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Notes to Accounts of Gujarat Themis Biosyn Ltd.

Mar 31, 2018

1 Corporate Information

These statements comprise financial statements of Gujarat Themis Biosyn Limited (CIN: L24230GJ1981PLC004878) (''the Company'') for the year ended March 31, 2018. The Company is a public company domiciled in India and is incorporated on December 11, 1981 under the provisions of the Companies Act, 1956 applicable in India. Its shares are listed on a recognised stock exchange in India namely, BSE Ltd. The registered office of the Company is located at Plot No 69/C, G.I.D.C Industrial Estate, Vapi district Valsad, Gujarat -396 195.

The Company is principally engaged in the activities pertaining to manufacturing of pharmaceuticals and medicinal chemicals.

The financial statements were authorised for issue in accordance with a resolution of the directors on May 9, 2018.

The company has entered into long-term leasing arrangements for land with government authorities which are in the nature of finance lease. These arrangements do not involve any material recurring payments, hence other disclosures are not given.

ii. Property, Plant and Equipment given as collateral security against borrowings by the company

Refer to Note 36 for information on property, plant and equipment given as collateral security by the company.

iii. Contractual Obligations

Refer to Note 30 for disclosure of contractual commitments for the acquisition of property, plant and equipment.

Trade or Other Receivable due from directors or other officers of the company either severally or jointly with any other person amounted to NIL (Previous year INR NIL)

Trade or Other Receivable due from firms or private companies in which any director is a partner, a director or a member amounted to INR 102.45 Lakhs (Previous year INR 145.91 Lakhs)

* Margin money deposits amounted to INR 18.99 Lakhs (March 31, 2017: INR 23.33 Lakhs, April 1, 2016: 15.27 Lakhs) are lien marked against secure non-fund based inland letter of credit and Margin money deposit amounted to INR 28.03 Lakhs (March 31, 2017 INR 4.50 Lakhs, April 1, 2016: INR 0.74 Lakhs) are lien marked against secure Bank Guarantee.

The Company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority.

Considering the probability of availability of future taxable profits in the period in which tax losses expire, deferred tax assets have not been recognised in respect of tax losses carried forward by the Company

Changes in tax rate

The increase in education cess from 3% to 4% was substantively enacted on February 1, 2018 and will be effective from April 1, 2018. As a result, the relevant deferred tax balance have been remeasured. The impact of the change in tax rate has been recognised in tax expense in profit or loss.

Terms/rights attached to equity shares

The company has only one class of equity shares having par value of INR 5 per share. Each holder of equity shares is entitled to one vote per share. The company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of Interim dividend.

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

iv. Aggregate number of equity shares issued as bonus, shares issued for consideration other than cash and shares bought back during the period of five years immediately preceding the reporting date: NIL

v. Shares reserved for issue under options

None of the above shares are reserved for the issue under option/contract/commitments for sale of shares or disinvestment.

NON CURRENT BORROWING

(A) TERM LOANS FROM BANKS

Note 1: Indian Rupee Loan from banks (secured) carries interest at base rate i.e. ranging from 9.60% p.a. to 9.65% p.a. (March 31, 2017: ranging from 9.65% p.a. to 10.25% p.a.) Interest is payable at the end of each month. The original amount of loan was to be repaid in 84 monthly installments starting from October, 2007. The first 78 Installments were to be of INR 13.33 Lakhs each and balance 6 installments were to be of INR 19.29 Lakhs. Pursuant to Scheme of Rehabilitation as approved by the Board for Industrial and Financial Reconstruction (BIFR) under Sick Industrial Companies (Special Provision) Act, 1985 on January 12, 2012, the outstanding amount of loan of INR 512 Lakhs is to be repaid in 84 equal monthly installments beginning from November 1, 2011 i.e. INR 6.10 Lakhs per month. The said loan is secured by equitable mortgage of factory premises at GIDC, Vapi and first charge on entire Plant and Machinery excluding those financed by other Financial Institution and also collateral security of Factory Premises at GIDC, Vapi, Valsad, Gujarat and Plant and Machinery. Further, personal guarantee of one of the Director and the Corporate Guarantee by Pharmaceutical Business Group (India) Limited is given to the Company''s Banker.

(B) TERM LOANS FROM OTHERS

Note 2: Pursuant to Scheme of Rehabilitation as approved by the Board for Industrial and Financial Reconstruction (BIFR) under Sick Industrial Companies (Special Provision) Act, 1985 on January 12, 2012, Themis Medicare Limited (TML) - Promoters/ Co-promoters has brought funds to meet the cost of the scheme in the form of non-interest bearing unsecured loan to the extent of INR 350 Lakhs irrespective of the provisions of Companies Act or any other guidelines. The Company has filed Miscellaneous Application before Hon''ble BIFR on February 5, 2016 for deregistration of the Company from BIFR under SICA as the Company''s Net worth has turned positive during the financial year 2015-16. The Company is hopeful that its application will be approved and the company shall be deregistered from BIFR. In view of sufficient cash profit generated by the Company, the Company has made request to BIFR that new promoter Themis Medicare Limited may be allowed to withdraw their non-interest bearing unsecured loan of INR 350 Lakhs. However, pending approval from BIFR, the Company has made entire repayment of INR 350 Lakhs (INR 205.99 Lakhs till March 31, 2016) against the said loan on demand by Themis Medicare Limited.

Note 3: Lupin Limited has advanced a returnable, non-interest bearing loan of INR 190.64 Lakhs for utilization exclusively towards the purchase of the equipment by the Company. As per agreement Company shall complete all the documents and procedures necessary to hypothecate the equipment as and by way of first charge in favour of Lupin Limited. However, first charge in favour of Lupin Limited in respect of the said loan is pending and accordingly company has considered the same as unsecured borrowings. The loan shall be repaid by the Company for the month of July 2016 and August 2016:- an amount of loan disbursed till date of repayment*10%/12 (i.e. INR 1.14 Lakhs for each month), and from September 2016 onwards on monthly basis until the loan is repaid in full:- an amount of loan disbursed till date of repayment*10%/12 1500*415 (i.e. INR 7.81 Lakhs for each month).

CURRENT BORROWINGS

CASH CREDIT FROM BANK

Cash Credit from Bank (Secured) are repayable on demand and carries interest at (base rate 1% ) i.e. ranging 10.65% p.a. to 11.25% p.a. (March 2017: ranging 10.65% p.a. to 11.25% p.a.) which is payable at the end of each month and are secured by hypothecation of book debts / receivables upto 120 days and collateral security of Factory Premises at GIDC, Vapi, Valsad, Gujarat and Plant & Machinery. Further, personal guarantee of one of the Director and the Corporate Guarantee by Pharmaceutical Business Group (India) Limited is given to the Company''s Banker.

Net Debt Reconciliation

This section sets out an analysis of net debt and the movements in net debt for each of the periods presented

2. RESEARCH AND DEVELOPMENT COSTS

The Company during the period has incurred cost on research and development activities which are not eligible for capitalisation in terms of Ind AS 38 and therefore they are recognised in other expenses under statement of profit and loss. Amount charged to profit or loss during the period ended March 31, 2018 is INR 2.80 Lakhs (March 31, 2017: NIL) details of which are as follows:

(i) Other Long term employee benefits - Leave Obligations

The leave obligations cover the company''s liability for sick and earned leave.

The amount of the provision of INR 1.64 Lakhs (March 31, 2017: INR 1.03 Lakhs ) is presented as current, since the company does not have an unconditional right to defer settlement for any of these obligations.

(ii) Post Employment obligations

a) Defined benefit plan - Gratuity

The company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of five years are eligible for gratuity. The amount of gratuity payable on retirement/ termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied by number of years of service.

The gratuity plan is an unfunded plan.

The sensitivity analysis above have been determined based on a method that extrapolates the impact on defined benefit obligation as a result of reasonable changes in key assumptions occurring at the end of the reporting period.

The projected service cost for next year is INR 6.84 Lakhs.

The average duration of the defined benefit plan obligation at the end of the reporting period is 16.2 years.

b) Defined contribution plans - Provident fund

The company also has defined contribution plans. Contributions are made to provident fund in India for employees at the rate of 12% of basic salary as per regulations. The contributions are made to registered provident fund administered by the government. The obligation of the company is limited to the amount contributed and it has no further contractual nor any constructive obligation. The expense recognised during the period towards defined contribution plan is INR 11.86 Lakhs (March 31, 2017: INR 11.51 Lakhs).

The Company''s pending litigations comprise of claim against the Company and proceedings pending with Statutory and Tax Authorities. The Company has reviewed all its pending litigations and proceedings and has made adequate provisions, whenever required and disclosed the contingent liabilities, whenever applicable, in its financial statements. The Company does not expect the outcome of these proceedings to have a material impact on its financial position.

