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Notes to Accounts of Vivimed Labs Ltd.

Mar 31, 2015

NOTE 1 : Equity Share Capital and Compulsory Convertible preference shares:

During the FY 2014-15 there was no issue of shares. However there was a reclassification of authorised preference capital worth Rs.200 million to authorised equity share capital.

NOTE 2 :

Warrant Application money of Rs.23.72 Million as represented in the financials as on 31-03-2014 was forfeited during the current FY 2014-15 and the aforesaid amount has been transferred to general reserve.

NOTE 3 : Employee Benefits (Gratuity & Earned Leave Encashment):

The details of the Company's post – retirement benefit plans for its employees including whole-time directors are given below which are certified by an Independent Actuary.

NOTE 4 : Treatment of Capital Work in Progress:

Capital Work in Progress includes Cost of Land under acquisition and Plant, Machinery &Equipments under installation. Management certification for the same is yet to be received.

NOTE 5 :

There are no dues outstanding to Micro and Small Enterprise as per MSME Development Act, 2006.

NOTE 6 :

Segment wise Information is furnished in Annexure -A.

NOTE 7 :

The advance given by the Company to Yantra Green Power Private Limited amounting to Rs.25 million pertaining to previous years is now treated as an investment in Yantra Green Power Pvt Ltd.

NOTE 8 :

The Company has fled a merger petition before Honourable High Court's of Karnataka & Maharashtra for amalgamating of its four 100% subsidiary Companies namely:

- Octtantis Nobel Labs Private Limited

- Klar Sehen Private Limited

- Creative Health Care Private Limited

- Vivimed Labs (Alathur) Private Limited

The scheme of amalgamation would be in accordance with the "Amalgamation by Purchase" referred in Accounting Standard-14.

As per the scheme of amalgamation the effective date of amalgamation is 1st April 2014. The Amalgamation petition is pending before Honourable High Court of Karnataka and High Court of Mumbai for the year ending 31st March 2015.

NOTE 9 :

Previous year's numbers have been regrouped, rearranged, recanted, wherever necessary to confirm to Current Year Classification..

NOTE 10 :

The numbers have been rounded of to the nearest millions of rupees.


Mar 31, 2014

NOTE 1

Warrant Application money of H23.72 Million received during the earlier years represents monies received for which warrants were not issued by the Company for want of approval from stock exchanges.

NOTE 2 Employee benefits (Gratuity & Earned Leave Encashment)

The details of the Company''s post – retirement benefit plans for its employees including whole-time directors are given below which are certified by an Independent Actuary.

NOTE 3 Treatment of Capital Work in Progress

Capital Work in Progress includes Cost of Land under acquisition and Plant, Machinery &Equipments under installation.

NOTE 4 Detailed information regarding quantitative particulars under part II of schedule VI to the Companies Act, 1956

Quantitative information with regard to Licensed Capacity and & Installed Capacity per annum.

NOTE 5 Related Party Disclosures Accounting Standard 18

List of Related Parties and Relationships Country of Incorporation

(i) Holding Company

Vivimed Labs Limited India

(ii) Subsdiary Companies

1 Octanttis Nobel Labs Pvt Limited, India India

2 Creative Health Care Private Limited, India India

3 KlarSehen Private Limited, India India

4 FinosoPharma Private Liimited India

5 VivimedAlathur Private Limited India

6 Vivimed Holdings Limited, Hong Kong Hongkong

7 Vivimed Labs Europe Limited, UK United Kingdom

8 Vivimed Lab USA Inc. USA USA

9 Vivimed Labs Spain SL Spain

10 Union QuimicoFarmaceutica SAU, Spain Spain

11 Uquifa Mexico S A de C.V Mexico

12 Vivimed Labs Mauritius Limited Mauritius

13 Holiday International Limited United Kingdom

14 Vivimed Labs UK Limited United Kingdom

(iii) Enterprises in which key Management Personnel have significant influence

1 BBR Projects Pvt Ltd India

2 Kreative Hosts Atria Pvt. ltd. India

3 Yantra Green Power Pvt Ltd India

(iv) Key Management Personnel

Position

1 Santosh Varalwar CEO & Managing Director

2 Subhash Varalwar Whole Time Director

3 Dr. V Manohar Rao Whole Time Director

4 Sandeep Varalwar Whole Time Director

5 S Raghunandan Whole Time Director

NOTE 6 Contingent Liabilities (Rs.in Mn)

As at As at

Particulars 31-03-2014 31-03-2013

Letter of Credit Foreign LC''s 4.80 86.93

Inland LC''s 452.10 185.50

Axis Bank – SBLC 600.98 543.89

Bank Guarantee

State Bank of Hyderabad, 4.90 1.19

Balanagar Branch, Hyderabad.

