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Notes to Accounts of Transgene Biotek Ltd.

Mar 31, 2015

1. Previous year figures have been regrouped and reclassified, wherever necessary according to the groupings and classifications are made for the current financial year.

2. Contingent Liabilities are not provided for in respect of

(Rs. In Lacs) 2014 - 15 2013 - 14

(i) Customs Duty Demands disputed by the Company 59.37 59.37

(ii) Claims against the company not acknowledged as debts 40.00 40.00

During the year one of the Employee of the Company sustained severe burns in a fire incident in the Company. The Company helped him financially for hospitalization and treatment after which he was discharged from the hospital. However, after the discharge, for some unknown reasons he contracted infection and died while being treated for that. His family approached Labour Court claiming an unspecified amount for his death from the Company. No amount is provided for in books of account for the same as the Company is not sure of the liability.

3. The Department of Biotechnology has sanctioned a loan amount of Rs.4.09 crores under Small Business Innovative Research Initiative (SBIRI) scheme for the novel technology upgradation of oralstat research, for which a charge against movable and Immovable assets acquired from utilization of the said loan amount has been created. SBIRI has demanded an interest of Rs 35,47,901/- for which a provision has been made though the management is yet to ascertain the actual liability of the company in this regard .

4. The company has made 100% provision for the investment made in the Transgene Biotek HK Limited (Subsidiary) for Rs. 92,20,09,728/-in the wake of the Auditors report of the Wholly Owned Subsidiary. Further, 100% provision is made against payment made to M/s. Symetric Sciences Inc utilized out of GDR proceeds. This is without prejudice to the company's claim in this regard.

5. The following are the Related Party Disclosures as per the AS-18 as notified under the Companies Act 2013.

6. In the opinion of the Board, current assets, loans and advances are realizable at a value, which is at least equal to the amount, at which these are stated, in the ordinary course of business. Balances of sundry debtors, sundry creditors, loans and advances, and other parties are subject to independent confirmation from the respective parties.

7. Additional information pursuant to Part II of Schedule VI to the Companies Act, 1956 to the extent relevant.

8. The Company is engaged in Diagnostic Services and trading of Bulk Drugs which as per accounting standard (AS) 17 is considered as business segments.

9. Periodically the Company evaluates all customers due to the company for collectables. The need for provisions is assessed based on the various factors including collectables of specific dues, risk perceptions of the industry in which the customers operate, and general economic factors, which could affect the customer's ability to settle.

10. Notes forming integral part of the Balance Sheet and Profit & Loss Account and have been duly authenticated.


Mar 31, 2014

1. Previous year figures have been regrouped and reclassified according to the groupings and Classifications made for the current financial year.

2. Contingent Liabilities are not provided for in respect of

(Rs. In Lacs) 2013-14 2012-13

(i) Customs Duty Demands disputed by the Company 64.42 64.42

(ii) Claims lodged against the Company 40.00 40.00

3. Contracts remaining to be executed on Capital Account are Rs. 8705.73 Lakhs (Previous year Rs.8705.73 Lakhs).

4. The Department of Biotechnology has sanctioned a loan amount of Rs.4.09 crores under Small Business Innovative Research Initiative (SBIRI) scheme for the novel technology up gradation of orilstat research, for which a charge against movable and Immovable assets acquired from utilization of the said loan amount has been created.

5. During the year the company has made 100% provision for the investment made in the Transgene Biotek HK Limited (Subsidiary) for Rs. 92,20,09,728/- in the wake of the Auditors report of the Wholly Owned Subsidiary. Further, 100% provision is made against to M/s. Symetric Sciences Inc utilized out of GDR proceeds.The corresponding Forex Reserve created against this advance as per AS 11 was also suitably adjusted.

6. The following are the Related Party Disclosures as per the AS-18 as notified under the Companies Act 1956.

A) KEY MANAGEMENT PERSONNEL :

Dr. K. Koteswara Rao : Managing Director

Transgene Biotek HK Limited : Wholly owned subsidiary

7. In the opinion of the Board, current assets, loans and advances are realizable at a value, which is at least equal to the amount, at which these are stated, in the ordinary course of business. Balances of sundry debtors, sundry creditors, loans and advances, and other parties are subject to independent confirmation from the respective parties.

