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Notes to Accounts of Themis Medicare Ltd.

Mar 31, 2015

1 The Company has given a Corporate Guarantee for Rs.250 lacs (Previous year 250 lacs ) on behalf of Long Island NutritionalsPvt. Ltd.-an associate company to Bank of Maharashtra to secure various loan granted to the said company.

2 Revenue expenditure on Research & Development incurred & Charged out during the year through the natural heads of expenses amount to Rs.266.37 Lacs (Previous year Rs.166.02 Lacs) Capital expenditure incurred during the year thereof amounts to nil, has been included in Fixed Assets. (Previous year nil).

3 The Company has only one segment namely pharmaceuticals, hence no separate disclosure of segment wise information has been made, as required by Accounting Standard 17 on "Segment Reporting".

4 Interest on borrowings attributed to new projects is Capitalised and included in the cost of Fixed Assets/ Capital Work in Progress, as appropriate. Current year Nil. (Previous year Rs.23.55 Lacs).

5 Related Party Disclosures

A. Name of the related parties and nature of relationship

(a) Associate companies Themis Distributors Pvt. Ltd.

Vividh Distributors Pvt. Ltd.

Vividh Margi Investments Pvt. Ltd.

Long Island Nutritionals Pvt. Ltd.

Gujarat Themis Biosyn Ltd.

(b) Joint Venture Richter Themis Medicare (India) Pvt.Ltd.

(c) Subsidiary Themis Life Style Pvt Ltd.

Artemis Biotech Limited

HIDPUL-KFT, Hungary.

(d) Key Management personnel

Dr. D S. Patel(M.D&CEO)

Dr. Sachin D. Patel

(e) Directors/Relatives of Key Management personnel

Mrs. Jayshree D. Patel

Mrs. Meena A. Patel

Mrs Hemlata B.Patel

Mrs. Reena S. Patel

6 Deferred tax liability is provided by implementing Accounting Standard -22 "Accounting for Taxes on Income" issued by Companies (Accounting Standards) Rules, 2006. The Deferred Tax Asset Rs.46.94 lacs (Cr) is recognized in Profit & Loss Account during the current year (Previous year Rs.38.93 lacs Cr.); comprising Rs.14.36 lacs (Cr) towards Current Years leave encashment (Previous Year Asset Rs.6.30 lacs (Cr)), Rs.19.98 lacs (Cr.) towards Bonus (Previous Year Rs.20.03 lacs (Cr) and Rs.12.60 lacs (Cr.) towards provision of Gratuity (Previous Year assets Rs.12.60 lacs (Cr).

7 Employees Benefit:

A) Liability for Employee Benefit has been determined by an actuary, appointed for the purpose, in conformity with the principles set out in the Accounting Standard -15 (Revised) the details of which are as under:

B) Remuneration and Compensation Committee granted 1,33,000 Options to 34 employees and 4 Directors on 31st July 2012 atRs.77.85 per option/share at the prevailing market price at the time of grant. As the grant of Options was done at market rate, the intrinsic value of this grant is NIL and therefore, there is no charge of Employee Compensation cost.

Some of the eligible employees exercise to grant of options and were alloted 8660 number of equity shares on 29.09.2014 and 9200 number of equity shares on 06.02.2015.

8 The Accounting Standard (AS-11) "The effects of changes in Foreign Exchange Rates" prescribed by Companies (Accounting Standards) Rules, 2006 was amended on 31st March, 2009, vide a notification dated 31st March 2009, by the Ministry of Corporate Affairs. The said amendment offered an option to Companies to recognise Foreign Exchange Gains and Losses arising on translation of all long term monetary assets and liabilities acquired upto 31st March 2009, retrospectively from accounting periods commencing after 7th December, 2006 (i.e. from 1st April, 2007 for the Company) upto 31st March, 2011 as capital cost of acquisition of assets where they relate to acquisition of assets or to a Translation Reserve viz. "Foreign Currency Monetary Item Translation Difference Account" (FCMITDA). In other cases the amount so recognised as capital cost of acquisition of assets is to be depreciated over the balance life of the relevant assets and in case of the amount recognised in the FCMITDA is to be amortised over the balance term of the monetary assets or liability but not beyond 31st March, 2011.

The said notification has been further amended by notification dated 29th Dec. 2011 allowing to recognise the Foreign Exchange Gains and Loses arising on translation of all long term monetary assets and liabilities, as capital cost of acquisition of asset upto 31st March, 2020. The Company had chosen to exercise this option in preparation of its financial statements for the year ended 31st March, 2009. Accordingly, Foreign Exchange differences for Rs.91.47 lacs has been adjusted against the cost of assets.

