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Notes to Accounts of Hester Biosciences Ltd.

Mar 31, 2017

1. Rights, Preferences and Restriction attached to Shares:-

Share capital of the company consists of one class of equity shares having a Par value of Rs.10/- Per Share. Each holder of equity share is eligible for one vote per share held. The dividend proposed by the Board of Director is subject to the approval of the Shareholders in the ensuing Annual General Meeting except Interim Dividend.

In the event of liquidation, the equity Shareholders are eligible to receive the remaining Asset of the company after distribution of all preferential amounts, in proportion to their Shareholding.

2. Cash Credit accounts and credit card are secured by first and exclusive hypothecation charge on all the current assets of the company. It is also collaterally secured by Equitable Mortgage of Land and Building on Survey No. 1972 and 1973/p1 situated at Village Merda Adraj, Kadi Thol Road, Kadi, Mehsana, and hypothecation of unencumbered plant and machinery of the company and personal guarantee of some of the directors.

3. Interest Rates on Loans are varying, which are linked to base rate of Bank, from time to time.

4. Balances with banks in current account include Unclaimed Dividend Amount of Rs.2,538,269 (P.Y. Rs.2,522,319)

5. Balances with banks in fixed deposit account includes balances held as margin money or security against borrowing, guarantees and other commitments Rs.5,228,175 (P.Y. Rs.2,973, Rs.112)

6 Balances of receivables, payables, loans & advances and deposits are subject to confirmations. Any adjustments, if required would be made at the time of reconciliation of settlement of accounts.

7. Pursuant to the Scheme of Amalgamation and Arrangement u/s 391 to 394 of the Companies Act, 1956 dated 8 December 2015, the company has issued 1 Equity share of Rs.10 each fully paid-up in respect of every 33,537 equity share of Rs.10 each in the equity share capital of Innoves Animal Health Private Limited, aggregating 65 equity shares of the company.

8. Adjustment represents borrowing costs that are attributable to the acquisitions or constructions of qualifying assets for expansion/new project were needed to be capitalized to the respective fixed assets in the previous years and in the current year the amount is capitalized to fixed assets thereby increasing the reserves by Rs.9.27 million.

9. In the opinion of the Board of directors, loans and advances are of the value stated in the Balance Sheet, to be realized in the normal course of business and provision for all known liabilities have been made in the books of accounts which are adequate and not in excess of the amount reasonably required.

10 Trade Receivables outstanding for a period exceeding six months from the date they are due for payment includes trade receivable of Rs. NIL (P.Y. Rs. 4.87 million) for which management is pursuing for its recovery and is negotiating with each party. Based on the current negotiation with the respective parties, management is hopeful for its realization in full and consequently no provision has been made for such trade receivables.

11. Regulation 34(3) read with para E of Schedule V of SEBI (Listing Obligations & Disclosure Requirement Regulations, 2015

A. Loans and Advances given to subsidiaries, associates, firms or companies in which directors are interested

Note: Figures in Brackets relate to Previous Year

12. The management of the company has during the year carried out technical evaluation for identification of impairment of assets, if any in accordance with the Accounting Standard (AS) 28, issued by the Institute of Chartered Accountants of India. Based on the judgement of the management and as certified by the directors, no provision for impairment of the asset is considered necessary in respect of any of the assets of the company.

13. Disclosure as per As-15 (Revised) on “Employee Benefit” for the year ended 31 March 2017

a Defined Contribution Plans

The company made contribution towards provident fund to defined contribution retirement benefit plans for qualifying employees. The provident fund plan is operated by the regional provident fund commissioner, the company required to contribute a specified percentage of payroll cost to the retirement benefit scheme to fund the benefit.

The company recognized Rs. 5.19 million (P.Y. ? 3.95 million) for provident fund contribution in the profit and loss account. The contributions payable to this plan by the Company are at rates specified in the rules of the scheme.

b Defined Benefit Plan

The company made annual contribution to the employee’s Group Gratuity Cash Accumulation Scheme of the Life Insurance Corporation of India, a funded benefit plan for qualifying employees. The scheme provides for lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 days salary payable for each completed year of service or a part thereof in excess of six months. Vesting occurs upon completion of five years of service.

The present value of define benefit obligation and the related current service cost were measured using the projected unit credit method as per actuarial valuation carried out at balance sheet date.

The following table sets out the funded status of the gratuity plan and the amount recognized by the company’s financial statement as at 31 March 2017.

14. Previous year’s figures have been regrouped/reclassified wherever necessary to confirm to current year’s classification/ disclosure.


Mar 31, 2016

1. Rights, Preferences and Restriction Attached to Shares:-

Share capital of the Company consists of one class of equity shares having a par value of H10 Per Share. Each holder of equity share is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting except Interim Dividend.

In the event of liquidation, the equity shareholders are eligible to receive the remaining asset of the Company after distribution of all preferential amounts, in proportion to their shareholding.

2. Cash Credit accounts are secured by first and exclusive hypothecation charge on all the current assets of the Company. It is also collaterally secured by equitable mortgage of Land and Building on Survey No. 1972 and 1973/p1 situated at Village Merda Adraj, Kadi Thol Road, Kadi, Mehsana, and hypothecation of unencumbered plant and machinery of the Company and personal guarantee of some of the directors.

3. Interest Rates on Loans are floating, which are linked to base rate of Bank, from time to time.

4. Balances with banks in current account include Unclaimed Dividend Amount of Rs.2,522,319 (P.Y. Rs.2,530,834 )

5. Balances with banks in fixed deposit account includes balances held as margin money or security against borrowing, guarantees and other commitments Rs.2,973,1 12 (P.Y. Rs.4,618,914)

6. Balances of receivables, payables, loans & advances and deposits are subject to confirmations. Any adjustments, if required would be made at the time of reconciliation of settlement of accounts.

