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.
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