8. Additional information pursuant to Part II of Schedule VI to the Companies Act, 1956 to the extent relevant.

Particulars of Capacities and Production

9. Periodically the Company evaluates all customers due to the company for collectables. The need for provisions is assessed based on the various factors including collectables of specific dues, risk perceptions of the industry in which the customers operate, and general economic factors, which could affect the customer''s ability to settle.

10. Notes 2 to 25 form integral part of the Balance Sheet and Profit & Loss Account and have been duly authenticated.


Mar 31, 2013

A. Basis of preparation of financial statements:

The accompanying financial statements are prepared in accordance with Indian Generally Accepted Accounting Principles (GAAP) under the historical cost convention on the accruals basis. GAAP comprises mandatory accounting standards issued by the Institute of Chartered Accountants of India (ICAI), the provisions of the Companies Act, 1956 and guidelines issued by the Securities and Exchange Board of India. Accounting policies have been consistently applied and management evaluates all recently issued or revised accounting standards on an ongoing basis.

1 Previous year figures have been regrouped and reclassified according to the groupings and Classifications made for the current financial year.

2. Contingent Liabilities are not provided for in respect of

(Rs.. In Lacs)

2012 – 13 2011-12

(i) Customs Duty Demands disputed by the Company 64.42 64.42

(ii) Claims lodged against the Company 40.00 40.00

3. Contracts remaining to be executed on Capital Account are Rs. 8705.73 Lakhs (Previous year Rs.8705.73 Lakhs).

4. The Department of Biotechnology has sanctioned a loan amount of Rs.4.09 crores under Small Business Innovative Research Initiative (SBIRI) scheme for the novel technology up gradation of orilstat research, for which a charge against movable and Immovable assets acquired from utilization of the said loan amount has been created.

5. The following are the Related Party Disclosures as per the AS-18 as notified under the Companies Act 1956. A) KEY MANAGEMENT PERSONNEL:

Dr. K. Koteswara Rao : Managing Director

Transgene Biotek HK Limited : Wholly owned subsidiary

6. In the opinion of the Board, current assets, loans and advances are realizable at a value, which is at least equal to the amount, at which these are stated, in the ordinary course of business. Balances of sundry debtors, sundry creditors, loans and advances, and other parties are subject to independent confirmation from the respective parties.

7. Additional information pursuant to Part II of Schedule VI to the Companies Act, 1956 to the extent relevant. Particulars of Capacities and Production

8. The Company had in the earlier years, recognized Forex Gain on Capital Advances under other Income and was passed through Profit & Loss Account. During the year under review, the management had, considered the same as Exceptional item and this being a non-monetary item, categorized under "Exchange Translation Reserve" under the head "Reserves & Surplus". The impact due to change in the Accounting Policy is Rs. 1308.33 Lakhs.

9. Periodically the Company evaluates all customers due to the company for collectables. The need for provisions is assessed based on the various factors including collectables of specific dues, risk perceptions of the industry in which the customers operate, and general economic factors, which could affect the customer''s ability to settle.

10. Notes 1 to 26 form integral part of the Balance Sheet and Profit & Loss Account and have been duly authenticated.


Mar 31, 2012

The Company has only one class of shares referred to as equity shares having a par value Rs.10. Eac holder of one equity share is entitled to one vote per share.

In the event of liquidation of the Company, the holders of shares shall be entitled to receive any of tt remaining assets of the Company, after distribution of all preferential amounts. However no such preferenti amounts exist currently. The amount distributed will be in proportion to the number of equity shares he by the shareholders. '

** Term loans are secured by first pari passu charge on all the present and future fixed assets both movable and immovable and immovable property of the Company.

** Term loan from Department of Bio Technology (DBT), Ministry of Science and Technology are secured by the whole of movable and immovable properties acquired from the loan sanctioned by the DBT under SBIRI scheme.

1. Previous year figures have been regrouped and reclassified according to the groupings and classifications made for the current financial year.