7. Pursuant to the Scheme of Amalgamation and Arrangement u/s 391 to 394 of the Companies Act 1956 for amalgamation of erstwhile Gujarat Agrofarm Limited, Diavetra Life sciences Private Limited and Hester Biosciences (Mauritius) Limited (Wholly owned subsidiaries of the Company) and demerger of trading undertaking of Innoves Animal Health Private Limited with the Company as sanctioned by the Hon''ble High Court of Gujarat on 08 December, 2015 all the assets and liabilities of the erstwhile Gujarat Agrofarm Limited, Diavetra Life sciences Private Limited and Hester Biosciences (Mauritius) Limited and Trading under taking of Innoves Animal Health Private Limited were transferred to and vested in the Company with effect from the Appointed Date, 01 April, 2014. The Scheme has, accordingly, been given effect to in these Accounts.

The amalgamation has been accounted for under the "Pooling of Interest Method” as prescribed under Accounting Standard 14 "Accounting for Amalgamations” (AS 14) issued by the Institute of Chartered Accountants of India and as notified under section 133 of the Companies Act 2013 read with Rule 7 of the Companies Accountant Rules 2014.

In accordance to the Scheme Company has issued 1 Equity share of Rs.10 each fully paid-up in respect of every 33,537 equity share of Rs.10 each of Innove Animal Health Private Limited, aggregating 65 equity shares of the Company.

8. In order to give effect of Composite Scheme of Amalgamation and Arrangement as approved by Hon''ble High Court of Gujarat, the carrying value of Capital Assets of merged company Gujarat Agrofarm Limited (GAFL) has been taken over in books of Hester Biosciences Limited (HBL) w.e.f. 1 April 2014 being the appointed date in the order. GAFL was providing depreciation as per Written Down Value Method (WDV) and to align with the policy of providing depreciation of capital assets of Gujarat Agrofarm Limited with the Company, the method of depreciation is changed from WDV method to SLM and so the difference of carrying value of fixed assets as per SLM over WDV method as on 31 March 2014, being gain of Rs. 0.68 million is shown as exceptional item on the face of Statement of Profit & Loss for the year ended on 31 March 2015. The difference of carrying value of fixed assets as per SLM over WDV method as on 31 March 2015, being gain of Rs.3.92 million is reduced from total cost of depreciation for the year ended on 31 March 2015.

During the year ended on 31 March 2015, the Company has retrospectively changed the method of providing depreciation on fixed assets from the Written Down Value (WDV) method to Straight Line Method (SLM) at the rates higher than the rates prescribed in schedule XIV to the Companies Act, 1956 as duly certified by chartered engineer. The management believes that this change will result in a more appropriate presentation of the financial statements of the Company and will give as systematic basis of depreciation charge, more representative of the time pattern in which the economic benefits will be derived from the use of depreciation charge, more representative of the time pattern in which the economic benefits will be derived from the use of these assets. Accordingly Company has charged depreciation of Rs.52.91 million to statement of profit and loss for the year ended on 31 march 2015. The net credit of Rs.19.03 million being the difference of Written down value of assets as per WDV to SLM method as on 31 March 2014 has been shown as an ''exceptional item'' in the Statement of Profit & Loss for the year ended on 31 march 2015.

9. Pursuant to the enactment of the Companies Act, 2013 (the Act) and its applicability for the accounting period commencing after 01 April 2014, the Company has applied the estimated useful lives of the assets as specified in Schedule - II except in respect of certain assets as disclosed in accounting policy on Fixed Assets and Depreciation / Amortization. Accordingly the unamortized carrying value of tangible and non tangible assets is being depreciated / amortized over the remaining / revised useful life of each asset. Written down value of the fixed assets whose useful life has already exhausted on 01 April 2014 amounting to Rs.13.51 million has been charged to General Reserve in the financial year 2014-15.

10. Adjustment represents borrowing costs that are attributable to the acquisitions or constructions of qualifying assets for expansion / new project were needed to be capitalized to the respective fixed assets in the previous years and in the current year the amount is capitalized to fixed assets thereby increasing the reserves by Rs.10.50 Million.

11. The Company has started implementing component accounting as required under Schedule II to the Companies Act, 2013 in phased manner. Impact of this reassessment is not material for the phases which are completed and for the remaining phases, which are under process effect will be given on completion of verification process.

12. I n the opinion of the Board of Directors, loans and advances are of the value stated in the Balance Sheet, to be realized in the normal course of business and provision for all known liabilities have been made in the books of accounts which are adequate and not in excess of the amount reasonably required.

13. Trade Receivables outstanding for a period exceeding six months from the date they are due for payment includes trade receivable of H 4.87 million (P.Y. H6.74 million) for which management is persuing for its recovery and is negotiating with each party. Based on the current negotiation with the respective parties, management is hopeful for its realization in full and consequently no provision has been made for such trade receivables.

14. Disclosure as per Clause 32 of listing agreements with the Stock Exchanges:

A Loans and Advances given to subsidiaries, associates, firms or companies in which Directors are interested

15. The management of the Company has during the year carried out technical evaluation for identification of impairment of assets, if any in accordance with the Accounting Standard (AS) 28, issued by the Institute of Chartered Accountants of India. Based on the judgment of the management and as certified by the Directors, no provision for impairment of the asset is considered necessary in respect of any of the assets of the Company.

16. Disclosure as per As-15 (Revised) on "Employee Benefit" for the year ended 31 March 2016

a Defined Contribution Plans

The Company made contribution towards provident fund to defined contribution retirement benefit plans for qualifying employees. The provident fund plan is operated by the regional provident fund commissioner, the Company required to contribute a specified percentage of payroll cost to the retirement benefit scheme to fund the benefit.

