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Notes to Accounts of FDC Ltd.

Mar 31, 2023

*There is no amount due from director, other officers of the Company or firms in which any director is a partner or private companies in which any director is a director or member at anytime during the reporting period.

The Company has complied with the provisions of section 2(87) of the Companies Act, 2013 read with the Companies (Restriction on number of layers)Rules, 2017.

The Company has not entered with any Scheme(s) of arrangement in terms of sections 230 to 237 of the Companies Act, 2013.

To the best of our knowledge and belief no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries") with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries). The Company has not received any fund from any party(s) (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

To the best of our knowledge and belief, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(a) There are no trade or other receivables which are due from directors or other officers of the Company either severally or jointly with any other person or from firms or private companies respectively in which any director is a partner, a director or a member.

(b) For terms and conditions relating to related party receivables, refer note 46.

(c) Trade receivables are usually non-interest bearing and are generally on credit terms upto 120 days.The Company''s term includes charging of interest for delayed payment beyond agreed credit days. Company charges interest for delayed payments in certain cases depending on factors, such as market conditions and past realization trend.

(d) For explanations on the Company''s credit risk management processes, refer note 38.

(e) The Company follows life time expected credit loss model. accordingly, deterioration in credit risk is not required to be evaluated annually.

(f) Refer note 39 for accounting policies on financial instruments.

(g) There are no unbilled receivables, hence the same is not disclosed in the ageing schedule as below.

* For the year ended March 31,2023 & March 31,2022, the Company has recorded for impairment of loan given to Fair Deal Corporation Pharmaceuticals SA (Pty) Limited.

There are no trade or other receivables which are due from directors or other officers of the Company either severally or jointly with any other person or from firms or private companies respectively in which any director is a partner, a director or a member.

The Company has complied with the provision section 2(87) of the Companies Act, 2013 read with the Companies (Restriction on number of Layers) Rules, 2017.

The Company has not entered with any Scheme(s) of arrangement in terms of sections 230 to 237 of the Companies Act, 2013.

No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries") with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries). The Company has not received any fund from any party(s) (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(b) Terms/rights attached to equity shares

The Company has one class of equity shares having a par value of ''1 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividend in Indian Rupees. The final dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

During the year ended March 31,2023, the amount of per share interim dividend paid as distribution to equity shareholders is '' Nil (Previous year - '' Nil per share).

The Company had cancelled 31,45,000 forfeited equity shares of ''0.25/- each containing total amount of '' 7.86 Lakhs of forfeited equity shares and the same was by approved by shareholders in the annual general meeting held on September 27, 2019 by way of ordinary resolution. The forfeited capital amount has been transferred to Capital reserve as per the applicable provisions of Companies Act, 2013.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company. The distribution will be in proportion to the number of equity shares held by the shareholders.

The Board of Directors, at its meeting held on February 09, 2022 had approved a proposal of the Company to buy-back its 29,00,000 fully paid-up equity shares of face value of '' 1 each from the eligible equity shareholders of the Company who have validly tendered their shares. The buy-back was offered to all eligible equity shareholders of the Company on proportionate basis through the "Tender offer" route in accordance with SEBI (Buy-back of Securities) Regulations, 2018. The Buyback of equity shares through the stock exchange commenced on April 12, 2022 and was completed on April 27, 2022 and the Company bought back and extinguished a total of 29,00,000 equity shares at a price of '' 475 per equity share, comprising of 1.72% of pre-buyback paid up equity share capital of the Company. The buyback resulted in a cash outflow of '' 13,775 Lakhs (excluding transaction cost). The Company funded the Buyback from its General reserve. In accordance with Section 69 of the Companies Act, 2013, as at results approved for the period ended June 30, 2022, the Company has credited ''Capital Redemption Reserve’ with an amount of '' 29 Lakhs, being amount equivalent to the nominal value of the Equity Shares bought back as an appropriation from General Reserve.

The Board of Directors, at its meeting held on August 7, 2020 had approved a proposal of the Company to buy-back its 21,63,000 fully paid-up equity shares of face value of '' 1 each from the eligible equity shareholders of the Company who have validly tendered their shares. The buy-back was offered to all eligible equity shareholders of the Company on proportionate basis through the "Tender offer" route in accordance with SEBI (Buy-back of Securities) Regulations, 2018. The Buyback of equity shares through the stock exchange commenced on September 16, 2020 and was completed on September 29, 2020 and the Company bought back and extinguished a total of 21,63,000 equity shares at a price of '' 450 per equity share, comprising of 1.27% of pre-buyback paid up equity share capital of the Company. The buyback resulted in a cash outflow of '' 9,733.50 Lakhs (excluding transaction cost). The Company funded the Buyback from its General reserve. In accordance with Section 69 of the Companies Act, 2013, as at results approved for the period ended December 31,2020, the Company has credited ''Capital Redemption Reserve’ with an amount of '' 21.63 Lakhs, being amount equivalent to the nominal value of the Equity Shares bought back as an appropriation from General Reserve.

*The Board of Directors, at its meeting held on February 9, 2022 had approved a proposal of the Company to buy-back its 29,00,000 fully paid-up equity shares of face value of '' 1 each from the eligible equity shareholders of the Company who have validly tendered their shares. The buy-back was offered to all eligible equity shareholders of the Company on proportionate basis through the "Tender offer" route in accordance with SEBI (Buy-back of Securities) Regulations, 2018. The Buyback of equity shares through the stock exchange commenced on April 12, 2022 and was completed on April 27, 2022 and the Company bought back and extinguished a total of 29,00,000 equity shares at a price of '' 475 per equity share, comprising of 1.72% of pre-buyback paid up equity share capital of the Company. The buyback resulted in a cash outflow of '' 13,775 Lakhs (excluding transaction cost). The Company funded the Buyback from its General reserve. In accordance with Section 69 of the Companies Act, 2013, as at results approved for the period ended June 30, 2022, the Company has credited ''Capital Redemption Reserve’ with an amount of '' 29 Lakhs, being amount equivalent to the nominal value of the Equity Shares bought back as an appropriation from General Reserve.

Nature and purpose of Reserves

(a) Capital redemption reserve

As per Companies Act, 2013, Capital redemption reserve is created when Company purchases its own shares out of free reserves or securities premium. A sum equal to the nominal value of the shares so purchased is transferred to capital redemption reserve.

(b) Capital reserve

As per Companies Act, 2013, Capital reserve is created when Company cancelled its own shares.

(c) General reserve

The General reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. As the General reserve is created by the transfer from one component of equity to another and is not item of other comprehensive income.

(d) Retained earnings

Retained earnings are the profits/ (losses) that the Company has earned till date, less any transfer to general reserve, dividends or other distribution paid to shareholders. Retained earnings includes re-measurement loss / (gain) on defined benefit plans, net of taxes that will not be reclassified to statement of profit and loss. Retained earnings is a free reserve available to the Company.

(e) Other comprehensive income

The Company has elected to recognise changes in the fair value of investments in equity instruments in other comprehensive income. These changes are accumulated within the FVTOCI equity investments within equity. The balance in other comprehensive income is transferred to retained earnings on disposal of the investment.

W3M FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES :

Risk Management is an integral part of the Company''s plans and operations. While the Company has a proven ability to successfully take on challenges, the efforts are to become even more proactive in recognising and managing risks, through an organized framework. The Company recognises risk management as an integral component of good corporate governance and fundamental in achieving it''s strategic and operational objectives.

The Company, through its Board of Directors, has constituted a Risk Management Committee, consisting of majority of Board members. The Board has defined the roles and responsibilities of the Risk Management Committee and may delegate monitoring and reviewing of the Risk Management plan, to the Committee, and such other functions as it may deem fit.

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk. Financial instruments affected by market risk include deposits, FVTOCI investments and FVTPL investments.

The Company has designed risk management framework to control various risks effectively to achieve the business objectives. This includes identification of risk, its assessment, control and monitoring at timely intervals.

a Interest rate risk:

Interest rate risk is the loss of fair value of future earnings of financial instruments because of changes in market interest rates. Investment committee manages and constantly reviews the interest rate movements in the market in order to optimise the Company’s interest income. The Company does not have any exposure to floating rate financial instruments.

b Foreign Currency Risk :

Foreign currency risk is the loss of fair value of future earnings of financial instruments because of changes in foreign exchange rates. The Company’s exposure to the risk of changes in foreign exchange rates relates primarily to the Company’s operating activities (when revenue or expense is denominated in a foreign currency).

c Equity price risk :

Equity Price Risk is related to the change in market reference price of the investments in equity securities. The fair value of some of the Company’s investments measured at fair value through other comprehensive income exposes the Company to equity price risks. These investments are subject to changes in the market price of securities. The fair value of Company’s investment in quoted equity securities as of March 31, 2023 and 2022 was '' 1,375.81 Lakhs and '' 4,467.04 Lakhs, respectively. A 10% change in equity price as of March 31,2023 and 2022 would result in a pre- tax impact of '' 137.58 Lakhs and '' 446.70 Lakhs, respectively.

Foreign currency sensitivity

The following table demonstrate the sensitivity to a reasonably possible change in USD rate, with all other variables held constant. The impact on the Company’s profit before tax is due to changes in the fair value of monetary assets and liabilities. The Company’s exposure to foreign currency changes for all other currencies is not material.

Credit risk is the risk of possible default by the counter party resulting in a financial loss. The Company manages its credit risk through various internal policies and procedure set forth for effective control over credit exposure. Major credit risk at the reporting date is from trade receivables. Trade receivables are managed by way of setting various parameters like credit limit, evaluation of financial condition before supply, supply terms, industry trends, ageing analysis.Concentration of credit risk with respect to trade receivables are limited, due to the Company’s customer base being large and diverse. All trade receivables are reviewed and assessed for default on a quarterly basis. Our historical experience of collecting receivables indicate a low credit risk. Hence, trade receivables are considered to be a single class of financial assets.

The Company maintains exposure in cash and cash equivalents, term deposits with banks, investments in equity instruments, money market liquid mutual funds, Bonds and Non-Convertiable debentures with financial institutions. The Company has set counterparty limits based on multiple factors including financial position, credit rating, etc.

The Company has oustanding inter-corporate loans to its subsidiaries amounting to '' 2,115.20 Lakhs as at March 31,2023 (Previous year : '' 1,586.00 Lakhs).

The Company’s maximum exposure to credit risk as at March 31,2023 and March 31,2022 is the carrying value of each class of financial asset.

Liquidity Risk:

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s 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 the Company’s reputation.

The Company manages liquidity risk by maintaining adequate reserves, by continuously monitoring forecast and actual cash flows and matching the maturity profiles of the financial assets and liabilities.

The management assessed that cash and cash equivalents, trade receivables, loans, trade payables, other financial assets and other financial liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.

The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values:

The fair values of quoted equity instruments are derived from quoted market prices in active markets.

* Measurement of fair value for level 2 investments

Valuation technique used by company for measuring level 2 fair value for financial instruments measured at fair value in statement of profit and loss is as follows -

Discounted cash flows: The valuation model considers present value of expected receipt/payments using appropriate discounting rates.

There have been no transfers between Level 1 and Level 2 during the period.

EM CAPITAL MANAGEMENT

Capital includes equity attributable to the equity holders to ensure that it maintains an efficient capital structure and healthy capital ratios in order to support its business and maximize shareholder value. The Company manages its capital structure and makes adjustments to it, in light of changes in economic conditions or its business requirements. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. No changes were made in the objectives, policies or processes during the year ended March 31,2023 and March 31,2022.

The Company maintains a strong capital base and the primary objective of Company’s capital management is to maximize the shareholder value.

The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. Net debt is calculated as loans and borrowings less cash and cash equivalents. Based on this, Company is a debt free Company and would like to remain debt free.

The Company does not have any interest bearing loans and borrowings in the current year as well as previous year.

E9 CONTINGENT LIABILITIES AND COMMITMENTS (TO THE EXTENT NOT PROVIDED FOR)

('' in Lakhs)

As at

March 31, 2023

As at

March 31, 2022

Contingent Liabilities

a. Disputed tax matters

Income tax (Appealed by the Company)

4,122.52

3,578.04

GST (Appealed by the Company)

76.46

14.19

Sales tax (Appealed by the Company)

117.90

117.90

b. In respect of guarantees given by banks for performance obligations (Refer note 5 & 12)

485.28

602.72

c. Letter of credit issued by bankers

372.12

438.72

d. Estimated amount of duty payable on export obligation against oustanding advance licences

65.05

201.47

e. During the year 2013-14, the Company had received notices of demand (including interest) from the National Pharmaceutical Pricing Authority, Government of India, on account of alleged overcharging in respect of certain formulations under the Drugs (Prices Control) Order, 1995. The Company had filed writ petition before the Hon’ble Supreme Court of India for stay of demand and other matters. The Hon’ble Supreme Court then passed order restraining the Government from taking any coercive action against the Company. The said Writ petition was disposed of in July 2016, with a liberty to the Writ Petitioners to approach the appropriate High Courts for relief, challenging the impugned demand notice issued by Union of India. The Company has filed a writ petition with Delhi High Court in August 2016 for which the Company has deposited 50% of overcharged amount with NPPA. The Company has also simultaneously filed a revision petition with NPPA, hence no provision is considered necessary in respect of the amount majorly being the interest component.

