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Notes to Accounts of Nectar Lifesciences Ltd.

Mar 31, 2015

1.1 SECURED LOANS

I. Term Loans from various banks are secured by way of First Pari Passu Charge on all the fixed assets of the Company and further secured by way of Second Pari Passu Charge on all the current assets of the Company and personal guarantee of directors/relative of a director namely Sh. Sanjiv Goyal and Sh.Aryan Goyal.

II. Corporate Loans from Financial Institution are secured by way of First PariPassu Charge on all the fixed assets of the Company and further secured by way of Second PariPassu Charge on all the current assets of the Company and personal guarantee of directors/ relative of a director namely Sh.Sanjiv Goyal and Sh.Aryan Goyal

Repayment Schedule of Term Loans:

Year of Repayment Amount (Rs. In Millions)

1-2 755.21

2-5 1773.87

>5 114.51

Term Loans availed by the Company, include term loans from various Banks/Financial Institutions.

Other Loans comprise of Vehicle Loans which are secured against Hypothecation of respective vehicles.

Repayment Schedule of Vehicle Loans:

Year of Repayment Amount (Rs. In Millions)

1-2 3.53

2-5 7.94

>5 0.24

III. Working Capital Limits are secured by way of First PariPassu Charge On all the current assets of the Company and further secured by way of Second PariPassu Charge on all the fixed assets of the Company and personal guarantee of directors/relative of a director namely Sh.Sanjiv Goyal and Sh.Aryan Goyal.

1.2 DEPRECIATION

In terms of Schedule II to the Companies Act, 2013 read together with Accounting Standard 6 (AS- 6) "Depreciation Accounting", the management of the Company has applied the estimated useful lives as specified in Schedule II with effect from 1'April, 2014, as disclosed in Accounting Policy on Fixed Assets and Depreciation. In terms of these evaluations, the useful lives of certain assets required changes from their previous estimates. As a result, the charge for depreciation in respect of fixed assets held as at 1'April, 2014 is lower by Rs. 143.51million for the year ended 31st March, 2015. Further, the written down value of Fixed Assets where the remaining useful life of the assets was determined to be nil as at 1'April, 2014 has been adjusted in the opening balance of Profit and Loss Account under Reserves and Surplus (net of deferred tax of Rs. 154.78 million)aggregating to Rs. 322.27million.

1.3 CURRENT ASSETS, LOANS & ADVANCES

a) During the month of March 2015, there was a fire in one of the production facilities of the Company (Unit I), which affected stock of goods as well as a part of fixed assets of the Company. The Company has intimated insurance company about the fire and the insurance company appointed surveyor to assess the extent of damage caused by the said fire. The Company is in the process of filing claim for the said loss and no financial impact of the same has been taken in the books of accounts for the year ended 31.03.2015, pending completion of work by the surveyor. The management of the Company is of the opinion that the loss caused by the said fire is completely recoverable by the insurance claim to be filed and the shortfall, if any, would not have any material impact on the financials of the Company. The statutory auditors have relied upon the opinion of the management in this regard.

b) In the opinion of the management of the Company, the current assets, loans and advances are approximately of the value as stated, if realized in the ordinary course of business and are subject to confirmation/reconciliation.

1.4 CURRENT LIABILITIES

I. The principal amount remaining unpaid as at 31st March 2015 in respect of enterprises covered under the "Micro, Small and Medium Enterprises Development Act, 2006" was Rs. 12.33 million (previous year Rs. 11.64 millions). The interest amount computed based on the provisions under Section 16 of the MSMED Act Rs. 1.33million (previous year Rs. 0.52 million) remained unpaid as at 31st March 2015. The principal amount that remained unpaid as at 31st March 2014 was paid during the year. The list of undertakings covered under MSMED Act was determined by the Company on the basis of information available with the Company and have been relied upon by the statutory auditors.

II. Investor Education and Protection Fund

Other liabilities include Rs. 0.49 million (previous year Rs. 0.37 million) which relate to unclaimed dividend and share application money refundable. During the year, an amount of Rs. 0.04 million (Previous Year Nil) relating to unclaimed dividend and share application money refundable, which became due for deposit to Investor Education and Protection Fund, has been duly deposited.

1.5 CONTINGENT LIABILITIES AND COMMITMENTS

S.No. Particulars 31.03.2015 31.03.2014

a) Contingent Liabilities

i) Claims not acknowledged as debts:-*

-Income Tax matters** 5.97 18.47

-Excise matters*** 112.95 111.45

-Service Tax matters***** 16.22 13.95

-ESI matters - 3.54

ii) Bank Guarantees 11.75 9.22

iii) Bills Discounted 80.70 105.55

iv) Letter of Credit (Foreign/Inland) 249.75 171.77

v) Other money for which Company is contingently liable

a) Differential amount of custom 19.11 0.39 duty in respect of machinery imported under EPCG Scheme

b) Commitments

i) Estimated amount of contracts 7.80 8.71 remaining to be executed on capital account and not provided for (net of advance)

* The matters are subject to legal proceedings in the ordinary course Of business. In the opinion of the management, legal proceedings for above cases, when ultimately concluded will not have a material effect on the results of operation or financial position of the company.