NOTE 7 Contingent Liability on account of Corporate Guarantees

(Rs.in Mn)

As at As at

Name of the Subsidiary Details of the Lender 31-03-2014 31-03-2013

Vivimed Labs Europe Limited, UK. State Bank of India, London Branch 300.45 412.24

Vivimed Labs Spain S.L. EXIM Bank 1050.62 1218.55

Octantites Noble P Ltd YES Bank NIL 31.16

Vivimed Labs USA Inc., ICICI Bank, USA 106.49 103.06

Creative Health Care Pvt Ltd Axis Bank 100.35 Nil

NOTE 8

Amount of delayed outstanding dues to Micro and Small Enterprise as per MSME Development Act, 2006, could not be ascertained at the end of the Financial year.

NOTE 9 Commission paid to Independent Directors

During the financial year, H9,26,763/- was paid to Mr. P. V. Rathnam towards commission.

NOTE 10

Segment wise Information is furnished in Annexure -A.

NOTE 11

Closing Balances of Debtors / Creditors / Loans & Advances are subjected to confirmation from the parties.

NOTE 12

Previous year''s numbers have been regrouped, rearranged, recasted, wherever necessary to confirm to Current year Classification.

NOTE 13

The numbers have been rounded off to the nearest millions of rupees.


Mar 31, 2013

BASIS OF PREPARATION:

The financial statements have been prepared to comply in all material respects with the accounting standards notified by Companies Accounting Standards Rules, 2006 and the relevant provisions of the Companies Act, 1956 (''the Act''). The financial statements have been prepared under historical cost convention on an accrual basis in accordance with accounting principles generally accepted in India. The accounting policies have been consistently applied by the Company and are consistent with those used in the previous

USE OF ESTIMATES:

The preparation of financial statements in conformity with generally accepted accounting principles require the management to make estimates and assumptions that affect the reported amounts of Assets and Liabilities and disclosure of Contingent Liabilities at the date of the financial statements and the result of operations during the reporting period. Although these estimates are based upon management''s best knowledge of current events and actions, actual results could differ from these estimates. Significant estimates used by the management in the preparation of these financial statements include estimates of the economic useful life of Fixed Assets and provisions for bad and doubtful debts. Any revision to accounting estimates is recognized prospectively.

1. Preference Share Capital

During the Financial Year 2011-12, the company allotted 6,70,000 Compulsory Convertible Cumulative Preference shares of Rs.1,000/- each to M/s. NYLIM Jacob Balias India Fund III, LLC at par. During the financial year 2012-13, these preference shares were converted to 21,26,984 fully paid equity shares as per the terms of share subscription and shareholders agreement.

2. Warrant Application Money of Rs.237.21 Million received during the earlier years represents monies received for which Warrants were not issued by the company for want of approval from Stock Exchanges.

3. Employee Benefits (Gratuity & Earned Leave Encashment)

The details of the Company''s post - retirement benefit plans for its employees including whole-time directors are given below which are certified by an Independent Actuary.

a) Amounts recognized in the Balance Sheet as at 31-03-2013

b) Expenses recognized in Profit & Loss Account for the year ended 31-03-2013

4. Treatment of Capital Work in Progress

Capital Work in Progress includes Cost of Land under acquisition and Plant, Machinery & Equipments under installation.

5. Detailed information regarding quantitative particulars under part II of schedule VI to the Companies Act, 1956

i) Quantitative information with regard to Licensed Capacity and & Installed Capacity per annum.

6. Amount of delayed outstanding dues to Micro and Small Enterprise as per MSME Development Act, 2006, could not be ascertained at the end of the Financial Year.

7 Segment wise Information is furnished in Annexure -A.

8 Closing Balances of Debtors / Creditors / Loans & Advances are subject to confirmation from the parties.

9 Previous year''s numbers have been regrouped, rearranged, recasted, wherever necessary to conform to Current Year Classification.

10 The numbers have been rounded off to the nearest Million of rupees.


Mar 31, 2011

1. warrant Application money of Rs. 88.64 million includes Rs. 65.29 million received towards warrant Application money for 1.49 million preferential warrants, the allotment of which is due in october, 2011. further Rs. 23.35 million received during the earlier years represents monies received for which warrants were not issued by the company for want of approval from stock exchanges.

The company during the year has allotted 1,99,112 shares @ Rs. 161 per share including premium of Rs. 151 per share for consideration other than cash.

2. Treatment of Capital Work in Progress

capital work in progress includes cost of land under acquisition and plant and equipment under installation.

3. Detailed information regarding quantitative particulars under part ii of schedule Vi to the companies Act, 1956:

i) Quantitative information with regard to

a) licensed capacity and

b) installed capacity per annum.