713.75

675.13

Commitments

Estimated amount of capital contracts remaining to be executed and not provided for (net of advances paid)

3,207.77

10,984.39

E3 the code on social SECURITY, 2020

The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the Company towards Provident Fund and Gratuity. The effective date from which the changes are applicable is yet to be notified and the rules for quantifying the financial impact are yet to be framed. The Company is in the process of carrying out the evaluation and will give appropriate impact in the financial statements in the period in which the Code becomes effective and the related rules to determine the financial impact are published.

X. A Quantitive Sensitivity Analysis for significant assumption as at March 31, 2023 is as shown below:

The sensitivity analysis have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant.

The sensitivity analysis presented below may not be representative of the actual change in the Defined Benefit Obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

Furthermore, in presenting the above sensitivity analysis, the present value of the Defined Benefit Obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same method as applied in calculating the Defined Benefit Obligation as recognised in the balance sheet.

XI. Salary Escalation Rate

The estimates of future supply increase considered in actuarial valuation is taken on account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

XII. Basis used to determine Rate of Return on Plan Assets

The rate of return on Plan Assets is based on expectation of the average long term rate of return expected on investments of the fund during the estimated term of the obligations.

XIII. The Company expects to contribute '' 326.39 Lakhs to gratuity in next year (Previous year - '' 208.98 Lakhs).

The liability for Leave Encashment as at the year end is '' 1,757.88 Lakhs (Previous year - '' 1,707.59 Lakhs) and provision for sick leave as at the year end is '' 251.98 Lakhs (Previous year - ''126.14 Lakhs).

EM SEGMENT INFORMATION:

Primary segment information

The Company is engaged in pharmaceutical business which as per Ind AS 108 - "Operating Segments" is considered the only business segment.

Secondary segment information

The Company’s operating divisions are managed from India. The principal geographical areas in which the Company operates are India, USA and others. The country-wise segmentation is not relevant as exports to individual countries are not more than 10% of enterprise revenue.

Terms and conditions of transactions with related parties

The sales to related parties are made on terms equivalent to those that prevail in arm’s length transactions. Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash. There have been no guarantees provided or received for any related party receivables or payables. This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.

O DISCLOSURE UNDER IND AS 116 - LEASES

The Company’s significant leasing arrangements are in respect of godowns/ office premises taken on operating lease basis. These leasing arrangements, which are cancellable, range between 1 year and 5 years generally, or longer, and are usually renewable by mutual consent on mutually agreeable terms. There are certain agreements which provide for increase in rent. There are no subleases. There are no contingent rents.

50 The Company does not have any long-term contracts including derivative contracts for which there are any material

foreseeable losses.

51 Struck off Company:

The Company does not have any transactions with companies struck- off under section 248 of the Companies Act, 2013 or

section 560 of Companies Act, 1956.

52 Other Notes

(a) The Company does not have any benami property, where any proceeding has been initiated or pending against the Company for holding any benami property.

(b) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

(c) The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.

(d) Consequent to the issuance of "Guidance Note on Division II -Ind AS Schedule III to the Companies Act, 2013", certain items of financial statements have been regrouped/reclassified. Previous year’s figures have been regrouped/reclassified wherever necessary to correspond with the current year’s classification/disclosure.


Mar 31, 2022

* There is no amount due from director, other officers of the Company or firms in which any director is a partner or private companies in which any director is a director or member at anytime during the reporting period.

The Company has complied with the provisions of section 2(87) of the Companies Act, 2013 read with the Companies (Restriction on number of layers)Rules, 2017.

The Company has not entered with any Scheme(s) of arrangement in terms of sections 230 to 237 of the Companies Act, 2013.

No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries") with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries). The Company has not received any fund from any party(s) (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

During the year ended March 31,2022, '' 1,030.25 Lakhs (Previous year - '' 1,001.93 Lakhs) was charged to the statement of profit and loss on account of damaged and slow moving inventories.

The above includes inventories held by third parties amounting to '' NIL (March 31,2021 - '' NIL)

No Inventories are hypothecated with the bankers against working capital limits.

(a) There are no trade or other receivables which are due from directors or other officers of the Company either severally or jointly with any other person or from firms or private companies respectively in which any director is a partner, a director or a member.

(b) For terms and conditions relating to related party receivables, refer note 46.

(c) Trade receivables are usually non-interest bearing and are generally on credit terms upto 120 days.The Company''s term includes charging of interest for delayed payment beyond agreed credit days. Company charges interest for delayed payments in certain cases depending on factors, such as, market conditions and past realisation trend.

(d) For explanations on the Company''s credit risk management processes, refer note 38.

(e) The Company follows life time expected credit loss model. accordingly, deterioration in credit risk is not required to be evaluated annually.

(f) Refer note 39 for accounting policies on financial instruments.

(g) There are no unbilled receivables, hence the same is not disclosed in the ageing schedule as below.

(h) Trade receivables ageing schedule Current.

*For the year ended March 31, 2022 & March 31, 2021, the Company has recorded for impairment of loan given to Fair Deal Corporation Pharmaceuticals SA (Pty) Limited.

There are no trade or other receivables which are due from directors or other officers of the Company either severally or jointly with any other person or from firms or private companies respectively in which any director is a partner, a director or a member.

The Company has complied with the provision section 2(87) of the Companies Act, 2013 read with the Companies (Restriction on number of Layers) Rules, 2017.

The Company has not entered with any Scheme(s) of arrangement in terms of sections 230 to 237 of the Companies Act, 2013.

No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries") with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries). The Company has not received any fund from any party(s) (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

During previous year the Company classified freehold land of '' 88.45 Lakhs (NBV- '' 88.45 Lakhs) and Building of '' 403.36 Lakhs (NBV- '' 327.34 Lakhs) of Bhiwandi depot as assets held for sale since the Company planned to acquire bigger facility. Same is disposed off during the current financial year. Gain on such disposal recognized in Statement of Profit and Loss is '' 79.22 Lakhs in the current financial year.

(b) Terms/rights attached to equity shares

The Company has one class of equity shares having a par value of '' 1 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividend in Indian Rupees. The final dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

During the year ended March 31,2022, the amount of per share interim dividend paid as distribution to equity shareholders is '' Nil (Previous year - '' Nil per share).

The Company had cancelled 31,45,000 forfeited equity shares of '' 0.25/- each containing total amount of '' 7.86 Lakhs of forfeited equity shares and the same was by approved by shareholders in the annual general meeting held on September 27, 2019 by way of ordinary resolution. The forfeited capital amount has been transferred to Capital reserve as per the applicable provisions of Companies Act, 2013.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company. The distribution will be in proportion to the number of equity shares held by the shareholders.

The Board of Directors, at its meeting held on February 09, 2022 had approved a proposal of the Company to buy-back its 29,00,000 fully paid-up equity shares of face value of '' 1 each from the eligible equity shareholders of the Company who have validly tendered their shares. The buy-back was offered to all eligible equity shareholders of the Company on proportionate basis through the "Tender offer" route in accordance with SEBI (Buy-back of Securities) Regulations, 2018. The Buyback of equity shares through the stock exchange commenced on April 12, 2022 and was completed on April 27, 2022 and the Company bought back and extinguished a total of 29,00,000 equity shares at a price of '' 475 per equity share, comprising of 1.72% of pre-buyback paid up equity share capital of the Company. The buyback resulted in a cash outflow of '' 13,775 Lakhs (excluding transaction cost). The Company funded the Buyback from its General reserve.

The Board of Directors, at its meeting held on August 7, 2020 had approved a proposal of the Company to buy-back its 21,63,000 fully paid-up equity shares of face value of '' 1 each from the eligible equity shareholders of the Company who have validly tendered their shares. The buy-back was offered to all eligible equity shareholders of the Company on proportionate basis through the "Tender offer" route in accordance with SEBI (Buy-back of Securities) Regulations, 2018. The Buyback of equity shares through the stock exchange commenced on September 16, 2020 and was completed on September 29,

2020 and the Company bought back and extinguished a total of 21,63,000 equity shares at a price of '' 450 per equity share, comprising of 1.27% of pre-buyback paid up equity share capital of the Company. The buyback resulted in a cash outflow of '' 9,733.50 Lakhs (excluding transaction cost). The Company funded the Buyback from its General reserve. In accordance with Section 69 of the Companies Act, 2013, as at results approved for the period ended December 31, 2020, the Company has credited ''Capital Redemption Reserve’ with an amount of '' 21.63 Lakhs, being amount equivalent to the nominal value of the Equity Shares bought back as an appropriation from General Reserve.

*The Board of Directors, at its meeting held on February 9, 2022 had approved a proposal of the Company to buy-back its 29,00,000 fully paid-up equity shares of face value of '' 1 each from the eligible equity shareholders of the Company who have validly tendered their shares. The buy-back was offered to all eligible equity shareholders of the Company on proportionate basis through the "Tender offer" route in accordance with SEBI (Buy-back of Securities) Regulations, 2018. The Buyback of equity shares through the stock exchange commenced on April 12, 2022 and was completed on April 27, 2022 and the Company bought back and extinguished a total of 29,00,000 equity shares at a price of '' 475 per equity share, comprising of 1.72% of pre-buyback paid up equity share capital of the Company. The buyback resulted in a cash outflow of '' 13,775 Lakhs (excluding transaction cost). The Company funded the Buyback from its General reserve.

Nature and purpose of Reserves (a) Capital redemption reserve

As per Companies Act, 2013, Capital redemption reserve is created when Company purchases its own shares out of free reserves or securities premium. A sum equal to the nominal value of the shares so purchased is transferred to capital redemption reserve.

(b) Capital reserve

As per Companies Act, 2013, Capital reserve is created when Company cancelled its own shares.

(c) General reserve

The General reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. As the General reserve is created by the transfer from one component of equity to another and is not item of other comprehensive income.

(d) Retained earnings

Retained earnings are the profits/ (losses) that the Company has earned till date, less any transfer to general reserve, dividends or other distribution paid to shareholders. Retained earnings includes re-measurement loss / (gain) on defined benefit plans, net of taxes that will not be reclassified to statement of profit and loss. Retained earnings is a free reserve available to the Company.

(e) Other comprehensive income

The Company has elected to recognise changes in the fair value of investments in equity instruments in other comprehensive income. These changes are accumulated within the FVTOCI equity investments within equity. The balance in other comprehensive income is transferred to retained earnings on disposal of the investment.

(i) Trade payables include amount payable to vendors and accrual of expenses that are expected to be settled in the Company''s normal operating cycle or due to be settled within twelve months from the reporting date.

(ii) For explanations on the Company''s liquidity risk management processes Refer note 38.

(iii) Disclosure under the Micro, Small and Medium enterprises Development Act, 2006 is provided as under for the year 2021-22, to the extent the Company has received intimation from the "Suppliers" regarding their status under the Act :

EJ FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES :

Risk Management is an integral part of the Company''s plans and operations. While the Company has a proven ability to successfully take on challenges, the efforts are to become even more proactive in recognising and managing risks, through an organized framework. The Company recognises risk management as an integral component of good corporate governance and fundamental in achieving it''s strategic and operational objectives.

The Company, through its Board of Directors, has constituted a Risk Management Committee, consisting of majority of Board members. The Board has defined the roles and responsibilities of the Risk Management Committee and may delegate monitoring and reviewing of the Risk Management plan, to the Committee, and such other functions as it may deem fit.

Market Risk :

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk. Financial instruments affected by market risk include deposits, FVTOCI investments and FVTPL investments.