** Amount deposited under protest Rs. 3.01 million

*** Amount deposited under protest Rs. 14.58 million

**** Amount deposited under protest Rs. 2.08 million

1.6 INCOMETAX

Current Tax

Provision for Current Income Tax has been made as per Income-tax Act, 1961, based on legal opinion obtained by the Company from its income tax consultant and the statutory auditors have relied upon the said legal opinion for the purpose of current income tax.

Deferred Tax

In compliance with Accounting Standard (AS-22) relating to "Accounting for Taxes on Income" issued under Companies Accounting standards) Rule 2006, as amended upto date, the Company has provided Deferred Tax Liability accruing during the year aggregating to Rs. 137.78 million(Previous Year Rs.161.37 million) and it has been recognized in the Statement of Profit & Loss. In accordance with clause 29 of Accounting Standard (AS 22) Deferred Tax Assets and Deferred Tax Liabilities have been set off.

1.7 LEASES

Operating leases are mainly in the nature of lease of office premises with no restrictions and are renewable/ cancellable at mutual consent. There are no restrictions imposed by lease arrangements. There are no sub leases.

Lease payments recognized in the Statement of Profit & Loss are Rs.12.ia million (Previous Year Rs. 11.45 millions).

1.8 DEFERRED REVENUE EXPENDITURE:

During the year, Company incurred an amount of Rs. 359.12 million on product development, product approval, US FDA Fees, Abbreviated New Drug Application (ANDA) Fees and such other related research and development expenses, recognized as deferred revenue expenditure in the books of accounts, and the same is amortized on a straight line basis over a period of succeeding five years.

1.9 Other Income during the year includes an amount of Rs. 148.45 million on account of additional compensation including interest received from Greater Mohali Area Development Authority (GMADA). Since GMADA has filed an appeal in the Punjab & Haryana High Court, hence the compensation has been accounted for in the year of receipt.

1.10 EMPLOYEE RETIREMENT BENEFITS

1. Benefits valued: Gratuity & Earned leave (both availment & encashment)

2. Nature of the plans: Defined benefit; both gratuity & compensated absence Liabilities are unfunded

3. Valuation method: Projected Unit Credit Method

1.11 SEGMENT REPORTING

i) Primary Segment (Business Segment)

The Company operates only in the business segment of "Pharmaceuticals Products", and in the opinion of the management the inherent nature of activities in which it is engaged are governed by the same set of risks and reward. As such the activities are identified as single segment in accordance with the Accounting Standard (AS-17) issued under Companies (Accounting Standards)Rule 2006 as amended up to date.

1.12 RELATED PARTY DISCLOSURES

Related party disclosures as required under Accounting Standard (AS-18) on "Related Party Disclosures" issued under Companies (Accounting Standards) Rule 2006,as amended upto date , are given below:-

a) Relationship

i) Subsidiary Companies

Nectar Lifesciences UK Limited, United Kingdom*

Nectar Lifesciences USA, LLC (incorporated on 29th Oct, 2014)*

*No transactions during the financial year 2014-15

ii) Joint Ventures and Associates None

iii) Key Management Personnel (Managing Director/Whole-time directors/CFO/Company Secretary)

Sh.Sanjiv Goyal

Sh. Aryan Goyal (till 11th Nov, 2014)

Sh.DineshDua

Sh.Harprakash Singh Gill

Sh. Sandeep Goel

Sh. Sunder Lai

iv) Relatives of the Key Management Personnel**

Sh.Saurabh Goyal

Sh. Aryan Goyal (w.e.f 12th Nov, 2014)

** With whom the company had transactions during the year.

v) Entities over which key management personnel/their relatives are able to exercise significant influence*

Surya Narrow Fabrics

Nectar Lifestyles Private Limited

Nectar Organics Private Limited

Nectar Lifesciences Charitable Foundation

* With whom the company had transactions during the year.

1.13 DERIVATIVES

Currency derivatives

The Company uses foreign currency forward contracts and currency options to hedge its risks associated with foreign currency fluctuations relating to certain firm commitments and forecasted transactions. The use of foreign currency forward contracts and currency options is governed by Company's strategy. The Company does not use forward contracts and currency options for speculative purposes.

1.14 Other Borrowing Costs include loss on account of foreign exchange fluctuation (net) amounting to Rs.27.64 millions(Previous Year net loss of Rs. 147.06 millions)

1.15 Corporate Social Responsibility Expenses

Donation includes an amount of Rs. 11.82 million incurred by the Company on Corporate Social Responsibility (CSR) activities during the year, in addition to Rs 24.51 million capital expenditure incurred on power plant which is also eligible for CSR activities. In totality the Company incurred Rs. 36.33 million on CSR activities against the requirement of Rs. 18.64 million.

