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Notes to Accounts of Sharon Bio-Medicine Ltd.

Jun 30, 2015

1. The company had issued 165 Nos. of Zero Coupon Foreign Currency Convertible Bonds of US$ 1, 00,000 each aggregating to US$ 16.5 Million on 27, November 2007. These Bonds are convertible Bonds at the option of bond holders into equity shares of Rs. 10/- each fully paid at the conversion price of Rs. 315/- per share initially but now conversion price has been reset to Rs. 228.04/- per share, subject to the terms of issue, with a fixed exchange rate of Rs. 39.15 equal to US$ 1.00 within 5 years and 7 days from the date of issue.

The bondholders have agreed to extend the bonds for the further period of 5 years. Bondholders have agreed to extend the period between one year to five years and interest to be paid between LIBOR 3.50% - 5% per annum, as per the ECB guidelines. The bondholders have given their consent as stated above and the company authorize dealer has submitted the documents to Reserve Bank of India (RBI), accordingly.

The Company is still in process of issue of new Bonds of US$ 8.046 Million from 30, November 2013. However application for this B series bonds have been filed to RBI. These Bonds are convertible Bonds at the option of bond holders into equity share of Rs.2/- each fully paid at the conversion price of Rs.28.85/- per share, subject to the term of issue within 3 years from the date of issue.

2. In the absence of information as regards to the status/classification of the relevant enterprises into Micro, Small and Medium Enterprises, information as required under Notification No. G.S.R. 719(E) dated 16.11.2007 issued by the Department of the Company Affairs in respect of the total amount payable and amount of interest thereon paid during the year and payable at the end of the year to the Sundry Creditors could not be disclosed.

Figure in bracket () pertains to previous year.

3. The Company has a Single Segment namely Pharmaceuticals/Chemicals. Therefore the company does not fall under different business segments as defined by AS-17 "Segmental Reporting" issued by ICAI.

4. Related party disclosure:

As per Accounting Standards (AS-18) on related party disclosures issued by the Institute of Chartered Accountants of India, detailed disclosure is as follows:

i) Details of Related Parties :

1) Key Management Personnel Ms. Savita Satish Gowda (Managing Director)

Mr. Lalit Misra (Whole Time Director) Mr. Mohan P. Kala (Director)

5. The Previous Year figures have been regrouped / rearranged, wherever necessary to make them comparable with the current years 'figures.

6. Sundry Debtors, Sundry Creditors, Loans & advances are subject to confirmation and reconciliation.

7. In the opinion of the Board the current assets, loans and advances are approximately of the value stated if realized in ordinary course of business. The provision for all known liabilities is adequate and not in excess of the amount reasonably necessary.

8 Related Parties of Key Mrs. Asha M. Kala

Management Personnel

9 Companies over which M/s. Ramco Properties Pvt. Ltd.

Key Management Personnel M/s. Revon Finance & Investments Pvt. Ltd. and their relatives have interest M/s. Bagulwani General Trading Pvt. Ltd.

M/s. Venus Global Management & Consultancy Services Pvt. Ltd.

4) Subsidiary Company M/s. Yusur International FZE, UAE


Jun 30, 2014

1. The company had issued 165 Nos. of Zero Coupon Foreign Currency Convertible Bonds of US$ 1,00,000 each aggregating to US$ 16.5 Million on 27, November 2007. These Bonds are convertible Bonds at the option of bond holders into equity shares of Rs. 10/- each fully paid at the conversion price of Rs. 315/- per share initially but now conversion price has been reset to Rs. 228.04/- per share, subject to the terms of issue, with a fixed exchange rate of Rs. 39.15 equal to US$ 1.00 within 5 years and 7 days from the date of issue.

The Bonds could not be redeemed due to non arrangement of funds, therefore, company asked bondholders to extend the bonds for the further period of 5 years. Bondholders have agreed to extend the period between one year to five years and interest to be paid between LIBOR 3.50% - 5% per annum, as per the ECB guidelines. The bondholders have given their consent as stated above and the company authorize dealer has submitted the documents to Reserve Bank of India (RBI), accordingly.

2. In the absence of information as regards to the status/classification of the relevant enterprises into Micro, Small and Medium Enterprises, information as required under Notification No. G.S.R. 719(E) dated 16.11.2007 issued by the Department of the Company Affairs in respect of the total amount payable and amount of interest thereon paid during the year and payable at the end of the year to the Sundry Creditors could not be disclosed.