(vi) Terms and conditions of transactions with related parties

The transactions with 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. The Company has not issued any financial guarantees to the lenders on behalf of its related parties. For the year ended March 31, 2018, the Company has not recorded any impairment of receivables relating to amount owed by related parties (March 31, 2017: NIL). This assessment is undertaken each financial year through examining the financial position of the related party and market in which the related party operates.

3. SEGMENT REPORTING

The company primarily operates in one business segment only i.e. Manufacturing of bulk drugs for its own and for job work basis for others, which is the only reportable segment. There is no other segment which requires reporting as per Ind AS 108 "Operating Segments".

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

The fair values of current and non current borrowings are based on discounted cash flows using a current borrowing rate. They are classified as level 3 fair values in the fair value hierarchy due to the use of unobservable inputs, including own credit risk.

Fair value measurement

Level 1 -Hierarchy includes financial instruments measured using quoted prices.

Level 2 - The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3 - If one or more of the significant inputs are not based on observable market data, the instrument is included in level 3.

ii. Valuation technique used to determine fair value

Specific Valuation techniques used to value financial instruments include:

- the use of quoted market prices or dealer quotes for similar instruments

- the fair value of the remaining financial instruments is determined using discounted cash flow analysis

iii. Valuation processes

The finance department of the company includes a team that performs the valuations of financial assets and liabilities required for financial reporting purposes, including level 3 fair values. This team reports directly to the chief financial officer (CFO) and the audit committee (AC). Discussions of valuation processes and results are held between the CFO, AC and the valuation team at least once every three months, in line with the company''s quarterly reporting periods.

4. FINANCIAL RISK MANAGEMENT

The Company''s activity exposes it to market risk, liquidity risk and credit risk. Company''s overall risk management focuses on the unpredictibility of financial markets and seeks to minimise potential adverse effects on the financial performance of the company. This note explains the sources of risk which the entity is exposed to and how the company manages the risk.

(A) Credit risk

Credit risk is the risk that the counterparty will not meet its obligations leading to a financial loss. Credit risk arises from cash and cash equivalents, financial assets carried at amortised cost and deposits with banks and financial institutions, as well as credit exposures to customers including outstanding receivables.

i. Credit risk management

Credit risk has always been managed by the company through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the company grants credit terms in the normal course of business.

The company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period. To assess whether there is a significant increase in credit risk the Company compares the risk of a default occurring on the asset as at the reporting date with the risk of default as at the date of initial recognition. It considers available reasonable and supportive forwarding-looking information.

In general, it is presumed that credit risk has significantly increased since initial recognition if the payments are more than 30 days past due.

A default on a financial asset is when the counterparty fails to make contractual payments of when they fall due. This definition of default is determined by considering the business environment in which entity operates and other macroeconomic factors.

ii. Provision for expected credit losses

The company follows ''simplified approach'' for recognition of loss allowance on Trade receivables

As a practical expedient, the Company uses a provision matrix to determine impairment loss allowance on portfolio of its 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 analyzed.

(B) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due. The Company consistently generated sufficient cash flows from operations to meet its financial obligations. Also, the Company has unutilized credit limits with banks.

Management monitors rolling forecasts of the company''s liquidity position (comprising the undrawn borrowing facilities) and cash and cash equivalents on the basis of expected cash flows. In addition, the company''s liquidity management policy involves projecting cash flows and considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against internal and external regulatory requirements.

Maturities of financial liabilities

The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay. In the table below, borrowings includes principal cash flows only.

(C) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of change in market prices. Market risk comprises three types of risk: foreign currency risk, interest rate risk and other price risk such as commodity risk.

(i) Foreign currency risk

Foreign currency risk is the risk of impact related to fair value or future cash flows of an exposure in foreign currency, which fluctuate due to changes in foreign exchange rates. The Company''s exposure to the risk of changes in foreign exchange rates relates primarily to the external commercial borrowings and export receivables.

The Company evaluates exchange rate exposure arising from foreign currency transactions and follows established risk management policies and standard operating procedures to mitigate the risks.

(ii) Interest rate risk

Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is the risk of changes in fair values of fixed interest bearing instruments because of fluctuations in the interest rates. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing instruments will fluctuate because of fluctuations in the interest rates.

However, during the years presented in these financial statements, the Company had primarily borrowed funds under fixed interest rate arrangements with banks and financial institutions and therefore the Company is not exposed to interest rate risk.

(iii) Commodity Price risk

The Company is not exposed to other price risk during the years presented in these financial statements.

5. CAPITAL MANAGEMENT

For the purpose of the company''s capital management, capital includes issued equity capital, share premium and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company''s capital management is to maximise the shareholder value.

The company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The company includes within debt, interest bearing loans and borrowings, trade and other payables, less cash and cash equivalents.

6. STANDARDS ISSUED BUT NOT YET EFFECTIVE

Appendix B to Ind AS 21- Foreign currency transactions and advance consideration

On March 28, 2018, Ministry of Corporate Affairs ("MCA") has notified the Companies (Indian Accounting Standards) Amendment Rules, 2018 containing Appendix B to Ind AS 21, Foreign currency transactions and advance consideration which clarifies the date of the transaction for the purpose of determining the exchange rate to use on initial recognition of the related asset, expense or income, when an entity has received or paid advance consideration in a foreign currency. The amendment will come into force from April 1, 2018. The Company has evaluated the effect of this on the financial statements and the impact is not material.

Ind AS 115 - Revenue from Contracts with Customers

On March 28, 2018, Ministry of Corporate Affairs ("MCA") has notified the Ind AS 115, Revenue from Contract with Customers. The core principle of the new standard is that an entity should recognize 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. Further the new standard requires enhanced disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity''s contracts with customers.

The standard permits two possible methods of transition:

- Retrospective approach - Under this approach the standard will be applied retrospectively to each prior reporting period presented in accordance with Ind AS 8 - Accounting Policies, Changes in Accounting Estimates and Errors

- Retrospectively with cumulative effect of initially applying the standard recognized at the date of initial application (Cumulative catch - up approach) The effective date for adoption of Ind AS 115 is financial periods beginning on or after April 1, 2018.

The Company will adopt the standard on April 1, 2018 by using the cumulative catch-up transition method and accordingly comparatives for the year ending or ended March 31, 2018 will not be retrospectively adjusted. The effect on adoption of Ind AS 115 is expected to be insignificant.

7. FIRST TIME ADOPTION OF IND AS

These are the company''s first financial statements prepared in accordance with Ind AS. The accounting policies set out in Note 2 have been applied in preparing the financial statements for the year ended March 31, 2018, the comparative information presented in these financial statements for the year ended March 31, 2017 and in the preparation of an opening Ind AS balance sheet at April 1, 2016 (the Company''s date of transition). In preparing its opening Ind AS balance sheet, the Company has adjusted the amounts reported previously in financial statements prepared in accordance with the accounting standards notified under Companies (Accounting Standards) Rules, 2006 (as amended) and other relevant provisions of the Act (previous GAAP or Indian GAAP). An explanation of how the transition from previous GAAP to Ind AS has affected the company''s financial position, financial performance and cash flows is set out in the following tables and notes.

A. Exemptions and exceptions availed

Set out below are the applicable Ind AS 101 optional exemptions and mandatory exceptions applied in the transition from previous GAAP to Ind AS.

i. Deemed cost

Ind AS 101 permits a first-time adopter to elect to continue with the carrying value for all of its property, plant and equipment and intangible assets covered by Ind AS 38 - Intangible Assets as recognised in the financial statements as at the date of transition to Ind AS, measured as per the previous GAAP and use that as its deemed cost as at the date of transition. Accordingly, the company has elected to measure all of its property, plant and equipment and intangible assets at their previous GAAP carrying value.

ii. Estimates

The estimates at April 1, 2016 and at March 31, 2017 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 Impairment of financial assets based on expected credit loss model where application of Indian GAAP did not require estimation:

The estimates used by the company to present these amounts in accordance with Ind AS reflect conditions at April 1, 2016, the date of transition to Ind AS and as of March 31, 2017.

8. FIRST TIME ADOPTION OF IND AS

B. Reconciliations between previous GAAP and Ind AS

Ind AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows for prior periods. The following tables represent the reconciliations from previous GAAP to Ind AS.

vi. Impact of Ind AS adoption on the statements of cash flows for the year ended March 31, 2017

There are no material adjustments to the Statement of Cash flows as reported under the previous GAAP.