9 Disclosures as required by Accounting Standard 19, "Leases " are given below:

i) The Company has taken various residential, office and godown premises under operating lease or leave and licence agreements.These are generally not non-cancellable and ranging between 11 months and 3 years period under leave and licence, or for longer period inrespect of other leases and are renewable by mutual consent on agreeable terms.Also the Company has given refundable interest free security Deposits under certain agreements.

ii) Lease rent paid by the Company are debited to the statement of Profit and Loss account under "Rent" in Note No. 3.7 of "Other Expenses".

iii) The future minimum lease payments under non-cancellable operating Lease NIL

10 During the year ended March 31, 2015 the Company has reviewed and reassessed useful lives of its tangible fixed assets on and from April 01, 2014. The revised useful lives of the assets as assessed by Management, match those specified in Part C of schedule II to the Companies Act, 2013, for most classes of assets, Management believes that the revised useful lives of the assets reflects the periods over which these assets are expected to be used. As a result of these changes, a sum of Rs.186.70 lacs being the carrying amount net of residual value of fixed assets where remaining life as at 1 April, 2014 is Nil has been charged to Retained earnings net of deferred tax Rs.57.69 lacs as permitted by the Schedule II. In other cases, carrying amount has been depreciated / amortised over the remianing useful life of the assets and the effect on profit is not material.

11 No provision for Taxation has been made in view of carry forward of losses and unabsorbed depreciation.

12 Previous year's firgures have been regrouped / rearranged wherever necessary to conform to current year's presentation.


Mar 31, 2014

Terms / rights attached to shares

Equity Shares

The Company has only one class of equity shares having a par value of Rs 10 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of Interim dividend.

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

NOTE NO. 1

Other Notes forming Part of the Accounts

(Rs. in Lacs)

Contingent liabilities and commitments (to the extent not provided for) As At 31st As At 31st March, 2014 March, 2013

1. Contingent Liabilities

(a) Claims against the company not acknowledged as debt

(i) The Ministry of Chemicals & Fertilizers ,Government of India has raised demand under Drug Price Control Order,1979 for difference in actual price and price of respective bulk drug allowed while fixing the prices of certain life saving Formulations which are disputed by the Company. The Company has preferred Appeals before Hon''ble High Courts of Gujarat and Bombay in respect of Bulk Drug Rifampicin and Ethambutol respectively, for grant of ad interim stay. While allowing the stay, The Hon''ble High Court Gujarat directed the Company to deposit Principal Liability of Rs. 34.80 Lacs out of the total liability of Rs.126.08 Lacs as worked out by the Department of Chemicals & Fertlizers,Govt. of India .The Company has already complied with the directions of the H''norable Court. In respect of Liability for Bulk Drug Ethambutol, the H''norable Bombay High Court had directed the Company to submit Bank Guarantee of Principle amount with Court & stayed the matter. The Company has complied with the direction of the Honourable High Court. 333.33 333.33

(ii) Others 0.87 0.87

(b) Bank Guarantees 100.38 180.76

(c) Other money for which the company is contingently liable

(i) In respect of Letter of Credit 44.95 206.74

(ii) Disputed Income Tax and Sales Tax as matters are in appeal 24.29 24.29

(iii) Customs duty payable on raw materials imported under duty exemption scheme in case of non-fulfillment of export obligation. 201.06 166.56

Total (I) 704.89 912.56

2. The Company has given a Corporate Guarantee for Rs. 250 lacs (Previous year 250 lacs )on behalf of Long Island Nutritionals Pvt. Ltd. - an associate company to Bank of Maharashtra to secure various loan granted to the said company.

3. Revenue expenditure on Research & Development incurred & Charged out during the year through the natural heads of expenses amount to Rs.166.02 Lacs (Previous year Rs.202.04 Lacs) Capital expenditure incurred during the year thereof amounts to nil, has been included in Fixed Assets. (Previous year nil).

4. The Company has only one segment namely pharmaceuticals, hence no separate disclosure of segment wise information has been made,as required by Accounting Standard 17 on "Segment Reporting"

5. Interest on borrowings attributed to new projects is Capitalised and included in the cost of Fixed Assets/ Capital Work in Progress, as appropriate. Current year Rs. 23.55 lacs (Previous year Rs.178.15 Lacs).