1.16 The Company has re-grouped previous year's figures to conform to current year's classification.


Mar 31, 2014

SECURED LOANS

Term Loans from various banks are secured by way of First Pari Passu Charge on all the fixed assets of the Company and further secured by way of Second Pari Passu Charge on all the current assets of the Company and personal guarantee of directors namely Sh. Sanjiv Goyal & Sh. Aryan Goyal.

Corporate Loans are secured by way of First Pari Passu Charge on all the current assets of the Company and further secured by way of Second Pari Passu Charge on all the fixed assets of the Company and personal guarantee of directors namely Sh. Sanjiv Goyal & Sh. Aryan Goyal.

II. Working Capital Limits are secured by way of First Pari Passu Charge on all the current assets of the Company and further secured by way of Second Pari Passu Charge on all the fixed assets of the Company and personal guarantee of directors namely Sh. Sanjiv Goyal & Sh. Aryan Goyal.

FIXED ASSETS

A sum of Rs. 560.50 millions (previous year Rs. 358.41 Millions) has been capitalized under the head Plant & Machinery (Research & Development). The company has been regularly working on modernization and development of its existing technological system and development of new products & processes. As such, there has been loss of capacity utilization because of the development of new product and processes. In the opinion of management, the above process will yield benefits in the coming years in the shape of more demand in the international market as well as better price.

CURRENT ASSETS, LOANS & ADVANCES

In the opinion of the management of the Company, the current assets, loans and advances are approximately of the value as stated, if realized in the ordinary course of business.

CURRENT LIABILITIES

I. The principal amount remaining unpaid as at 31st March 2014 in respect of enterprises covered under the "Micro, Small and Medium Enterprises Development Act, 2006" are Rs. 11.64 millions (previous year Rs. 6.56 millions). The interest amount computed based on the provisions under Section 16 of the MSMED Act Rs. 0.52 millions (previous year Rs 0.13 millions) is remaining unpaid as of 31st March 2014. The principal amount that remained unpaid as at 31st March 2013 was paid during the year. The list of undertakings covered under MSMED Act was determined by the Company on the basis of information available with the Company and have been relied upon by the auditors.

II. Investor Education and Protection Fund

Other liabilities include Rs. 0.37 million (previous year Rs. 0.34 million) which relates to unclaimed dividend and share application money refundable. Out of it, no amount has become due for deposit to Investor Education and Protection Fund as at balance sheet date.

During the year, an amount of Nil (Previous Year Rs. 0.28 million) relating to unclaimed dividend and share application money refundable, which became due for deposit to Investor Education and Protection Fund, has been duly deposited.

CONTINGENT LIABILITIES AND COMMITMENTS

(Rs. in millions) S.No. Particulars 31.03.2014 31.03.2013

a) Contingent Liabilities

i) Claims not acknowledged as debts **

* Income Tax matters 18.47 5.97

* Excise matters 111.45 108.06

* Service Tax matters 13.95 13.93

* ESI matters 3.54 3.54

ii) Bank Guarantees 9.22 8.70

iii) Bills Discounted 105.55 144.41

iv) Letter of Credit (Foreign / Inland) 171.77 398.01

v) Other money for which Company is contingently liable

a) Differential amount of custom duty in respect of machinery imported under EPCG Scheme 0.39 0.29

b) Commitments

i) Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advance) 8.71 53.81

** The matters are subject to legal proceedings in the ordinary course of business. In the opinion of the management, legal proceedings for above cases, when ultimately concluded will not have a material effect on the results of operation or financial position of the company.

INCOME TAX

Current Tax

Provision for Income tax has been made as per Income-tax Act, 1961.

Deferred Tax

In compliance with Accounting Standard (AS-22) relating to "Accounting for Taxes on Income" issued under Companies (Accounting standards) Rule 2006,as amended upto date, the Company has provided Deferred Tax Liability accruing during the year aggregating to Rs. 161.37 million (Previous Year Rs. 327.34 million) and it has been recognized in the Statement of Profit & Loss. In accordance with clause 29 of Accounting Standard (AS 22) Deferred Tax Assets and Deferred Tax Liabilities have been set off.

LEASES

Operating leases are mainly in the nature of lease of office premises with no restrictions and are renewable/ cancellable at mutual consent. There are no restrictions imposed by lease arrangements. There are no sub leases.

Lease payments recognized in the Statement of Profit & Loss are Rs. 11.45 millions (Previous Year Rs. 8.73 millions).