C. Notes to first-time adoption:

Note 1: Borrowings

Ind AS 109 requires transaction costs incurred towards origination of borrowings to be deducted from the carrying amount of borrowings on initial recognition. These costs are recognised in the profit or loss over the tenure of the borrowing as part of the interest expense by applying the effective interest rate method. Under previous GAAP, these transaction costs were charged to profit or loss as and when incurred.

Under the previous GAAP, below market rate borrowings are recorded at their transaction value. Under Ind AS, all financial liabilities are required to be recognised at fair value on initial recognition. Accordingly, the company has fair valued the below market rate borrowings and the difference between the fair value and transaction value has been recognised in retained earnings on the date of transition.

Note 2: Deferred tax

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. The application of Ind AS 12 approach has resulted in recognition of deferred tax on new temporary differences which was not required under Indian GAAP.

In addition, the various transitional adjustments lead to temporary differences. According to the accounting policies, the company has to account for such differences. Deferred tax adjustments are recognised in correlation to the underlying transaction either in retained earnings or a separate component of equity.

Note 3: Remeasurements of post-employment benefit obligations

Under Ind AS, remeasurements i.e. actuarial gains and losses and the return on plan assets, excluding amounts included in the net interest expense on the net defined benefit liability are recognised in other comprehensive income instead of profit or loss. Under the previous GAAP, these remeasurements were forming part of the profit or loss for the year.

Note 4: Retained earnings

Retained earnings as at April 1, 2016 has been adjusted consequent to the above Ind AS transition adjustments.

Note 5: Other comprehensive income

Under Ind AS, all items of income and expense recognised in a period should be included in profit or loss for the period, unless a standard requires or permits otherwise. Items of income and expense that are not recognised in profit or loss but are shown in the statement of profit and loss as ''other comprehensive income'' includes remeasurements of defined benefit plans. The concept of other comprehensive income did not exist under previous GAAP.

9. The outstanding balances as at March 31, 2018 in respect of certain balances of Trade receivables, liability for expenses, trade payables, creditors for capital expenditure and other liabilities are subject to confirmation from respective parties and consequential reconciliation and adjustment arising there from, if any, consequential impact thereof in the financial statements is not ascertainable. The Management does not expect any material variation in the financial statements.

10. In view of Company''s net worth turning positive during the financial year 2015-16, the Company had filed a miscellaneous application before the Honorable Board for Industrial and Financial Reconstruction (BIFR) on February 5, 2016 for deregistration of the Company from BIFR under Sick Industrial Companies Act, 1985 (SICA). The Company has been legally advised that the requirement of deregistration was under SICA and since SICA has been repealed, the application technically becomes infructuous and the very fact that Company''s net worth has become positive, no further action is required to be taken.

11. Previous year figures have been regrouped / rearranged wherever necessary to conform to the current years'' presentation.


Mar 31, 2016

b. Term / Right attached to equity Share

The Company has only one class of equity shares having a par value of '' 5/- per share (P.Y. '' 5/- per share). Each holder of equity shares is entitled to one vote per share.

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

As per records of 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.

a) Indian Rupee Loan from banks (secured) carries interest at base rate i.e. ranging from 9.65% p.a. to 10.25% p.a. (previous year: ranging from 10% p.a. to 10.25% p.a.) Interest is payable at the end of each month. The original amount of loan was to be repaid in 84 monthly installments starting from October, 2007. The first 78 Installments were to be of '' 13,33,000/each and balance 6 installments were to be of '' 19,29,000/-. Pursuant to Scheme of Rehabilitation as approved by the Board for Industrial and Financial Reconstruction (BIFR) under Sick Industrial Companies (Special Provision) Act, 1985 on 12th January 2012, the outstanding amount of loan of '' 5.12 crores is to be repaid in 84 equal monthly installments beginning from 1st November, 2011 i.e. '' 6,10,000/- per month. The said loan is secured by equitable mortgage of factory premises at GIDC, Vapi & first charge on entire Plant & Machinery excluding those financed by other Financial Institution and also collateral security of Factory Premises at GIDC, Vapi, Valsad, Gujarat and Plant & Machinery. Further, personal guarantee of one of the Director and the Corporate Guarantee by Pharmaceutical Business Group (India) Ltd is given to the Company''s Banker.

b) Pursuant to Scheme of Rehabilitation as approved by the Board for Industrial and Financial Reconstruction (BIFR) under Sick Industrial Companies (Special Provision) Act, 1985 on 12th January 2012, Themis Medicare Limited (TML) - Promoters / Co-promoters has brought funds to meet the cost of the scheme in the form of non-interest bearing unsecured loan to the extent of '' 3,50,00,000/- irrespective of the provisions of Companies Act or any other guidelines. During the year on February 5, 2016, the Company has filed Miscellaneous Application before Hon''ble BIFR for deregistration of the Company from BIFR under SICA as the Company''s Net worth has turned positive during the financial year 2015-16. The Company is hopeful that its application will be approved and the company shall be deregistered from BIFR. In view of sufficient cash profit generated by the Company, the Company has made request to BIFR that new promoter Themis Medicare Limited may be allowed to withdraw their non-interest bearing unsecured loan of Rs, 3,50,00,000/-. However, pending approval from BIFR, the Company has made repayment of Rs, 2,05,98,563/- against the said loan on demand by Themis Medicare Limited. The balance amount of Rs, 1,44,01,437/- has been shown as current borrowing.

c) (i) Amount due as on 31st March, 2016 in respect of repayment of principal amount of Indian rupee term loan from Bank

is Rs, Nil/- [Previous year Rs, 6,10,000/- outstanding since less than 30 days].

(ii) Amount due as on 31st March, 2016 in respect of payment of interest amount of Indian rupee term loan from Bank is Rs, Nil/- [Previous year Rs, 1,91,619/- outstanding since less than 30 days]. The above outstanding interest are included in Interest accrued and due on borrowing under Note 8 on "Other Current Liabilities".

Note: In accordance with the Accounting Standard (AS) -22 "Accounting for Taxes on Income" as prescribed under section 133 of the Companies Act, 2013 ("the Act") read with Rule 7 of the Companies (Accounts) Rules, 2014, the Company has accounted for deferred taxation. As a matter of prudence, deferred tax assets on carried forward losses, unabsorbed depreciation and other assets have been recognised only to the extent of deferred tax liability.

Cash Credit from Bank (Secured) are repayable on demand and carries interest at (base rate 1% ) i.e. ranging 10.65% p.a. to 11.25% p.a. (Previous year ranging 11% p.a. to 11.25% p.a.) which is payable at the end of each month and are secured by hypothecation of book debts / receivables upto 120 days and collateral security of Factory Premises at GIDC, Vapi, Valsad, Gujarat and Plant & Machinery. Further, personal guarantee of one of the Director and the Corporate Guarantee by Pharmaceutical Business Group (India) Ltd is given to the Company''s Banker.

The name of the Micro, Small & Medium Enterprises suppliers defined under “The Micro Small & Medium Enterprises Development Act, 2006 could not be identified, as the necessary evidence is not in the possession of the Company.

Notes

(a) The company has reviewed its fixed assets for impairment loss as required by Accounting Standard 28 “Impairment of Assets”. In the opinion of the management no provision for impairment loss is considered necessary.

(b) The Company is in the process of determining and identifying significant components of fixed assets as prescribed under the provisions of para 4(a) under the heading Notes after Part C in Schedule II of the Companies Act, 2013 and hence no effect of the same has been given in the financial statements for the year ended Macrh 31, 2016. Management expects that this would not have a material impact on depreciation for the year ended March 31, 2016.

(c) During the previous year ended March 31, 2015, pursuant to guidelines under Schedule II of Companies Act 2013, the carrying amount of fixed assets as on 1st April, 2014 had been depreciated over the remaining useful life of fixed assets. As a result, depreciation for the year ended 31st March 2015 was higher and the profit before tax was lower to the extent of Rs, 1,28,720/-. Further, based on the transitional provisions provided in note 7(b) of the schedule II, fixed assets whose useful life had already been completed as on 1st April, 2014, the carrying value of those fixed assets amounting to Rs, 3,95,300/- had been debited to the opening balance of retained earnings.

Margin money deposits given as security / Bank Guarantee:

Margin money deposits with a carrying amount of Rs, 15,27,423/- (Previous year Rs, 15,27,423/-) are to secure non-fund based inland letter of credit and Margin money deposit with a carrying amount of Rs, 26,96,098/- (Previous year Rs, 18,75,000/-) are to secure Bank Guarantee.