6. Deferred tax liability is provided by implementing Accounting Standard -22 "Accounting for Taxes on Income" issued by Companies (Accounting Standards) Rules, 2006. The Deferred Tax Asset Rs.38.93 lacs (Cr) is recognized in Profit & Loss Account during the current year (Previous year Rs.39.06 lacs Cr.); comprising Rs.6.30 lacs (Cr) towards Current Years leave encashment (Previous Year Asset Rs.6.30 lacs (Cr) ), Rs.20.03 lacs (Cr.) towards Bonus (Previous Year Rs 20.16 lacs (Cr) and Rs.12.60 lacs (Cr.) towards provision of Gratuity (Previous Year assets Rs. 12.60 lacs (Cr).

7. The Accounting Standard (AS-11) "The effects of changes in Foreign Exchange Rates" prescribed by Companies (Accounting Standards) Rules, 2006 was amended on 31st March, 2009, vide a notification dated 31st March 2009, by the Ministry of Corporate Affairs. The said amendment offered an option to Companies to recognise Foreign Exchange Gains and Losses arising on translation of all long term monetary assets and liabilities acquired upto 31st March 2009, retrospectively from accounting periods commencing after 7th December, 2006 (i.e. from 1st April, 2007 for the Company) upto 31st March, 2011 as capital cost of acquisition of assets where they relate to acquisition of assets or to a Translation Reserve viz. "Foreign Currency Monetary Item Translation Difference Account" (FCMITDA). In other cases the amount so recognised as capital cost of acquisition of assets is to be depreciated over the balance life of the relevant assets and in case of the amount recognised in the FCMITDA is to be amortised over the balance term of the monetary assets or liability but not beyond 31st March, 2011.

The said notification has been further amended by notification dated 29th Dec. 2011 allowing to recognise the Foreign Exchange Gains and Loses arising on translation of all long term monetary assets and liabilities, as capital cost of acquisition of asset upto 31st March, 2020. The Company had chosen to exercise this option in preparation of its financial statements for the year ended 31st March, 2009. Accordingly, Foreign Exchange differences for Rs. 232.73 lacs has been adjusted against the cost of assets/ CWIP.

8. Disclosures as required by Accounting Standard 19, "Leases" are given below:

i) The Company has taken various residential , office and godown premises under operating lease or leave and licence agreements.These are generally not non-cancellable and ranging between 11 months and 3 years period under leave and licence, or for longer period inrespect of other leases and are renewable by mutual consent on agreeable terms.Also the Company has given refundable interest free security Deposits under certain agreements.

ii) Lease rent paid by the Company are debited to the statement of Profit and Loss account under "Rent" in Note No. 3.7 of "Other Expenses".

iii) The future minimum lease payments under non-cancellable operating Lease NIL

9. Previous year''s firgures have been regrouped / rearranged wherever necessary to conform to current year''s presentation.


Mar 31, 2013

1 The Company has given a Corporate Guarantee for Rs. 250 lacs on behalf of Long Island Nutritionals Pvt. Ltd. - an associate company to Bank of Maharashtra to secure various loan granted to the said company.

2 Revenue expenditure on Research & Development incurred & Charged out during the year through the natural heads of expenses amount to Rs.202.04 Lacs (Previous year Rs.201.64 Lacs) Capital expenditure incurred during the year thereof amounts to nil, has been included in Fixed Assets. (Previous year Rs. 1.99 Lacs).

3 The Company has only one segment namely pharmaceuticals, hence no separate disclosure of segment wise information has been made,as required by Accounting Standard 17 on "Segment Reporting"

4 Interest on borrowings attributed to new projects is Capitalised and included in the cost of Fixed Assets/ Capital Work in Progress, as appropriate.Current year Rs. 178.15 lacs (Previous year Rs.153.23 Lacs).

5 Related Party Disclosures

A. Name of the related parties and nature of relationship

(a) Associate companies Themis Distributors Pvt. Ltd.

Vividh Distributors Pvt. Ltd. Vividh Margi Investments Pvt. Ltd. Long Island Nutritionals Pvt. Ltd.

(b) Joint Venture Richter Themis Medicare (India) Pvt.Ltd.

(c) Key Management personnel Dr. D.S. Patel ( M.D & CEO )

Dr. Sachin D. Patel

(d) Directors/Relatives of Key

Management personnel Mrs. Jayashree D. Patel

Mrs. Meena A. Patel Mrs Hemlata B.Patel Mrs Margi R Choksy Mrs. Reena S. Patel

6 Deferred tax liability is provided by implementing Accounting Standard -22 "Accounting for Taxes on Income" issued by Companies (Accounting Standards) Rules, 2006. The Deferred Tax Asset Rs.39.06 lacs (Cr) is recognized in Profit & Loss Account during the current year (Previous year Rs.16.57 lacs Cr.); comprising Rs 6.30 lacs (Cr) towards Current Years leave encashment (Previous Year Asset Rs.1.53 lacs (Cr) ), Rs.20.16 lacs (Cr.) towards Bonus (Previous Year Rs 4.08 lacs (Cr) and Rs 12.60 lacs (Cr.) towards provision of Gratuity (Previous Year assets Rs. 7.38 lacs (Cr).