EMPLOYEE RETIREMENT BENEFITS

1. Benefits valued: Gratuity & Earned leave (both availment & encashment)

2. Nature of the plans: Defined benefit; both gratuity & compensated absence liabilities are unfunded

3. Valuation method: Projected Unit Credit Method

SEGMENT REPORTING

Primary Segment (Business Segment)

The Company operates only in the business segment of "Pharmaceuticals Products", and in the opinion of the management the inherent nature of activities in which it is engaged are governed by the same set of risks and reward. As such the activities are identified as single segment in accordance with the Accounting Standard (AS-17) issued under Companies (Accounting Standards) Rule 2006 as amended upto date.

RELATED PARTY DISCLOSURES

Related party disclosures as required under Accounting Standard (AS-18) on "Related Party Disclosures" issued under Companies (Accounting Standards) Rule 2006,as amended upto date , are given below : -

a) Relationship

i) Subsidiary Companies

Nectar Life sciences UK Limited, United Kingdom.

ii) Joint Ventures and Associates

None

iii) Key Management Personnel (Managing Director/Whole-time directors)

Sh. Sanjiv Goyal Sh. Aryan Goyal

Sh. Dinesh Dua (appointed w.e.f. 14th Oct., 2013)

Sh. Saurabh Goyal(upto 10th Feb., 2014)

Sh. Harprakash Singh Gill

iv) Relatives of the Key Management Personnel*

Sh. Saurabh Goyal (w.e.f 11th Feb., 2014)

* With whom the company had transactions during the year.

v) Entities over which key management personnel/their relatives are able to exercise significant influence*

Surya Narrow Fabrics - New Delhi

Nectar Lifestyles Private Limited- New Delhi

DERIVATIVES

Currency derivatives

The Company uses foreign currency forward contracts and currency options to hedge its risks associated with foreign currency fluctuations relating to certain firm commitments and forecasted transactions. The use of foreign currency forward contracts and currency options is governed by Company''s strategy. The Company does not use forward contracts and currency options for speculative purposes.


Mar 31, 2013

1.1 FIXED ASSETS

A sum of Rs. 358.41 millions (previous year Rs. 454.44 millions) has been capitalized under the head Plant & Machinery (Research & Development). The company has been regularly working on modernization and development of its existing technological system and development of new products & processes. As such, there has been loss of capacity utilization because of the development of new product and processes. In the opinion of management, the above process will yield benefits in the coming years in the shape of more demand in the international market as well as better price.

1.2 CURRENT ASSETS, LOANS & ADVANCES

Intheopinionofthe management of the Company, the current assets, loansandadvancesareapproximatelyofthevalueas stated, if realized in the ordinary course of business.

1.3 CURRENTUABILITIES

I. The principal amount remaining unpaid as at 31st March 2013 in respect of enterprises covered under the "Micro, Small and Medium Enterprises Development Act, 2006" are Rs. 6.56 millions (previous year Rs. 1.59 millions). The interest amount computed based on the provisions under Section 16 of the MSMED Act Rs. 0.13 millions (previous year Rs 0.05 millions) is remaining unpaid as of 31" March 2013. The principal amount that remained unpaid as at 31* March 2012 was paid during the year. The list of undertakings covered under MSMED Act was determined by the Company on the basis of information available with the Company and have been relied upon by the auditors.

II. Investor Education and Protection Fund

Other liabilities include Rs. 0.34 million (previous year Rs. 0.88 million) which relates to unclaimed dividend and share application money refundable. Out of it, no amount has become due for deposit to Investor Education and Protection Fund as at balance sheet date.

During the year, an amount of Rs.0.28 million relating to unclaimed dividend and share application money refundable, which becameduefordeposittolnvestorEducationand Protection Fund, has been duly deposited.

1.4 CONTINGENTUABIUTIESANDCOMMITMENTS

(Rs. in millions)

Particulars 31.03.2013 31.03.2012

a] Contingent Liabilities

1 Claims not acknowledged as debts:-

-Income Tax matters 5.97 5.97

-Excise matters 108.06 4.16

-Service Tax matters 13.93 13.35

-ESI matters 3.54 Nil

j Bank Guarantees

Bills Discounted 144.41

Letter of Credit (Foreign /Inland)

vj Other money for which Company is contingently liable

a) Differential amount of custom duty in respect

of machinery imported under EPCG Scheme 0.29 1.80

Commitments

1 Estimated amount of contracts remaining to be sTTi 104^1

executed on capital account and not provided for (net of advance)

1.5 INCOME TAX

CurrentTax

Provision for Income tax has been made as per Income-tax Act, 1961.

Deferred Tax

In compliance with Accounting Standard (AS-22) relating to "Accounting for Taxes on Income" issued under Companies (Accounting standards) Rule 2006, as amended upto date , the Company has provided Deferred Tax Liability accruing during the year aggregating to Rs. 327.34 million (Previous Year Rs. 122.16 million) and it has been recognized in the Statement of Profit & Loss. In accordance with clause 29 of Accounting Standard (AS 22) Deferred Tax Assets and Deferred Tax Liabilities have been set off.