2. Contingent Liabilities are not provided for in respect of

Rs. In Lakhs

2011 - 12 2010 - 11

Customs Duty Demands disputed by the Company 64.42 64.42

Claims lodged against the Company 40.00 40.00

The Company had deposited an amount of Rs. 40,00,000 with the Registrar of AP High Court, as per the directions of Hon'ble High Court of Andhra Pradesh in the case filed against the Company " and the same is covered in Note No. XI

3. Contracts remaining to be executed on Capital Account are Rs.8,705.75 Lakhs (Previous year Rs. 6,326.79 Lakhs).

4. GDR's Issue:

During the year the Company has issued 25,00,000 Global Depository Receipts (GDR) at a price of US$.7.0 per GDR on 3rd October, 2011, where one GDR represents 10 equity shares of Rs.10 each of the Company. The Company has received in aggregate US$ 1,75,00,000 equivalent to Rs.86.50 Crores which has been appropriated towards equity share capital of Rs.25,00,00,000 and Rs.61,50,00,000 as Securities premium. The expenses incurred in connection with the GDR issue of Rs.2,74,21,69§/- has been appropriated against the Premium received.

Usage of GDR proceeds:

The Company intends to use net proceeds from the issue of GDR's towards expansion of the present business activities of the Company; augmenting long term working capital and any other use as may be permitted under applicable law or regulations from time to time.

Out of net proceeds, an amount of US$ 1,69,52,000 equivalent toRs.86,72,04,98§/- has been paid as advances for acquiring new drug technologies and getting clinical technology services from technology/strategic partners abroad, through the Wholly owned subsidiary Company, M/s Transgene Biotech HK Limited, Hong Kong.

The Company intends to use the GDR issue proceeds in the following manner.

i. Research and Development of various products of the Company Viz, APIs, Vaccines,

ii. To carry out the Pre-Clinical / Clinical Trials for several novel Biotech Products in the pipe line,

iii. Setting up of new manufacturing facilities, expanding and modernizing existing manufacturing facilities In India,

iv. For establishMig manufacturing facilities outside India for the production of APIs and Bio Ted Proaucts...etc.

v. Process innovation and Process optimization

vi. Acquisition of Companies and Technologies domestic and overseas

vii. Working Capital Requirements of the Company.

As on the date of these notes, the filing of the relevant documents/forms to the Reserve Bank of India is yetto be done and the Company is in the process of doing the same.

5. The Department of Biotechnology has sanctioned a loan amount of Rs. 4.09 Crores under Small Business Innovative Research Initiative (SBIRI) scheme for the novel technology up gradation of orilstat research, for which a charge against movable and Immovable assets acquired from utilization of the said loan amount has been created for the financial year 2010-11.

6. The following are the Related Party Disclosures as per the AS-18 as notified under the Companies Act 1956.

7. In the opinion of the Board, current assets, loans and advances are realizable at a value, which is at least equal to the amount, at which these are stated, in the ordinary course of business. Balances of sundry debtors, sundry creditors, loans and advances, and other parties are subject to independent confirmation from the respective parties.

8. Additional information pursuant to the Companies Act, 1956 to the extent relevant. Particulars of Capacities and Production

9. The Company is engaged in Diagnostic Services and trading of Bulk Drugs which as per accounting standard (AS) 17 is considered the business segments.

10. Periodically the Company evaluates all customers due to the company for collectables. iheneeaTor provisions is assessed based on the various factors including collectables of specific dues, risk perceptions of the industry in which the customers operate, and general economic factors, which could affect the customer's ability to settle.

11. Schedules I to XXVI form integral part of the Balance Sheet and Profit and Loss Account and have been duly authenticated.


Mar 31, 2011

1. Previous year figures have been regrouped and reclassified according to the groupings and Classifications made for tire current financier year.

2. Contingent Liabilities are not provided for in respect of

(Rs. In lacs)

2010-11 2009-10

(i) Customs Duty Demands disputed by the Company 64.42 64.42

3. Contracts remaining to be executed on Capital Account are Rs.63, 26, 79,912. (Previous year Rs. NIL).

4. GDR's Issue:

During the year the Company has issued 25 Lakhs Global Depository Receipts (GDR) at a price of US$.9.2 per GDR on 22nd February, 2011, where one GDR represents 10 equity shares of Rs.10 each of the Company. The Company has received in aggregate US$2.3 Crores equivalent to Rs.103.96 Crores which has been appropriated towards equity share capital of Rs.25 Crores and Rs.78.96 Crores as Securities premium. The expenses incurred in connection with the GDR issue of Rs.4,53,85,803/- has been appropriated against the Premium received.