The Company has designed risk management framework to control various risks effectively to achieve the business objectives. This includes identification of risk, its assessment, control and monitoring at timely intervals.

a Interest rate risk :

Interest rate risk is the loss of fair value of future earnings of financial instruments because of changes in market interest rates. Investment committee manages and constantly reviews the interest rate movements in the market in order to optimise the Company’s interest income. The Company does not have any exposure to floating rate financial instruments.

b Foreign Currency Risk :

Foreign currency risk is the loss of fair value of future earnings of financial instruments because of changes in foreign exchange rates. The Company''s exposure to the risk of changes in foreign exchange rates relates primarily to the Company''s operating activities (when revenue or expense is denominated in a foreign currency).

c Equity price risk :

Equity Price Risk is related to the change in market reference price of the investments in equity securities. The fair value of some of the Company''s investments measured at fair value through other comprehensive income exposes the Company to equity price risks. These investments are subject to changes in the market price of securities. The fair value of Company''s investment in quoted equity securities as of March 31,2022 and 2021 was '' 4,467.04 Lakhs and '' 2,060.60 Lakhs, respectively. A 10% change in equity price as of March 31,2022 and 2021 would result in a pre- tax impact of '' 446.70 Lakhs and '' 206.06 Lakhs, respectively.

(Note: The impact is indicated on equity before consequential tax impact, if any).

Credit Risk :

Credit risk is the risk of possible default by the counter party resulting in a financial loss. The Company manages its credit risk through various internal policies and procedure set forth for effective control over credit exposure. Major credit risk at the reporting date is from trade receivables. Trade receivables are managed by way of setting various parameters like credit limit, evaluation of financial condition before supply, supply terms, industry trends, ageing analysis.Concentration of credit risk with respect to trade receivables are limited, due to the Company’s customer base being large and diverse. All trade receivables are reviewed and assessed for default on a quarterly basis. Our historical experience of collecting receivables indicate a low credit risk. Hence, trade receivables are considered to be a single class of financial assets.

The Company maintains exposure in cash and cash equivalents, term deposits with banks, investments in equity instruments, money market liquid mutual funds, Bonds and Non-Convertiable debentures with financial institutions. The Company has set counterparty limits based on multiple factors including financial position, credit rating, etc.

The Company has oustanding inter-corporate loans to its subsidiaries amounting to '' 1,586.00 Lakhs as at March 31, 2022 (Previous year : '' 1057.25 Lakhs).

The Company’s maximum exposure to credit risk as at March 31,2022 and 31st March, 2021 is the carrying value of each class of financial asset.

Liquidity Risk:

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s 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 the Company’s reputation.

The Company manages liquidity risk by maintaining adequate reserves, by continuously monitoring forecast and actual cash flows and matching the maturity profiles of the financial assets and liabilities.

The management assessed that cash and cash equivalents, trade receivables, loans, trade payables, other financial assets and other financial liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.

The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values:

The fair values of quoted equity instruments are derived from quoted market prices in active markets.

Fair Value hierarchy

Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable.

Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly unobservable.

* Measurement of fair value for level 2 investments

Valuation technique used by company for measuring level 2 fair value for financial instruments measured at fair value in statement of profit and loss is as follows -

Discounted cash flows: The valuation model considers present value of expected receipt/payments using appropriate discounting rates.

There have been no transfers between Level 1 and Level 2 during the period.

n CAPITAL MANAGEMENT

Capital includes equity attributable to the equity holders to ensure that it maintains an efficient capital structure and healthy capital ratios in order to support its business and maximise shareholder value. The Company manages its capital structure and makes adjustments to it, in light of changes in economic conditions or its business requirements. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. No changes were made in the objectives, policies or processes during the year ended March 31,2022 and March 31,2021.

The Company maintains a strong capital base and the primary objective of Company’s capital management is to maximise the shareholder value.

The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. Net debt is calculated as loans and borrowings less cash and cash equivalents. Based on this, Company is a debt free Company and would like to remain debt free.

The Company does not have any interest bearing loans and borrowings in the current year as well as previous year.

1. Net profit ratio - Net Profit ratio was lower on account of input cost pressure and other expenses reaching pre-covid levels partly mitigated by calibrated price hike.

2. Return on capital employed - Decrease in return on capital employed is mainly on account of decrease in profits during the year.

3. Return on equity ratio - Decrease in return on equity is mainly on account of decrease in profits during the year.

4. Trade receivables turnover ratio - Trade receivables turnover ratio improved due to better collections.

5. Trade payable turnover ratio - Trade payable turnover ratio improved on account of improvement in credit period.

6. Return on investment - There was substantial movement in share price in FY 2021 hence the Return on investment higher compared to current year.

ECT CONTINGENT LIABILITIES AND COMMITMENTS (TO THE EXTENT NOT PROVIDED FOR)

('' in Lakhs)

As at

March 31, 2022

As at

March 31, 2021

Continaent Liabilities

a. Disputed tax matters

Income tax (Appealed by the Company)

3,578.04

2,074.57

GST (Appealed by the Company)

14.19

1.90

Sales tax (Appealed by the Company)

117.90

117.90

b. In respect of guarantees given by banks for performance obligations (Refer note 5 & 12)

602.72

726.85

c. Letter of credit issued by bankers

438.72

-

d. Estimated amount of duty payable on export obligation against oustanding advance licences

201.47

237.46

e. During the year FY 2013-14, the Company had received notices of demand (including interest) from the National Pharmaceutical Pricing Authority, Government of India, on account of alleged overcharging in respect of certain formulations under the Drugs (Prices Control) Order, 1995. The Company had filed writ petition before the Hon’ble Supreme Court of India for stay of demand and other matters. The Hon’ble Supreme Court then passed order restraining the Government from taking any coercive action against the Company. The said Writ petition was disposed of in July 2016, with a liberty to the Writ Petitioners to approach the appropriate High Courts for relief, challenging the impugned demand notice issued by Union of India. The Company has filed a writ petition with Delhi High Court in August 2016 for which the Company has deposited 50% of overcharged amount with NPPA. The Company has also simultaneously filed a revision petition with NPPA, hence no provision is considered necessary in respect of the amount majorly being the interest component.

675.13

636.52

Commitments

Estimated amount of capital contracts remaining to be executed and not provided for (net of advances paid)

10,984.39

5,451.37

Note:

The Company’s pending litigations comprise of proceedings pending with Income Tax, Excise, Sales Tax Authorities, GST authorities and National Pharmaceutical Pricing Authority of India. The Company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are required and disclosed the contingent liabilities where applicable, in its financial statements. The Company does not expect the outcome of these proceedings to have a materially adverse effect on its financial statement. In respect of litigations, where the management assessment of a financial outflow is probable, the Company has made a provision of '' 2,250.00 Lakhs as at March 31, 2022 (Previous year -'' 2,250.00 Lakhs).

ECT THE CODE ON SOCIAL SECURITY, 2020

The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the Company towards Provident Fund and Gratuity. The effective date from which the changes are applicable is yet to be notified and the rules for quantifying the financial impact are yet to be framed. The Company is in the process of carrying out the evaluation and will give appropriate impact in the financial statements in the period in which the Code becomes effective and the related rules to determine the financial impact are published.

Defined Benefit Plan

The employees’ gratuity fund scheme managed by trust is a defined benefit plan. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

The Company irrevocably contributes funds to a separate Gratuity Trust which is recognised by Income Tax authorities.

X. Sensitivity Analysis for significant assumption as at March 31, 2022 is as shown below:

The sensitivity analysis have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant.

The sensitivity analysis presented below may not be representative of the actual change in the Defined Benefit Obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

Furthermore, in presenting the above sensitivity analysis, the present value of the Defined Benefit Obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same method as applied in calculating the Defined Benefit Obligation as recognised in the balance sheet.

XI. Salary Escalation Rate

The estimates of future supply increase considered in actuarial valuation is taken on account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

XII. Basis used to determine Rate of Return on Plan Assets

The rate of return on Plan Assets is based on expectation of the average long term rate of return expected on investments of the fund during the estimated term of the obligations.

XIII. The Company expects to contribute '' 208.98 Lakhs to gratuity in next year (Previous year - '' 168.21 Lakhs).

The liability for Leave Encashment as at the year end is '' 1,707.59 Lakhs (Previous year - '' 1,782.03 Lakhs) and provision for sick leave as at the year end is '' 126.14 Lakhs (Previous year - ''125.75 Lakhs).

EQ SEGMENT INFORMATION:

Primary segment information

The Company is engaged in pharmaceutical business which as per Ind AS 108 - "Operating Segments" is considered the only business segment.

Secondary segment information

The Company’s operating divisions are managed from India. The principal geographical areas in which the Company operates are India and others. The country-wise segmentation is not relevant as exports to individual countries are not more than 10% of enterprise revenue.

Non Current Assets for this purpose consists of Property, plant and equipment, Right of use assets, Capital work-in-progress, Intangible assets and Other non current Assets.

The Company does not have any customer with whom revenue from transactions is more than 10% of Company’s total revenue.

Terms and conditions of transactions with related parties

The sales to related parties are made on terms equivalent to those that prevail in arm’s length transactions. Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash. There have been no guarantees provided or received for any related party receivables or payables. This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.

*For the year ended March 31, 2022, the Company has recorded for impairment of '' 632.90 Lakhs receivables from Fair Deal Corporation Pharmaceuticals SA (Pty) Limited relating to amounts owed by related parties (Previous year - '' 757.69 Lakhs).

W4M DISCLOSURE UNDER IND AS 116 - LEASES

The Company’s significant leasing arrangements are in respect of godowns/ office premises taken on operating lease basis. These leasing arrangements, which are cancellable, range between 1 year and 5 years generally, or longer, and are usually renewable by mutual consent on mutually agreeable terms. There are certain agreements which provide for increase in rent. There are no subleases. There are no contingent rents.

50 The Company does not have any long-term contracts including derivative contracts for which there are any material foreseeable losses.

51 Struck off Company:

The Company does not have any transactions with companies struck- off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.


Mar 31, 2018

1.1 CORPORATE INFORMATION

FDC Limited (the company) is a public company domiciled in India and is incorporated under the provisions of the Companies Act applicable in India. Its shares are listed on two recognised stock exchanges BSE and NSE in India. The registered office of the company is located at Waluj, Dist.Aurangabad, Maharashtra.

The Company is principally engaged in the business of Pharmaceuticals.

The financial statements were authorised for issue in accordance with a resolution of the board of directors on 25th May 2018.

1.2 BASIS OF PREPARATION

Statement of compliance

These standalone financial statements have been prepared in accordance with the Indian Accounting Standards (referred to as “Ind AS”) as prescribed under Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules as amended from time to time.

Basis of preparation

These standalone financial statements have been prepared on historical cost basis, except for certain financial instruments which are measured at fair value at the end of each reporting period, as explained in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The financial statements are prepared in INR and all values are rounded to the nearest lakhs (INR 00,000), except when otherwise stated.

1.3 SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS

The preparation of financial statements in conformity with Ind AS requires management to make judgements, estimates and assumptions that affect reported amounts of revenue, expenses, assets and liabilities and the disclosures of contingent assets and liabilities as at the date of the financial statements and the results of operations during the reported period. Although these estimates are based upon management’s best knowledge of current events and actions, actual results could differ from these estimates.

Sales returns

Revenue from sale of products is recognised when significant risks and rewards of ownership are transferred to customers, which coincides with dispatch of goods to customers. However, Company needs to accept goods returned from its customers towards expiry, breakages and damages. Accordingly, Company has made provision based on the historical sales return trends with respect to the shelf life of various products.

Impairment of financial assets

The Company recognises loss allowances on financial assets using expected credit loss model which is equal to the 12 months expected credit losses or full time expected credit losses.

The Company follows ‘Simplified approach’ for recognition of loss allowance on trade receivables under which Company does not track changes in credit risk. Rather, it recognises loss allowance based on lifetime expected credit losses at each reporting date, right from its initial recognition.

The Company uses a provision matrix to determine impairment loss allowance on the portfolio of trade receivables. The provision matrix is based on its historically observed default rates over the expected life of the trade receivables and is adjusted for forward looking estimates. At every reporting date, the historical observed default rates are updated and changes in the forward looking estimates are analysed.

Defined benefit plans (gratuity benefits)

The cost of the defined benefit plan and other post-employment benefits and the present value of such obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include determination of the discount rate, future salary increases, mortality rates and attrition rate. Due to the complexities involved in the valuation and its long term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

Fair value measurement of financial instruments

When the fair value of financial assets and liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the discounted cash flow model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements includes considerations of inputs such as liquidity risk, credit risk and volatility. changes in assumptions about these factors could affect the reported fair value of financial instruments.

Taxes

There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. Where the final tax outcome of these matters is different from the amounts initially recorded, such differences will impact the current and deferred tax provisions in the period in which the tax determination is made. Deferred tax assets are recognised only to the extent that it is probable that future taxable profits will be available against which the assets can be utilised. The assessment of probability involves estimation of a number of factors including future taxable income.

Provision against obsolete and slow-moving inventories

The Company reviews the condition of its inventories and makes provision against obsolete and slow-moving inventory items which are identified as no longer suitable for sale or use. Company estimates the net realisable value for such inventories based on the latest invoice prices and current market conditions. The Company carries out an inventory review at each balance sheet date and makes provision against obsolete and slow-moving items. The Company reassesses the estimation on each balance sheet date.

