, 153,275,327 preference shares of Rs. 5/
 - each fully paid up were issued pursuant to approved CDR package
 against various liabilities of the Company as per the details given
 below:
 
 (i) Nil (Upto Previous Period - 208,555,274) 0.01% Optionally
 Convertible Cumulative Redeemable Preference shares (OCCRPS Series 1),
 on the following terms and conditions:
 
 The Preference Share holders shall have the right to convert OCCRPS
 Series 1, along with accumulated dividend, into fully paid equity
 shares of the Company, in one or more tranches, commencing October 25,
 2015 till December 31, 2018, at conversion price as per the then
 applicable SEBI formula on the date of conversion. The said shares, in
 case not converted, shall get redeemed along with accumulated dividend
 on December 31, 2018 without any redemption premium. The Deemed Date of
 allotment is 25th October 2009.
 
 (ii) 22,386,344 (Upto Previous Period - 215,608,331) 0.01% Optionally
 Convertible Cumulative Redeemable Preference shares (OCCRPS Series 2),
 on the following terms and conditions:
 
 The Preference Share holders shall have the right to convert OCCRPS
 Series 2 along with accumulated dividend, into fully paid equity shares
 of the Company, in one or more tranches, commencing July 4, 2016 till
 December 31, 2018, at conversion price as per the then applicable SEBI
 formula on the date of conversion. The said shares, in case not
 converted, shall get redeemed along with accumulated dividend on
 December 31, 2018 without any redemption premium.
 
 (iii) Nil (Upto Previous Period - 208,555,274) 0.01% Non-Convertible
 Cumulative Redeemable Preference shares (NCRPS Series 1), which shall
 be redeemed at a premium of 38% of the face value along with cumulative
 dividend on December 31, 2018.
 
 (iv) 12,758,074 (Upto Previous Period - 19,507,036) 0.01%
 Non-Convertible Cumulative Redeemable Preference shares (NCRPS Series
 2), which shall be redeemed at a premium of 20% of the face value along
 with cumulative dividend on December 31, 2018.
 
 (v) 52,234,803 (Upto Previous Period - 503,086,106) 0.01%
 Non-Convertible Cumulative Redeemable Preference shares (NCRPS Series
 3), which shall be redeemed at a redemption premium calculated at 4%
 p.a. on simple basis along with cumulative dividend on December 31,
 2018.
 
 (vi) 45,896,106 (Upto Previous Period - 41,846,459) 0.01%
 Non-Convertible Cumulative Redeemable Preference shares (NCRPS Series
 4), which shall be redeemed along with cumulative dividend on September
 30, 2018. However, in case the Company exits CDR, the Preference Shares
 shall be redeemed at the point of exit.
 
 (vii) 20,000,000 (Upto Previous Period - 140,000,000) 0.01%
 Non-Convertible Cumulative Redeemable Preference shares (NCRPS Series
 5), which shall be redeemed at a premium of 20% of the face value along
 with cumulative dividend on March 31, 2019.
 
 7.  RELATED PARTY DISCLOSURES (a) Parties where control exists
 
 Wholly owned subsidiary companies (including step down subsidiaries)
 