Name of the Related Party Nature of relationship

M/s. Vividhmargi Investment Pvt. Ltd. Holding Company of M/s. Pharmaceutical Business Group (India) Limited

Key Management Personnel (President & CEO of the Company till 6th August,

2014 and Technical & Management Consultant w.e.f. 7th August, 2014)

Key Management Personnel (Chief Executive Officer (CEO) of the Company

from 7th August, 2014)

Key Management Personnel (Chief Finance Officer (CFO) of the Company

Mr. Bharat A. Desai

from 17th March, 2015)

Key Management Personnel (Company Secretary of the Company from

Note: Related Party Relationships have been identified by the management and relied upon by the Auditors.

Details of transactions between the Company & related parties & the status of outstanding balances as on 31st March, 2016.

1. Estimated amount of contracts (net of advances) remaining to be executed on capital account and not provided for Rs, Nil (Previous year Rs, 25,97,309/-).

2. The outstanding balances as at March 31, 2016 in respect of certain balances of loans & advances, liability for expenses, trade payables and creditors for capital ependiture are subject to confirmation from respective parties and consequential reconciliation and adjustment arising there from, if any, consequential impact thereof in the financial statements is not ascertainable. The Management does not expect any material variation in the financial statements.

3. The Company has accumulated losses of Rs, 5,74,12,159/- leaving Net Worth of the Company of Rs, 3,84,39,774/- as at March 31, 2016. Further, the Company also has a working capital deficiency. The Company has been registered with the Board for Industrial & Financial Reconstruction (BIFR). Further the Rehabilitation Scheme had been sanctioned by the Board for Industrial and Financial Reconstruction (BIFR) in the hearing held January 12, 2012. The Company has initiated efforts including development of new products and has ventured into manufacturing of goods on own and on job work basis so as to reduce the losses. The Company has made profit for year ended March 31, 2016 and also in previous year 2014-15, 2013-14, 2012-13 & 2011-12. Accordingly, these accounts have been prepared on a going concern basis.

4. The Company is manufacturing Bulk Drugs on job work basis for others. Hence, there is no separate reportable segment as per Accounting Standard - 17 (AS-17) "Segment Reporting" notified under section 133 of the Companies Act, 2013 ("the Act") read with Rule 7 of the Companies (Accounts) Rules, 2014.

5. In view of carry forward losses / unabsorbed depreciation of earlier years, company being a sick company and relief & concession granted by the BIFR, no provision for the Income Tax has been made on profit of the current year.

6. In the opinion of the Management, Current / Non-current Assets, Long term / Short term Loans & Advances are approximately of the value stated, if realized, in the ordinary course of business. The provision for all known and determined liability is adequate and not in the excess of the amount reasonably required.

7. The Company''s pending litigations comprise of claim against the Company and proceedings pending with Statutory and Tax Authorities. The Company has reviewed all its pending litigations and proceedings and has made adequate provisions, whenever required and disclosed the contingent liabilities, whenever applicable, in its financial statements. The Company does not expect the outcome of these proceedings to have a material impact on its financial position. (Refer Note No. 27 for details on Contingent Liabilities).

8. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

9. For the year ended March 31, 2016, the company is not required to transfer any amount into the Investor Education & Protection Fund as required under relevant provisions of the Companies Act, 2013.

10. During the previous year, one of the promoter M/s. Pharmaceutical Business Group (India) Ltd. has off loaded 14,23,000 equity shares of '' 5/- each on 7th August, 2014 by way of an offer for sale through the stock exchange mechanism. As a result, the Company has achieved minimum public shareholding of 25% in compliance with SEBI order dated 28th March 2014. However, Hon''ble BIFR directed the Company vide its order dated 2 nd January 2014, read with order dated 20th November 2013 to comply with the minimum public shareholding by way of issue of 18,96,000 fresh equity shares of face value of '' 5/- each through public / right issue, for which the Company has filed miscellaneous application with BIFR to modify the said orders to the effect that the direction of issue of fresh equity shares is not necessary to be implemented. BIFR approval in this regard is awaited.

11. During the year on December 11, 2015, Cash of Rs, 5,23,704/-, was stolen from Company''s accounts department. FIR has been lodged with police department and the matter is under investigation. Further, the Company has filed a claim of Rs, 5,23,704/- with insurer company which is pending.

12. Previous year figures are regrouped and reclassified where ever necessary.


Mar 31, 2015

1. Term / Right attached to equity Share

The Company has only one class of equity shares having a par value of Rs.5/- per share (P.Y. Rs.5/- per share). Each holder of equity shares is entitled to one vote per share.

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

As per records of 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.

a) Indian Rupee Loan from banks (secured) carries interest at base rate i.e. ranging from 10% p.a. to 10.25 % p.a. (previous year 10.25 % p.a.) Interest is payable at the end of each month. The original amount of loan was to be repaid in 84 monthly installments starting from October, 2007. The first 78 Installments were to be of Rs.13,33,000/- each and balance 6 installments were to be of Rs.19,29,000/-. Pursuant to Scheme of Rehabilitation as approved by the Board for Industrial and Financial Reconstruction (BIFR) under Sick Industrial Companies (Special Provision) Act, 1985 on 12th January 2012, the outstanding amount of loan of Rs.5.12 crores is to be repaid in 84 equal monthly installments beginning from 1st November, 2011 i.e. Rs.6,10,000/- per month. The said loan is secured by equitable mortgage of factory premises at GIDC, Vapi & first charge on entire Plant & Machinery excluding those financed by other Financial Institution and also collateral security of Factory Premises at GIDC, Vapi, Valsad, Gujarat and Plant & Machinery. Further, personal guarantee of one of the Director and the Corporate Guarantee by Pharmaceutical Business Group (India) Ltd as on 31.03.2013 is given to the Company's Banker.

b) Pursuant to Scheme of Rehabilitation as approved by the Board for Industrial and Financial Reconstruction (BIFR) under Sick Industrial Companies (Special Provision) Act, 1985 on 12th January 2012, Themis Medicare Limited (TML) - Promoters / Co-promoters has brought funds to meet the cost of the scheme in the form of non-interest bearing unsecured loan to the extent of Rs.3,50,00,000 irrespective of the provisions of Companies Act, 1956 or any other guidelines. Since, Themis Medicare Limited (TML) has been introduced as Promoters / Co-promoters & pursuant to rehabilitation scheme for revival of the company, these funds are of long term nature and accordingly the same are shown as non-current borrowing.

c) (i) Amount due as on 31st March, 2015 in respect of repayment of principal amount of Indian rupee term loan from Bank is Rs.6,10,000/- which is outstanding since less than 30 days [Previous year Rs.6,03,438/- outstanding since less than 30 days].

(ii) Amount due as on 31st March, 2015 in respect of payment of interest amount of Indian rupee term loan from Bank is Rs.1,91,619/- which is outstanding since less than 30 days [Previous year Rs.2,53,798/- outstanding since less than 30 days]. The above outstanding interest amounts are included in Interest accrued and due on borrowings under Note 8 on "Other Current Liabilities".

2. Deferred Tax Liability (Net)

Note: In accordance with the Accounting Standard (AS) -22 "Accounting for Taxes on Income" as prescribed under section 133 of the Companies Act, 2013 ("the Act") read with Rule 7 of the Companies (Accounts) Rules, 2014, the Company has accounted for deferred taxation. As a matter of prudence, deferred tax assets on carried forward losses, unabsorbed depreciation and other assets have been recognised only to the extent of deferred tax liability.

Cash Credit from Bank (Secured) are repayable on demand and carries interest at (base rate 1% ) i.e. ranging 11% to 11.25 % p.a. (Previous year 11.25% p.a.) which is payable at the end of each month and are secured by hypothecation of book debts / receivables upto 120 days and collateral security of Factory Premises at GIDC, Vapi, Valsad, Gujarat and Plant & Machinery. Further, personal guarantee of one of the Director and the Corporate Guarantee by Pharmaceutical Business Group (India) Ltd as on 31.03.2013 is given to the Company's Banker.

a) The name of the Micro, Small & Medium Enterprises suppliers defined under "The Micro Small & Medium Enterprises Development Act, 2006 could not be identified, as the necessary evidence is not in the possession of the Company.

3. Margin money deposits given as security / Bank Guarantee:

Margin money deposits with a carrying amount of Rs.15,27,423/- (Previous year Rs.14,52,122/-) are to secure non-fund based inland letter of credit and Margin money deposit with a carrying amount of Rs.18,75,000/- (Previous year Rs.18,75,000/-) are to secure Bank Guarantee.

4. Disclosure under Revised Accounting Standard 15 on Employee Benefits:

Consequent to Accounting Standard 15 "Employee Benefits" (Revised 2005) becoming effective, the Company has made the provision for Defined Contribution Plan and Defined Benefit Plan.

A Defined Contribution Plan

During the year, the Company has recognized Rs. 15,99,174/- (Previous Year Rs. 15,96,407/-) towards Defined Contribution Plan Obligation.