The Company recognized Rs.3.95 million (P.Y. Rs.2.62 million) for provident fund contribution in the profit and loss account. The contributions payable to this plan by the Company are at rates specified in the rules of the scheme.

b Defined benefit Plan

The Company made annual contribution to the employee''s Group Gratuity Cash Accumulation Scheme of the Life Insurance Corporation of India, a funded benefit plan for qualifying employees. The scheme provides for lumpsum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 days salary payable for each completed year of service or a part thereof in excess of six months. Vesting occurs upon completion of five years of service.

The present value of define benefit obligation and the related current service cost were measured using the projected unit credit method as per actuarial valuation carried out at balance sheet date.

The following table sets out the funded status of the gratuity plan and the amount recognized by the Company''s financial statements as at 31 March 2016.

17. Previous year''s figures have been regrouped / reclassified wherever necessary to confirm with current year''s classification / disclosure.


Mar 31, 2015

1. CORPORATE INFORMATION

Hester Biosciences Limited is a public limited company domiciled in india and listed on Bombay Stock Exchange (BSE) and National stock exchange (NSE). The company is engaged in manufacturing of Poultry vaccines and Large Animal Vaccines and trading of Large animal health products having its manufacturing set up at Merda Adraj village, Mehsana District, Gujarat.

2. Rights, Preferences and Restriction attached to Shares:-

Share capital of the company consists of one class of equity shares having a Par value of Rs.10 Per Share. Each holder of equity share is eligible for one vote per share held. The dividend proposed by the Board of Director is subject to the approval of the shareholders in the ensuing Annual General Meeting except interim dividend.

In the event of liquidation the equity shareholders are eligible to receive the remaining Asset of the company after distribution of all preferential amounts, in proportion to their shareholding.

3. Aggregate number and class of shares alloted as fully paid up by way of bonus shares for the period of 5 years immediately preceeding the Balance sheet date:-

As per terms and conditions approved at the Annual General meeting of the company held on 14 september 2012, company had issued 2,835,600 fully paid equity shares with voting rights as bonus with face value of Rs.10 each by capitalising Reserves.

4. Cash Credit accounts are secured by first and exlusive hypothecation charge on all the current assets of the company. it is also collaterally secured by Equitable Mortgage of Land and Biulding on survey No. 1972 and 1973/p1 situated at Village Merda Adraj, Kadi Thol Road, Kadi, mehsana, and hypothecation of unencumbered plant and machinery of the company and personal guarantee of some of the directors.

5. interest Rates on Loans are varying, which are linked to base rate of Bank, from time to time.

6. Balances with banks in current account include Unclaimed Dividend Amount of Rs.2,530,834 (P.Y. Rs.2,376,614)

7. Balances with banks in fixed deposit account includes balances held as margin money or security against borrowing, guarantees and other commitments Rs.4,092,217 (P.Y. Rs.3,738,971)

8. a) Contingent Liabilities

Other money for which company is contingently liable in respect of income tax matters Rs.5,618,605 (P. Y. Nil)

b) Commitments

Estimated amount of contracts remaining to be executed on capital account and not provided for (net-off advances): Rs.8.54 million (P.Y. 109.95 million)

9. Figures are rounded off to nearest rupee.

10. certain balances of receivables, payables, loans and advances and deposits are subject to confirmations. Any adjustments, if required would be made at the time of reconciliation or settlement of accounts

11. Disclosure of amount payable to enterprises defined under the Micro, small and Medium enterprises Development Act, 2006 is based on the information available with the company regarding the status of registration of such enterprises under this Act. Accordingly, disclosure in respect of the amounts payable to such enterprises outstanding as on 31 march 2015 has been made in the financial statements based on information received and such amount outstanding as on 31 march 2015 from micro and small enterprises is ML, which the auditors have relied upon. Further, in the view of the management, the impact of interest, if any, that may be payable in accordance with the provision of the Act is not expected to be material.

12. Pursuant to the enactment of the companies Act, 2013 (the Act) and its applicability for the accounting periods commencing after 01 April 2014, the company has applied the estimated lives of the assets as specified in Schedule - ii except in respect of certain assets of "New Project" as disclosed in accounting policy on Fixed Assets and Depreciation/Amortisation. Accordingly the unamortised carrying value of tangible and non tangible assets is being depreciated / amortised over the remaining / revised useful life of each asset. Written down value of the fixed assets whose useful life has already exhausted on 01 April 2014 amounting to Rs.13.51 million has been charged to General Reserve.

13. in order to simplify corporate structure, reduce multiplicity of legal and regulatory compliances, eliminate duplication in administrative costs and achieve operational efficiencies, during the year Board of Directors has approved a Composite Scheme of Amalgamation and Arrangement ('the Scheme') to merge Gujarat Agrofarm Limited, Diavetra Lifesciences Private Limited and Hester Biosciences (Mauritius) Limited with the company in addition to demerger of Trading undertaking of innoves Animal Health Private Limited into Hester Biosciences Limited pursuant to Sections 391 to 394 of the Companies Act, 1956 read with other applicable provisions of the Companies Act, 1956, the Companies Act, 2013 ('the Act') and Mauritius Companies Act, 2001.

The Appointed Date of the Scheme was 01 April 2014. The Scheme is subject to necessary approvals inter alia from Stock Exchanges, shareholders and creditors of the company and sanction from Hon'ble High Court of Gujarat, which is under process.

The Company, upon the scheme being effective, shall account for said amalgamation and arrangement in line with the provisions of the scheme as may be approved by the Gujarat High Court.

14. in-house Research and Development facility established by the company for "Manufacturing veternity vaccines for Poultry" was approved by Ministry of Science and Technology, Government of india under section 35(2AB) of the income Tax Act, 1961 in F.Y. 2013-14.