The provision against obsolete and slow-moving inventories requires the use of judgments and estimates. Where the expectation is different from the original estimate, such difference will impact on the carrying value of inventories and the write-down of inventories recognised in the periods in which such estimates have been changed.

a. Terms/ rights attached to equity shares

The Company has one class of equity shares having a par value of Re. 1 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividend in Indian rupees. The final dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

During the year ended 31st March 2018, the amount of per share dividend proposed as distribution to equity shareholders is Rs. Nil (Previous year - Rs. 2.25).

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company. The distribution will be in proportion to the number of equity shares held by the shareholders.

The Board of Directors, at its meeting on 7th February 2018, has approved a proposal of the Company to buyback its fully paid-up equity shares of face value of Re. 1 each from the eligible equity shareholders of the Company for an amount not exceeding Rs. 120.05 crores. The buyback offer comprised of buyback of 3,430,000 Equity Shares of face value of Re. 1 each aggregating 1.93% of the paid-up equity share capital of the Company at a price of Rs. 350/- per equity share. The buyback was offered to all eligible equity shareholders of the Company as on the Record Date (i.e. 27th February 2018) on a proportionate basis through the “Tender offer” route in accordance with SEBI (Buyback of Securities) Regulations, 1998. The Company concluded the buyback procedures on 29th March 2018 and 3,430,000 shares were extinguished. The buyback has been funded from the Securities Premium and General Reserve. In accordance with Section 69 of the Companies Act, 2013, the Company has credited ‘Capital Redemption Reserve’ with an amount of Rs. 34.30 lakhs, being amount equivalent to the nominal value of the Equity Shares bought back as an appropriation from General Reserve.

As per records of the Company, including its register of shareholders/ members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares.

Nature of reserves:

(a) Capital Redemption Reserve

As per Companies Act, 2013, capital redemption reserve is created when company purchases its own shares out of free reserves or securities premium. A sum equal to the nominal value of the shares so purchased is transferred to capital redemption reserve.

(b) Securities Premium

Securities premium reserve is used to record the premium on issue of shares. The reserve is utilised in accordance with the provision of the Companies Act, 2013.

(c) General Reserve

The general reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. As the general reserve is created by a transfer from one component of equity to another and is not item of other comprehensive income.

Note:

(a) As per the information available with the Company, there are no Micro, Small and Medium Enterprises, as defined in the Micro, Small, Medium Enterprises Development Act 2006, to whom the Company owes dues on account of principal amount together with interest and accordingly no additional disclosure have been made. The Micro, Small and Medium Enterprises has been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the Auditors.

(b) Terms and conditions of above trade payables:

Trade payables are non-interest bearing and are normally settled on 90-360 days terms.

Proposed dividends on equity shares are subject to approval at the annual general meeting and are not recognised as a liability (including tax thereon) as at 31st March 2017.

2. Financial Risk Management Objectives and Policies :

Risk Management is an integral part of the Company’s plans and operations. While the Company has a proven ability to successfully take on challenges, the efforts are to become even more proactive in recognising and managing risks, through an organised framework. The Company recognises risk management as an integral component of good corporate governance and fundamental in achieving its strategic and operational objectives.

The Company through its Board of Directors has constituted a Risk Management Committee, consisting of majority of Board members. The Board has defined the roles and responsibilities of the Risk Management Committee and may delegate monitoring and reviewing of the Risk Management plan, to the Committee, and such other functions as it may deem fit.

Market Risk :

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk. Financial instruments affected by market risk include deposits, FVTOCI investments and derivative financial instruments.

The Company has designed risk management frame work to control various risks effectively to achieve the business objectives. This includes identification of risk, its assessment, control and monitoring at timely intervals.

Interest Rate Risk :

Interest rate risk is the loss of fair value of future earnings of financial instruments because of changes in market interest rates. Investment committee manages and constantly reviews the interest rate movements in the market in order to optimise the Company’s interest income. The Company does not have any exposure to any interest bearing debt instruments.

Foreign Currency Risk :

Foreign currency risk is the loss of fair value of future earnings of financial instruments because of changes in foreign exchange rates. The Company exposure to the risk of changes in foreign exchange rates relates primarily to the Company’s operating activities (when revenue or expense is denominated in a foreign currency).

Foreign Currency Sensitivity :

The following table demonstrate the sensitivity to a reasonably possible change in USD rate with all other variables held constant. The impact on the Company’s profit before tax is due to changes in the fair value of monetary assets and liabilities. The Company exposure to foreign currency changes for all other currencies is not material.

Credit Risk :

Credit risk is the risk of possible default by the counter party resulting in a financial loss. The Company manages its credit risk through various internal policies and procedure set forth for effective control over credit exposure. Major credit risk at the reporting date is from trade receivables. Trade receivables are managed by way of setting various parameters like credit limit, evaluation of financial condition before supply, supply terms, industry trends, ageing analysis.

Liquidity Risk:

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s 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 the Company’s reputation.

The Company manages liquidity risk by maintaining adequate reserves, by continuously monitoring forecast and actual cash flows and matching the maturity profiles of the financial assets and liabilities.

The table below summarises the maturity profile of the Company’s financial liabilities based on contractual undiscounted payments.

3. Financial Instruments Fair values

Set out below, is a comparison by class of the carrying amounts and fair value of the Company’s financial instruments: The carrying value and fair value of financial instruments by categories as at the balance sheet date were as follows:

The management assessed that cash and cash equivalents, trade receivables, loans, trade payables, other financial assets and other financial liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.

The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values:

The fair values of quoted equity instruments are derived from quoted market prices in active markets.

Fair value hierarchy

Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable.

Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly unobservable.

The following table represents the fair value hierarchy of Financial assets measured at fair value as on 31st March 2018:

There have been no transfers between Level 1 and Level 2 during the period.

4. Capital Management

Capital includes equity attributable to the equity holders to ensure that it maintains an efficient capital structure and healthy capital ratios in order to support its business and maximise shareholder value. The Company manages its capital structure and makes adjustments to it, in light of changes in economic conditions or its business requirements. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. No changes were made in the objectives, policies or processes during the year ended 31st March 2018 and 31st March 2017.

The Company maintains a strong capital base and the primary objective of Company’s capital management is to maximise the shareholder value.

The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. Net debt is calculated as loans and borrowings less cash and cash equivalents. Based on this, Company is a debt free Company and would like to remain debt free.

The Company does not have any interest bearing loans and borrowings in the current year as well as previous year.

Note:

The Company’s pending litigations comprise of proceedings pending with Income Tax, Excise, Sales Tax Authorities and National Pharmaceutical Pricing Authority of India. The Company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are required and disclosed the contingent liabilities where applicable, in its financial statements. The Company does not expect the outcome of these proceedings to have a materially adverse effect on its financial statements. In respect of litigations, where the management assessment of a financial outflow is probable, the Company has made a provision of Rs. 2,250.00 lakhs as at 31st March 2018 (Previous year - Rs. 2,250.00 lakhs).

Defined Benefit Plan

The employees’ gratuity fund scheme managed by trust is a defined benefit plan. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

The Company irrevocably contributes funds to a separate Gratuity Trust which is recognised by Income tax authorities.

I. Salary Escalation Rate

The estimates of future salary increase considered in actuarial valuation is taken on account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

II. Basis used to determine Rate of Return on Plan Assets

The rate of return on Plan Assets is based on expectation of the average long term rate of return expected on investments of the fund during the estimated term of the obligations.

III. The Company expects to contribute Rs. 515.85 lakhs to gratuity in next year (Previous year - Rs. 334.68 lakhs).

The liability for leave encashment as at the year end is Rs. 871.17 lakhs (Previous year - Rs. 773.63 lakhs) and provision for sick leave as at the year end is Rs. 106.64 lakhs (Previous year - Rs. 93.80 lakhs).

5. Segment information:

Primary segment information

The Company is engaged in pharmaceutical business which as per Ind AS 108 - “Operating Segments” is considered the only business segment.

Secondary segment information

The Company’s operating divisions are managed from India. The principal geographical areas in which the Company operates are India and others. The country-wise segmentation is not relevant as exports to individual countries are not more than 10% of enterprise revenue.

Non Current Assets for this purpose consists of Property, plant and equipment, Intangible assets and Other non-current assets. The Company does not have any customer with whom revenue from transactions is more than 10% of Company total revenue.

6. Related party disclosures, as required by Ind AS 24 - “Related Party Disclosures” are given below:

Names of related parties where control exists irrespective of whether transactions have occurred or not:

Subsidiary Companies

- FDC International Limited

- FDC Inc.

Joint Venture Entity

- Fair Deal Corporation Pharmaceutical SA (Pty) Ltd.

Names of other related parties with whom transactions have taken place during the year:

Managerial Personnel

- Mr. Mohan A. Chandavarkar Chairman and Managing Director

- Mr. Ashok A. Chandavarkar Executive Director

- Mr. Nandan M. Chandavarkar Joint Managing Director

- Mr. Ameya A. Chandavarkar Executive Director

- Ms. Nomita R. Chandavarkar Executive Director

- Dr. Rahim H. Muljiani Independent Director

- Dr. Satish S. Ugrankar Independent Director

- Mr. Girish C. Sharedalal (Resigned w.e.f. 01.04.2017) Independent Director

- Mr. Vinod G. Yennemadi Independent Director

- Ms. Swati S. Mayekar Independent Director

- Mr. Uday Kumar Gurkar Independent Director

- Mr. Sanjay Jain Chief Financial Officer

- Ms. Varsharani Katre Company Secretary

Relatives of Managerial Personnel

- Ms. Sandhya M. Chandavarkar, wife of Mr. Mohan A. Chandavarkar

- Ms. Mangala A. Chandavarkar, wife of Mr. Ashok A. Chandavarkar

- Ms. Meera R. Chandavarkar, mother of Ms. Nomita R. Chandavarkar

- Ms. Aditi C. Bhanot, daughter of Mr. Ashok A. Chandavarkar

Enterprises owned or significantly influenced by Managerial Personnel or their relatives

- Anand Chandavarkar Foundation

- Leo Advisors Private Limited

- Virgo Advisors Private Limited

- SFA Events Private Limited

Post-employment benefit plans:

- FDC Employees Gratuity Fund

- FDC Employees Superannuation Fund

Terms and conditions of transactions with related parties

The sales to related parties are made on terms equivalent to those that prevail in arm’s length transactions. Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash. There have been no guarantees provided or received for any related party receivables or payables. For the year ended 31st March 2018, the Company has not recorded any impairment of receivables relating to amounts owed by related parties (Previous year - Rs. Nil). This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.

7. Pursuant to Ind AS 17 - “Leases”, disclosure on leases is as follows:

The Company’s significant leasing arrangements are in respect of godowns/ office premises taken on operating lease basis. The aggregate lease rentals payable are charged as Rent and shown under ‘Other Expenses’ (Refer note 33). Lease rent debited to Statement of Profit & Loss is Rs. 576.61 lakhs (Previous year - Rs. 52.76 lakhs).

These leasing arrangements, which are cancellable, range between 1 year and 5 years generally, or longer, and are usually renewable by mutual consent on mutually agreeable terms. There are certain agreements which provide for increase in rent. There are no sub-leases. Future minimum rent payable under non cancellable operating lease are as follows:

8. Exceptional item

In the previous year ended 31st March 2017, pending legal case before the Hon’ble Supreme Court, relating to alleged overcharging, under the Drugs (Price Control) Order 1995, have been disposed of and the writ petition filed before the Hon’ble Supreme Court stands withdrawn. The Court has granted liberty to the Writ Petitioners to approach the appropriate High Courts for reliefs, challenging the impugned demand notice issued by Union of India.

The Company has approached Delhi High Court in this context. The Company had, out of abundant caution and based on a conservative and best estimate basis, made a provision of Rs. 588.41 lakhs during the previous year ended 31st March 2017. The Company has disclosed the same as exceptional item.

9. Revenue expenditure on research and development (including depreciation and amortisation) aggregating to Rs. 2,487.02 lakhs (Previous year - Rs. 2,543.08 lakhs) is included under relevant heads in the Statement of Profit and Loss.

10. Amount spent towards Corporate Social Responsibility activities are as under:

a. Gross amount required to be spent by the Company during the year is Rs. 415.97 lakhs (Previous year - Rs. 403.43 lakhs).

b. Amount spent during the year is given hereunder:

11. Disclosure on Specified Bank Note:

The disclosures regarding details of specified bank notes held and transacted during 8th November 2016 to 30th December 2016 has not been made since the requirement does not pertain to financial year ended 31st March 2018. Corresponding amounts as appearing in the audited Standalone Ind AS financial statements for the period ended 31st March 2017 have been disclosed.