1.6 LEASES

Operating leases are mainly in the nature of lease of office premises with no restrictions and are renewable/cancellable at mutual consent. There are no restrictions imposed by lease arrangements. There are no sub leases. Lease payments recognized in the Statement of Profit & Loss are Rs. 8.73 millions (Previous Year Rs. 8.41 millions).

1.7 EMPLOYEE RETIREMENT BENEFITS

1. Benefitsvalued:Gratuity&Earnedleave(bothavailment&encashment)

2. Nature of the plans: Defined benefit; both gratuity & compensated absence liabilitiesare unfunded

3. Valuation method: Projected Unit Credit Method

1.8 SEGMENT REPORTING

i) Primary Segment (Business Segment)

The Company operates only in the business segment of "Pharmaceuticals Products", and in the opinion of the management the inherent nature of activities in which it is engaged are governed by the same set of risks and reward. As such the activities are identified as single segment in accordance with the Accounting Standard (AS-17) issued under Companies (AccountingStandards)Rule2006,asamendeduptodate.

1.9 RELATED PARTY DISCLOSURES

Related party disclosures as required under Accounting Standard (AS-18) on "Related Party Disclosures" issued under Companies(AccountingStandards)Rule2006,asamendeduptodate,aregivenbelow:-

a) Relationship

i) Subsidiary Companies

Nectar Capital Limited, Mauritius-Wound upon 3''d August, 2012 Nectar Lifesciences UK Limited, United Kingdom.

ii) Joint Ventures and Associates

None

iii) Key Management Personnel (Managing Director/Whole-time directors)

Sh.SanjivGoyal

Sh. Aryan Goyal

Sh. Dinesh Dua (resigned w.e.f. 31stJuly 2012)

Sh.Saurabh Goyal

Sh. Harprakash Singh Gill (appointed w.e.f. 1st Nov, 2012)

iv) Relatives of the Key Management Personnel *

None

*Withwhomthecompanyhadtransactionsduringtheyear.

v) Entities over which key management personnel/their relatives are able to exercise significant influence *

Surya Narrow Fabrics- New Delhi

Nectar Lifestyles Private Limited- New Delhi

Nectar Organics Private Limited - New Delhi

*Withwhomthecompanyhadtransactionsduringtheyear.

1.10 FOREIGN CURRENCY CONVERTIBLE BONDS (FCCBS)

The FCCBs were redeemed fully in USD during the previous financial year on 26* April, 2011 at 150.71 per cent of their principal amount. The FCCBs premium payable on redemption for the previous financial year 2011-12 as well as for the year 2010-11 were charged to Statement of Profit & Loss. However, in the year 2011-12, expenses relating to the period ended 31st March2010were charged to the Profit and Loss under Reserves & Surplus and reversed from Securities Premium Account.

1.11 DERIVATIVES

Currencvderivatives

TheCompanyusesforeign currency forward contractsandcurrencyoptionstohedgeitsrisksassociated with foreign currency fluctuations relating to certain firm commitments and forecasted transactions. The use of foreign currency forward contracts and currency options is governed by Company''s strategy. The Company does not use forward contracts and currencyoptionsforspeculativepurposes.

1.12 Other Borrowing Costs include gain on account of foreign exchange fluctuation (net) amounting to Rs. 221.25 millions

(Previous Year loss ofRs. 141.23 millions)

1.13 The Company has re-grouped previous year''s figures to conform to current year''s classification.


Mar 31, 2012

1.1 SECURED LOANS

I. Term Loans from various banks are secured by way of First Pa ri Passu Charge on all the fixed assets of the Company and further secured by way of Second Pari Passu Charge on all the current assets of the Company and personal guarantee of directors namely Sh. Sanjiv Goyal & Sh. Aryan Goyal.

Other Loans comprise of Vehicle Loans which are secured against hypothecation of respective vehicles.

Repayment Schedule of Vehicle Loans :

II. Working Capital Limits & Corporate Loans are secured by way of First Pari Passu Charge on all the current assets of the Company and further secured by way of Second Pari Passu Charge on all the fixed assets of the Company and personal guarantee of directors namely Sh. Sanjiv Goyal & Sh. Aryan Goyal.

1.2 FIXED ASSETS

A sum of Rs. 454.44 millions (previous year Rs.368.90 millions) has been capitalized under the head Plant & Machinery (Research & Development). The company has been regularly working on modernization and development of its existing technological system and development of new products & processes. As such, there has been loss of capacity utilization because of the development of new product and processes. In the opinion of management, the above process will yield benefits in the coming years in the shape of more demand in the international market as well as better price.

1.3 CURRENT ASSETS, LOANS & ADVANCES

In the opinion of the management of the Company, the current assets, loans and advances are approximately of the value as stated, if realized in the ordinary course of business.