 1.  Wockhardt UK Holdings Limited (formerly, Wockhardt UK Limited)
 
 2.  CP Pharmaceuticals Limited
 
 3.  CP Pharma (Schweiz) AG
 
 4.  Wallis Group Limited
 
 5.  The Wallis Laboratory Limited
 
 6.  Wockhardt Farmaceutica Do Brazil Ltda
 
 7.  Wallis Licensing Limited
 
 8.  Wockhardt Biopharm Limited
 
 9.  Vinton Healthcare Limited
 
 10.  Wockhardt Infrastructure Development Limited
 
 11.  Z&Z Services GmbH (formerly, esparma GmbH)
 
 12.  Wockhardt Europe Limited
 
 13.  Wockhardt Nigeria Limited
 
 14.  Wockhardt USA LLC w.e.f. October 3, 2008 (formerly, Wockhardt USA
 Inc.,)
 
 15.  Wockhardt EU Operations (Swiss) AG
 
 16.  Wockhardt UK Limited
 
 17.  Wockhardt Cyprus Limited
 
 18.  Wockpharma Ireland Limited
 
 19.  Pinewood Laboratories Limited
 
 20.  Nonash Limited
 
 21.  Atlantis USA Inc., (Dissolved on April 30, 2010)
 
 22.  Laboratoires Negma S.A.S.  (formerly, Negma Lerads S.A.S.)
 
 23.  Wockhardt France (Holdings) S.A.S.
 
 24.  esparma AG
 
 25.  Wockhardt Holding Corp
 
 26.  Morton Grove Pharmaceuticals, Inc.
 
 27.  MGP Inc.
 
 28.  Girex S.A.S.
 
 29.  Mazal Pharmaceutique S.A.R.L.
 
 30.  Laboratoires Pharma 2000 S.A.S.  (formerly, Pharma 2000 S.A.S.)
 
 31.  HaripharS.C
 
 32.  Niverpharma S.A.S.
 
 33.  Cap Dermatology S.A.R.L (merged with Niverpharma S.A.S. on
 November 2, 2010)
 
 34.  Negma Beneulex S.A.
 
 35.  S.C.I. Salome
 
 36.  DMH S.A.S. (Liquidated on March 25, 2011)
 
 37.  Phytex S.A.S.
 
 38.  Scomedia S.A.S.
 
 39.  Laboratoires Lerads S.A.S.
 
 Holding Company
 
 Khorakiwala Holdings and Investments Private Limited
 
 Associate Company
 
 Swiss Biosciences AG
 
 (b) Other related party relationships where transactions have taken
 place during the year Enterprises over which Key Managerial Personnel
 exercise significant influence
 
 Palanpur Holdings and Investments Private Limited Wockhardt Hospitals
 Limited Merind Limited
 
 Fellow Subsidiary
 
 Carol Info Services Limited
 
 Key managerial personnel
 
 Dr. H F Khorakiwala, Chairman
 
 Dr. Huzaifa Khorakiwala, Executive Director
 
 Dr. Murtaza Khorakiwala, Managing Director
 
 Rajiv B. Gandhi, Whole Time Director (upto March 31, 2010)
 
 8.  Provision for Sales Return on Date Expiry - opening balance Rs.
 105.41 million (Previous Period - Rs. 92.24 million), additions during
 the year Rs. 106.24 million (Previous Period - Rs. 120.29 million),
 utilised during the year Rs. 103.28 million (Previous Period -Rs. 107.12
 million), closing balance Rs. 108.37 million (Previous Period -Rs. 105.41
 million).
 
 Provision has been recognised for expected sales return on date expiry
 of products sold during last two years. It is expected that all of this
 would be incurred within two years of the balance sheet date.
 
 9.  Corporate Debt Restructuring (CDR) Scheme is effective from April
 15, 2009. The outstanding liabilities of the Company are substantially
 restructured under the aegis of CDR Scheme, which extends till 2018.
 The CDR Scheme comprehensively covers the FCCB liabilities and
 crystallized derivative/hedging liabilities.
 
 10.  Pursuant to approval of the Board vide resolution dated January
 12, 2011 and of the Hon''ble High Court of Delhi vide its order dated
 April 28, 2011, the Scheme of Arrangement u/s. 391 to 394 of the
 Companies Act, by way of demerger of Nutrition Business of Vinton
 Healthcare Limited (a wholly owned subsidiary of Wockhardt Limited) in
 to Wockhardt Limited has been accordingly given effect to. The
 appointed date for the Scheme was January 1, 2011.  As per the Scheme
 of Demerger, Wockhardt Limited - (1) acquired certain assets (Rs.
 2,954.14 million) and liabilities (Rs. 4.42 million) of Vinton Healthcare
 Limited at book value (2) cancelled proportionate investments in
 preference shares (Rs. 76.86 million) of Vinton Healthcare Limited (3)
 adjusted loan given to Vinton Healthcare Limited of Rs. 1,164.18 million
 and (4) credited, excess of book value of net assets acquired over
 adjusted value of investments/loans, to general reserve amounting toRs.
 1,752.76 million.
 
 11.  Estimated amount of contracts remaining to be executed on capital
 account and not provided for Rs. 328.67 million (Previous Period - Rs.
 43.65 million) after deducting advance on capital account of Rs. 88.19
 million (Previous Period - Rs. 57.68 million).
 
 12.  CONTINGENT LIABILITIES NOT PROVIDED FOR:
 
 (a) Demands by Central Excise authorities in respect of Classification/
 Valuation/Cenvat Credit related disputes; stay orders have been
 obtained by the Company in case of demands which have been confirmed Rs.
 51.80 million (Previous Period - Rs. 51.80 million).
 
 (b) Demand by Income tax authorities Rs. 773.53 million (Previous Period
 - Rs. 815.90 million) disputed by the Company.
 