B Defined Benefit Plan

a) Leave Encashment

Liability is computed on the basis of Leave Encashment benefit payable to all eligible employees at the rate of daily salary as per current accumulation of leave days, as per the Projected Unit Credit Method.

b) Gratuity

Liability is computed on the basis of Gratuity payable on death or resignation or on retirement, at attainment of superannuation age, with the qualifying salaries appropriately projected, as per the Projected Unit Credit Method. The disclosure of the same is as under.

5. Related party Disclosure

Disclosure requirement as per Accounting Standard 18 (AS-18) "Related Party Disclosure" notified under section 133 of the Companies Act, 2013 ("the Act") read with Rule 7 of the Companies (Accounts) Rules, 2014.

Name of the Related Party Nature of relationship

M/s. Pharmaceutical Business Investing party of which the company Group (India) Limited (PBG) is an Associate

M/s. Themis Medicare Limited Investing party of which the company is an Associate

M/s. Vividhmargi Investment Holding Company of M/s. Pvt. Ltd. Pharmaceutical Business Group (India) Limited

M/s. Yuhan Corporation Venturer in Joint Venture

Mr. Rajneesh Anand Key Management Personnel (President & CEO of the Company till 6th August, 2014 & Technical & Management Consultant w.e.f. 7th August, 2014)

Mr. Tapas Guha Key Management Personnel (Chief Executive Officer (CEO) of the Company from 7th August, 2014)

Mr. Bharat A. Desai Key Management Personnel (Chief Financial Officer (CFO) of the Company from 17th March, 2015)

Mr. Vikas P Tarekar Key Management Personnel (Company Secretary of the Company from 2nd July, 2014)

6. Contingent Liabilities

31st March, 2015 31st March, 2014 (Rs.) (Rs.)

Contingent liabilities not provided for in respect of:

i) Income tax under dispute 12,463,599 12,463,599

ii) Fringe benefit tax under dispute 201,972 201,972

iii) Disputed Labour Dues 63,748,664 61,028,138

iv) Claim against the company not 5,484,301 5,484,301 acknowledged as debts

v) Bank Guarantee given by UBI to 12,500,000 12,500,000 DGVCL

7. Estimated amount of contracts (net of advances) remaining to be executed on capital account and not provided for Rs. 25,97,309/- (Previous year Rs.2,48,788/-).

8. The outstanding balance as at 31st March, 2015, in respect of certain balances of trade receivables, deposits, loans & advances, liability for expenses, trade payables and creditors for capital expenditure are subject to confirmation and adjustments necessary upon reconciliation if any, consequential impact thereof in the financial statements is not ascertainable. The Management does not expect any material variation in the financial statements.

9. The Company has accumulated losses of Rs.10,37,05,584/- and negative net worth of Rs.78,53,651/- as at 31st March, 2015. Further, the Company also has a working capital deficiency. The Company is also a sick Company within the meaning of Section 3 (1) (o) of the Sick Industrial Companies (Special Provisions) Act 1985, and in accordance with the provisions of section 15 (I) of the said Act. The Company has been registered with the Board for Industrial & Financial Reconstruction (BIFR). Further the Rehabilitation Scheme had been sanctioned by the Board for Industrial and Financial Reconstruction (BIFR) in the hearing held 12th January, 2012. The Company has initiated efforts including development of new products and has ventured into manufacturing of goods on own and on job work basis so as to reduce the losses. The Company has made a profit in current year and also in previous year. Accordingly, these accounts have been prepared on a going concern basis.

10. The Company is manufacturing Bulk Drugs on job work basis for others. Hence, there is no separate reportable segment as per Accounting Standard - 17 (AS-17) "Segment Reporting" notified under section 133 of the Companies Act, 2013 ("the Act") read with Rule 7 of the Companies (Accounts) Rules, 2014.

11. In view of carry forward losses / unabsorbed depreciation of earlier years, company being a sick company and relief & concession granted by the BIFR, no provision for the Income Tax has been made on profit of the current year.

12. The Company's pending litigations comprise of claim against the Company and proceedings pending with Statutory and Tax Authorities. The Company has reviewed all its pending litigations and proceedings and has made adequate provisions, whenever required and disclosed the contingent liabilities, whenever applicable, in its financial statements. The Company does not expect the outcome of these proceedings to have a material impact on its financial position. (Refer Note No. 27 for details on Contingent Liabilities).

13. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

14. For the year ended March 31,2015, the company is not required to transfer any amount into the Investor Education & Protection Fund as required under relevant provisions of the Companies Act, 2013.

15. In the opinion of the Management, Current / Non-current Assets, Long term / Short term Loans & Advances are approximately of the value stated, if realized, in the ordinary course of business. The provision for all known and determined liability is adequate and not in the excess of the amount reasonably required.

16. During the year, one of the promoter M/s. Pharmaceutical Business Group (India) Ltd. has off loaded 14,23,000 equity shares of Rs.5/- each on 7th August, 2014 by way of an offer for sale through the stock exchange mechanism. As a result, the Company has achieved minimum public shareholding of 25% in compliance with SEBI order dated 28th March 2014. However, Hon'ble BIFR directed the Company vide its order dated 2nd January 2014, read with order dated 20th November 2013 to comply with the minimum public shareholding by way of issue of 18,96,000 fresh equity shares of face value of Rs.5/- each through public / right issue, for which the Company has filed miscellaneous application with BIFR to modify the said orders to the effect that the direction of issue of fresh equity shares is not necessary to be implemented. BIFR approval in this regard is awaited.

17. Previous year figures are regrouped and reclassified where ever necessary.


Mar 31, 2014

1 Pursuant to Scheme of Rehabilitation as approved by the Board for Industrial and Financial Reconstruction (BIFR) under Sick Industrial Companies (Special Provision) Act, 1985 on 12th January 2012, during the previous financial year, w.e.f. 6th April 2012, Paid up Share Capital of the Company comprising of 1,16,00,000 Equity Shares of 10/- each fully paid up was reduced to 1,16,00,000 Equity Shares of Rs. 5/- each fully paid up by way of reduction in paid up value of each share by Rs. 5/- each aggregating to Rs. 5,80,00,000/- by adjusting against accumulated losses of the Company to that extent.

2 Pursuant to Scheme of Rehabilitation as approved by the Board for Industrial and Financial Reconstruction (BIFR) under Sick Industrial Companies (Special Provision) Act, 1985 on 12th January 2012, during the previous financial year, on 15th May 2012, the Company had issued and allotted 29,28,702 equity shares of Rs. 5/- each fully paid up amounting to Rs. 1,46,43,510/- at a premium of Rs. 5/- per share amounting to Rs. 1,46,43,510/- aggregating to Rs. 2,92,87,020/- to Themis Medicare Ltd. (TML) (inducted as a co-promoter with an equity stake under Rehabilitation Scheme) for cash equivalent against the amount already invested for supply of capital equipment of Rs. 2,20,00,000/- and against advances of Rs. 72,87,020/-, in accordance with the terms of Scheme of Rehabilitation as approved by the BIFR under Sick Industrial Companies (Special Provision) Act, 1985 on 12th January 2012 and resolution passed at extra-ordinary general meeting on 6th April, 2012.

3. Term / Right attached to equity Share

The Company has only one class of equity shares having a par value of Rs. 5/- per share (P.Y. Rs. 5/- per share). Each holder of equity shares is entitled to one vote per share.

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

4. Details of shareholders holding more than 5% shares in the Company

As per records of 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.

a) Indian Rupee Loan from banks (secured) carries interest at base rate presently 10.25 % p.a. (previous year 10.25 % p.a.) Interest is payable at the end of each month. The original amount of loan was to be repaid in 84 monthly instalments starting from October, 2007. The first 78 Instalments were to be of Rs.13,33,000/- each and balance 6 instalments were to be of Rs. 19,29,000/-. Pursuant to Scheme of Rehabilitation as approved by the Board for Industrial and Financial Reconstruction (BIFR) under Sick Industrial Companies (Special Provision) Act, 1985 on 12th January 2012, the outstanding amount of loan of Rs. 5.12 crores is to be repaid in 84 equal monthly instalments beginning from 1st November, 2011 i.e. Rs. 6,10,000/- per month. The said loan is secured by charge on factory premises at GIDC, Vapi & first charge on entire Plant & Machinery excluding those financed by other Financial Institution. Further, secured by equitable mortgage of factory land & building & first charge of entire plant & machinery. Further, personal guarantee of one of the Director and the Corporate Guarantee by Pharmaceutical Business Group (India) Ltd to Company''s Banker to secure the loan is pending.