15. in the opinion of the Board of directors, loans and advances are of the value stated in the Balance Sheet, to be realised in the normal course of business and provision for all known liabilities have been made in the books of accounts which are adequate and not in excess of the amount reasonably required.

16. Trade Receivables outstanding for a period exceeding six months from the date they are due for payment includes trade receivable of Rs.6,739,623 (P.Y. Rs.8,834,135) for which management is pursuing for its recovery and is negotiating with each party. Based on the current negotiation with the respective parties, management is hopeful for its realisation in full and consequently no provision has been made for such trade receivables.

17. The management of the company has during the year carried out technical evaluation for identification of impairment of assets, if any in accordance with the Accounting standard (As) 28, issued by the institute of chartered Accountants of india. Based on the judgment of the management and as certified by the directors, no provision for impairment of the asset is considered necessary in respect of any of the assets of the company.

18. RELATED PARTY DISCLOSURES:

(i) List of Related Parties:

(a) Subsidiary Companies:

1. Hester Biosciences (Mauritius) Limited

2. Diavetra Lifesciences Private Limited

3. Gujarat Agrofarm Limited

(b) Group Companies / Associates:

1. Hester coatings Private Limited

2. sinsui (india) Private Limited

3. Biolink Healthcare Limited

4. Hester Diagnostic Private Limited

(c) Key Management Personnel:

1. Rajiv Gandhi - CEO & Managing Director

2. Jigar Shah - CFO

(d) Promoters and their relatives having control:

1. Dr. Bhupendra V. Gandhi (Non-Executive Chairman)

2. Mr. Sanjiv Gandhi (Non-Executive Director)

3. Mr. Ravin Gandhi (Non-Executive Director)

19. DISCLOSURE AS PER AS-15 (REVISED) ON " EMPLOYEE BENEFIT " FOR THE YEAR ENDED 31 MARCH 2015

a) Defined Contribution Plans

The company made contribution towards provident fund to defined contribution retirement benefit plans for qualifying employees. the provident fund plan is operated by the regional provident fund commissioner, the company required to contribute a specified percentage of payroll cost to the retirement benefit scheme to fund the benefit.

The company recognised Rs.2.62 million (P.Y. Rs.2.15 million) for provident fund contribution in the profit and loss account. the contributions payable to this plan by the company are at rates specified in the rules of the scheme.

b) Defined benefit Plan

The company made annual contribution to the employee's Group Gratuity cash Accumulation scheme of the Life insurance corporation of india, a funded benefit plan for qualifying employees. the scheme provides for lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 days salary payable for each completed year of service or a part thereof in excess of six months. Vesting occurs upon completion of five years of service.

20. The Ministry of Corporate Affairs, Government of india, vide General Circular No. 2 and 3 dated 8 February 2011 and 21 February 2011 respectively has granted a general exemption from compliance with section 212 of the companies Act, 1956, subject to fulfillment of conditions stipulated in the circular. the company has satisfied the conditions stipulated in the circular and hence is entitled to the exemption. necessary information relating to the subsidiaries has been included in the consolidated Financial statements.

21. Previous year's figures have been regrouped/ reclassified wherever necessary to confirm to current year's classification/disclosure.


Mar 31, 2014

CORPORATE INFORMATION

Hester Biosciences Limited is a public limited company domiciled in India and listed on Bombay Stock Exchange (BSE). The company is engaged in manufacturing of Poultry vaccines having its manufacturing set up at Merda Adraj village, Mehsana District, Gujarat. Company is also engaged in trading of Poultry Vaccines and Large Animal health products.

1. CONTINGENT LIABILITIES & COMMITMENTS

Estimated amount of contracts remaining to be executed on capital account and not provided for (net-off advances): Rs. 109.95 million (P.Y. Rs. 119.82 million).

2. Figures are rounded off to nearest rupee.

3. Certain balances of receivables, payables, loans and advances and deposits are subject to confirmations. Any adjustments, if required would be made at the time of reconciliation or settlement of accounts.

4. Disclosure of amount payable to enterprises defined under the Micro, Small and Medium Enterprises Development Act, 2006 is based on the information available with the company regarding the status of registration of such enterprises under this Act. Accordingly, Disclosure in respect of the amounts payable to such enterprises outstanding as on 31st March, 2014 has been made in the financial statements based on information received and such amount outstanding as on 31st March, 2014 from Micro and Small Enterprises is NIL, which the auditors have relied upon. Further, in the view of the management, the impact of interest, if any, that may be payable in accordance with the provision of the Act is not expected to be material.

5. In the opinion of the Board of directors, loans and advances are of the value stated in the Balance Sheet, to be realized in the normal course of business and provision for all known liabilities have been made in the books of accounts which are adequate and not in excess of the amount reasonably required.

6. Trade Receivables outstanding for a period exceeding six months from the date they are due for payment includes trade receivable of Rs. 8,834,135/- (P.Y. Nil) for which management is pursuing for its recovery and is negotiating with each party. Based on the current negotiation with the respective parties, management is hopeful for its realization in full and consequently no provision has been made for such trade receivables.

7. The management of the company has during the year carried out technical evaluation for identification of impairment of assets, if any in accordance with the Accounting Standard (AS) 28, issued by the Institute of Chartered Accountants of India. Based on the judgment of the management and as certified by the directors, no provision for impairment of the asset is considered necessary in respect of any of the assets of the company.

9. DISCLOSURE AS PER AS-15 (REVISED) ON " EMPLOYEE BENEFIT " FOR THE YEAR ENDED 31ST MARCH,2014

a) Defined Contribution Plans

The company made contribution towards provident fund to defined contribution retirement benefit plans for qualifying employees. The provident fund plan is operated by the regional provident fund commissioner, the company required to contribute a specified percentage of payroll cost to the retirement benefit scheme to fund the benefit.