1.4 CURRENT LIABILITIES

I. The principal amount remaining unpaid as at 31 March 2012 in respect of enterprises covered under the "Micro, Small and Medium Enterprises Development Act, 2006" are Rs. 1.59 millions (previous year Rs. 1.32 millions). The interest amount computed based on the provisions under Section 16 of the MSMED Act Rs. 0.05 millions (previous year Rs 0.03 millions) is remaining unpaid as of 31st March 2012. The principal amount that remained unpaid as at 31st March 2011 was paid during the year. The list of undertakings covered under MSMDA was determined by the Company on the basis of information available with the Company and have been relied upon by the auditors.

II. Investor Education and Protection Fund

Other liabilities include Rs. 0.88 million (previous year Rs. 0.81 millions) which relates to unclaimed dividend and share application money refundable. Out of it, no amount has become due for deposit to Investor Education and Protection Fund as at balance sheet date.

1.5 CONTINGENT LIABILITIES AND COMMITMEN TS

(Rs. in millions)

S. No. Particulars 31.03.2012 31.03.2011

a) Contingent Liabilities

i) Claims not acknowledged as debts:- **

- Income Tax matters 5.97 26.59

- Excise matters 4.16 -

- Service Tax matters 13.35 -

ii) Bank Guarantees 26.84 4.50

iii) Bills Discounted 583.78 39.95

iv) Letter of Credit (Foreign / Inland) 560.00 482.40

v) Other money for which Company is contingently liable

a) Differential amount of custom duty in respect of machinery imported under EPCG Scheme 1.80 38.08

b) Commitments

i) Estimated amount of contracts remaining to be 104.91 292.44 executed on capital account and not provided for (net of advance)

** The matters are subject to legal proceedings in the ordinary course of business. The legal proceedings, when ultimately concluded will not, in the opinion of management, have a material effect on the results of operation or financial position of the company.

1.6 INCOME TAX

Current Tax

Provision for Income tax has been made as per Income-tax Act, 1961.

Deferred Tax

In compliance with Accounting Standard (AS-22) relating to "Accounting for Taxes on Income" issued under Companies (Accounting standards) Rule 2006, as amended upto date , the Company has provided Deferred Tax Liability accruing during the year aggregating to Rs. 122.16 million (Previous Year Rs 6.20 million) and it has been recognized in the Profit & Loss Account. In accordance with clause 29 of Accounting Standard (AS 22) Deferred Tax Assets and Deferred Tax Liabilities have been set off.

1.7 LEASES

Operating leases are mainly in the nature of lease of office premises with no restrictions and are renewable/ cancellable at mutual consent. There are no restrictions imposed by lease arrangements. There are no sub leases. Lease payments recognized in the profit and loss account are Rs. 8.49 millions (Previous Year Rs. 7.14 millions).

1.8 EMPLOYEE RETIREMENT BENEFITS

1. Benefits valued: Gratuity & Earned leave (both availment & encashment)

2. Nature of the plans: Defined benefit; both gratuity & compensated absence liabilities are unfunded

3. Valuation method: Projected Unit Credit Method

1.9 SEGMENT REPORTING

i) Primary Segment (Business Segment)

The Company operates only in the business segment of "Pharmaceuticals Products", and in the opinion of the management the inherent nature of activities in which it is engaged are governed by the same set of risks and reward. As such the activities are identified as single segment in accordance with the Accounting Standard (AS-17) issued under Companies (Accounting Standards) Rule 2006, as amended upto date.

In view of the interwoven / intermix nature of business and manufacturing facility, other segmental information is not ascertainable.

1.10 RELATED PARTY DISCLOSURES

Related party disclosures as required under Accounting Standard (AS-18) on "Related Party Disclosures" issued under Companies (Accounting Standards) Rule 2006, as amended upto date , are given below: - a) Relationship

i) Subsidiary Companies

Chempharma Private Limited, Sri Lanka - Wound up during the previous year

Nectar Capital Limited, Mauritius - Incorporated on 27th May, 2010

Nectar Lifesciences UK Limited, United Kingdom - Incorporated on 1st March, 2011.

ii) Joint Ventures and Associates None

iii) Key Management Personnel (Managing Director/Whole-time directors)

Sh. Sanjiv Goyal Sh. Aryan Goyal Sh. Dinesh Dua*

Sh. Saurabh Goyal *(resigned w.e.f. 31st July 2012)

iv) Relatives of the Key Management Personnel

Smt. Raman Goyal

v) Entities over which key management personnel/their relatives are able to exercise significant influence

Surya Narrow Fabrics - New Delhi Nectar Lifestyle Limited- New Delhi Nectar Organics Ltd. - New Delhi

1.11 FOREIGN CURRENCY CONVERTIBLE BONDS (FCCBS)

During the year 2006-2007, the Company raised Zero Coupon FCCBs aggregating USD 35 million (Rs. 1563.50 Million as on the date of the issue) for financing its capital expenditure and other permitted expenditure. The bond holders had the option to convert the FCCBs into equity shares of the company at an initial conversion price of Rs. 25.996 per share at a fixed rate of exchange on conversion Rs. 44.6725 per USD, at any time on and after 4th June, 2006 but prior to 16th April 2011. Further the Company has an option of early redemption of these FCCBs in whole at any time on or after 25th April, 2009 but prior to 26th April, 2011, subject to certain conditions. During the year 2007-2008, FCCBs amounting to Rs. 86.34 millions (USD 20 millions) were converted into Equity Capital. The balance FCCBs were redeemed in USD on 26th April, 2011 at 150.71 per cent of their principal amount.