12. The Company does not have any long-term contracts including derivative contracts for which there are any material foreseeable losses.

13. Standards issued but not yet effective: Ind AS 115- Revenue from Contract with Customers (“Standard”)

On 28th March 2018, the Ministry of Corporate Affairs issued the Companies (Indian Accounting Standards) Amendment Rules, 2018, notifying Ind AS 115 ‘Revenue from Contracts with Customers’.

Ind AS 115 establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. Ind AS 115 will supersede the current revenue recognition standard Ind AS 18 Revenue, Ind AS 11 Construction Contracts when it becomes effective.

The core principle of Ind AS 115 is that an entity should recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Specifically, the standard introduces a 5-step approach to revenue recognition:

Step 1 : Identify the contract(s) with a customer Step 2 : Identify the performance obligation in contract Step 3 : Determine the transaction price

Step 4 : Allocate the transaction price to the performance obligations in the contract Step 5 : Recognise revenue when (or as) the entity satisfies a performance obligation

Under Ind AS 115, an entity recognises revenue when (or as) a performance obligation is satisfied, i.e. when ‘control’ of the goods or services underlying the particular performance obligation is transferred to the customer.

The Company is evaluating the impact of this Standard on its financial statements.

The Company has completed an initial assessment of the potential impact of the adoption of Ind AS 115 on accounting policies followed in its financial statements. The Company does not expect the impact of the adoption of the new standard to be material on its retained earnings and to its net income on an ongoing basis.

Ind AS 21 - The effect of changes in Foreign Exchange rates

The amendment clarifies on the accounting of transactions that include the receipt or payment of advance consideration in a foreign currency. The appendix explains that the date of the transaction, for the purpose of determining the exchange rate, is the date of initial recognition of the non-monetary prepayment asset or deferred income liability. If there are multiple payments or receipts in advance, a date of transaction is established for each payment or receipt. The Company is evaluating the impact of this amendment on its financial statements.

14. The comparative financial information of the Company for the year ended 31st March 2017 prepared in accordance with Ind AS included in these standalone Ind AS financial statements have been audited by auditors other than B S R & Co. LLP.


Mar 31, 2017

1. Capital Management

Capital includes equity attributable to the equity holders to ensure that it maintains an efficient capital structure and healthy capital ratios in order to support its business and maximize shareholder value. The Company manages its capital structure and makes adjustments to it, in light of changes in economic conditions or its business requirements. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. No changes were made in the objectives, policies or processes during the year ended 31st March 2017 and 31st March 2016.

The Company maintains a strong capital base and the primary objective of the Company''s capital management is to maximize the shareholder value.

The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. Net debt is calculated as loans and borrowings less cash and cash equivalents. Based on this, the Company is a debt free Company and would like to remain debt free.

The Company does not have any interest bearing loans and borrowings in the current year as well as previous year.

2. First time adoption of IND AS

These Financial Statements have been prepared for the year ended 31st March 2017 in accordance with IND AS together with comparative period data for the year ended 31st March 2016.The Company has followed the guidance prescribed in IND AS 101- First Time adoption of Indian Accounting Standard, with 1st April 2015 as the transition date. As required, separate disclosures have been made for the transition to IND AS from IGAAP with detailed explanatory notes. The Company has opted few exemption on first time adoption of IND AS in accordance with IND AS 101 which are set out below.

Exemption availed on first time adoption of IND AS 101

IND AS 101 allows first -time adopters certain exemptions from the retrospective application of certain requirement under IND AS.

- Previous GAAP carrying values as deemed cost at the transition date for all its property, plant and equipment and intangible assets

- Designated quoted equity instruments held at 1st April 2015 as fair value through other comprehensive income

- Investments in subsidiaries and joint venture entity at deemed cost i.e. previous GAAP carrying amount as at 1st April 2015

Estimates

The estimates at 1st April 2015 and at 31st March 2016 are consistent with those made for the same dates in accordance with Indian GAAP (after adjustments to reflect any differences in accounting policies) apart from the following items where application of Indian GAAP did not require estimation:

- Impairment of financial assets based on expected credit loss model

The estimates used by the Company to present these amounts in accordance with Ind AS reflect conditions at 1st April 2015, the date of transition to Ind AS and as of 31st March 2016.

Notes:

A Revenue from operation and Excise duty

Under Indian GAAP, excise duty on sale of products was presented net basis whereas as per Ind AS, same needs to be presented on gross basis. Hence, excise duty on sale of products has been separately presented on the face of statement of profit and loss account. Thus, sale of products under Ind AS as increased by Rs. 2,212.94 lakhs and corresponding increase in expenses. Under Indian GAAP, incentive paid to distributors of Rs.952.93 lakhs and cash discounts of Rs.15.04 lakhs was recognized as part of Other Expenses whereas as required under Ind AS same shall be adjusted against the revenue.

B Investments

(i) Mutual Funds and non-convertible debentures

Under Indian GAAP, the Company recognized long-term and short term investments in mutual funds and nonconvertible debentures at cost less provision for diminution in the value of investments. Under Ind AS, the Company has designated such investments as fair value through profit or loss (FVTPL). On the transition date, an increase of Rs. 2,097.77 lakhs between the instruments'' fair value and Indian GAAP carrying amount has been recognized in retained earnings.

(ii) Equity Shares

Under Indian GAAP, the Company recognized long-term investments in equity shares at cost less provision for diminution in the value of investments. Under Ind AS, the Company has designated such investments as fair value through other comprehensive income (FVTOCI). On the transition date, an increase of Rs. 34.04 lakhs between the

Compiled by: Dion Global Solutions Limited

ANNUAL REPORT 2016-2017

instruments'' fair value and Indian GAAP carrying amount has been recognized in Other Comprehensive Income. Further for the year ended March 31, 2016 decrease in fair value of Rs. 34.65 lakhs has been recorded in Other Comprehensive Income.

C Employee benefits expense

Under Indian GAAP, the entire cost, including actuarial gains and losses, are charged to the statement of profit or loss. Under Ind AS, remeasurements comprising of actuarial gains and losses and the return on plan assets excluding amounts included in net interest on the net defined benefit liability are recognized immediately in the balance sheet with a corresponding debit or credit to retained earnings through OCI. Actuarial loss of Rs. 49.69 lakhs as at March 31, 2016 is recognized in OCI net of deferred tax.

D Trade receivables

Under Indian GAAP, the Company had recognized specific amount towards impairment of trade receivables on the basis of incurred losses model. Under Ind AS, impairment allowance has been recognized based on expected loss model (ECL). Accordingly, additional allowance for impairment amounting to Rs. 28.30 lakhs has been recognized with the corresponding adjustment to retained earnings.

E Provisions

Under Indian GAAP, proposed dividends including dividend distribution tax are recognized as a liability in the period to which they relate, irrespective of when they are declared. Under Ind AS, a proposed dividend is recognized as a liability in the period in which it is declared by the Company (usually when approved by shareholders in a general meeting) or paid. Accordingly, proposed dividends and the related tax have increased the retained earnings by Rs. 4,815.80 lakhs, at the transition date.

F Deferred tax liabilities (net)

Indian GAAP requires deferred tax accounting using the income statement approach, which focuses on differences between taxable profits and accounting profits for the period. Ind AS 12 requires entities to account for deferred taxes using the balance sheet approach, which focuses on temporary differences between the carrying amount of an asset or liability in the balance sheet and its tax base.

In addition, the various transitional adjustments has led to temporary differences. Accordingly, the Company has accounted for deferred tax on such differences in retained earnings at the transition date, thereby reducing deferred tax liabilities by Rs. 9.79 lakhs and increasing retained earnings by the same amount.

G Other equity

Adjustments to retained earnings and other comprehensive income has been made in accordance with Ind AS, for the above mentioned line items.

H Current tax

Tax component on actuarial gains and losses which was transferred to other comprehensive income under Ind AS.

I Amalgamation adjustments

Pursuant to the scheme of amalgamation (Scheme), the Hon''ble High Court of Judicature at Bombay, vide its order dated September 04, 2015, had approved the Scheme amalgamation of Anand Synthochem Limited, Soven Trading and Investment Private Limited, Sudipta Trading and Investment Private Limited and Transgene Trading and Investment Private Limited (collectively known as Transferor Companies) with the Company. The appointed date of the Scheme was 1st September 2014. The Scheme has become effective on 04th September 2015,pursuant to its filling with registrar of Companies.

The Company has given effect for the said scheme in its books of accounts in accordance with the Scheme and in compliance with Accounting Standard 14 “Accounting for Amalgamations” under the “Pooling of Interest” method. Accordingly, the balance sheet as at 1st April, 2015 includes the impact of assets and liabilities taken over of transferor companies after giving effect to elimination of intercompany transactions and balances.


Mar 31, 2016

Note: National Savings Certificates of the value of Rs. 0.04 lacs (Previous year - Rs. 0.04 lacs) and Government of India G.P.notes of the value of Rs. 0.02 lacs (Previous year- Rs. 0.02 lacs) have been lodged with the Excise authorities. National Savings Certificates of Rs. 0.03 lacs (Previous year - Rs. 0.03 lacs) have been lodged with Sales Tax authorities.

Note :

The Company''s pending litigations comprise of proceedings pending with Income Tax, Excise, Sales Tax Authorities and National Pharmaceutical Pricing Authority of India. The Company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are required and disclosed the contingent liabilities where applicable, in its financial statements. The Company does not expect the outcome of these proceedings to have a materially adverse effect on its financial results. In respect of litigations, where the management assessment of a financial outflow is probable, the Company has made a provision of Rs. 1,457.12 lacs as at 31st March 2016 (Previous year - Rs.728.45 lacs) .

1. As per Accounting Standard - 15 (revised 2005) - “Employee Benefits” the disclosures as defined in the Accounting Standard are given below:

Defined Contribution Plan

Contribution to Defined Contribution Plans are recognized as an expense for the year under Contribution to provident and other funds (Refer Note No. 21) as under :

X. Salary Escalation Rate

The estimates of future salary increase considered in actuarial valuation is taken on account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

XI. Basis used to determine Expected Rate of Return on Plan Assets

The expected rate of return on Plan Assets is based on expectation of the average long term rate of return expected on investments of the fund during the estimated term of the obligations.

XII. The Company expects to contribute Rs. 293.25 lacs to gratuity in next year (Previous year - Rs. 361.51 lacs).

The liability for Leave Encashment as at the year end is Rs.677.31 lacs (Previous year - Rs. 522.18 lacs) and provision for sick leave as at the year end is Rs.90.42 lacs (Previous year - Rs. 72.08 lacs).

2. Segment Information:

Primary segment information

The Company is engaged in pharmaceutical business which as per Accounting Standard 17 - "Segment Reporting" is considered the only business segment.

Secondary segment information

The Company''s operating divisions are managed from India. The principal geographical areas in which the Company operates are India and others. The country-wise segmentation is not relevant as exports to individual countries are not more than 10% of enterprise revenue.

3. Related party disclosures, as required by Accounting Standard 18 - "Related Parties Disclosures” are given below: Names of Related parties where control exists irrespective of whether transactions have occurred or not :

Subsidiary Companies

- FDC International Limited

- FDC Inc.

- Anand Synthochem Limited **

Joint Venture Entity

- Fair Deal Corporation Pharmaceutical SA (Pty) Ltd.

Names of other related parties with whom transactions have taken place during the year :

Key Management Personnel

- Mr. Mohan A. Chandavarkar

- Mr. Ashok A. Chandavarkar

- Mr. Nandan M. Chandavarkar

- Mr. Ameya A.Chandavarkar

- Ms. Nomita R.Chandavarkar

Relatives of Key Management Personnel

- Ms. Sandhya M. Chandavarkar, Wife of Mr. Mohan A. Chandavarkar

- Ms. Mangala A. Chandavarkar, Wife of Mr. Ashok A. Chandavarkar

- Ms. Meera R. Chandavarkar, Mother of Ms. Nomita R. Chandavarkar

- Ms. Aditi C. Bhanot, Daughter of Mr. Ashok A. Chandavarkar

Enterprises owned or significantly influenced by Key Management Personnel or their relatives:

- Soven Trading and Investment Company Private Limited **

- Transgene Trading and Investment Company Private Limited **

- Sudipta Trading and Investment Company Private Limited **

- Anand Chandavarkar Foundation

- Akhil Farma Limited

Note: ** Amalgamated With the Company w.e.f. September 01,2014 (For details refer note 37)

4. Loans and Advances in the nature of loans given to subsidiaries in which directors are interested:

Anand Synthochem Limited (amalgamated with the Company w.e.f. September 01,2014)

Balance as at 31st March, 2016 Nil (Previous year - Rs. 41.42 lacs).