7 Details of Dues to Micro, Small and Medium Enterprises as per Micro,Small and Medium Enterprises Development Act,2006 (MSMED Act).

8 The Accounting Standard (AS-11) "The effects of changes in Foreign Exchange Rates" prescribed by Companies (Accounting Standards) Rules, 2006 was amended on 31st March, 2009, vide a notification dated 31st March 2009, by the Ministry of Corporate Affairs. The said amendment offered an option to Companies to recognise Foreign Exchange Gains and Losses arising on translation of all long term monetary assets and liabilities acquired upto 31st March 2009, retrospectively from accounting periods commencing after 7th December, 2006 (i.e. from 1st April, 2007 for the Company) upto 31st March, 2011 as capital cost of acquisition of assets where they relate to acquisition of assets or to a Translation Reserve viz. "Foreign Currency Monetary Item Translation Difference Account" (FCMITDA). In other cases the amount so recognised as capital cost of acquisition of assets is to be depreciated over the balance life of the relevant assets and in case of the amount recognised in the FCMITDA is to be amortised over the balance term of the monetary assets or liability but not beyond 31st March, 2011.

The said notification has been further amended by notification dated 29th Dec. 2011 allowing to recognise the Foreign Exchange Gains and Loses arising on translation of all long term monetary assets and liabilities, as capital cost of acquisition of asset upto 31st March, 2020. The Company had chosen to exercise this option in preparation of its financial statements for the year ended 31st March, 2009. Accordingly, Foreign Exchange differences for Rs. 232.73 lacs has been adjusted against the cost of assets/ CWIP.

9 Disclosures as required by Accounting Standard 19, "Leases " are given below:

i) The Company has taken various residential , office and godown premises under operating lease or leave and licence agreements.These are generally not non-cancellable and ranging between 11 months and 3 years period under leave and licence, or for longer period inrespect of other leases and are renewable by mutual consent on agreeable terms.Also the Company has given refundable interest free security Deposits under certain agreements.

ii) Lease rent paid by the Company are debited to the statement of Profit and Loss account under "Rent" in Note No. 3.7 of "Other Expenses".

iii) The future minimum lease payments under non-cancellable operating Lease NIL

10 Previous year''s firgures have been regrouped / rearranged wherever necessary to conform to current year''s presentation.


Mar 31, 2012

1) Buildings and Leasehold Land which were revalued are shown at" Book Value ".Other Fixed Assets appear at" COST "

2) Buildings include :

a ) Staff quarters of the value of Rs.259200 purchased by the Company from Gujarat Industrial Development Corporation under hire - purchase scheme for which title documents in favour of the Company are yet to be executed, b) Documents for go down premises purchased during the earlier year for a value of Rs. 6800758 have been lodged for registration with concerned authorities

3) Execution of conveyance and other documents in respect of Office Premises purchased for Rs.9100000 in an earlier year are yet pending.

The relevant expenses pertaining to the same will be accounted in the year of execution. Amount not ascertainable

4) Documents for Registration of Trade Marks of the value of Rs.27200 acquired in an earlier year have been submitted to concerned authorities for registering in Company's name

5) Execution of conveyance and other documents in respect of Training Centre premises at Goregaon purchased for Rs.10635000 in earlier year are yet pending. The relevant expenses pertaining to the same will be accounted in the year of execution. Amount not ascertainable

(Rs. in Lacs)

Contingent liabilities and commitments As At As At

(to the extent not provided for) 31st March, 31st March,

2012 2011

1 Contingent Liabilities

(a) Claims against the company not acknowledged as debt

(i) The Ministry of Chemicals & Fertilizers government of India has raised demand under Drug Price Control Order,1979 for difference in actual price and price of respective bulk drug allowed while fixing the prices of certain life saving Formulations which are disputed by the Company. The Company has preferred Appeals before Hon'ble High Courts of Gujarat and Bombay in respect of Bulk Drug Rifampicin and

Ethambuto! respectively, for grant of ad interim stay.

While allowing the stay, The Hon'ble High Court Gujarat directed the Company to deposit Principal Liability of Rs. 34.80 Lacs out

of the total liability of Rs.126.08 Lacs as worked out by the Department of Chemicals & Fertlizers,Govt. of India. The Company has already complied with the directions of the H'norable Court. In respect of Liability for Bulk Drug Ethambutol, the H'norable Bombay High Court had directed the Company to submit Bank Guarantee of Principle amount with Court & stayed the matter.