The company recognized Rs. 2.15 million (P.Y. 1.95 million) for provident fund contribution in the profit and loss account. The contributions payable to this plan by the company are at rates specified in the rules of the scheme.

b) Defined benefit Plan

The company made annual contribution to the employee''s Group Gratuity Cash Accumulation Scheme of the Life Insurance Corporation of India, a funded benefit plan for qualifying employees. The scheme provides for lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 days salary payable for each completed year of service or a part thereof in excess of six months. Vesting occurs upon completion of five years of service.

The present value of define benefit obligation and the related current service cost were measured using the projected unit credit method as per actuarial valuation carried out at balance sheet date.

10. The Ministry of Corporate Affairs, Government of India, vide General Circular No. 2 and 3 dated 8th February 2011 and 21st February, 2011 respectively has granted a general exemption from compliance with section 212 of the Companies Act, 1956, subject to fulfillment of conditions stipulated in the circular. The Company has satisfied the conditions stipulated in the circular and hence is entitled to the exemption. Necessary information relating to the subsidiaries has been included in the Consolidated Financial Statements. The present value of define benefit obligation and the related current service cost were measured using the projected unit credit method as per actuarial valuation carried out at balance sheet date.


Mar 31, 2013

Note 1. CORPORATE INFORMATION

Hester Biosciences Limited is a public limited company domiciled in India and listed on Bombay Stock Exchange (BSE). The company is engaged in manufacturing of Poultry vaccines having its manufacturing set up at Village MerdaAdraj,TalukaKadi,District Mehsana,Gujarat. Company is also engaged in trading of Poultry Vaccines and Large Animal health products.

Note 2.CONTINGENT LIABILITIES& COMMITMENTS

Estimated amount of contracts remaining to be executed on capital account and not provided for (net-off advances): Rs.119.82Million(P.Y. Rs.28.81 Million).

Note 3.

Figures are rounded off to nearest rupee.

Note 4

Certain balances of receivables, payables, loans and advances and deposits are subject to confirmations. Any adjustments, if required would be made at the time of reconciliation or settlement of accounts.

Note 5

The Management has initiated the process of identifying enterprise which have provided goods & services to the Company and which qualify under the definition of Micro and Small Enterprises, as defined under Micro, Small and Medium Enterprises Development Act, 2006. Accordingly, the disclosure in respect of the amounts payable to such enterprises outstanding as on 31st March, 2013 has been made in the financial statements based on information received and such amount outstanding as on 31st March, 2013 from Micro and Small Enterprises is NIL, which the auditors have relied upon. Further, in the view of the management, the impact of interest, if any, that may be payable in accordance with the provision of the Act is not expected to be material.

Note 6

As per terms & conditions approved at the Annual General Meeting of the Company held on 14th September, 2012, Company had issued 2,835,600 fully paid equity sharesas bonus with face value of Rs. 10 each to the existing shareholders of the company whose names appear in the Register of Members by capitalizing Reserves.

Note 7 BUSINESS TRANSFER AGREEMENT

During the year, company entered into a business transfer agreement with Innoves Animal Health Pvt. Ltd. By virtue of which, company has acquired its large animal Health Products business, computing of all its business assets and liabilities on slump sale basis.

Note 8

In the opinion of the Board of directors, loans and advances are of the value stated in the Balance Sheet, to be realized in the normal course of business and provision for all known liabilities have been made in the books of accounts which are adequate and not in excess of the amount reasonably required.

Note 9

The management of the company has during the year carried out technical evaluation for identification of impairment of assets, if any in accordance with the Accounting Standard (AS) 28, issued by the Institute of Chartered Accountants of India. Based on the judgment of the management and as certified by the directors, no provision for impairment of the asset is considered necessary in respect of any of the assets of the company.

Note 10 RELATED PARTY DISCLOSURES:

(i) List of Related Parties :

(a) Subsidiary Companies:-

1. Hester Biosciences (Mauritius) Limited

2. Diavetra Lifesciences Private Limited.

(b) Group Companies/ Associates:-

1. Hester Coatings Private Limited

2. Sinsui (India) Private Limited

3. Biolink Healthcare Private Limited

4. Hester Diagnostics Private Limited

(c) Key Management Personnel:

1. Rajiv Gandhi - CEO & Managing Director

2. Jigar Shah - CFO

(d) Promoters and their relatives having control:

1. Dr. Bhupendra V. Gandhi (Non-executive chairman)

2. Mr. Sanjiv Gandhi (Non-Executive Director)

3. Mr. Ravin Gandhi (Non-Executive Director)

Note 11 DISCLOSURE AS PER AS-15 (REVISED) ON " EMPLOYEE BENEFIT " FOR THE YEAR ENDED 31ST MARCH,2013

a) Defined Contribution Plans

The company made contribution towards provident fund to defined contribution retirement benefit plans for qualifying employees. The provident fund plan is operated by the regional provident fund commissioner, the company required to contribute a specified percentage of payroll cost to the retirement benefit scheme to fund the benefit.

The company recognized Rs.1.95 Million (P.Y. 1.64 Million) for provident fund contribution in the profit and loss account. The contributions payable to this plan by the company are at rates specified in the rules of the scheme.

b) Defined benefit Plan

The company made annual contribution to the employee''s Group Gratuity Cash Accumulation Scheme of the Life Insurance Corporation of India, a funded benefit plan for qualifying employees. The scheme provides for lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 days salary payable for each completed year of service or a part thereof in excess of six months. Vesting occurs upon completion of five years of service.

The present value of define benefit obligation and the related current service cost were measured using the projected unit credit method as per actuarial valuation carried out at balance sheet date.