Usage of GDR proceeds:

The Company intends to use net proceeds from the issue of GDR's towards expansion of the present business activities of the Company; augmenting long term working capital and any other use as may be permitted under applicable law or regulations from time to time.

Out of net proceeds, an amount of US$.1,40,00,129.58 equivalent to Rs.62,51,05,786/- has been utilized as advances for acquiring new drug technologies and getting clinical technology services from technologystrategic partners abroad and Rs.2,71,73,660/- for working capital requirement purposes in India and the remaining balance of US$.74,79,805.58 equivalent to Rs.33,39,73,718 is with non-scheduled bank in abroad for future requirements.

The Company intends to use the GDR issue proceeds in the following manner...

a. Research and Development of various products of the Company viz, APIs, Vaccines,

b. To carry out the Pre-Clinical / Clinical Trials for several novel Biotech Products in the pipe line,

c. Setting up of new manufacturing facilities, expanding and modernizing existing manufacturing facilities in India,

d. For establishing manufacturing facilities outside India for the production of APIs and Bio-Tech Products, ...etc

e. Process innovation and Process optimization

f. Acquisition of Companies and Technologies domestic and overseas

g. Working Capital Requirements of the Company.

5. The Department of Biotechnology has sanctioned a loan amount of Rs.4.09 crores under Small Business Innovative Research Initiative (SBIRI) scheme for the novel technology up gradation of orilstat research, for which a charge against movable and Immovable assets acquired from utilization of the said loan amount has been created.

6. The following are the Related Party Disclosures as per the AS-18 as notified under the Companies Act 1956.

A) KEY MANAGEMENT PERSONNEL:

Dr. K. Koteswara Rao : Managing Director

Mr.P.Narayana Murthy : Director

7. In the opinion of the Board, current assets, loans and advances are realizable at a value, which is at least equal to the amount, at which these are stated, in the ordinary course of business. Balances of sundry debtors, sundry creditors, loans and advances, and other parties are subject to independent confirmation from the respective parties.

8. Additional information pursuant to Part II of Schedule VI to the Companies Act, 1956 to the extent relevant.

9. Periodically the company evaluates all customers due to the company for collectables. The need for provisions is assessed based on the various factors including collectables of specific dues, risk perceptions of the industry in which the customers operate, and general economic factors, which could effect the customer's ability to settle.

10. Schedules I to XVIII form integral part of the Balance Sheet and Profit & Loss Account and have been duly authenticated.


Mar 31, 2010

1. Contingent Liabilities are not provided for in respect of

(Rs. In Lacs)

2009-10 2008-09

(i) Customs Duty Demand disputed 64.42 5.05 by the Company

2. Contracts remaining to be executed on Capital Account for the current year are nil. (Previous year NIL).

3. The following are the requirements under the Related Party Disclosures as per the AS-18 issued by the Institute of Chartered Accountants of India.

4. Statement of Particulars of employees pursuant to the provisions of the Section 217 (2A) of the Companies act, 1956, read with Companies (Particulars of Employees) Rules, 1975 as amended up to date are not provided as there are no employees who are in receipt of the amounts prescribed under the said section Nil. Previous Year - Nil.

5. In the opinion of the Board, current assets, loans and advances are realizable at a value, which is at least equal to the amount, at which these are stated, in the ordinary course of business. Independent confirmation of balances of sundry debtors, sundry creditors, loans and advances, and other parties are in progress on date of this report.

6. Additional information pursuant to Part II of Schedule VI to the Companies Act, 1956 to the extent relevant.

7. Deferred Tax Liability or Asset has not been provided, as per AS - 22, as in the Financial Statements the Company has huge accumulated losses and there is no probability of tax liabilities arising during the year and in the coming years.

8. The company is engaged in providing Technology Outsourcing Services, Diagnostic Services and producing Tissue culture Plants which as per accounting standard (AS) 1 7 is considered the business segments.

9. Periodically the company evaluates all customers due to the company for collectables. The need for provisions is assessed based on the various factors including collectables of specific dues, risk perceptions of the industry in which the customers operates, and general economic factors, which could effect the customers ability to settle.

10. Schedules I to XV form integral part of the Balance Sheet and Profit & Loss Account and have been duly authenticated.

 
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