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Notes to Accounts of Piramal Phytocare Ltd.

Mar 31, 2013

1. GENERAL INFORMATION

Piramal Life Sciences Limited ("the Company") is engaged in Marketing of Herbal Products. Effective April 1, 2011, the company demerged its New Chemical Entity (NCE) Research Unit into Piramal Enterprises Limited (formerly Known as Piramal Healthcare Limited).

2. DEMERGER OF NEW CHEMICAL ENTITY RESEARCH UNIT (NCE RESEARCH UNIT)

i) Pursuant to the Scheme of Arrangement (the "Scheme") between the Company and Piramal Enterprises Limited (formerly Known as Piramal Healthcare Limited) ("PEL") and their respective shareholders, the Company has transferred all its assets, liabilities and reserves pertaining to New Chemical Entity Research Unit (NCE Research Unit) to PEL from the appointed date i.e. April 1, 2011. The Scheme was sanctioned by Hon''ble High Court of Bombay on November 25, 2011 and it became effective from December 14, 2011 (date of filing of Scheme with Registrar of Companies). The Scheme has accordingly been given effect to in the accounts for the year ended March 31, 2012. Refer Note 4.

ii) The Company had granted 254,513 Options under the PLSL Employees Stock Option Plan (PLSL Option Scheme) for the Financial Year 2010-11. However, in accordance with Clause 10.1 of the Scheme, the employee stock options granted under the PLSL Option Scheme but not vested in the hands of the employees of the NCE Research Unit as on the Effective Date lapsed. Refer Note-4.

3. EMPLOYEE BENEFITS

The disclosures required as per the revised AS -15 are as under:

Brief description of the Plans:

The Company has various schemes for long term benefits such as Provident Fund, Superannuation, Gratuity, Leave Encashment, Pension and Long Term Service Award. In case of funded schemes, the funds are administered through trustees. The Company''s defined contribution plans are Provident Funds, Superannuation and Employees'' Pension Scheme (under the provisions of the Employees'' Provident Funds and Miscellaneous Provisions Act, 1952). The Company has no

further obligation beyond making the contributions. The Company''s defined benefit plans include Gratuity, Pension, Leave Encashment and Long Term Service Award.

The Company contributes to the approved Staff Provident Fund of Piramal Healthcare Limited. The Company has no further obligations beyond making these contributions.

-Amount is below the rounding off norm adopted by the Company.

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

J. Expected employer''s contribution for the next year is Rs. Nil for Gratuity.

K. The liability for Leave Encashment (Non - Funded) as at year-end is Rs. 0.6 Million. (Previous year Rs. 0.2 Million).

The expected rate of return on plan assets is based on market expectations at the beginning of the year. The rate of return on long-term government bonds is taken as reference for this purpose.

4. There is no virtual certainty supported by convincing evidence that future taxable income will be available. Accordingly no Deferred Tax Asset and Deferred Tax Liability has been created.

5. There are no derivative / forward contracts outstanding as on March 31, 2013.

6, The Company is mainly engaged in Marketing of Herbal Products which is considered the Primary reportable business segment as per AS-17 "Segment Reporting" issued by the Institute of Chartered Accountants of India.

7. Related Party Disclosures, as required by Accounting Standard -18 "Related Party Disclosures" issued by the Institute of Chartered Accountants of India are given below:

A. Controlling Companies

The Ajay G. Piramal Foundation*

Piramal Management Services Private Limited as a Corporate Trustee of Sri Krishna Trust (w.e.f 28th December, 2012)*

Propiedades Realities Private Limited (w.e.f 31 st December, 2012)* The Swastik Safe Deposit and Investments Limited* - PHL Holdings Private Limited (upto December 31, 2012)* Paramount Pharma Private Limited (upto October 30, 2012)*

B. Other related parties where common control exists

Piramal Enterprises Limited (formerly Known as Piramal Healthcare Limited)

C. Key Management Personnel

Dr. Somesh Sharma Mr. Prashant Surana *There are no transactions with the above related parties during the year.