The Company has complied with the direction of the Honourable ;

High Court. 333.33 333.33

(ii) Others 0.87 0.87

(b) Bank Guarantees 205.64 181.14

(c) Other money for which the company is contingently liable

(i) In respect of Letter of Credit 26.38 660.87

(ii) Disputed Income Tax and Sales Tax as matters are in appeal 61.58 65.76

(iii) Customs duty payable on raw materials imported under duty exemption scheme in case of non-fulfillment of export obligation. 231.81 556.38

Total (I) 859.61 1,798.35

2 Commitments

(a) Estimated amount of contracts remaining to be executed on

capital account and not provided for 101.98

(b) Uncalled liability on shares and other investments partly paid NiL NIL

(c) Other commitments (specify nature)

(i) Liability on account of Custom duty on goods in bonded warehouse or in transit is ,as per the Company's practice charged to Profit & Loss Account only in the year in which the goods are cleared from the Custom. This accounting policy

has no effect on the Loss for the year. 22.25 36.16

(ii) Liability on account of Excise duty in respect of goods manufactured and liable to payment of Excise duty when cleared from the factory premises, is accounted at the time of removal of the

goods from the place of manufacture for sale or for captive use. .

This accounting policy has no effect on the Loss for the year. 2.98 16.85

TotaT (II) 25.23 154.99

Total (l ll) 884.84 1,953.34

3

i) In respect of Dr. Dinesh S. Patel MD and CEO, applications are made to the Central Govt, for approval of remuneration paid / payable to him in view of Loss in the year 2008-09 & consequently remuneration exceeded the limits prescribed under Schedule XIII. In view of carried forward Losses to 2009-10, the remuneration for the year exceeded limits as prescribed U/s.198 read with the applicable sections of Companies Act 1956 and hence apllications for Managing Director and Whole time Directors are made to Central Government for waiver of excess remuneration paid.

ii) Consequent to inadequacy of profits in the current year, remuneration paid to Managing Director and Whole-time Directors, is in excess of the limits specified in Section 198 read with Schedule XIII of the Companies Act, 1956. The excess remuneration drawn by the Directors amount to Rs.. 15.89 lacs. The Company is making an application to the Central Govt, for the waiver of the excess remuneration paid.

4 Revenue expenditure on Research & Development incurred & Charged out during the year through the natural heads of expenses amount to Rs.201.64 Lacs (Previous year Rs.283.92 Lacs) Capital expenditure incurred during the year thereof amounts to Rs.1.99 Lacs has been included in Fixed Assets. (Previous year Rs. 31.31 Lacs).

5 The Company has only one segment namely pharmaceuticals, hence no separate disclosure of segment wise information has been made,as required by Accounting Standard 17 on "Segment Reporting"

6 Interest on borrowings attributed to new projects is Capitalised and included in the cost of Fixed Assets/ Capital Work in Progress, as appropriate.Current year Rs. 153.23 lacs (Previous year Rs.184.58 Lacs).

7 Deferred tax liability is provided by implementing Accounting Standard-22 "Accounting for Taxes on Income" issued by Companies (Accounting Standards) Rules, 2006. The Deferred Tax Asset Rs.16.57 lacs (Cr) is recognized in Profit & Loss Account during the current year (Previous year Rs.15.05 lacs Cr.); comprising Rs 1.53 lacs (Cr) towards Current Years leave encashment (Previous Year Asset Rs.7.50 lacs (Cr) ) and Rs.4.08 lacs (Cr.) towards Bonus (Previous Year Rs 18.88 lacs (Cr), Rs 7.38 lacs (Cr.) towards provision of Gratuity (Previous Year assets Rs. 11.47 lacs (Cr) and Rs. 3.58 lacs (Cr) depreciation (Previous Year Rs. 22.80 lacs (Dr.).

The above information regarding Micro and Small 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.

8 The Accounting Standard (AS-11) "The effects of changes in Foreign Exchange Rates" prescribed by Companies (Accounting Standards) Rules, 2006 was amended on 31st March, 2009, vide a notification dated 31st March 2009, by the Ministry of Corporate Affairs. The said amendment offered an option to Companies to recognise Foreign Exchange Gains and Losses arising on translation of all long term monetary assets and liabilities acquired upto 31st March 2009, retrospectively from accounting periods commencing after 7th December, 2006 (i.e. from 1st April, 2007 for the Company) upto 31st March, 2011 as capital cost of acquisition of assets where they relate to acquisition of assets or to a Translation Reserve viz. "Foreign Currency Monetary Item Translation Difference Account" (FCMITDA). In other cases the amount so recognised as capital cost of acquisition of assets is to be depreciated over the balance life of the relevant assets and in case of the amount recognised in the FCMITDA is to be amortised over the balance term of the monetary assets or liability but not beyond 31st March, 2011.