The following table sets out the funded status of the gratuity plan and the amount recognized by the company''s financial statement as at 31st March 2013.

Note 12

The Ministry of Corporate Affairs, Government of India, vide General Circular No. 2 and 3 dated 8th February 2011 and 21st February, 2011 respectively has granted a general exemption from compliance with section 212 of the Companies Act, 1956, subject to fulfillment of conditions stipulated in the circular. The Company has satisfied the conditions stipulated in the circular and hence is entitled to the exemption. Necessary information relating to the subsidiaries has been included in the Consolidated Financial Statements.

Note 13

Previous year''s figures have been regrouped/ reclassified wherever necessary to confirm to current year''s classification/disclosure.


Mar 31, 2012

Note CORPORATE INFORMATION

Hester Biosciences Limited (the 'Company') is a public limited company domiciled in India and listed on Bombay Stock Exchange (BSE). The Company is engaged in manufacturing of Poultry vaccines having its manufacturing set up at Merda Adraj village, Mehsana District, Gujarat. Company is also engaged in trading of Poultry Vaccines.

The Company has its subsidiary namely Hester Biosciences (Mauritius) Limited, Mauritius which is considered in these Consolidated Financial Statements.

Note 1.1 Rights, Preferences and Restriction attached to Shares:

Share capital of the Company consists of one class of equity shares having a Par value of Rs.10/- Per Share. Each holder of equity share is eligible for one vote per share held. The dividend proposed by the Board of Director is subject to the approval of the Shareholders in the ensuing Annual General Meeting except Interim Dividend.

In the event of liquidation the equity Shareholders are eligible to receive the remaining Asset of the Company after distribution of all preferential amounts, in proportion to their Shareholding.

Note 2.1

Each warrant carry option to be convertible into 1 number of equity share of Rs. 10/- each within 18 months from the date of allotment of warrants at a price of Rs. 137/-per share.

Note 3.1

BOI-CC 5102 and BOI- STAR Channel A/c are secured by hypothecation of stocks.

BOI-CC 5103 is secured by hypothecation of book debts.

Interest rates on Loans are varying, which are linked to base rate of Bank, from time to time.

4.1 Balance with banks include Unclaimed Dividend Amount of Rs.2,347,131/- (P.Y. Rs.2,350,585/-)

4.2 Following are the balances with bank held as margin money or security against borrowing, guarantees and other commitments Rs. 2,885,960/-(P.Y. 2,766,599/-)

4.3 Fixed deposits include Rs.2,231,120(P.Y. Rs.2,675,089) having maturity period of more than 12 months.

*Excise Duty shown under expenditure represents the aggregate of Excise Duty borne by the Company and difference between excise duty on opening & closing stock of finished goods.

Note 5 PROVISION AND CONTINGENCIES

The Company creates a provision when there is present obligation as a result of a past event that probably requires an outflow of resources and a reliable estimate can be made of the amount of obligation. A disclosure for a contingent liability is made when there is possible obligation or a present obligation that probably will not require an outflow of resources or where a reliable estimate of the obligation cannot be made.

CONTINGENT LIABILITIES & COMMITMENTS:

Estimated amount of contracts remaining to be executed on capital account and not provided for (net-off advances) Rs. 28.81 million (P.Y.Rs. 1.85 million).

Note 6

Figures are rounded off to nearest rupee.

Note 7

In the opinion of the Board of directors, loans and advances are of the value stated in the Balance Sheet, to be realised in the normal course of business and provision for all known liabilities have been made in the books of accounts which are adequate and not in excess of the amount reasonable required.

Note 8

The management of the Company has during the year carried out technical evaluation for identification of impairment of assets, if any in accordance with the Accounting Standard (AS) 28, issued by the Institute of Chartered Accountants of India. Based on the judgment of the management and as certified by the directors, no provision for impairment of the asset is considered necessary in respect of any of the assets of the Company.

Note 9

The amount of loans and advances include Rs. 2,036,444(P.Y. Rs. 1,069,829/-) loans to companies, Firms and persons as listed in the register maintained under Section 301 of the Companies act, 1956. Maximum outstanding during the year was Rs. 2,142,799/- (P.Y. Rs. 1,088,557/-)

Note 10

10.Balance of Trade Receivables, Trade Payables and Loans and Advances are as per books and subject to confirmation reconciliation from respective parties.

Note 11

The Management has initiated the process of identifying enterprise which have provided goods & services to the Company and which qualify under the definition of Micro and Small Enterprises, as defined under Micro, Small and Medium Enterprises Development Act, 2006. Accordingly, the disclosure in respect of the amounts payable to such enterprises outstanding as on March 31, 2012 has been made in the financials statements based on information received and such amount outstanding as on March 31, 2012 from Micro and Small Enterprises is NIL, which the auditors have relied upon. Further, in the view of the management, the impact of interest, if any, that may be payable in accordance with the provision of the Act is not expected to be material.

Note 12

12.As per terms & conditions approved at the Annual General Meeting of the Company held on 28th July, 2010, Company had allotted 480,000 convertible warrants, to promoters group and non promoters on preferential basis on 12th August, 2010 on receipt of subscription amount of Rs.34.25/- per warrant.

Pursuant to the terms & conditions of Equity warrants, during the year 480,000 warrants were converted into 480,000 equity shares of Rs.10/- each fully paid at premium of Rs.127/- per share.