Maximum balance outstanding during the year Nil (Previous year - Rs. Rs. 41.42 lacs).

5. Pursuant to Accounting Standard 19 - “Leases”, disclosure on leases is as follows:

The Company''s significant leasing arrangements are in respect of god owns / office premises taken on operating lease basis. The aggregate lease rentals payable are charged as Rent and shown under ''Other Expenses'' (Refer Note No. 23).

These leasing arrangements, which are cancelable, range between 1 year and 5 years generally, or longer, and are usually renewable by mutual consent on mutually agreeable terms. There are certain agreements which provide for increase in rent. There are no subleases.

No contingent liabilities and capital commitments have been incurred as at 31st March 2016 in relation to the Company''s interest in the JV along with the other ventures (Previous year - Rs. Nil).

6. Revenue expenditure on research and development (including depreciation and amortization) aggregating to Rs.2,715.95 lacs (Previous year - Rs.2,060.71 lacs) is included under relevant heads in the Statement of Profit and Loss.

7. Amount spent towards Corporate Social Responsibility Activities is as under

a. Gross amount required to be spent by the company during the year is Rs.377.29 lacs.(Previous year - Rs.362.76 lacs) .

8. Pursuant to the scheme of amalgamation (Scheme), the Hon''ble High Court of Judicature at Bombay, vide its order dated September 04, 2015, has approved the Scheme of amalgamation of Anand Synthochem Limited(Anand), Soven Trading and Investment Private Limited (Soven), Sudipta Trading and Investment Private Limited (Sudipta) and Transgene Trading and Investment Private Limited (Transgene) (collectively known as Transferor Companies) with the Company. The appointed date of the Scheme was September 01, 2014.

The Company has given effect for the said scheme in its books of accounts in accordance with the Scheme and in compliance with Accounting Standard 14 “Accounting for Amalgamations” under the “Pooling of Interest” method and the accounting treatment has been given as under:

(i) All assets and liabilities (including reserves) appearing in the books of accounts of Transferor Companies have been incorporated in the financial statements of the Company at their respective book values.

(ii) All inter-company transactions have been eliminated on incorporation of the accounts of Transferor Companies in the books of Company.

(iii) The accounts of the Transferor Companies for the year ended March 31, 2015 were finalized as a separate entity. The net profit after tax amounting to Rs. 93.41 lacs of the Transferor Companies for the period from September 01, 2014 to March 31, 2015 has been adjusted in “Surplus in the Statement of Profit and Loss”.

(iv) The investments in equity share capital of the Company as it appears in the books of account of the Transferor Companies and investment made in subsidiary by the Company is now cancelled as per the Scheme.

(v) In consideration of the above, the Company has allotted equity shares, credited as fully paid up, to the extent indicated below, to all the members of the Transferor Companies in the following proportion:

(a) 10.106 fully paid up equity shares of Re. 1 each of the Company for every 1 paid up equity share of Rs. 10 each held in Soven.

(b) 573.500 fully paid up equity shares of Re. 1 each of the Company for every 1 paid up equity share of Rs. 10 each held in Sudipta.

(c) 528.458 fully paid up equity shares of Re. 1 each of the Company for every 1 paid up equity share of Rs. 10 each held in Transgene.

(vi) The difference of net assets value of the transferor companies after adjusting reserves and investment already made in Transferor Companies is transferred to the respective reserves, as detailed here under:

9. Costs of samples, manufactured and purchased, have been included in cost of materials consumed and purchases of Stock -in - trade respectively.

10. Imported and Indigenous Raw Materials consumed :


Mar 31, 2015

1. Contingent Liabilities and commitments (to the extent not provided for)

31st March 2015 31st March 2014 Rupees in lacs Rupees in lacs

Contingent Liabilities

a. Disputed tax matters

Income tax (Appealed by tax authorities) 10.29 10.29

Income tax (Appealed by the Company) 251.08 499.63

Excise duty (Appealed by excise authorities) 2.23 2.12

Excise duty (Appealed by the Company) 265.24 260.25

Sales tax (Appealed by the Company) 231.04 234.82

b. In respect of guarantees given by banks 166.79 371.20

c. Letter of credit issued by bankers 219.00 274.64

d. Estimated amount of duty payable on export 17.41 6.41 obligation against outstanding advances licences

e. During 2013-14, the Company received notices of demand (including 936.12 846.88 interest) from the National Pharmaceutical Pricing Authority, Government of India, on account of alleged overcharging in respect of certain formulations under the Drugs (Prices Control) Order, 1995. The Company fled writ petition before the Hon''ble Supreme Court of India for stay of demand and other matters. The Hon''ble Supreme Court then passed order restraining the Government from taking any coercive action against the Company. The case is currently pending before the Hon''ble Supreme Court of India. The Company has been legally advised that on the basis of the facts and circumstances and grounds raised by the Company, the possibility of an adverse ruling in this case is unlikely. Hence, no provision is considered necessary in this respect.

Commitments

Estimated amount of capital contracts remaining to be executed and not 192.42 721.71 provided for (net of advances paid)

Note:

The Company''s pending litigations comprise of proceedings pending with Income Tax, Excise, Sales Tax Authorities and National Pharmaceutical Pricing Authority of India. The company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are required and disclosed the contingent liabilities where applicable, in its financial statements. The Company does not expect the outcome of these proceedings to have a materially adverse effect on its financial results. In respect of litigations, where the management assessment of a financial outflow is probable, the company has made a provision of Rs. 728.45 lacs as at 31st March 2015.

2. As per Accounting Standard – 15 (revised 2005) – "Employee Benefts" the disclosures as defined in the Accounting Standard are given below:

Defined Beneft Plan

The employees'' gratuity fund scheme managed by trust is a defined benefit plan. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

I. Salary Escalation Rate

The estimates of future salary increase considered in actuarial valuation is taken on account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

II. Basis used to determine Expected Rate of Return on Plan Assets

The expected rate of return on Plan Assets is based on expectation of the average long term rate of return expected on investments of the fund during the estimated term of the obligations.

III. The Company expects to contribute Rs.361.51 lacs to gratuity in next year (Previous year - Rs. 191.12 lacs).

The liability for Leave Encashment as at the year end is Rs.522.18 lacs (Previous year - Rs. 433.13 lacs) and provision for sick leave as at the year end is Rs.72.08 lacs (Previous year - Rs. 59.97 lacs).

3. Segment Information:

Primary segment information

The Company is engaged in pharmaceutical business which as per Accounting Standard 17 - "Segment Reporting" is considered the only business segment.

Secondary segment information

The Company''s operating divisions are managed from India. The principal geographical areas in which the Company operates are India and others. The country-wise segmentation is not relevant as exports to individual countries are not more than 10% of enterprise revenue.

4. Related party disclosures, as required by Accounting Standard 18 - "Related Parties Disclosures" are given below:

Names of Related parties where control exists irrespective of whether transactions have occurred or not :

Subsidiary Companies

FDC International Limited

FDC Inc.

Anand Synthochem Limited

Joint Venture Entity

Fair Deal Corporation Pharmaceutical SA (Pty) Ltd.

Names of other related parties with whom transactions have taken place during the year :

Key Management Personnel

Mr. Mohan A. Chandavarkar

Mr. Ashok A. Chandavarkar

Mr. Nandan M. Chandavarkar

Mr. Ameya A.Chandavarkar

Ms. Nomita R.Chandavarkar w.e.f. 02.06.2014

Relatives of Key Management Personnel

Ms. Sandhya M. Chandavarkar, Wife of Mr. Mohan A. Chandavarkar

Ms. Mangala A. Chandavarkar, Wife of Mr. AshokA. Chandavarkar

Ms. Meera R. Chandavarkar, Mother of Ms. Nomita R. Chandavarkar w.e.f. 02.06.2014

Enterprises owned or significantly infuenced by Key Management Personnel or their relatives:

Soven Trading and Investment Company Private Limited

Transgene Trading and Investment Company Private Limited

Sudipta Trading and Investment Company Private Limited w.e.f. 02.06.2014

Anand Chandavarkar Foundation

5. Loans and Advances in the nature of loans given to subsidiaries in which directors are interested:

Anand Synthochem Limited

Balance as at 31st March, 2015 Rs. 41.42 lacs (Previous year - Rs. 38.42 lacs).

Maximum balance outstanding during the year Rs. 41.42 lacs (Previous year - Rs. 38.42 lacs).

Out of the above - Rs. 38.42 lacs is payable on demand and Rs.3.00 lacs is payable after one year.

6. Pursuant to Accounting Standard 19 - "Leases", disclosure on leases is as follows:

The Company''s significant leasing arrangements are in respect of godowns / office premises taken on operating lease basis. The aggregate lease rentals payable are charged as Rent and shown under ''Other Expenses'' (Refer Note No. 23).

These leasing arrangements, which are cancelable, range between 1 year and 5 years generally, or longer, and are usually renewable by mutual consent on mutually agreeable terms. There are certain agreements which provide for increase in rent. There are no subleases.

7. The Board of Directors have approved the Scheme of Amalgamation of the Company with Anand Synthochem Limited (wholly owned subsidiary ), Soven Trading and Investment Company Private Limited, Sudipta Trading and Investment Company Private Limited and Transgene Trading and Investment Company Private Limited, ("the Scheme") at their meeting held on 6th September, 2014. As per the Scheme, the appointed date is 1st September, 2014. The Scheme has been approved by Securities and Exchange Board of India, BSE Limited, National Stock Exchange of India Limited and Reserve Bank of India.The Hon''ble High Court of Bombay vide its order dated 24th April, 2015 directed that a meeting of equity shareholders of the company be convened and has dispensed off the meeting of the unsecured creditors. Pending the approval of the Shareholders and Hon''ble High Court of Bombay, no effect of the Scheme has been given in the financial statements.

8. Costs of samples, manufactured and purchased, have been included in cost of materials consumed and purchases of Stock - in - trade respectively.

9. The Company does not have any long-term contracts including derivative contracts for which there are any material foreseeable losses.

10. Previous year''s figures have been regrouped/ reclassified, wherever necessary to conform to this years classification.


Mar 31, 2014

1. Long-term borrowings

Note: Under various schemes of Government of Maharashtra, the Company was entitled to interest free Sales Tax deferral incentives for its units at Waluj and Sinnar. These are repayable in annual installments over a period of 9-11 years commencing after a period of 10-12 years from the year of availment of deferred sales tax loan.

2. Trade payables and Other current liabilities

a. As per the information available with the Company, there are no Micro, Small and Medium Enterprises, as defined in the Micro, Small, Medium Enterprises Development Act 2006, to whom the Company owes dues on account of principal amount together with interest and accordingly no additional disclosure have been made. The Micro, Small and Medium Enterprises has been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the Auditors.

b. There are no amounts due and outstanding to be credited to Investor Education and Protection Fund.

3. Contingent liabilities and commitments (to the extent not provided for):

31st March 2014 31st March 2013

Contingent Liabilities Rupees in lacs Rupees in lacs

a. Disputed tax matters Income tax (Appealed by tax authorities) 10.29 10.29

Income tax (Appealed by the Company) 499.63 -

Excise duty (Appealed by excise authorities) 2.12 2.00

Excise duty (Appealed by the Company) 260.25 229.25

Sales tax (Appealed by the Company) 234.82 232.44

b. In respect of guarantees given by banks 371.20 316.62

c. Letter of credit issued by bankers 274.64 91.69

d. Estimated amount of duty payable on export 6.41 31.50 obligation against outstanding advances licences

e. During the year, the Company has received notices of demand (including interest) from the National Pharmac -eutical Pricing Authority, Government of India on account of alleged overcharging in respect of certain formulations under the Drug Price Control Order, 1995. The Company has filed a writ petition before the Hon''ble Supreme Court of India for stay of the demand and other matters. The Company has been legally advised that on the basis of the facts and circumstances and grounds raised by the Company, the possibility of an adverse ruling in this case is unlikely. Hence no provision is considered necessary in this respect.

4. As per Accounting Standard - 15 (revised 2005) - “Employee Benefits” the disclosures as defined in the Accounting Standard are given below:

Defined Benefit Plan

The employees'' gratuity fund scheme managed by trust is a defined benefit plan. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

i. Salary Escalation Rate

The estimates of future salary increases considered in actuarial valuation is taken on account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

ii. Basis used to determine Expected Rate of Return on Plan Assets

The expected rate of return on Plan Assets is based on expectation of the average long term rate of return expected on investments of the fund during the estimated term of the obligations.

iii. The Company expects to contribute Rs. 191.12 lacs to gratuity in next year (Previous year - Rs. 141.05 lacs).