The said notification has been further amended by notification dated 29th Dec. 2011 allowing to recognise the Foreign Exchange Gains and Loses arising on translation of all long term monetary assets and liabilities, as capital cost of acquisition of asset upto 31st March, 2020. The Company had chosen to exercise this option in preparation of its financial statements for the year ended 31st March, 2009. Accordingly, Foreign Exchange differences for Rs. 232.73 lacs has been adjusted against the cost of assets/ CWIR

9 Disclosures as required by Accounting Standard 19, "Leases " are given below:

i) The Company has taken various residential, office and go down premises under operating lease or leave and licence agreements. These are generally not non-cancellable and ranging between 11 months and 3 years period under leave and licence, or for longer period in respect of other leases and are renewable by mutual consent on agreeable terms. Also the Company has given refundable interest free security Deposits under certain agreements.

ii) Lease payments are recognised in the profit and Loss Account under "Rent" in Schedule.

iii) The future minimum lease payments under non-cancellable operating Lease NIL

10 The financial statements for the year ended 31 March 2011 had been prepared as per the then applicable, pre-revised Schedule VI to the Act. Consequent to the notification of Revised Schedule VI under the Act, the financial statements for the year ended 31 March 2012 are prepared as per Revised Schedule VI. Accordingly, the previous year figures have also been reclassified to conform to this year's period's classification. The adoption of Revised Schedule VI for previous year figures does not impact recognition and measurement principles followed for preparation of financial statements.


Mar 31, 2011

Rupees in Lacs

Total As At Total As At 31/03/2011 31/03/2010

1 Contingent Liabilities not provided for:

a) In respect of Letter of Credit. 660.87 876.55

b) Disputed Income Tax, Sales Tax, as matters are in appeal. 65.76 86.11

c) Bank Guarantee 181.14 185.78

d) Custom duty payable on raw materials imported under duty exemption scheme in case of non-fulfillment of export obligation. 556.38 250.91

e) Claims against the Company not acknowledged as debts.

i)The Ministry of Chemicals & Fertilizers, Government of India has raised demand under Drug Price Control Order,1979 for difference in actual price and price of respective bulk drug allowed while fixing the prices of (certain life saving Formulations which are disputed by the Company. The Company has preferred Appeals before Honble High Courts of Gujarat and Bombay in respect of Bulk Drug Rifampicin and Ethambutol respectively for grant of ad interim stay. While allowing the stay The Honble High Court Gujarat directed the Company to deposit Principal Liability of Rs. 34.80 Lacs out of the total liability of Rs.126.08 Lacs as worked out by the Department of Chemicals & Fertlizers,Govt. of India .The Company has already complied with the directions of the Hnorable Court. In respect of Liability for Bulk Drug Ethambutol, the Hnorable Bombay High Court had directed the Company to submit Bank Guarantee of Principle amount with Court & stayed the matter. The Company has complied with the direction of the Honourable High Court. 333.33 333.33

ii) Others 0.87 0.87

6 Note : 1) In respect of Dr. Dinesh S. Patel MD and CEO, applications are made to the Central Govt. for approval of remuneration paid / payable to him in view of Loss in the year 2008-09 & consequently remuneration exceeded the limits prescribed under Schedule XIII. In view of carried forward Losses to 2009-10, the remuneration for the year exceeded limits as prescribed U/s.198 read with the applicable sections of Companies Act 1956 and hence applications for Managing Director and Whole time Directors are made to Central Government for waiver of excess remuneration paid.

2) Consequent to inadequacy of profits in the current year, remuneration paid to Managing Director and Whole-time Directors, is in excess of the limits specified in Section 198 read with Schedule XIII of the Companies Act, 1956. The excess remuneration drawn by the Directors amount to Rs.. 73.89 lacs. The Company is making an application to the Central Govt. for the waiver of the excess remuneration paid.

3 Revenue expenditure on Research & Development incurred & Charged out during the year through the natural heads of expenses amount to Rs.283.92 Lacs (Previous year Rs.120.84 Lacs) Capital expenditure incurred during the year thereof amounts to Rs. 31.31 Lacs has been included in Fixed Assets. (Previous year Rs. 32.86 Lacs).

4 The Company has only one segment namely pharmaceuticals, hence no separate disclosure of segment wise information has been made,as required by Accounting Standard 17 on "Segment Reporting"

5 Sundry Debtors includes Rs.2650.09 Lacs (previous year Rs.791.89 Lacs) due from private companies in which directors are interested as directors/members.