b) Pursuant to para 12.9 of Order dated January 12, 2012, the Hon''ble BIFR directed Gujarat Industrial Investment Corporation Ltd. (GIIC Ltd.) to accept principal amount of unsecured loan of Rs. 26,00,000/- in three equal yearly installments commencing from April 01, 2011 or alternatively the entire amount as would be decreed by the court will be payable by the Company before the end of the Scheme 2018. However upto 31st March 2013, as the GIIC had not communicated for repayment in three equal annual instalments, the same was treated as non-current borrowing. During the year, as per the communication received from GIIC Ltd., the Company has paid an amount of Rs. 31,00,000/- to GIIC Ltd. as full and final settlement payment towards their unsecured loan of Rs. 26,00,000/- & Rs. 5,00,000/- paid as compensation, in compliance with the BIFR order dated 12th January, 2012 and the same is shown as "Compensation paid to GIIC towards settlement of Loan" under the head "Finance Cost".

c) Pursuant to Scheme of Rehabilitation as approved by the Board for Industrial and Financial Reconstruction (BIFR) under Sick Industrial Companies (Special Provision) Act, 1985 on 12th January 2012, Themis Medicare Limited (TML) - Promoters / Co-promoters has brought funds to meet the cost of the scheme in the form of non-interest bearing unsecured loan to the extent of Rs. 3,50,00,000/- irrespective of the provisions of Companies Act, 1956 or any other guidelines. Since, Themis Medicare Limited (TML) has been introduced as Promoters / Co-promoters & pursuant to rehabilitation scheme for revival of the Company, these funds are of long term nature and accordingly the same are shown as non-current borrowing.

d) (i) Amount of continuing default as on 31st March, 2014 in respect of repayment of principal amount of Indian rupee term loan from Bank is Rs. 6,03,438/- (Previous year Rs. 6,10,000/-) outstanding since less than 30 days.

(ii) Amount of continuing default as on 31st March, 2014 in respect of payment of interest amount of Indian rupee term loan from Bank is Rs. 2,53,798/- outstanding since less than 30 days [Previous year Rs. 3,11,478/- outstanding since less than 30 days]. The above outstanding interest amounts are included in Interest accrued and due on borrowings under Note 8 on "Other Current Liabilities".

Note: In accordance with the Accounting Standard (AS) -22 "Accounting for Taxes on Income" notified under Companies (Accounting Standard) Rules, 2006, (as amended), the Company has accounted for deferred taxation. As a matter of prudence, deferred tax assets on carried forward losses, unabsorbed depreciation and other assets have been recognised only to the extent of deferred tax liability.

a) Cash Credit from Bank (Secured) are repayable on demand and carries interest at base rate 1% presently @ 11.25 % p.a. (Previous year 11.25% p.a.) which is payable at the end of each month and are secured by labour bills drawn on Artemis Biotech (a division of Themis Medicare Ltd.), hypothecation of all stocks of consumable stores, book debts and such other movable property of any kind belonging to the Company. Further secured by equitable mortgage of immovable properties (by the deposit of title deeds in favour of the bank) together with all buildings and structure erected/constructed thereon, existing or future, and/or fixed plant and machinery located at Vapi (Gujarat). Further, personal guarantee of one of the Director and the Corporate Guarantee by Pharmaceutical Business Group (India) Ltd to Company''s Banker to secure the loan is pending.

b) Outstanding balance as at 31st March, 2013 in respect of Loan from Lupin Limited is a returnable non-interest bearing loan and is repayable against 50% of the "Conversion Charges" for each invoice raised by till such time the loan is recovered in full. As, the Company does not have an unconditional right to defer the settlement of the liability for at least twelve months after the reporting date, the said loan has been classified as short term borrowing. The loan is secured against hypothecation of the equipments purchased availing the loan as and by way of first charge to Lupin Ltd and at the plant of the Company ("Property") by hypothecation / mortgage of the same as and by way of a first charge upon the Property to Lupin Ltd. However, the Company is in the process to create the necessary charges to hypothecate the equipments.

c) Amount of continuing default as on 31st March, 2014 in respect of payment of interest amount of Cash Credit from Bank is Rs. Nil/- [Previous year Rs. 1,61,920/- outstanding since less than 30 days]. The above outstanding interest amounts are included in Interest accrued and due on borrowings under Note 8 on "Other Current Liabilities".

a) The name of the Micro, Small & Medium Enterprises suppliers defined under "The Micro Small & Medium Enterprises Development Act, 2006 could not be identified, as the necessary evidence is not in the possession of the Company.

Margin money deposits given as security / Bank Guarantee:

Margin money deposits with a carrying amount of Rs. 14,52,122/- (Previous year Rs. 13,60,734/-) are to secure non-fund based inland letter of credit and Margin money deposit with a carrying amount of Rs. 18,75,000/- (Previous year Rs. Nil/-) are to secure Bank Guarantee.

Employee benefits expense for the year ended 31st March, 2014 includes amount of Rs. 1,00,000/- towards full & final settlement to two ex-workers who had left the organization long back.

Note: Hitherto, disposal charges for removal of waste material was being accounted as and when the material was removed from the factory premises however during the year the same is accounted when the said waste material arises during the conversion process. As a result there is an increase in disposal charges by Rs. 23,71,542/- however as the said charges are recovered from the Lupin Limited as conversion charges towards overhead recovery therefore there is no impact on the statement of profit and loss.

5 Pursuant to para 12.9 of Order dated January 12, 2012, the Hon''ble BIFR directed Gujarat Industrial Investment Corporation Ltd. (GIIC Ltd.) to accept principal amount of unsecured loan of Rs. 26,00,000/- in three equal yearly installments commencing from April 01, 2011 or alternatively the entire amount as would be decreed by the court will be payable by the Company before the end of the Scheme 2018. However upto 31st March 2013, as the GIIC had not communicated for repayment in three equal annual instalments, the same was treated as non-current borrowing. During the year, as per the communication received from GIIC Ltd., the Company has paid an amount of Rs.31,00,000/- to GIIC Ltd. as full and final settlement payment towards their unsecured loan of Rs. 26,00,000/- & Rs. 5,00,000/- paid as compensation and the same is shown as "Compensation paid to GIIC towards settlement of Loan" under the head "finance cost".

6 Disclosure under Revised Accounting Standard 15 on Employee Benefits:

Consequent to Accounting Standard 15 "Employee Benefits" (Revised 2005) becoming effective, the Company has made the provision for Defined Contribution Plan and Defined Benefit Plan.

A Defined Contribution Plan

During the year, the Company has recognized Rs.15,96,407/- (Previous Year Rs.15,48,009/-) towards Defined Contribution Plan Obligation.

B Defined Benefit Plan

a) Leave Encashment

Liability is computed on the basis of Leave Encashment benefit payable to all eligible employees at the rate of daily salary as per current accumulation of leave days, as per the Projected Unit Credit Method.

b) Gratuity

Liability is computed on the basis of Gratuity payable on death or resignation or on retirement, at attainment of superannuation age, with the qualifying salaries appropriately projected, as per the Projected Unit Credit Method. The disclosure of the same is as under.

7 Estimated amount of contracts (net of advances) remaining to be executed on capital account and not provided for Rs. 2,48,788/- (Previous year Rs. Nil/-).

8 The outstanding balance as at 31st March, 2014, in respect of certain balances of trade receivables, deposits, loans & advances, liability for expenses, trade payables and creditors for capital expenditure are subject to confirmation and adjustments necessary upon reconciliation if any, consequential impact thereof in the financial statements is not ascertainable. The Management does not expect any material variation in the financial statements.

9 The Company has brought forward losses of Rs. 19,45,11,078/- which has resulted in negative net worth of Rs. 5,33,99,635/- as at 31st March, 2014. Further, the Company also has a working capital deficiency. The Company is also a sick Company within the meaning of Section 3 (1) (o) of the Sick Industrial Companies (Special Provisions) Act 1985, and in accordance with the provisions of section 15 (I) of the said Act. The Company has been registered with the Board for Industrial & Financial Reconstruction (BIFR). Further the Rehabilitation Scheme had been sanctioned by the Board for Industrial and Financial Reconstruction (BIFR) in the hearing held 12th January, 2012. The Company has initiated efforts including development of new products and has ventured into manufacturing of goods on own and on job work basis so as to reduce the losses. The Company has made a profit in current year and also in previous year. Accordingly, these accounts have been prepared on a going concern basis.

10 The Company is manufacturing Bulk Drugs on job work basis for others. Hence, there is no separate reportable segment as per Accounting Standard - 17 (AS-17) "Segment Reporting" by as notified by Companies (Accounting Standards) Rules 2006.

11 In view of carry forward losses / ubabsorbed depreciation of earlier years, no provision for the Income Tax has been made on profit of the current year.