The liability for Leave Encashment as at the year end is Rs. 433.13 lacs (Previous year - Rs. 322.17 lacs) and provision for sick leave as at the year end is Rs. 59.97 lacs (Previous year - Rs. 37.23 lacs).

5. Segment Information:

Primary segment information

The Company is engaged in pharmaceutical business which as per Accounting Standard 17 - "Segment Reporting" is considered the only business segment.

Secondary segment information

The Company''s operating divisions are managed from India. The principal geographical areas in which the Company operates are India and others. The country-wise segmentation is not relevant as exports to individual countries are not more than 10% of enterprise revenue.

6. Related party disclosures, as required by Accounting Standard 18 - "Related Parties Disclosures" are given below:

Names of Related parties where control exists irrespective of whether transactions have occurred or not :

Subsidiary Companies

- FDC International Limited

- FDC Inc.

- Anand Synthochem Limited

Joint Venture Entity

- Fair Deal Corporation Pharmaceutical SA (Pty) Ltd.

Names of other related parties with whom transactions have taken place during the year :

Key Management Personnel

- Mr. Mohan A. Chandavarkar

- Mr. Ashok A. Chandavarkar

- Mr. Nandan M. Chandavarkar

- Mr. Ameya A. Chandavarkar

Relatives of Key Management Personnel

- Ms. Sandhya M. Chandavarkar, Wife of Mr. Mohan A. Chandavarkar

- Ms. Mangala A. Chandavarkar, Wife of Mr. Ashok A. Chandavarkar

Enterprises owned or significantly influenced by Key Management Personnel or their relatives

- Mejda Marketing Private Limited

- Akhil Farma Limited

- Soven Trading and Investment Company Private Limited

- Transgene Trading and Investment Company Private Limited

- Anand Chandavarkar Foundation

7. Loans and Advances in the nature of loans given to subsidiaries in which directors are interested:

Anand Synthochem Limited

Balance as at 31st March 2014 Rs. 38.42 lacs (Previous year- Rs. 38.42 lacs).

Maximum balance outstanding during the year Rs. 38.42 lacs (Previous year- Rs. 38.42 lacs).

The same is payable on demand.

8. Pursuant to Accounting Standard 19 - “Leases”, disclosure on leases is as follows:

The Company''s significant leasing arrangements are in respect of godowns / office premises taken on operating lease basis. The aggregate lease rentals payable are charged as Rent and shown under ''Other Expenses'' (Refer Note No. 23).

These leasing arrangements, which are cancelable, range between 1 year and 5 years generally, or longer, and are usually renewable by mutual consent on mutually agreeable terms. There are certain agreements which provide for increase in rent. There are no subleases.

The Company''s interest in the JV is reported as Non-Current Investment (Refer Note No. 9) and stated at cost. The Company''s share of each of the assets, liabilities, income and expenses etc. (each without elimination of the effect of transactions between the Company and the JV) related to its interest in the JV, based on the audited financial statements of Fair Deal Corporation Pharmaceutical SA (Pty) Ltd. is as follows:

No contingent liabilities and capital commitments have been incurred as at 31st March 2014 in relation to the Company''s interest in the JV along with the other venturers (Previous year - Rs. Nil).

9. Foreign currency transactions/ balances of the Company are not hedged by derivative instruments or otherwise. The details of foreign currency transactions/ balances of the Company are:

10. Revenue expenditure on research and development (including depreciation and amortisation) aggregating to Rs.1,987.31 lacs (Previous year - Rs. 2,082.45 lacs) is included under relevant heads in the Statement of Profit and Loss.

11. Costs of samples, manufactured and purchased, have been included in cost of materials consumed and purchases of Stock - in - trade respectively.


Mar 31, 2013

1. As per Accounting Standard - 15 (revised 2005) - "Employee Benefits" the disclosures as defined in the Accounting Standard are given below:

Defined Contribution Plan

Contribution to Defined Contribution Plans are recognised as an expense for the year under Contribution to provident and other funds (Refer Note No. 21) as under:

Defined Benefit Plan

The employees'' gratuity fund scheme managed by trust is a defined benefit plan. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

2. Segment Information:

Primary segment information

The Company is engaged in pharmaceutical business which as per Accounting Standard 17 - "Segment Reporting" is considered the only business segment.

Secondary segment information

The Company''s operating divisions are managed from India. The principal geographical areas in which the Company operates are India and others. The country-wise segmentation is not relevant as exports to individual countries are not more than 10% of enterprise revenue.

3. Related party disclosures, as required by Accounting Standard 18 - "Related Parties Disclosures" are given below:

Names of Related parties where control exists irrespective of whether transactions have occurred or not :

Subsidiary Companies

- FDC International Limited

- FDC Inc.

- Anand Synthochem Limited

Joint Venture Entity

- Fair Deal Corporation Pharmaceutical SA (Pty) Ltd.

Names of other related parties with whom transactions have taken place during the year :

Key Management Personnel

- Mr. Mohan A. Chandavarkar

- Mr. Ashok A. Chandavarkar

- Mr. Nandan M. Chandavarkar

- Mr. Ameya A. Chandavarkar

Relatives of Key Management Personnel

- Ms. Sandhya M. Chandavarkar, Wife of Mr. Mohan A. Chandavarkar

- Ms. Mangala A. Chandavarkar, Wife of Mr. Ashok A. Chandavarkar

Enterprises owned or significantly influenced by Key Management Personnel or their relatives

- Anand Synthochem Limited (upto 16th October 2011)

- Mejda Marketing Private Limited

- Akhil Farma Limited

- Soven Trading and Investment Company Private Limited

- Transgene Trading and Investment Company Private Limited

- Anand Chandavakar Foundation

4. Loans and Advances in the nature of loans given to subsidiaries in which directors are interested:

Anand Synthochem Limited

Balance as at 31st March 2013 Rs. 38.42 lacs (Previous year - Rs. 38.42 lacs).

Maximum balance outstanding during the year Rs. 38.42 lacs (Previous year - Rs. 38.42 lacs).

The same is payable on demand.

5. Pursuant to Accounting Standard 19 - "Leases", disclosure on leases is as follows:

The Company''s significant leasing arrangements are in respect of godowns / office premises taken on operating lease basis. The aggregate lease rentals payable are charged as Rent and shown under ''Other Expenses'' (Refer Note No. 23).

These leasing arrangements, which are cancelable, range between 1 year and 5 years generally, or longer, and are usually renewable by mutual consent on mutually agreeable terms. There are certain agreements which provide for increase in rent. There are no subleases.

6. During the current year, Company has made revision in the estimated useful life of certain class of fixed assets which has resulted in higher charge of depreciation cost of Rs. 803.79 lacs. [Refer Note 1(d)]

7. Pursuant to Accounting Standard 27 - "Financial Reporting of interests in Joint Ventures", the disclosures relating to the Joint Venture Entity (JV) is as follows:

8. Foreign currency transactions/ balances of the Company are not hedged by derivative instruments or otherwise. The details of foreign currency transactions/ balances of the Company are:

9. Revenue expenditure on research and development (including depreciation and amortisation) aggregating to Rs. 2,082.45 lacs (Previous year - Rs.1,599.04 lacs) is included under relevant heads in the Statement of Profit and Loss.

10. Costs of samples, manufactured and purchased, have been included in Cost of materials consumed and purchases of stock-in-trade respectively.

11. Previous year''s figures have been regrouped/ reclassified, wherever necessary to conform to this year''s classification.


Mar 31, 2012

1. Contingent liabilities and commitments (to the extent not provided for):

31st March 2012 31st March 2011 Rupees in lacs Rupees in lacs

Contingent Liabilities Rupees in lacs Rupees in lacs

a.Disputed tax matters

Income tax 10.29 10.29

Excise duty 235.47 128.50

Sales tax 196.52 128.53

b.In respect of guarantees given by banks 154.65 112.31

c. Letter of credit issued by bankers 452.12 241.10

d.Estimated amount of duty payable on export obligation against outstanding advances licenses 4.63 2.55 Commitments

Estimated amount of capital contracts remaining to be executed and not provided for (net of advances paid) 858.12 973.89

Defined Benefit Plan

The employees' gratuity fund scheme managed by trust is a defined benefit plan. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

X Salary Escalation Rate

The estimates 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.

XI Basis used to determine Expected Rate of Return on Plan Assets

The expected rate of return on Plan Assets is based on expectation of the average long term rate of return expected on investments of the fund during the estimated term of the obligations.

XII The Company expects to contribute Rs. 162.76 lacs to gratuity in next year (Previous year - Rs. 156.17 lacs).

The liability for leave encashment as at the year end is Rs. 302.42 lacs (Previous year - Rs. 259.75 lacs) and provision for sick leave as at the year end is Rs. 37.03 lacs (Previous year - Rs. 36.69 lacs).

2. Segment Information:

Primary segment information

The Company is engaged in pharmaceutical business which as per Accounting Standard 17 - "Segment Reporting" is considered the only business segment.

Secondary segment information

The Company's operating divisions are managed from India. The principal geographical areas in which the Company operates are India and others. The country-wise segmentation is not relevant as exports to individual countries are not more than 10% of enterprise revenue.

3. Related party disclosures, as required by Accounting Standard 18 - "Related Parties Disclosures" are given below:

Names of Related parties where control exists irrespective of whether transactions have occurred or not:

Subsidiary Companies

- FDC International Limited

- FDC Inc.

- Anand Synthochem Limited (w.e.f. 17th October 2011)

Joint Venture Entity

- Fair Deal Corporation Pharmaceutical SA (Pty) Ltd.

Names of other related parties with whom transactions have taken place during the year:

Key Management Personnel

- Mr. Mohan A. Chandavarkar

- Mr. Ashok A. Chandavarkar

- Mr. Nandan M. Chandavarkar

- Mr. Ameya A. Chandavarkar

Relatives of Key Management Personnel

- Ms. Sandhya M. Chandavarkar, Wife of Mr. Mohan A. Chandavarkar

- Ms. Mangala A. Chandavarkar, Wife of Mr. Ashok A. Chandavarkar

Enterprises owned or significantly influenced by Key Management Personnel or their relatives:

- Anand Synthochem Limited (upto 16th October 2011)

- Mejda Marketing Private Limited

- Akhil Farma Limited

- Soven Trading and Investment Company Private Limited

- Transgene Trading and Investment Company Private Limited

- Anand Chandavarkar Foundation

4. Loans and Advances in the nature of loans given to subsidiaries in which directors are interested:

a.Anand Synthochem Limited Balance as at 31st March 2012 - Rs. 38.42 lacs (Previous year - Rs. Nil). Maximum balance outstanding during the year - Rs. 38.42 lacs (Previous year - Rs. Nil). The same is payable on demand.

b.FDC International Limited Balance as at 31st March 2012 - Rs. Nil (Previous year - Rs. Nil). Maximum balance outstanding during the year - Rs. Nil (Previous year - Rs. 231.04 lacs). The same is payable on demand.

5. Pursuant to Accounting Standard 19 - "Leases", disclosure on leases is as follows:

The Company's significant leasing arrangements are in respect of godowns / office premises taken on operating lease basis. The aggregate lease rentals payable are charged as Rent and shown under 'Other Expenses' (Refer Note No. 23).

These leasing arrangements, which are cancelable, range between 1 year and 5 years generally, or longer, and are usually renewable by mutual consent on mutually agreeable terms. There are certain agreements which provide for increase in rent. There are no subleases.

6. Based on valuation by independent valuers, the Board of Directors, at its meeting held on 15th October 2011, had resolved to purchase 100% equity shares of Anand Synthochem Limited (ASL), a related, unlisted Public Company, from its erstwhile shareholders, for a total amount of Rs. 644.58 lacs (including a loan of Rs. 38.42 lacs), thereby making ASL, a wholly owned subsidiary of FDC Limited. ASL owns a property at Dombivali, Maharashtra admeasuring 81,855 sq.ft.

7. Revenue expenditure on research and development (including depreciation and amortisation) aggregating to Rs. 1,599.04 lacs (Previous year - Rs. 1,461.03 lacs) is included under relevant heads in the Statement of Profit and Loss.

8. Costs of samples, manufactured and purchased, have been included in Cost of materials consumed and Purchases of stock-in-trade respectively.

9. Previous year's figures have been regrouped/ reclassified, wherever necessary to conform to this year's classification.


Mar 31, 2011

1. Contingent liabilities not provided for:

31st March, 31st March,

2011 2010 Rupees in lacs Rupees in lacs

(i) Disputed tax matters

Income tax 10.29 10.29

Excise duty 128.50 138.13

Sales tax 116.82 107.03

(ii) In respect of guarantees given by banks 112.31 78.72

2. Letter of credit issued by bankers 241.10 971.41

3. Estimated amount of duty payable on export obligation against outstanding advance licences 2.55 3.47

4. Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances paid) - Tangible assets 973.89 275.69

5. Under various schemes of Government of Maharashtra, the Company has entitled to Sales Tax deferral incentives for its units at Waluj and Sinnar. These are repayable after a period of 10-12 years from the year of availment as per the repayment schedule.