6 Interest on borrowings attributed to new projects is Capitalised and included in the cost of Fixed Assets/Capital Work in Progress, as appropriate.Current year Rs. 184.58 lacs (Previous year Rs. NIL ).

7 Related Party Disclosures

A. Name of the related parties and nature of relationship

a) Associate companies Themis Distributors Pvt. Ltd.

Vividh Distributors Pvt. Ltd.

Vividh Margi Investments Pvt. Ltd.

b) Joint Venture Richter Themis Medicare (India) Pvt. Ltd.

c) Key Management personnel Dr. D.S. Patel (M.D & CEO)

Dr. Sachin D. Patel

Mrs. Jayshree D. Patel

d) Directors/Relatives of Key Management Mr S. D. Patel Personnel Mrs Madhuben Patel

Mrs H. B. Patel

Mrs Margi R Choksy

Mrs Reena Patel

C. The information given above, have been reckoned on the basis of information available with the Company.

8 Deferred tax liability is provided by implementing Accounting Standard -22 "Accounting for Taxes on Income" issued by Companies (Accounting Standards) Rules, 2006. The Deferred Tax Liability Rs.15.05 lacs (Cr) is recognized in Profit & Loss Account during the current year (Previous year Rs.17.56 lacs Cr.); comprising Rs 7.50 lacs (Cr) towards Current Years leave encashment (Previous Year Asset Rs.10.9 lacs ) and Rs.18.88 lacs (Cr.) towards Bonus (Previous Year Rs 19.11 lacs (Cr) , Rs 11.47 lacs (Cr.) towards provision of Gratuity (Previous Year assets Rs..0.13 lacs (Dr) and Rs. 22.80 lacs (Dr) depreciation (Previous Year Rs.12.32 lacs (Dr.).

9 Details of Dues to Micro, Small and Medium Enterprises as per Micro,Small and Medium Enterprises Development Act, 2006 (MSMED Act).

10 The Accounting Standard (AS-11) "The effects of changes in Foreign Exchange Rates" prescribed by Companies (Accounting Standards) Rules, 2006 was amended on 31st March, 2009, vide a notification dated 31st March 2009, by the Ministry of Corporate Affairs. The said amendment offered an option to Companies to recognise Foreign Exchange Gains and Losses arising on translation of all long term monetary assets and liabilities acquired upto 31st March 2009, retrospectively from accounting periods commencing after 7th December, 2006 (i.e. from 1st April, 2007 for the Company) upto 31st March, 2011 as capital cost of acquisition of assets where they relate to acquisition of assets or to a Translation Reserve viz. "Foreign Currency Monetary Item Translation Difference Account" (FCMITDA). In other cases the amount so recognised as capital cost of acquisition of assets is to be depreciated over the balance life of the relevantassets and in case of the amount recognised in the FCMITDA is to be amortised over the balance term of the monetary assets or liability but not beyond 31st March, 2011. The Company had chosen to exercise this option in preparation of its financial statements for the year ended 31st March,2009. Accordingly, Foreign Exchange differences for Rs. 232.80 lacs has been adjusted against the cost of assets/CWIP.

11 Disclosures as required by Accounting Standard 19, "Leases " are given below:

i) The Company has taken various residential , office and godown premises under operating lease or leave and licenceagreements.These are generally not non-cancellable and ranging between 11 months and 3 years period under leave andlicence, or for longer period inrespect of other leases and are renewable by mutual consent on agreeable terms. Also the Company has given refundable interest free security Deposits under certain agreements.

ii) Lease payments are recognised in the profit and Loss Account under "Rent" in Schedule.

iii) The future minimum lease payments under non-cancellable operating Lease NIL

12 Significant accounting policies adopted by the Company are disclosed in the statement annexed to these Accounts as Annexure - II.

13 Previous years figures have been regrouped / recast whereever necessary.


Mar 31, 2010

1 Revenue expenditure on Research & Development incurred & Charged out during the year through the natural heads of expenses amount to Rs. 120.84 Lacs (Previous year Rs.215.85 Lacs) Capital expenditure incurred during the year thereof amounts to Rs.32.86 Lacs has been included in Fixed Assets. (Previous year Rs.22.81 Lacs).

2 The Company has only one segment namely pharmaceuticals, hence no separate disclosure of segment wise information has been made, as required by Accounting Standard 17 on "Segment Reporting"

3 Sundry Debtors includes Rs.791.89 Lacs (previous year Rs.1280.47 Lacs) due from private companies in which directors are interested as directors/members.