3. Contingent Liabilities not provided for :

(Rs.in Lacs)

Particulars 2013 - 2014 2012 - 2013

a) Letter of Credit against goods 100.62 74.18 (Margin Money with bank Rs.184.52 Lacs)

b) Bank Guarantee for MPCB 15.10 0.50

4. The Previous Year figures have been regrouped / rearranged, wherever necessary to make them comparable with the current years'' figures.

5. Sundry Debtors, Sundry Creditors, Loans & advances are subject to confirmation and reconciliation.

6. In the opinion of the Board the current assets, loans and advances are approximately of the value stated if realized in ordinary course of business. The provision for all known liabilities is adequate and not in excess of the amount reasonably necessary.

The licensed & installed capacities are as certified by the Management and have not been verified by the Auditors as this is a technical matter.

7. The Company has a Single Segment namely Pharmaceuticals/Chemicals. Therefore the company does not fall under different business segments as defined by AS- 17 "Segmental Reporting" issued by ICAI.

8. Related party disclosure :

As per Accounting Standards (AS-18) on related party disclosures issued by the Institute of Chartered Accountants of India, detailed disclosure is as follows :

i) Details of Related Parties :

1) Key Management Personnel

Savita Satish Gowda (Ms.) (Managing Director) Lalit Misra (Whole Time Director)

M. P. Kala (Director)

Vijay Kirpalani (Whole Time Director)

2) Related Parties of Key Management Personnel

Asha Mohan Kala (Ms.)

3) Companies over which Ramco Properties Pvt. Ltd.

Key Management Personnel Revon Finance & Investments Pvt. Ltd. and their relatives have interest Bagulwani General Trading Pvt. Ltd. Venus Global Management & Consultancy Services Pvt. Ltd.

9. Deferred Tax Liability :

Deferred Tax Liability relating to earlier year is Rs.133.06 Lacs and liability for current year is Rs.212.66 Lacs.


Jun 30, 2013

1. The company had issued 165 Nos. of Zero Coupon Foreign Currency Convertible Bonds of US$ 1,00,000 each aggregating to US$ 16.5 Million on 27, November 2007. These Bonds are convertible Bonds at the option of bond holders into equity shares of Rs. 10/- each fully paid at the conversion price of Rs. 315/- per share initially but now conversion price has been reset to Rs. 228.04/- per share, subject to the terms of issue, with a fixed exchange rate of Rs. 39.15 equal to US$1.00 within 5 years and 7 days from the date of issue.

The Bonds could not be redeemed due to non arrangement of funds, therefore, company asked bondholders to extend the bonds for the further period of 5 years. Bondholders have agreed to extend the period between one year to five years and interest to be paid between LIBOR 3.50% - 5% per annum, as per the ECB guidelines. The bondholders have given their consent as stated above and the company authorize dealer has submitted the documents to Reserve Bankof India (RBI), accordingly.

2. In the absence of information as regards to the status/classification of the relevant enterprises into Micro, Small and Medium Enterprises, information as required under Notification No. G.S.R. 719(E) dated 16.11.2007 issued by the Department of the Company Affairs in respect of the total amount payable and amount of interest thereon paid during the year and payable at the end of the year to the Sundry Creditors could not be disclosed.

3. Contingent Liabilities not provided for:

(Rs.in Lacs)

Particulars 2012-2013 2011-2012

a) Letter of Credit against goods 74.18 295.87

(Margin Money with bank Rs.36.79 Lacs)

b) BankGuarantee for MPCB 0.50 1.43

4. The Previous Year figures have been regrouped / rearranged, wherever necessary to make them comparable with the current years''figures.

5. Sundry Debtors, Sundry Creditors, Loans & advances are subject to confirmation and reconciliation.

6. In the opinion of the Board the current assets, loans and advances are approximately of the value stated if realized in ordinary course of business. The provision for all known liabilities is adequate and not in excess of the amount reasonably necessary.

7. The Company has a Single Segment namely Pharmaceuticals/Chemicals. Therefore the company does not fall under different business segments as defined by AS-17 "Segmental Reporting" issued by ICAI.

8. Related party disclosure:

As per Accounting Standards (AS-18) on related party disclosures issued by the Institute of Chartered Accountants of India, detailed disclosure is asfollows:

i) Details of Related Parties :

1) Key Management Personnel Savita Satish Gowda (Ms.) (Managing Director)

Lalit Misra (Whole Time Director)

Mohan P. Kala (Director)

Vijay Kirpalani (Whole Time Director)

2) Related Parties of Key Asha M. Kala (Ms.) Management Personnel Ms. Amita Ka|a (Ms)

3) Companies over which Ramco Properties Pvt. Ltd.