Note 13 RELATED PARTY DISCLOSURES

i) List of Related Parties :

Related parties with whom transactions have taken place during the year.

a) Subsidiary Company

1. Hester Biosciences (Mauritius) Limited

b) Group Companies/Associates / Individual Relatives:

1. Hester Coatings Pvt. Ltd.

2. Sinsui (India) Pvt .Ltd.

3. Biolink Healthcare Pvt. Ltd.

c) Key Management Personnel:

1. Rajiv Gandhi - C.E.O & Managing Director.

2. Jigar Shah - C.F.O

Note 14

F.O.B. value of exports Rs. 29,208,328/- ( P.Y. Rs. 32,977,671/-)

Note 15

Disclosure as per As-15 (Revised) on " Employee Benefit " for the year ended 31st March,2012

a) Defined Contribution Plans

The Company made contribution towards provident fund to defined contribution retirement benefit plans for qualifying employees. The provident fund plan is operated by the regional provident fund commissioner, the Company required to contribute a specified percentage of payroll cost to the retirement befit scheme to fund the benefit.

The Company recognised Rs. 1.64 million (P.Y 1.29 million) for provident fund contribution in the profit and loss account. The contributions payable to this plan by the Company are at rates specified in the rules of the scheme.

b) Defined benefit Plan

The Company made annual contribution to the employee's Group Gratuity Cash Accumulation Scheme of the Life Insurance Corporation of India, a funded benefit plan for qualifying employees. The scheme provides for lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 days salary payable for each completed year of service or a part thereof in excess of six months. Vesting occurs upon completion of five years of service.

The present value of define benefit obligation and the related current service cost were measured using the projected unit credit method as per actuarial valuation carried out at balance sheet date.

The following table sets out the funded status of the gratuity plan and the amount recognised by the Company's financial statement as at 31st March 2012.

Note 16

As the Company's business activity, in the opinion of the Management, falls within a single primary segment i.e. Veterinary ( Poultry) Vaccines, which are subject to same risks and returns, the disclosure requirements of Accounting Standard (AS) - 17 "Segment Reporting" issued by the Institute of chartered Accountants of India are, in the opinion of the management, not applicable.

Note 17

The Ministry of Corporate Affairs, Government of India, vide General Circular No. 2 and 3 dated 8th February 2011 and 21st February, 2011 respectively has granted a general exemption from compliance with section 212 of the Companies Act, 1956, subject to fulfillment of conditions stipulated in the circular. The Company has satisfied the conditions stipulated in the circular and hence is entitled to the exemption. Necessary information relating to the subsidiaries has been included in the Consolidated Financial Statements.

Note 18

These financial statements have been prepared in format prescribed by the Revised Schedule VI notified under the companies Act, 1956.This has significantly impacted the presentations and disclosures made in the financial statements. Previous year's figures have been regrouped/reclassified wherever necessary to confirm to current year's classification/disclosure.


Mar 31, 2011

1. PROVISION AND CONTINGENCIES

The Company creates a provision when there is present obligation as a result of a past event that probably requires an outflow of resources and a reliable estimate can be made of the amount of obligation. A disclosure for a contingent liability is made when there is possible obligation or a present obligation that probably will not require an outflow of resources or where a reliable estimate of the obligation cannot be made.

CONTINGENT LIABILITIES & COMMITMENTS:

a. Claims against the Company not acknowledgement as debts. Rs. Nil (Previous year Nil)

b. (i) Estimated amount of contracts remaining to be executed on capital account and not provided for (net-off advances) Rs.1.85 million (Previous year 4.62 million).

2. Figures are rounded off to nearest rupee and previous year’s figures have been regrouped wherever necessary.

3. In the opinion of the Board of directors, loans and advances are of the value stated in the Balance Sheet, to be realized in the normal course of business and provision for all known liabilities have been made in the books of accounts which are adequate and not in excess of the amount reasonably required.

4. The management of the company has during the year carried out technical evaluation for identification of impairment of assets, if any in accordance with the Accounting Standard (AS) 28, issued by the Institute of Chartered Accountants of India. Based on the judgment of the management and as certified by the directors, no provision for impairment of the asset is considered necessary in respect of any of the assets of the company.

5. The amount of loans and advances include Rs.1,069,829 (P.Y. Rs.693,015/-) loans to companies, Firms and persons as listed in the register maintained under Section 301 of the Companies act, 1956. Maximum outstanding during the year was Rs.1,088,557/- (P.Y. Rs. 3,878,015/-)

6. Balance of Debtors, Creditors and loans and advances are as per books and subject to confirmation from respective parties.

7. The Management has initiated the process of identifying enterprise which have provided goods & services to the Company and which qualify under the definition of Micro and Small Enterprises, as defined under Micro, Small and Medium Enterprises Development Act, 2006. Accordingly, the disclosure in respect of the amounts payable to such enterprises outstanding as on 31st March, 2011 has been made in the financial statements based on information received and such amount outstanding as on 31st March, 2011 from Micro and Small Enterprises is NIL, which the auditors have relied upon. Further, in the view of the management, the impact of interest, if any, that may be payable in accordance with the provision of the Act is not expected to be material.

8. During the year, company has made preferential allotment of Equity Warrants of Rs. 16,440,000/- (P.Y. Nil) with an option to convert into Equity shares at a future date.

9. During the year Company has made investment of Rs.25.00 million in its wholly owned Subsidiary Company, Hester Biosciences (Mauritius) Limited formed on 17-02-2011 for the purpose of expanding its business activities on long term basis.

10. Related Party Disclosures:

(i) List of Related Parties :

Related parties with whom transactions have taken place during the year.

(a) Subsidiary Company:-

1. Hester Biosciences (Mauritius) Ltd.

(b) Group Companies/Associates / Individual Relatives :

1. Hester Coatings Pvt. Ltd.

2. Sinsui (India) Pvt .Ltd.

(c) Key Management Personnel:

1. Rajiv Gandhi – C.E.O & Managing Director.

2. Jigar Shah – C.F.O

11. F.O.B. value of exports Rs. 32,977,671/- (Previous Yr. Rs. 7,782,395/-)

12. Disclosure as per AS-15 (Revised) on " Employee Benefit " for the year ended 31st March, 2011

a) Defined Contribution Plans

The company made contribution towards provident fund to defined contribution retirement benefit plans for qualifying employees. The provident fund plan is operated by the regional provident fund commissioner, the company required to contribute a specified percentage of payroll cost to the retirement befit scheme to fund the benefit.