4 Interest on borrowings attributed to new projects is Capitalised and included in the cost of Fixed Assets/Capital Work in Progress, as appropriate. Current year Rs. NIL (Previous year Rs.2.90 Lacs).

5 Deferred tax liability is provided by implementing Accounting Standard -22 "Accounting for Taxes on Income" issued by Companies (Accounting Standards) Rules, 2006.

The Deferred Tax Liability Rs.17.56 lacs (Cr) is recognized in Profit & Loss Account during the current year (Previous year Rs.49.98 lacs Dr.); comprising Rs 10.9 lacs (Cr) towards Current Years leave encashment (Previous Year Asset Rs.6.15 lacs ) and Rs.19.11 lacs (Cr.) towards Bonus (Previous Year Rs 5.80 lacs (Cr) , Rs 0.13 lacs (Dr.) towards provision of Gratuity (Previous Year assets Rs..3.55 lacs (Dr) and Rs. 12.32 lacs (Dr) depreciation (Previous Year Rs.58.38 lacs (Dr.).

6 Details of Dues to Micro, Small and Medium Enterprises as per Micro,Small and Medium Enterprises Development Act,2006 (MSMED Act).

7 Employees Benefit:

Liability for Employee Benefit has been determined by an actuary, appointed for the purpose, in conformity with the principles set out in the Accounting Standard -15(Revised) the details of which are as under :

8 The Accounting Standard (AS-11) "The effects of changes in Foreign Exchange Rates" prescribed by Companies (Accounting Standards) Rules, 2006 was amended on 31st March, 2009, vide a notification dated 31st March 2009, by the Ministry of Corporate Affairs. The said amendment offered an option to Companies to recognise Foreign Exchange Gains and Losses arising on translation of all long term monetary assets and liabilities acquired upto 31st March 2009, retrospectively from accounting periods commencing after 7th December, 2006 (i.e. from 1st April, 2007 for the Company) upto 31st March, 2011 as capital cost of acquisition of assets where they relate to acquisition of assets or to a Translation Reserve viz. "Foreign Currency Monetary Item Translation Difference Account" (FCMITDA). In other cases the amount so recognised as capital cost of acquisition of assets is to be depreciated over the balance life of the relevant assets and in case of the amount recognised in the FCMITDA is to be amortised over the balance term of the monetary assets or liability but not beyond 31st March, 2011.

The Company had chosen to exercise this option in preparation of its financial statements for the year ended 31st March,2009. Accordingly, Foreign Exchange differences for Rs. 232.80 lacs has been adjusted against the cost of assets/CWIP.

9 Disclosures as required by Accounting Standard 19, "Leases " are given below:

I) The Company has taken various residential, office and godown premises under operating lease or leave and licence agreements. These are generally not non-cancellable and ranging between 11 months and 3 years period under leave and licence, or for longer period inrespect of other leases and are renewable by mutual consent on agreeable terms. Also the Company has given refundable interest free security Deposits under certain agreements.

ii) Lease payments are recognised in the profit and Loss Account under "Rent" in Schedule.

iii) The future minimum lease payments under non-cancellable operating Lease NIL

10 The Company does not expect any tax liability under the Income Tax Act, 1961 for the year, in view of carry forward of losses and write off of certain assets pursuant to Scheme of Arrangement u/s. 78, 100 and 391 of the Companies Act, 1956 approved by the Members of the Company and judicature of Gujarat High Court.

11 The accounts of Overseas Subsidiary Company "Themis Medicare Singapore Pte. Ltd,Singapore" and statement pursuant to Section 212 of the Companies Act,1956 are disclosed elsewhere in this report. The Subsidiary Company is proposed to be struck off from the records of appropriate authorities of Singapore and the same is in process.

12 The Company has worked out a Scheme of Arrangement with its Shareholders under section 78, section 100 & section 391 of the Companies Act, 1956 to write off Debtors, Inventories, Loans and Advances and Intangible Assets of the Company aggregating Rs. 2607.94 lacs against Reconstruction Reserve Account of the Company. Under the Scheme, all the reserves as on 31.03.2009, aggregating Rs. 8928.39 lacs required to be transferred to Reconstruction Reserve Account. The Balance in the Reconstruction Reserve Account will be transferred to General Reserve Account, subject to necessary approval.

During the year the Scheme of Arrangement has been approved by Members of the Company at the extra ordinary general meeting held on 17-08-2009 and also approved by the Honourable High Court of Gujarat vide order dated 03-12-2009. Accordingly necessary effect of the scheme has been given in the financial statements for the year ended 31.03.2010 after complying with all necessary formalities.

13 Previous years figures have been regrouped / recast whereever necessary.

 
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