Key Management Personnel Revon Finance & Investments Pvt. Ltd. and their relatives have interest

Bagulwam General Trading Pvt. Ltd.

Venus Finance & Investments Pvt. Ltd.

Nesh Pharmatech Pvt. Limited.

4) Associate Firm Siddhivinayak Developers

5) Subsidiary Company Yusur International FZE, UAE

9. Deferred Tax Liability :

Deferred Tax Liability relating to earlier year is Rs. 233.56/- and liability for current year is Rs. 133.06/-.


Jun 30, 2010

1. The company had issued 165 Nos. of Zero Coupon Foreign Currency Convertible Bonds of US$ 1,00,000 each aggregating to US$ 16.5 Million on November 27,2007. These Bonds are convertible Bonds at the option of bond holders into equity shares of Rs. 10/- each fully paid at the reset price of Rs. 228/- per share, subject to the terms of issue, with a fixed exchange rate of Rs. 39.15/- equal to US$ 1.00 within 5 years and 4 days from the date of issue.

The Bonds are redeemable at maturity on December 4,2012 representing a YTM of 7.00%. A Reserve of Rs. 577.76 Lacs (P.Y. Rs. 619.00 Lacs) for the year has been created for the redemption premium.

2. In the absence of information as regards to the status / classification of the relavant enterprises into Micro, Small and Medium Enterprises, information as required under Notification No. G.S.R. 719(E) dated 16.11.2007 issued by the Department of the Company Affairs in respect of the total amount payable and amount of interest thereon paid during the year and payable at the end of the year to the Sundry Creditors could not be disclosed.

(Rs. in Lacs)

3. Contingent Liabilities not provided for: 2009-10 2008-09

a) Letter of Credit against goods 558.64 556.75 (Margin Money with bank Rs. 39.49 Lacs)

b) Bank Guarantee for MPCB 4.50 4.50

4. The Previous Years figures have been regroup / rearranged, wherever necessary to make them comparable with the current years figures.

5. Sundry Debtors, Sundry Creditors, Unsecured Loans, Loans & Advances are subject to confirmation and reconciliation.

6. In the opinion of the Board the current assets, loans and advances are approximately of the value stated if realized in ordinary course of business. The provision for all known liabilities is adequate and not in excess of the amount reasonably necessary.

7. As per Accounting Standards (AS-18) on related party disclosures issued by the Institute of Chartered Accountants of India,

i) Details of Related Parties :

1) Key Management Personnel Ms. Savita Gowda (Managing Director)

Mr. Lalit Misra (Whole Time Director)

Mr. M. P. Kala (Director)

Mr. Vijay Kirpalani (Whole Time Director)

2) Related Parties of Key Management Ms. Asha M. Kala Personnel Ms. Amita Kala

3) Subsidiary Company Yusur International FZE, UAE

(Formerly Known as Sharon International FZE,UAE)

4) Companies over which Key Management

Personnel and their relatives have interest Ramco Properties Pvt. Ltd.

Revon Finance & Investments Pvt. Ltd.

Bagulvani General Trading Pvt. Ltd. (Earlier known as Bagulvani Trading & Investments Pvt. Ltd.)

Venus Finance & Investments Pvt. Ltd.

Sharon Biotech Limited.

5) Associate Firm Siddhivinayak Developers

8. The Company has a Single Segment namely Pharmaceuticals/Chemicals. Therefore the company does not fall under different business segments as defined by AS-17 "Segmental Reporting" issued by ICAI.

9. Deferred Tax Liability :-

Deferred Tax Liability relating to earlier years is Rs. 48.86 Lacs and liability for current years is Rs.180.55 Lacs.