 (c) Corporate Guarantee given on behalf of various subsidiaries in
 respect of bank facilities amounts to Rs. 12,374.93 million (Previous
 Period -Rs. 12,452.95 million).
 
 This includes corporate guarantee given by the Company and Wockhardt UK
 Holdings Limited against loan of USD
 250 million (Rs. 11,152.50 million) taken by Wockhardt EU Operations
 (Swiss) AG in earlier years. The said loan is being
 rescheduled and lenders aggregating 69% of the loan value have acceded
 to the reschedulement.
 
 Out of Rs. 11,152.50 million loan availed by a subsidiary, loan of Rs.
 4,505.61 million is secured by:
 
 (i) first ranking pari-passu charge on movable and immovable properties
 of Wockhardt Limited situated at Kadaiya in
 
 Daman and Baddi in Himachal Pradesh; (ii) second ranking charge by way
 of hypothecation on all the inventories and book debts of Wockhardt
 Limited; (iii) subservient charge on movable properties of Wockhardt
 Limited situated at Bhimpore (Daman), Ankleshwar, L-1, D-4,
 
 Chikhalthana and Biotech Park, Waluj Aurangabad (except book debts &
 current assets); (iv) subservient charge on movable properties of
 Wockhardt Infrastructure Development Limited situated at Shendra,
 
 Aurangabad;
 
 and balance loan of Rs. 6,646.89 million is secured by: (i) first ranking
 pari-passu charge on movable and immovable properties of Wockhardt
 Limited situated at Kadaiya in
 Daman and Baddi in Himachal Pradesh; (ii) second ranking charge by way
 of hypothecation on all the inventories and book debts of Wockhardt
 Limited.
 
 (d) In view of the losses incurred by the Company, no provision for
 dividend on Non Convertible Cumulative Redeemable Preference shares
 (NCRPS) Series 1 to 5 of Rs. 0.55 million and Optionally Convertible
 Cumulative Redeemable Preference Shares (OCCRPS) Series 1 to 2 of Rs.
 0.26 million, has been made by the Company as on March 31, 2011.
 
 (e) Certain derivative/hedging contracts entered into prior to March
 31,2010 had been unilaterally terminated by the banks/financial
 institutions. The Company has disputed the same and continues to treat
 the demand of Rs. 3,322.51 million [including a demand of Rs. 669.15
 million as guarantor for derivatives contracts executed in a
 subsidiary] (Previous Period - Rs. 8,483.22 million) as a contingent
 liability and has not acknowledged as a debt, since the liability
 cannot be currently ascertained even on a best effort basis till the
 final outcome of the matter.
 
 The Company is of the view that these are contingent liabilities as
 these arise from past events and existence of which will be confirmed
 only by the occurrence or non-occurrence of one or more uncertain
 future events not wholly within the control of the Company and
 therefore, has not acknowledged these claims against Company as debts.
 
 (f) The Group is involved in other disputes, lawsuits, claims, inquires
 and proceedings, including commercial matters that arise from time to
 time in the ordinary course of business. The group believes that there
 are no such pending matters that are expected to have any material
 adverse effect on its financial statements in any given accounting
 period.
 
 Winding-up petitions have been filed by certain lenders/banks in the
 Bombay High Court and the Company has filed affidavit in reply. ICICI
 Bank, as empowered by CDR and Employee Union have filed intervention
 application against the winding-up.  The matter is subjudice and
 outcome of which cannot be currently ascertained.
 
 13.  Zero Coupon Foreign Currency Convertible Bonds (FCCBs) along with
 premium were due for repayment in October, 2009. On March 11, 2011 the
 Hon''ble High Court of Bombay, admitted the winding-up petition filed by
 the Trustees to the Foreign Currency Convertible Bonds (FCCBs) issued
 by the Company. Pursuant to an appeal filed by the Company the
 divisional bench of the Hon''ble Bombay High Court has granted an
 ad-interim relief while requiring the Company to deposit a sum of Rs.
 1,150 million with the Court, which has been complied with.
 
 14.  PREVIOUS YEAR COMPARATIVES
 
 The current year annual accounts and reports of the Company are for a
 period of 12 months commencing from April 1, 2010 and ending on March
 31, 2011. The figures in respect of the previous period relate to 15
 months ended March 31, 2010. Further, as referred to in Note No. 33,
 the figures for the year ended March 31, 2011 are after considering the
 effect of the demerger of Nutrition Business of Vinton Healthcare
 Limited. Hence, figures for the two periods are not comparable.
 
 15.  Previous period figures have been regrouped to confirm to current
 year''s presentation.
Source : Dion Global Solutions Limited
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