4. Related Party Disclosure

Particulars of related parties:

Name of the Related Party Nature of Relationship

Dr. V. manohar Rao chairman

subhash Varalwar Vice - chairman

santosh Varalwar ceo & managing Director

sandeep Varalwar executive Director

mr. s. Raghunandan Director (operations)

Dr. R.K. Dhar Director (technical)

creative health care private limited, mumbai. wholly owned indian subsidiary

Vivimed holdings limited, hong Kong wholly owned step Down foreign subsidiary

Vivimed labs usA inc. wholly owned foreign subsidiary

Vivimed labs europe limited, u.K. wholly owned foreign subsidiary

5. Contingent Liabilities ( Rs. in mn)

As at As at

31-03-2011 31-03-2010

foreign lc's 151.93 110.64

letter of credit Inland lcs 32.48 41.04

state Bank of hyderabad, Balanagar Bank Guarantee 4.87 4.66 Branch, hyderabad.

6. Contingent Liability on account of Corporate Guarantees:

(Rs. in mn)

As at As at

Name of the Subsidiary Details of the Lender 31-03-2011 31-03-2010

Vivimed holdings limited, state Bank of india, london Branch 571.61 760.50 hong Kong.

Vivimed labs europe state Bank of india, london Branch 124.51 63.51 limited, uK.

creative health care Axis Bank, hyderabad, india nil 65.00 private limited, india.

7. Amount of delayed outstanding dues to micro and small enterprise as per msme Development Act, 2006 could not be ascertained at the end of the financial Year.

8. segment wise information is furnished in Annexure.

9. closing Balances of Debtors / creditors / loans & Advances are subject to confirmation from the parties.

10. previous year's numbers have been regrouped, rearranged, recasted, wherever necessary to conform to current Year classification.

11. the numbers have been rounded off to the nearest million of rupees.

12. Segment Information is as follows

(i) our company has two reporting segments viz., speciality chemicals and pharmaceuticals. segments have been identified and reported taking into account nature of products and internal business reporting systems. Accounting policies adopted for segment reporting are in line with accounting policy of the company and are in accordance with the Accounting standard - 17.

(ii) the speciality chemicals segment manufactures a broad range of products active ingredients for home and personal care and personal hygiene products. pharmaceutical segment is engaged in contract manufacturing and Job works in addition to own patented products.


Mar 31, 2010

1. Foreign Currency Convertible Bonds (FCCB) of nominal value of USD 12.5 million have been brought back and cancelled and FCCB of nominal value of USD 2.5 million have been converted into 5,63,918 Equity shares. Conversion was done at Rs. 41.73 per USD and Rs. 185 per Equity share.

Claim for allotment of about 2,00,000 additional Equity shares due to inadvertent error in the notice of conversion of Bondholder (FCCB) is not acknowledged as debt.

2. Warrant Application money of Rs. 49.56 million includes Rs. 23.35 million received in earlier years towards Warrant Application money for which Warrants were not issued for want of approval from stock Exchanges.

3. Treatment of Capital Work in Progress:

Capital Work in Progress includes cost of land under acquisition and plant & equipment under installation.

4. Detailed information regarding quantitative particulars under part ii of schedule Vi to the Companies Act,1956:

i) Quantitative information with regard to

a) Licensed Capacity and

b) Installed Capacity per annum

5. Related Party Disclosure:

Particulars of related parties and transactions with them are:

Name of the Related Party

Dr. V. manohar Rao, Chairman

Subhash Varalwar, Vice Chairman

Santosh Varalwar, managing Director & CEO

Sandeep Varalwar, Executive Director

Mr. S. Raghunandan, Director (Operations)

Dr. R.K. Dhar, Director (technical)

Creative Health Care Private Limited, Mumbai, (Wholly owned Indian Subsidiary)

Vivimed Holdings Limited, HongKong. (Wholly Owned Foreign Subsidiary)

Vivimed Labs USA Inc., (Wholly Owned Foreign Subsidiary)

Vivimed Labs Europe Limited, U.K., (Wholly Owned Foreign Step Down Subsidiary)

6. Contingent Liability on account of Corporate Guarantees

Rs. million

Name of the Details of the As at As at

Subsidiary Lender 31-03-2010 31-03-2009

Vivimed Holdings Private Limited, State Bank of India, 760.50 1139.40

HongKong. London Branch

VIvimed Labs Europe Limited, UK. State Bank of India, 63.51 249.66 London Branch

Creative health Care Private Axis Bank, Hyderabad, India 65.00 65.00 Limited, India.

7. Amount of delayed outstanding dues to micro and small Enterprise as per MAME Development Act 2006, could not be ascertained at the end of the financial year.

8. Employee benefits: Provision for Gratuity, Leave Encashment and Bonus is made as per AS-15, on the basis of Actuarial Valuation.

9. During the year confirmation of balances are not received from most of the Debtors / Creditors.

10. Previous year numbers have been regrouped, rearranged, recasted, wherever necessary to conform to Current Year Classification.

11. Numbers have been rounded off to the nearest million of rupees.

 
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