The FCCBs premium payable on redemption for the current fina ncial year 2011-12 as well as for the previous financial year 2010-11 has been charged to Profit & Loss Account. In earlier years upto 2009-10, the same was charged to Securities Premium Account, due to uncertainty, as the bond holders had the option to convert the FCCBs into equity shares of the company. However, in the current financial year, expenses relating to the period ended 31 st March 2010 were charged to the Profit and Loss under Reserves & Surplus and reversed from Securities Premium Account.

1.12 DERIVATIVES

Currency derivatives

The Company uses foreign currency forward contracts and currency options to hedge its risks associated with foreign currency fluctuations relating to certain firm commitments and forecasted transactions. The use of foreign currency forward contracts and currency options is governed by Company's strategy. The Company does not use forward contracts and currency options for speculative purposes.

1.13 Other Borrowing Costs include losses on account of foreign exchange fluctuation (net) amounting to Rs. 18.68 millions (Previous Year gain of Rs. 10.45 millions)

1.14 Due to applicability of Revised Schedule VI with effect from current financial year, the Company has reclassified previous year's figures to conform to this year's classification.


Mar 31, 2010

A. BALANCE SHEET

1. SECURED LOANS

I. Term Loans from various banks (excluding vehicle loans) are secured by way of First Pari Passu Charge on all the fixed assets of the Company and further secured by way of Second Pari Passu Charge on all the current assets of the Company and personal guarantee of directors namely Sh. Sanjiv Goyal & Sh. Aryan Goyal.

II. Working Capital Limits & Corporate Loans are secured by way of First Pari Passu Charge on all the current assets of the Company and further secured by way of Second Pari Passu Charge on all the fixed assets of the Company and personal guarantee of directors namely Sh. Sanjiv Goyal & Sh. Aryan Goyal.

III. Term Loan includes Vehicle Loan amounting to Rs. 11.30 million from various banks.

2. FIXED ASSETS

A sum of Rs.149.30 Millions has been capitalized under the head Plant & Machinery (Research & Development). The company has been regularly working on modernization and development of its existing technological system and development of new products & processes. As such, there has been loss of capacity utilization because of the development of new product and processes. In the opinion of management, the above process will yield benefits in the coming years in the shape of more demand in the international market as well as better price.

3. INVESTMENTS

Investments are classified into current and long term investments. Long Term Investments condered long term are stated at cost and current investments are valued stated at cost or market value whichever is less.

4. CURRENT ASSETS, LOANS & ADVANCES

In the opinion of the management of the Company, the current assets, loans and advances are approximately of the value as stated, if realized in the ordinary course of business.

5. CURRENT LIABILITIES

i) The principal amount remaining unpaid as at 31st March 2010 in respect of enterprises covered under the "Micro, Small and Medium Enterprises Development Act, 2006" are Rs. 1.84 millions (previous year Rs. 2.93 millions). The interest amount computed based on the provisions under Section 16 of the MSMEDAct Rs. 0.31 millions (previous year Rs 0.33 millions) is remaining unpaid as of 31st March 2010. The principal amount that remained unpaid as at 31st March 2009 was paid during the year. The list of undertakings covered under MSMDA was determined by the Company on the basis of information available with the Company and have been relied upon by the auditors.

ii) Investor Education and Protection Fund

Other liabilities include Rs 0.86 million which relates to unclaimed dividend and share application money refundable. Out of it no amount has become due for deposit to Investor Education and Protection Fund as on balance sheet date.

6. UTILISATION OF FUNDS RAISED ON GDR ISSUE AND PRIVATE EQUITY

In February 2010, the company allotted 26.00 million equity shares having face value of Re.1 each on preferential basis and 46.00 million equity shares having face value of Re.1 each underlying Global Depository Receipts (GDRs) to the institutional investors. The aggregate funds raised by such issue (including securities premium) were Rs.2412.89 million (net of share issue expenses of Rs.108.24 million). The equity shares represented by the GDRs/private placement carry equivalent rights with respect to voting and dividends as the ordinary equity shares. Out of these funds, the company had invested Rs.200.00 million in the Mutual Funds and the balance amount has been parked in the various bank accounts of the company.