12 During the year, the Company has made an overhead recovery in respect of job work done in earlier year amounting to Rs. 22,50,000/- which has been included in net sales/income from operations.

13 The Company''s 1,45,28,702 Equity Shares of Rs. 5/- each listed on Ahmedabad Stock Exchange Limited (ASEL) are delisted with effect from January 22, 2014.

14 In the opinion of the Management, Current / Non-current Assets, Long term / Short term Loans & Advances are approximately of the value stated, if realized, in the ordinary course of business. The provision for all known and determined liability is adequate and not in the excess of the amount reasonably required.

15 Currently, the Company has 15.21% Public shareholding. Hon''ble BIFR vide its order dated November 20, 2013 has allowed the extension of time by 270 days from the date of this order i.e. upto August 17, 2014, subject to "no objection" of SEBI. "Securities and Exchange Board of India" (SEBI) also vide its letter dated April 1, 2014 has extended the time limit of increasing the Company''s public shareholding to the minimum 25% as stipulated under rule 19A of the "Securities Contracts (Regulation) Rules, 1957" (SCRR) till August 19, 2014.

16 Previous year figures are regrouped and reclassified where ever necessary.


Mar 31, 2013

1 Disclosure under Revised Accounting Standard 15 on Employee Benefits:

Consequent to Accounting Standard 15 "Employee Benefits" (Revised 2005) becoming effective, the Company has made the provision for Defined Contribution Plan and Defined Benefit Plan.

A Defined Contribution Plan

During the year, the Company has recognized Rs. 15,48,009/- (Previous Year Rs. 10,08,726/-) towards Defined Contribution Plan Obligation.

B Defined Benefit Plan

a) Leave Encashment

Liability is computed on the basis of Leave Encashment benefit payable to all eligible employees at the rate of daily salary as per current accumulation of leave days, as per the Projected Unit Credit Method.

2 Contingent Liabilities

31st March, 2013 31st March, 2012 In Rs In Rs

Contingent liabilities not provided for in respect of:

i) Letter of credit in respect of purchases, outstanding at the year-end 325,710 106,047

ii) Income tax under dispute 9,228,729 1,220,952

iii) Fringe benefit tax under dispute 201,972 201,972

iv) Disputed Labour Dues 53,773,056 44,638,168

v) Claim of interest on unsecured Loan from Gujarat Industrial Investment 11,729,277 11,261,277

Corporation (GIIC)

vi) Claims against the company not acknowledged as debts 6,235,519 6,589,780

3 Estimated amount of contracts (net of advances) remaining to be executed on capital account and not provided for Rs. Nil (Previous year Rs. 1,04,829/-).

4 The outstanding balance as at 31st March, 2013, in respect of certain balances of trade receivables, deposits, loans & advances, long term borrowings, liability for expenses, trade payables and creditors for capital expenditure are subject to confirmation and adjustments necessary upon reconciliation if any, consequential impact thereof in the financial statements is not ascertainable. The Management does not expect any material variation in the financial statements.

5 The Company has brought forward losses of Rs.26,32,08,796 which has resulted in negative net worth of Rs.9,86,59,145 as at 31st March, 2013. Further, the Company also has a working capital deficiency. The Company is also a sick Company within the meaning of Section 3 (1) (o) of the Sick Industrial Companies (Special Provisions) Act 1985, and in accordance with the provisions of section 15 (I) of the said Act. The Company has been registered with the Board for Industrial & Financial Reconstruction (BIFR). Further the Rehabilitation Scheme had been sanctioned by the Board for Industrial and Financial Reconstruction (BIFR) in the hearing held 12th January, 2012. The Company has initiated efforts including development of new products and has ventured into manufacturing of goods on own and on job work basis so as to reduce the losses. The Company has made a profit in current year and also in previous year. Accordingly, these accounts have been prepared on a going concern basis.

6 The Company is manufacturing Bulk Drugs for its own and on job work basis for others. Hence, there is no separate reportable segment as per Accounting Standard -17 (AS-17) "Segment Reporting" by as notified by Companies (Accounting Standards) Rules 2006.

7 In view of carry forward losses / unabsorbed depreciation of earlier years, no provision for the Income Tax has been made on profit of the current year.

8 In the opinion of the Management, Current / Non-current Assets, Long term / Short term Loans & Advances are approximately of the value stated, if realized, in the ordinary course of business. The provision for all known and determined liability is adequate and not in the excess of the amount reasonably required.

9 Previous year figures are regrouped and reclassified where ever necessary.


Mar 31, 2012

1 Disclosure under Revised Accounting Standard 15 on Employee Benefts:

Consequent to Accounting Standard 15 "Employee Benefts" (Revised 2005) becoming effective, the Company has made the provision for Defned Contribution Plan and Defned Beneft Plan.

A Defned Contribution Plan

During the year, the Company has recognized Rs.10,08,726/- (Previous Year Rs. 10,91,244/-) towards Defned Contribution Plan Obligation.

B Defned Beneft Plan

A) Leave Encashment

Liability is computed on the basis of Leave Encashment beneft payable to all eligible employees at the rate of daily salary as per current accumulation of leave days, as per the Projected Unit Credit Method.

2 Contingent Liabilities 2011-12 2010-11

In Rs In Rs

Contingent liabilities not provided for in respect of:

I) Letter of credit in respect of purchases, outstanding at the year-end 106,047 4,071,198

II) Income tax under dispute 1,220,952 1,807,387

III) Fringe beneft tax under dispute 201,972 201,972

IV) Disputed Labour Dues 44,638,168 37,903,835

V) Claim of interest on unsecured Loan from Gujarat Industrial Investment 11,261,277 10,793,277 Corporation (GIIC)

VI) Claim made by an ex-employee pending with Valsad Civil Court - 464,765 [including interest of Rs.Nil (P.Y Rs.1,95,556)]

VII) Claim made by an supplier pending with Vadodra Civil Court 548,816 465,098 [including interest of Rs.4,40,538 (P.Y Rs.3,56,820)]

3 Estimated amount of contracts (net of advances) remaining to be executed on capital account and not provided for Rs.1,04,829/- (Previous year Rs.12,73,533 /-).

4 The outstanding balance as at 31st March, 2012, in respect of certain balances of trade receivables, deposits, loans & advances, long term borrowings, liability for expenses, trade payables and creditors for capital expenditure are subject to confrmation and adjustments necessary upon reconciliation if any, consequential impact thereof in the fnancial statements is not ascertainable. The Mangement does not expect any material variation in the fnancial statements.

5 (a) The Company is a sick industrial Company under the provisions of the Sick Industrial Companies (Special Provisions) Act, 1985 (SICA). The Rehabilitation Scheme formulated for revival of the Company has been sanctioned by the BIFR at the hearing held on 12th January, 2012 and the BIFR order has been issued to the Company on 1st March, 2012. However pending the necessary consent / formalities with statutory authorities and stock exchanges as at 31st March, 2012, adjustments with regard to effect of the directions as contained in the scheme approved by the order of BIFR including the effect of reduction in equity share capital and issue of further equity shares have been given subsequent to the balance sheet date, except that the Company has already accounted during the year, for the relief of interest amounting to Rs.1,33,75,163 given by the operating Agency, Union Bank of India on account of reduction in interest rate from 1st October, 2008, the cutoff date from which the Company is declared as sick unit, to 30th September, 2011 (Rs.1,20,43,280 for the period from 1st October, 2008 to 31st March, 2011 which is shown as an exceptional item and Rs.13,31,883 for the period from 1st April, 2011 to 30th September, 2011 which is credited to fnance cost) and write back of unsecured loan of Rs.3,95,10,377 in terms of the approved scheme & consent for waiver by promoter Company "Yuhan Corporation" for repayment of unsecured loan of Rs.3,95,10,377 which has been shown as income under the head exceptional item.

(b) Other releif and concessions as provided in Rehabilitation Scheme sanctioned by the BIFR at the hearing held on 12th January 2012, are as under.

(i) Income tax department to consider relief u/s. 41(1) i.e. additions not to consider write back of liabilities / no longer considered payable, exemption from Minimum Alternate Tax (MAT) till the total loss is adjusted, to allow relief u/s.

72 for carry forward of losses beyond 8 years and until the earlier of their absorption against taxable income in future years, to consider waiver of penalty imposed.

(ii) Securities and Exchange Board of India to grant of exemption from opertaions / applicability of regulations 7, 10, 11 and 12 of the SEBI (Substantial Acquisition of Shares and Takeover) Regulations 1997.

(iii) Bombay Stock Exchange to allow continued listing of the Company's shares on the BSE post share capital restructuring, to consider automatic listing of additional shares.

(iv) Registrar of Companies (ROC) to consider waiver of fee payable to ROC, Gujarat in respect of increase in authorized share capital as and when contemplated.