8. There are no Micro, Small and Medium Enterprises, as defined in the Micro, Small, Medium Enterprises Development Act, 2006, to whom the Company owes dues on account of principal amount together with interest and accordingly no additional disclosures have been made.

The above information regarding Micro, Small and Medium Enterprises has been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the auditors.

9. The Company''s significant leasing arrangements are mainly in respect of motor vehicles. The aggregate lease rentals payable on these leasing arrangements are charged as rent under "Other Expenses" in Note 23.

These leasing agreements are for a period not exceeding five years and are in most cases renewable by mutual consent, on mutually agreeable terms. Future lease rentals payable in respect of motor vehicles and office premises on lease:

10. Previous year figures have been regrouped and recasted wherever necessary to confirm to current year''s classification.


Mar 31, 2011

As at As at March 31, 2011 March 31, 2010 Rs. in Million Rs. in Million

(a) Estimated Amount of outstanding contracts / Capital Commitment 33.1 7.0

(b) Contingent Liability w.r.t Income Tax 1.2 NIL

3. The accumulated loss of the Company as at March 31, 2011 is Rs. 4753.3 million as against Net Worth (Share Capital and Reserves) of Rs. 1861.6 million. Although the Net worth of Company is fully eroded, Management has prepared financial statements on going concern basis based on various finance options, future projections approved by the Company and its future cash flow from development of molecules, some of which are in Phase I/II studies. Considering the success of Phase I/II studies, the Company is of the opinion that the studies may be completed successfully. The Company has the product development option whereby it can sell it at development stage or engage a partner for further development. The Company is also considering other options, strategic funding, partnership / outsourcing of development of molecules. Also, the Company has been able to secure funding / corporate guarantee for its requirements from Piramal Healthcare Limited, its associate company for the next 12 months. Accordingly, no adjustment is required to be made to the assets of the Company.

4. The Company is engaged in development of novel molecules. After successful pre clinical studies, the Company makes application to requisite regulatory authorities for conducting Phase I studies. The Company enters into agreement with different Clinical Research Organisations (CRO) for conducting Phase I studies on human volunteers. The expenses related to Phase I studies are relating to design and testing of a new or improved materials, products or processes and payments made to CROs. These expenses are recognized as an intangible asset and are carried forward under Capital Work in Progress until the completion of the project as it is expected that such assets will generate future economic benefits.

Currently major developments programs are in Phase I/II studies. In Oncology, P276 is in Phase II study and P1446 is in Phase I, In Diabetes and Metabolic Disorder, P1736 -05 is in Phase II, P2202 is in Phase I and P1201 -07 is in Phase I and Inflammation, NPS 31807 has completed Phase II study, Psoriasis - Tinefcon (topical) is in Phase II. During the year company has received from M/s Eli Lilly initial milestone payment of USD 3 Million (Rs. 132.9 Millions) against development of P2202. The Company has the product development option whereby it can sell / transfer it at development stage or engage a partner for further development. For certain studies, on development, the Company will be entitled for milestone payments. Development expenses which are incurred after approval for conducting Phase I study are included in Capital work in Progress.

5. There is no virtual certainty supported by convincing evidence that future taxable income will be available. Accordingly no Deferred Tax Asset and Deferred Tax Liability has been created.

6. There are no derivative / forward contracts outstanding as on March 31, 2011.

7. Employee Benefits :

The disclosures required as per the revised AS -15 are as under:

Brief description of the Plans:

The Company has various schemes for long term benefits such as Provident Fund, Superannuation, Gratuity, Leave Encashment and Long Term Service Award. In case of funded schemes, the funds are administered through trustees. The Company has made necessary application to Income Tax Authorities for approval of Provident fund and Superannuation trust. The Companys defined contribution plans are Provident Fund, Superannuation and Employees Pension Scheme (under the provisions of the Employees Provident Funds and Miscellaneous Provisions Act, 1952). The Company has no further obligation beyond making the contributions. The Companys defined benefit plans include Gratuity, Leave Encashment and Long Term Service Award. The Guidance on implementing Accounting Standard (AS -15) (Revised 2005) "Employee Benefits" issued by the Accounting Standards Board (ASB) states that provident fund set up by employers which require interest shortfall to be met by the employers needs to be treated as defined benefit plan. However, as at the year end no shortfall remains unprovided for. As advised by an independent actuary, it is not practical or feasible to actuarially value the liability considering that the rate of interest as notified by the Government can vary annually. Further the pattern of investment for investible funds is as prescribed by the Government. Accordingly other related disclosures in respect of provident fund have not been made. Since the company has not yet got its own approved Trust for Provident Fund and Superannuation as per the scheme of demerger, it continues paying its contribution to approved Trust of Piramal Healthcare Limited.

J. Expected employers contribution for the next year is Rs. 3.5 Million for Gratuity.

K. The liability for Leave Encashment (Non - Funded) as at year-end is Rs. 21.3 Million (Previous year Rs. 15.8 Million).

The expected rate of return on plan assets is based on market expectations at the beginning of the year. The rate of return on long-term government bonds is taken as reference for this purpose.

There is no change in accounting estimates due to applicability of AS-15 (Revised) as the parameters considered in the FY 2010-11 are same as the one considered in FY 2009-10 apart from assumptions used for Principal Actuarial.

8. The Company is mainly engaged in Pharmaceutical Research and Development business which is considered the Primary reportable business segment as per AS -17 "Segment Reporting" issued by Institute of Chartered Accountants of India.

9. Related Party Disclosures, as required by Accounting Standard -18 "Related Parties Disclosures" issued by the Institute of Chartered Accountants of India are given below:

A. Controlling Companies

The Ajay G. Piramal Foundation* Paramount Pharma Private Limited*

- Piramal International Private Limited*

The Swastik Safe Deposit & Investments Limited* PHL Holdings Private Limited*

B. Other related parties where common control exists

Piramal Glass Limited*

- Piramal Enterprises Limited

- Piramal Realty Private Limited (formerly known as Alpex International Limited)* Piramal Healthcare Limited

C. Key Management Personnel Ajay G. Piramal* Swati A. Piramal* Nandini Piramal #* Anand Piramal#* - N. Santhanam* Dr. Somesh Sharma

# Relative of Mr.Ajay G. Piramal and Dr.Swati A. Piramal

* There are no transactions with the above related parties during the year.

13. There are no Micro, Small and Medium Enterprises, as defined in the Micro, Small, Medium Enterprises Development Act, 2006, to whom the Company owes dues on account of principal amount together with interest and accordingly no additional disclosures have been made.

The above information regarding Micro, Small and Medium Enterprises has been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the auditors.

14. The Companys significant leasing arrangements are mainly in respect of residential / office premises and motor vehicles. The aggregate lease rentals payable on these leasing arrangements are charged as rent under "Other Expenses" in Sch.16.

18. Employees Stock Option Schemes

Pursuant to approval of Shareholders in Annual General Meeting dated August 22, 2008 and Board of Directors in their meeting dated May 9, 2008, the Employee Stock Option Scheme, 2008 has been formed.

At Board Meeting held on July 14, 2009, 254,513 options each has been granted for financial year 2008-2009 and 2009-2010 at Exercise Price of Rs. 10. Vesting period of one year has been completed. However the said options have not been exercised as on Balance Sheet date, as it can be exercised within a period of five years from the date of vesting.

The shares against exercise of these Options would be issued out of the new shares proposed to be allotted by the Company in respect of which, in principle approval has been received from Bombay Stock Exchange and National Stock Exchange of India.

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

20. The figures for the year ended March 31, 2010 have been regrouped, wherever necessary.

Signatures to Schedule 1 to 18 which form an integral part of the Financial Statements

 
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