7. CONTINGENT LIABILITIES

(Rupees in Million)

S.No. Particulars March 31, March 31, 2010 2009

i) Letter of Credit (Foreign / Inland) 307.25 571.58

ii) Bank Guarantees 5.12 6.78

iii) Bills Discounted 149.37 189.60

iv) Differential amount of custom duty in respect of 78.31 86.61 machinery imported under EPCG SCheme

v) Claims not acknowledged as debts:** - Income Tax matters 31.32 27.03

vi) Estimated amount of contracts remaining to be executed on 7.95 19.15 capital account and not provided for (net of advance)

** The matters are subject to legal proceedings in the ordinary course of business. The legal proceedings, when ultimately concluded will not, in the opinion of management, have a material effect on the results of operation or financial position of the company.

iii) Sales Tax Assessments for earlier years are in progress. No sales tax liability exists as on Balance Sheet date.

iv) Income Tax Current Tax Provision for Income tax and fringe benefit tax, wherever applicable, has been made as per Income-tax Act, 1961.

Deferred Tax

In compliance with Accounting Standard (AS-22) relating to "Accounting on Taxes on Income" issued under Companies (Accounting standards) Rule 2006, as amended upto date , the Company has provided Deferred Tax Liability accruing during the year aggregating to Rs. 100.02 million (Previous Year Rs 98.05 million) and it has been recognized in the Profit & Loss Account. In accordance with clause 29 of Accounting Standard (AS 22) Deferred tax Assets and Deferred tax liabilities have been set off.

vi) Purchases include goods worth Rs. 725.10 millions (previous year Rs. 396.74 million) purchased for trading.

vii) Leases Operating leases are mainly in the nature of lease of office premises with no restrictions and are renewable/ cancelable at mutual consent. There are no restrictions imposed by lease arrangements.

There are no sub leases.

Lease payments recognized in the profit and loss account are Rs. 6.77 millions( Previous Year Rs. 5.94 millions)

The company has not executed any finance lease.

C. SEGMENT REPORTING

Primary Segment (Business Segments)

The Company operates only in the business segment of "Pharmaceuticals Products", and in the opinion of the management the inherent nature of activities in which it is engaged a re governed by the same set of risks and reward. As such the activities are identified as single segment in accordance with the Accounting Standard (AS-17) issued under Companies (Accounting

D. RELATED PARTY DISCLOSURES

Related party disclosures as required under Accounting Standard (AS-18) on "Related Party Disclosures" issued under Comp (Accounting standards) Rule 2006, as amended up to date , are given below:

a) Relationship

i) Subsidiary Companies

M/s Chempharma Private Limited Sri Lanka

ii) Joint Ventures and Associates : NIL

iii) Key Management Personnel (Managing Director/Whole-time directors)

Sh. Sanjiv Goyal Sh. Aryan Goyal Sh. Dinesh Dua

iv) Relatives of the Key Management Personnel

Smt. Raman Goyal Sh. Saurabh Goyal

v) Entities over which key management personnel/their relatives are able to exercise significant influence*

M/s Surya Narrow Fabrics New Delhi

M/s Nectar Lifestyle Limited- New Delhi

M/s Nectar Organics Ltd. New Delhi

* With whom the company had transactions.

E. Foreign Currency Convertible Bonds (FCCBs) During the year 2006-2007, the company raised Zero Coupon FCCB aggregating to USD 35 million (Rs. 1563.50 Million as on the date of the issue) for financing its capital expenditure and other permitted expenditure. The bond holders, have the option to convert the FCCBs into equity shares of the company at an initial conversion price of Rs. 25.996 per share at a fixed rate of th th exchange on conversion Rs. 44.6725 per US$, at any time on and after 4 June, 2006 and prior to 16 April 2011. Further the th th company has an option of early redemption of these FCCBs in whole at any time on or after 25 April, 2009 and prior to 26 April, 2011, subject to certain conditions. Unless previously converted, redeemed or repurchased and cancelled, the FCCBs will th be redeemed in US$ on 26 April, 2011 at 150.71 per cent of their principal amount. The FCCBs premium payable on redemption of Rs 109.56 million (previous year Rs. 227.28 million) being the pro-rata charge for the year have been made on the gross value without adjusting any tax impact, have been adjusted against Securities Premium account (SPA). In the event that the conversion option is exercised by the holder of FCCBs in the future, the amount of premium charged to Securities Premium account (SPA) will be suitably adjusted in the respective year.

F. DERIVATIVES CURRENCY DERIVATIVES

The company uses foreign currency forward contracts and currency options to hedge its risks associated with foreign currency fluctuations relating to certain firm commitments and forecasted transactions. The use of foreign currency forward contracts and currency options is governed by Companys strategy. The company does not use forward contracts and currency options for speculative purposes.

L. IMPAIRMENT OF ASSETS

Management periodically assesses using external and internal sources whether there is an indication that an asset may be impaired. Impairment occurs where the carrying value of future cash flows expected to arise from the continuing use of the assets and its eventual disposal. The impairment loss to be expensed is determined as the excess of the carrying amount over the higher of the assets net sales price or present value as determined above.

 
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