(v) The Company may exercise the option of revaluing the land and writing off accumulated book losses to that extent with the permission of BIFR.

(vi) Promoters / Co-promoters to bring in funds to meet the cost of the scheme in the form of unsecured loan to the extent of Rs.3,50,00,000 irrespective of the provisions of Companies Act, 1956 or any other guidelines.

6 The Company has brought forward losses of Rs.27,90,76,856 which has resulted in negative net worth of Rs.13,86,43,883 as at 31st March, 2012. Further, the Company also has a working capital defciency. The Company is also a sick Company within the meaning of Section 3 (1) (o) of the Sick Industrial Companies (Special Provisions) Act 1985, and in accordance with the provisions of section 15 (I) of the said Act. The Company has been registered with the Board for Industrial & Financial Reconstruction (BIFR). Further the Rehabilitation Scheme has been sanctioned by the Board for Industrial and Financial Reconstruction (BIFR) in the hearing held 12th January, 2012. The Company has initiated efforts including development of new products and has ventured into manufacturing of goods on own and on job work basis so as to reduce the losses. Accordingly these accounts have been prepared on a going concern basis.

7 The Company is manufacturing Bulk Drugs for its own and on job work basis for others. Hence, there is no separate reportable segment as per Accounting Standard - 17 (AS-17) "Segment Reporting" as notifed by Companies (Accounting Standards) Rules 2006.

8 In view of carry forward losses of earlier years as per Income Tax, no provision for the Income Tax has been made on proft of the current year.

9 In the opinion of the Management, Current / Non-current Assets, Long term / Short term Loans & Advances are approximately of the value stated, if realized, in the ordinary course of business. The provision for all known and determined liability is adequate and not in the excess of the amount reasonably required.

10 During the year ended 31st March, 2012, the Revised schedule VI notifed under The Companies Act 1956, has become applicable to the Company, for presentation and preparation of its fnancial statement. The adoption of revised schedule VI does not impact recognition and measurement principles followed for preparation of fnancial statements. However, it has signifcant impacts on presentation and disclosure made in the fnancial statements. The Company has also reclassifed the previous year fgure in accordance with the requirements applicable in the current year.


Mar 31, 2010

1. CONTINGENT LIABILITIES NOT PROVIDED FOR IN RESPECT OF:

a) Letter of credit in respect of purchases, outstanding at the year end amounting to Rs.69,05,144/- (Previous year Rs.3,38,590/-). The same is secured against purchases of Coal and Raw Materials and pledge of Bank Deposit.

b) Income tax demand under dispute amounting to Rs.20,99,053/- (Previous year Rs. 16,03,518/-).

c) Disputed Labour Dues estimated at Rs.3,11,41,191/- (Previous year Rs.3,11,21,159/-)

d) Contingent Liability in respect of claim of interest on Unsecured Loan from Gujarat Industrial Investment Corporation (GIIC) amounting to Rs. 1,03,25,277/- (Previous Year Rs. 98,57,277/-)

e) Contingent Liability in respect of Claim of Rs.4,40,537/- (Previous Year 4,16,308/-) including interest @ 9% p.a. Rs.1,73,128/- (Previous Year Rs. 1,47,099/-) made by an ex-employee is pending with Valsad Civil Court.

2. EMPLOYEE BENEFITS

Consequent to Accounting Standard- 15-"Employee Benefits" (Revised 2005) becoming effective, the Company has made the provision for Defined Contribution Plan and Defined Benefit Plan.

I. Defined Contribution Plan:

During the year the Company has recognised Rs.9,20,340/- towards Defined Contribution Plan Obligation.

II. Defined Benefit Plan:

The Present value of obligations for gratuity and leave encashment are determined based on Actuarial Valuation using the Projected Unit Credit Method, which recognizes 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.

3. Estimated amount of contracts (net of advances) remaining to be executed on capital account and not provided for Rs.31,21,984 /- (Previous year - Rs.NIL /-).

4. As per the foreign collaboration agreement entered with M/s Yuhan Corporation, the royalty to M/s Yuhan Corporation is payable for first 10 profitable years on the basis of the ex-factory cost of production of Rifampicin. Since, the Company has not produced Rifampicin and has incurred losses in the current year, no provision in the books of account for royalty payable to M/s Yuhan Corporation has been made.

5. The Company has incurred losses of Rs. 1,08,34,838/- during the current year and has brought forward losses of Rs.235,473,998/- which has resulted in negative net worth of Rs. 12,17,43,923/- as at 31st March, 2010. Further, the Company also has a working capital deficiency. The Company is also a sick Company within the meaning of Section 3 (1) (o) of the Sick Industrial Companies (Special Provisions) Act 1985, and in accordance with the provisions of section 15 (I) of the said act. The Company has been registered with the Board for Industrial & Financial Reconstruction (BIFR). BIFR has appointed Union Bank of India as the Operating Agency (OA). The Company has initiated efforts including development of new products and has ventured into manufacturing of goods on job work basis and is hopeful of working out an acceptable revival strategy with BIFR, arresting these losses and turning around the operations in the coming years. Accordingly, these accounts have been prepared on a going concern basis.

6. The management is in the process of preparing the proper records of the fixed Assets showing the full particulars including quantitative details and situation of fixed Assets. Further during the year no physical verification of the Fixed Assets has been done and therefore discrepancies between book records and physical availability could not be ascertained. However in the opinion of the management that there will be no material discrepancies between Fixed Assets records as per books and its physical availability.

7. a) The outstanding balance as at 31st March, 2010 in respect of some of the Sundry Debtors, Deposits, Loans & Advances and Sundry Creditors are subject to confirmation from respective parties and consequential reconciliation/ adjustments arising there from, if any. The management however does not expect any material variation.

b) In the opinion of the Management, no item of Current Assets, Loans & Advances has a value on realization in the ordinary course of business, which is less than the amount at which it is stated in the Balance Sheet, unless otherwise specified.

8. During the year, the company has reviewed its fixed assets for impairment loss as required by Accounting Standard 28 "Impairment of Assets". In the opinion of the management no provision for impairment loss is considered necessary.

9. Gujarat Industrial Investment Corporation (GIIC) has filed a suit against the Company in City Civil Court in respect of interest on an unsecured loan of Rs 26,00,000/- taken by the Company in the year 1985-86 on the basis of Memorandum of Understanding (MOU), the total interest claimed by GIIC is Rs.93,11,277/-. The accumulated interest upto 31st March 2010 is Rs. 1,03,25,277/-. However the Company has disputed the said amount of interest claim on the ground that as per the resolution passed by the GIICs Board dated 18.07.1985 the said loan would not attract interest until the Company declares any dividend and the MOU was subject to approval by Industrial Development Bank of India (Lead Financial Institution). The Company has not declared any dividend from the date of taking the said loan. Further as per the scheme finalized by BIFR the said loan, being subordinated to the dues of the Banks and Financial Institutions would be repaid only after clearing the dues of banks and of the financial institutions, as GIIC is also a promoter of the Company.

In view of the above no provision has been considered necessary by the management in respect of the said claim of interest and the same has been disclosed as contingent liability.

10. In view of loss for the year no provision for the Income Tax has been made.

11. The Company is manufacturing Bulk Drugs on job work basis for others. Hence, there is no separate reportable segment as per Accounting Standard-17 (AS-17) issued by the Institute of Chartered Accountants of India.

12. Related party transaction:

A. Name of the Related Party and Nature of the Related Party Relationship:

a) Joint Venture Company : Yuhan Corporation

b) Associate Company : Pharmaceutical Business Group (India) Ltd.

c) Holding Company of : Vividhmargi Investment Pvt. Ltd Associate Company

d) Key Management Personnel : Mr.- Rajneesh Anand



Above mentioned related parties are identified by the management as per Accounting Standard (AS)- 18 " Related Party Transaction" issued by the Institute of Chartered Accountants of India and relied upon by the auditors.

13. a) In accordance with the Accounting Standard (AS) -22 "Accounting for Taxes on Income" issued by the Institute of Chartered Accountants of India, the Company has accounted for deferred taxation. Though the Company has significant amount of carried forward losses and unabsorb.ed depreciation, as a matter of prudence deferred tax assets have been recognised only to the extent of deferred tax liability.

14. During the year the Company had undertaken an exercise for reviewing old outstanding balances of Sundry Creditors and provisions. Based on the review, the Company has written back sundry credit balances of Rs.35,18,539/- (Previous year Rs.1,80,813/-).

15. Additional information pursuant to the provisions of paragraph 3, 4C and 4D of Part II of Schedule VI to the Companies Act, 1956.

16. Previous years figures have been regrouped / rearranged / recasted wherever necessary.

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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