6. As per the information available with the Company, there are no Micro, Small and Medium Enterprises, as defined in the Micro, Small, Medium Enterprises Development Act 2006, to whom the Company owes dues on account of principal amount together with interest and accordingly no additional disclosure have been made. The Micro, Small and Medium Enterprises has been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the Auditors.

7. Of the total investments stated in Schedule `E' to the accounts, National Savings Certificates of the value of Rs.0.04 lacs (Previous year – Rs. 0.04 lacs) and Government of India G.P. Notes of the value of Rs.0.02 lacs (Previous year – Rs. 0.02 lacs) have been lodged with the Excise authorities. National Savings Certificates of Rs. 0.03 lacs (Previous year – Rs. 0.03 lacs) have been lodged with the Sales tax authorities.

Defined Benefit Plan

The employees' gratuity fund scheme managed by trust is a defined benefit plan. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

X Salary Escalation Rate

The estimates 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.

XI Basis used to determine Expected Rate of Return on Plan Assets

The expected rate of return on Plan Assets is based on expectation of the average long term rate of return expected on investments of the fund during the estimated term of the obligations.

XII The Company expects to contribute Rs. 156.17 lacs to gratuity in next year (Previous year - Rs. 232.25 lacs).

The liability for Leave Encashment as at the year end is Rs.259.75 lacs (Previous year - Rs.259.59 lacs) and provision for sick leave as at the year end is Rs. 36.69 lacs (Previous year – Rs. 32.15 lacs).

9. Finance expenses does not include any interest paid towards fixed loans.

Interest received and, shown under operating income includes interest on delayed payment from debtors and interest on staff loans. Interest received and, shown under Non operating income includes interest on inter corporate deposits given, interest on loan to subsidiary company and joint venture.

8. Segment Information:

Primary segment information

The Company is engaged in pharmaceutical business which as per Accounting Standard 17 -"Segment Reporting" is considered the only reportable business segment.

Secondary segment information

The Company's operating divisions are managed from India. The principal geographical areas in which the Company operates are India and others. The country-wise segmentation is not relevant as exports to individual countries are not more than 10% of enterprise revenue.

9. Related party disclosures, as required by Accounting Standard 18 - "Related Parties Disclosures" are given below:

Names of Related parties where control exists irrespective of whether transactions have occurred or not :

Subsidiary Companies

- FDC International Limited

- FDC Inc.

Joint Venture Entity

- Fair Deal Corporation Pharmaceutical SA (Pty) Ltd.

Names of other related parties with whom transactions have taken place during the year :

Key Management Personnel

- Mr. Mohan A. Chandavarkar

- Mr. Ashok A. Chandavarkar

- Mr. Nandan M. Chandavarkar

- Mr. Ameya A.Chandavarkar

Relatives of Key Management Personnel

- Ms. Sandhya M. Chandavarkar, Wife of Mr. Mohan A. Chandavarkar

- Ms. Mangala A. Chandavarkar, Wife of Mr. Ashok A. Chandavarkar

- Ms. Aditi Bhanot, Daughter of Mr. Ashok A. Chandavarkar

Enterprises owned or significantly influenced by Key Management Personnel or their relatives

- Anand Synthochem Limited

- Mejda Marketing Private Limited

- Akhil Farma Limited

- Aditi Sales Corporation

- Soven Trading and Investment Company Private Limited

- Transgene Trading and Investment Company Private Limited

10. Pursuant to Accounting Standard 19 - "Leases", disclosure on leases is as follows:

The Company's significant leasing arrangements are in respect of godowns/ office premises taken on operating lease basis. The aggregate lease rentals payable are charged as Rent and shown under `Operating Expenses' (Schedule 'K').

These leasing arrangements, which are cancelable, range between 1 year and 5 years generally, or longer, and are usually renewable by mutual consent on mutually agreeable terms. There are certain agreements which provide for increase in rent. There are no subleases.

11. Excise duty on sales amounting to Rs.1,079.68 lacs (Previous year - Rs. 1,041.72 lacs) has been reduced from Sales in Profit and Loss Account and excise duty on Decrease in stock amounting to Rs.0.70 lacs (Previous year - Rs. 12.84 lacs) has been considered as income in Schedule 'I' to the accounts.

12. Revenue expenditure on research and development (including depreciation and amortisation) aggregating to Rs.1,461.03 lacs (Previous year - Rs. 1,371.26 lacs) is included under relevant heads in the Profit and Loss Account.

13. Costs of samples (manufactured and purchased) have been included in Cost of Materials.

14. Foreign exchange fluctuation gain (net) during the year of Rs.91.68 lacs (Previous year – Rs. 86.63 lacs) is included under Miscellaneous receipts.

15. There are no amounts due and outstanding to be credited to Investor Education and Protection Fund.

16. In accordance with section 77A, 77AA and 77B of the Companies Act, 1956 and pursuant to the buy back announcement made by the Company on 7th February 2011, the Company has bought back from open market through stock exchanges 1,708,828 equity shares of Re. 1 each during the year for a total consideration of Rs. 1,790.61 lacs. Of this, the company has extinguished 1,641,828 equity shares till 31st March 2011 and 67,000 equity shares have been extinguished subsequent to the balance sheet date. Consequently, an amount of Rs.17.09 lacs being the nominal value of equity shares bought back has been transferred to Capital Redemption Reserve from General Reserve. An amount of Rs. 1,773.52 lacs being the premium on buyback has been appropriated from General Reserve.

17. Previous year's figures have been regrouped/ reclassified, wherever necessary to confirm to this years classification. Signatures to Schedules "A" to "N"


Mar 31, 2010

1. Contingent liabilities not provided for:

31st March, 31st March, 2010 2009 Rupees in lacs Rupees in lacs

(i) Disputed tax matters

Income tax 10.29 221.89

Excise duty 138.13 135.98

Sales tax 107.03 107.49

(ii) In respect of guarantees given by banks 78.72 72.57

2. Letter of credit issued by bankers 971.41 1,013.56

3. Estimated amount of duty payable on export obligation against outstanding advance licences 3.47 1.72

4. Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances paid) - Tangible assets 275.69 655.60

5. Under various schemes of Government of Maharashtra, the Company has entitled to Sales Tax deferral incentives for its units at Waluj and Sinnar. These are repayable in 5-6 instalments after a period of 10-12 years from the year of availment.

6. As per the information available with the Company, there are no Micro, Small and Medium Enterprises, as defined in the Micro, Small, Medium Enterprises Development Act 2006, to whom the Company owes dues on account of principal amount together with interest and accordingly no additional disclosure have been made. The Micro, Small and Medium Enterprises has been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the Auditors.

7. Of the total investments stated in Schedule `E to the accounts, National Savings Certificates of the value of Rs. 0.04 lacs (Previous year - Rs. 0.04 lacs) and Government of India G.P. Notes of the value of Rs. 0.02 lacs (Previous year - Rs. 0.02 lacs) have been lodged with the Excise authorities. National Savings Certificates of Rs. 0.03 lacs (Previous year – Rs. 0.03 lacs) have been lodged with the Sales tax authorities.

8. As per Accounting Standard 15 (revised 2005) - “Employee Benefits”, the disclosures of Employee benefits as defined in the Accounting Standard are given below:

Defined Benefit Plan

The employees gratuity fund scheme managed by trust is a defined benefit plan. The present value of obligation is determine based on actuarial valuation using the Projected Unit Credit Method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

9 Salary Escalation Rate

The estimates 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.

10 Basis used to determine Expected Rate of Return on Plan Assets

The expected rate of return on Plan Assets is based on expectation of the average long term rate of return expected on investments of the fund during the estimated term of the obligations.

11 The Company expects to contribute Rs. 232.25 lacs to gratuity in next year.

The liability for Leave Encashment as at the year end is Rs. 291.74 lacs (Previous year - Rs. 182.28 lacs). 9. Finance expenses does not include any interest paid towards fixed loans.

12. Segment Information:

Primary segment information

The Company is engaged in pharmaceutical business which as per Accounting Standard 17 -“Segment Reporting” is considered the only reportable business segment.

Secondary segment information

The Companys operating divisions are managed from India. The principal geographical areas in which the Company operates are India and others. The country-wise segmentation is not relevant as exports to individual countries are not more than 10% of enterprise revenue.

13. Related party disclosures, as required by Accounting Standard 18 - "Related Parties Disclosures" are given below:

Names of Related parties where control exists irrespective of whether transactions have occurred or not : Subsidiary Companies

- FDC International Limited

- FDC Inc.

Joint Venture Entity

- Fair Deal Corporation Pharmaceutical SA (Pty) Ltd.

Names of other related parties with whom transactions have taken place during the year : Key Management Personnel

- Mr. Mohan A. Chandavarkar

- Mr. Ashok A. Chandavarkar

- Mr. Nandan M. Chandavarkar

- Mr. Ameya A.Chandavarkar (from 1st November 2009)

Relatives of Key Management Personnel

- Mr. Ameya A. Chandavarkar (upto 30th October 2009), Son of Mr. Ashok A. Chandavarkar

- Ms. Sandhya M. Chandavarkar, Wife of Mr. Mohan A. Chandavarkar

- Ms. Mangala A. Chandavarkar, Wife of Mr. Ashok A. Chandavarkar

- Ms. Aditi Bhanot, Daughter of Mr. Ashok A. Chandavarkar

Enterprises owned or significantly influenced by Key Management Personnel or their relatives:

- Anand Synthochem Limited

- Mejda Marketing Private Limited

- Akhil Farma Limited

- Aditi Sales Corporation

- Soven Trading and Investment Company Private Limited

- Transgene Trading and Investment Company Private Limited

14. Pursuant to Accounting Standard 19 - "Leases", disclosure on leases is as follows:

The Companys significant leasing arrangements are in respect of godowns/ office premises taken on operating lease basis. The aggregate lease rentals payable are charged as Rent and shown under Operating Expenses (Schedule K).

These leasing arrangements, which are cancellable, range between 1 year and 5 years generally, or longer, and are usually renewable by mutual consent on mutually agreeable terms. There are certain agreements which provide for increase in rent. There are no subleases.

15. Excise duty on sales amounting to Rs. 1,041.72 lacs (Previous year – Rs. 1,661.83 lacs) has been reduced from Sales in Profit and Loss Account and excise duty on decrease in stock amounting to Rs. 12.84 lacs (Previous year – Rs. 14.70 lacs) has been considered as income in Schedule `I to the accounts.

16. Revenue expenditure on research and development (including depreciation and amortisation) aggregating to Rs.1,371.26 lacs (Previous year - Rs. 1,669.35 lacs) is included under relevant heads in the Profit and Loss Account.

17. Costs of samples (manufactured and purchased) have been included in Cost of Materials.

18. Foreign exchange fluctuation gain (net) during the year of Rs. 86.63 lacs (Previous year – Rs. 137.25 lacs) and Foreign exchange fluctuation loss of Rs. Nil (Previous year – Rs. 99.25 lacs) is included under Miscellaneous receipts and Miscellaneous expenses respectively.

19. There are no amounts due and outstanding to be credited to Investor Education and Protection Fund.

20. In accordance with section 77A, 77AA and 77B of the Companies Act, 1956 and pursuant to the buy back announcement made by the Company on 24th November 2008, the Company has bought back from open market through stock exchanges 1,890,704 equity shares of Re. 1 each during the year for a total consideration of Rs. 744.14 lacs, which have been subsequently extinguished. Consequently, an amount of Rs. 18.90 lacs being the nominal value of equity shares bought back has been transferred to Capital Redemption Reserve from General Reserve. An amount of Rs. 725.24 lacs being the premium on buyback has been appropriated from General Reserve.

The Company has reversed dividend of Rs. 25.73 lacs for the financial year 2008-09 on shares bought back during the period from the 22nd May 2009 (date of board meeting for recommendation of dividend for the year ended 31st March 2009) to 3rd August 2009 (last date of buyback).

Subsequently, the Shareholders vide a postal ballot resolution dated 21st December 2009, approved the buyback of 86,50,000 fully paid up equity shares having a face value of Re. 1 each, through the stock exchanges, at a price not exceeding Rs. 65 per share, upto an amount of Rs. 5,600 lacs. The Company has however not been able to buyback any shares in the buyback offer, since the current market price is higher than the maximum offer price, stipulated in the buyback offer.

21. Previous years figures have been regrouped/ reclassified, wherever necessary to confirm to this years classification.

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article

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