The company recognized Rs. 1.29 million. (P.Y 0.90 million) for provident fund contribution in the profit and loss account The contribution payable to this plan by the company are at rates specified in the rules of the scheme.

b) Defined benefit Plan

The company made annual contribution to the employee’s Group Gratuity Cash Accumulation Scheme of the Life Insurance Corporation of India, a funded benefit plan for qualifying employees. The scheme provides for lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 days salary payable for each completed year of service or a part thereof in excess of six months. Vesting occurs upon completion of five years of service.

The present value of define benefit obligation and the related current service cost were measured using the projected unit credit method as per actuarial valuation carried out at balance sheet date.

13. Earnings per Share:

The Equity warrants being dilutive potential shares issued at a fair price during the year have not been considered as having diluting effect on earning per share in the current year.

14. As the company’s business activity, in the opinion of the Management, falls within a single primary segment i.e. Veterinary ( Poultry) Vaccines, which are subject to same risks and returns, the disclosure requirements of Accounting Standard (AS) – 17 "Segment Reporting" issued by the Institute of chartered Accountants of India are, in the opinion of the management, not applicable.


Mar 31, 2010

1. PROVISION AND CONTINGENCIES

The Company creates a provision when there is present obligation as a result of a past event that probably requires an outflow of resources and a reliable estimate can be made of the amount of obligation. A disclosure for a contingent liability is made when there is possible obligation or a present obligation that probably will not require an outflow of resources or where a reliable estimate of the obligation cannot be made.

CONTINGENT LIABILITIES & COMMITMENTS:

a. Claims against the Company not acknowledgement as debts. Rs. Nil (Previous year Nil)

b. (i) Estimated amount of contracts remaining to be executed on capital account and not provided for (net-off advances) Rs.4.62 million (Previous year 3.49 million).

2. Figures are rounded off to nearest rupee and previous years figures have been regrouped wherever necessary.

3. In the opinion of the Board of directors, loans and advances are of the value stated in the Balance Sheet, to be realized in the normal course of business and provision for all known liabilities have been made in the books of accounts which are adequate and not in excess of the amount reasonably required.

4. The management of the company has during the year carried out technical evaluation for identification of impairment of assets, if any in accordance with the Accounting Standard (AS) 28, issued by the Institute of Chartered Accountants of India. Based on the judgment of the management and as certified by the directors, no provision for impairment of the asset is considered necessary in respect of any of the assets of the company.

5. The amount of loans and advances include Rs.693,015/-(P.Y. Rs. 3,865,015/-) loans to companies, Firms and persons as listed in the register maintained under Section 301 of the Companies act, 1956. Maximum outstanding during the year was Rs. 3,878,015/- (P.Y. Rs. 3,865,015/-)

6. Balance of Debtors, Creditors and loans and advances are as per books and subject to confirmation from respective parties.

7. The Management has initiated the process of identifying enterprise which have provided goods & services to the Company and which qualify under the definition of Micro and Small Enterprises, as defined under Micro, Small and Medium Enterprises Development Act, 2006. Accordingly, the disclosure in respect of the amounts payable to such enterprises outstanding as on 31st March, 2010 has been made in the financiaLs statements based on information received and such amount outstanding as on 31st March, 2010 from Micro and Small Enterprises is NIL, which the auditors have relied upon. Further, in the view of the management, the impact of interest, if any, that may be payable in accordance with the provision of the Act is not expected to be material.

8. Related Party Disclosures :

(i) List of Related Parties :

Related parties with whom transactions have taken place during the year.

(a) Group Companies/Associates / Individual Relatives :

1. Hester Coatings Pvt. Ltd.

2. Sinsui (India) Pvt .Ltd.

(b) Key Management Personnel:

Rajiv Gandhi - CEO & Managing Director

Jigar Shah - CFO

9. F.O.B. value of exports Rs.7,782,395 /- (Previous Yr. Rs. 6,670,079 /-)

10. Disclosure as per As-15 (Revised) on " Employee Benefit " for the year ended 31st March,2010

a) Defined Contribution Plans

The company made contribution towards provident fund to defined contribution retirement benefit plans for qualifying employees. The provident fund plan is operated by the regional provident fund commissioner, the company required to contribute a specified percentage of payroll cost to the retirement befit scheme to fund the benefit.

The company recognized Rs. 0.99 million (P.Y 1.04 million) for provident fund contribution in the profit and loss account The contribution payable to this plan by the company are at rates specified in the rules of the scheme.

b) Defined benefit Plan

The company made annual contribution to the employees Group Gratuity Cash Accumulation Scheme of the Life Insurance Corporation of India, a funded benefit plan for qualifying employees. The scheme provides for lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 days salary payable for each completed year of service or a part thereof in excess of six months. Vesting occurs upon completion of five years of service.

The present value of define benefit obligation and the related current service cost were measured using the projected unit credit method as per actuarial valuation carried out at balance sheet date.

11. As the companys business activity, in the opinion of the Management, fa Lis within a single primary segment i.e. Veterinary (Poultry) Vaccines, which are subject to same risks and returns, the disclosure requirements of Accounting Standard (AS) - 17 "Segment Reporting" issued by the Institute of chartered Accountants of India are, in the opinion of the management, not applicable.

12. Schedule 1 to 15 are attached to and form part of accounts for the year ended on 31st March, 2010.

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