10. a) The Compensation Committee of the Board granted 2,31,103 options on 4th January, 2010 to selected employees and Directors of the Company under Sharon ESOS 2010. Each option is convertible into One equity share of Rs. 10/- each at exercise price of Rs. 82.65/- per share. The options granted would vest over a vesting period of 4 years from the date of grant.

b) The closing market price of share on 31st December, 2009, a day prior to the date of grant on BSE was Rs.82.65 per share. This is considered as market price as per SEBI (Employee Stock Option Scheme & Employee Stock Purchase Scheme) Guidelines, 1999. As per this the intrinsic value per option works out to be Nil, as the options have been granted market price of Rs.82.65 per share

c) If the employee compensation cost is worked out in accordance with fair value method mentioned in the aforesaid SEBI Guidelines, net profit of the Company and EPS for the year would have been lower by Rs.9,12,308 and Rs. 0.09 respectively

11. The company has entered into Derivate Transaction with ICICI Bank Ltd. of Currency swaps of USD/CHF on June 29,2007. The company has incurred net loss of Rs. 151.97 Lacs on the settlement date as on June 28,2010 which has been debited to the Profit & Loss account.

12. During the year, the company has started its commercial productions of new plant of API & Intermediates at Taloja, Navi Mumbai in the month of January 2010.

The company has also started its Toxicology Laboratory and Research & Development unit at Taloja, Navi Mumbai in the month of January 2010.

13. During the year, the company has made the provision of Gratuity for Employees of Rs. 30.94 Lacs and the same has been invested in the Mutual Funds.


Jun 30, 2004

1. The amount of sundry creditors outstanding relating to SSI Units as on 30/06/2004 prior to 30 days and above Rs. 1.00 Lac is Rs.49.43 Lacs.

(Rs. in Lacs)

2. Contingent Liabilities not provided for: 2003-04 2002-03

1) Letter of Credit against goods 14.40 15.08 (Margin Money with bank Rs.3.60 Lacs)

2) Bank Guarantee for Customs 1.54 1.32

3. The Previous Years figures have been regroup/restated, wherever necessary to make them comparable with the current years figures.

4. Sundry Debtors, Sundry Creditors, Loans & advances are subject to confirmation and reconciliation.

5. In the opinion of the Board the current assets, loans and advances are approximately of the value stated if realised in ordinary course of business. The provision for all known liabilities is adequate and not in excess of the amount reasonably necessary.

6. As per Accounting Standards (AS-18) on related party disclosers issued by the Institute of Chartered Accountants of India,

ii) Names of related parties and description of relationship: 1) Key Management Personnel

Mrs. Savita Gowda (Managing Director) Mr. Lalit Misra(Director) Mr. Mangesh Tondwalkar (Director) Mr. Nandkishore Uniyal

2) Relatives of Key Management Personnel

Mrs. Basanti Misra (Mother of Mrs. Savita Gowda) Ms. Priti Misra (Sister of Mrs. Savita Gowda) Mrs. Asha M. Kala (Wife of Mr. Mohan P. Kala) Mr.Deepak V. Kala(Nephew of Mr. Mohan P. Kala)

7. Information as on leases as per Accounting Standard -19 on Accounting for Leases : During the year the company has not paid any lease.

8. Deferred Tax Liability :-

Deferred Tax Liability relating to earlier years is Rs.39,85,264.00 and liability for current years is Rs. 13,79,113.86


Jun 30, 2003

(Rs. in Lacs)

1. Contingent Liabilities not provided for: 2002-03 2001-02

1) Letter of Credit against goods 15.08 20.00 (Margin Money with bank Rs.3.75 Lacs)

2) Bank Guarantee for Customs 1.32 Lacs - Nil -

3. The Previous Years figures have been regroup/restated, wherever necessary to make them comparable with the current years figures.

4. Sundry Debtors, Sundry Creditors, Loans & advances are subject to confirmation and reconciliation.

5. In the opinion of the Board the current assets, loans and advances are approximately of the value stated if realised in ordinary course of business. The provision for all known liabilities is adequate and not in excess of the amount reasonably necessary.

6. As per Accounting Standards (AS-18) on related party disclosers issued by the Institute of Chartered Accountants of India,

ii) Names of related parties and description of relationship :

1) Key Management Personnel Ms. Savita Misra (Managing Director) Mr. Lalit Misra (Director)

Mr. Mangesh Tondwatkar (Director)

Mr. Nandkishore Uniyal (Director)

2) Relatives of Key Management Personnel Mrs. Basanti Misra (Mother of Ms. Savita Misra)

Ms. Priti Misra (Sister of Ms. Savita Misra)

7. Information as on leases as per Accounting Standard -19 on Accounting for Leases : During the year the Company has not paid any lease.

8. Deferred Tax Liability :-

Deferred Tax Liability relating to earlier years is Rs. 25,74,000.00 and liability for current years is Rs. 14,11,264.00.

 
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