Notes to Accounts of MPS Pharma Ltd.

Mar 31, 2015

1. Background

The Company is Public limited company, incorporated under the Indian Companies Act, 1913, having its registered office in Sohna, Haryana and is listing on BSE Ltd & ASE Ltd. The Company is engaged in manufacturing, marketing, trading and export of Pharmaceutical Products. The Company has its own manufacturing facility at Sohna. The Company has various independent contract/third party manufacturers based across the country.

(a) Term loan from Indian Overseas Bank of Rs. 81,01,098/- which carries interest base rate 3.75% and is repayable in 60 installments of Rs. 2,06,000/- from October, 2012. The loan is secured by all immovable & movable fixed assets of the company.

(b) Term loan from Indian Overseas Bank of Rs. 1,80,97,433/- which carries interest base rate 3.75% and is repayable in 84 installments of Rs. 3,28,000/- from October, 2012. The loan is secured by all immovable & movable fixed assets of the company.

(c) Term loan includes Working Capital Term Loan of Rs. 1,13,40,000/- from Indian Overseas Bank which carries interest base rate 3.75% and is repayable in 60 monthly installments of Rs. 2,83,000/- from October, 2012. The loan is secured by 1st charge on the current and fixed assets of the company.

(d) Vehicle Finance loan carries interest @ 10% p.a. financed by HDFC Bank repayable in 36 equal monthly installments stated from January, 2013 to December, 2015. The loan is secured by hypothecation of vehicle.

NOTE NO. 2 CONTINGENT LIABILITIES NOT PROVIDED FOR IN RESPECT OF:

As on 31st As on 31st March, 2015 March, 2014 (Rs.) (Rs.)

Performance Guarantees given - - by company bankers on behalf of company

Company has received notice under section 143(2) of the Income Tax Act, 1960 for the Financial Year 2012-13 & the case is under processing.

NOTE NO. 3

During the year, pursuant to the notification of Schedule II to the Companies Act, 2013 with effect from April 1, 2014, the Company revised the estimated useful life of relevant assets to align the useful life with those specified in schedule II. Pursuant to the transitional provisions prescribed in Schedule II to the Companies Act, 2013, the Company has fully depreciated the carrying value of the assets, net of residual value, where the remaining useful life of the asset was determined to be nil as on April 1, 2014, and adjusted an amount of Rs. 61.19 lacs against the opening balance in the Statement of Profit & Loss under Reserve and Surplus.

NOTE NO. 4 Employee Benefits: The Disclosure required as per the revised AS-15

Brief description of the Plans: The Company has various schemes for long term benefits such as Provident Fund, Gratuity, and Leave Encashment. The Company's defined contribution plans are Provident Funds, Employee's State Insurance Fund & Employee's Pension Scheme (under the provision of Provident Funds & Miscellaneous Provisions Act, 1952). The Company has no further obligation beyond making the contributions. The Company's defined benefit plans include Gratuity & Leave Encashment Plan. In accordance with the applicable Indian Laws, the company provides for gratuity for all employees. The Gratuity Plan provides a lump sum payment to vested employees, at retirement or termination of employment, an amount based on respective employee's last drawn salary & for the years of employment with the Company. The amounts charges to Profit & Loss Account based on estimated basis are as under:-

Particulars Gratuity A/c Leave Encashment A/c (Rs. In lacs)

Obligation as on 31.03.2015 2.58 0.55

5. The provision for Interest provided on long term & short term borrowings in the note "Other Current Liabilities" amounting to Rs. 43.46 lacs for the period from Oct, 2014 to March, 2015 has been charged at the rate of 10.50% as bank has not booked the interest amount in the account of company due to non-payment of the same.

6. Company has not received intimation from supplier regarding the status under Micro, Small & Medium Enterprises Development Act, 2006 and hence disclosure, if any, relating to amount unpaid as at the year- end together with the interest paid/payable as required under the Act have not been given.

7. The company has received Rs. 5.63 lacs against the sale of Focus Market Scheme licence as export incentive, which is included under Revenue from operation Head in Profit & Loss A/c.

8. In the opinion of the Board, the Current Assets, Loan & Advances shown in the Balance Sheet have a value on realisation in the ordinary course of business at least equal to the amount at which they are stated.

9. INVESTMENTS

Company has sent notices to the various companies in which company has invested, as neither they are sending duplicate shares nor are replying the letters of the company, as company has misplaced/lost the share certificates during the shifting of records. As such these shares certificates are not physically held by the company as on 31st March, 2015.

10. Related Party Disclosures

"Related party disclosures as required under Accounting Standard (AS)-18 "Related Party Disclosures".

(a). Related parties and nature of related party relationships where control exists

Name of the party Relationship

Mr. Sachin Garg Managing Director

Mr. Peeyush Kumar Aggarwal Director

Mr. Kamal Kishore Sharma Director

Mr. Brahm Dutt Sharma Director

Mr. Manoj Kumar Jain Director

Mrs. Madhu Sharma Director

Ms. Vaishali Anand Company Secretary

Mr. Manoj Bhatia CFO

(b). Related party and nature of related party relationship with whom transactions have taken place:

Name of the party Relationship

Mr. Manoj Bhatia Key Managerial Personnel

Ms. Vaishali Anand Key Managerial Personel

11. The Company has also dealt with trading activities from its Delhi office which includes in the turnover account.

12. The balances of unsecured loans, loans & advances and sundry creditors are subject to the confirmation and consequential reconciliation/adjustments arising there from, if any. The management, however, does not except any material variation.

13. Previous year figures have been regrouped, rearranged wherever necessary to correspond with the current year's classification/disclosure.

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Mar 31, 2014

NOTE NO. 1 CONTINGENT LIABILITIES NOT PROVIDED FOR IN RESPECT OF:

As on 31st March, As on 31st March, 2014 2013 (Rs.) (Rs.)

Performance Guarantees given by company bankers on behalf of ____ 4,34,000 company



NOTE NO. 2 Employee Benefits: The Disclosure required as per the revised AS-15

Brief description of the Plans: The Company has various schemes for long term benefits such as Provident Fund, Gratuity, and Leave Encashment. The Company''s defined contribution plans are Provident Funds, Employee''s State Insurance Fund & Employee''s Pension Scheme (under the provision of Provident Funds & Miscellaneous Provisions Act, 1952). The Company has no further obligation beyond making the contributions. The Company''s defined benefit plans include Gratuity & Leave Encashment Plan. In accordance with the applicable Indian Laws, the company provides for gratuity for all employees. The Gratuity Plan provides a lump sum payment to vested employees, at retirement or termination of employment, an amount based on respective employee''s last drawn salary & for the years of employment with the Company. The amounts charge to Profit & Loss Account based on Gratuity Plan as required under Accounting Standard ("AS") 15 (Revised) are as under:-

3. Company has not received intimation from supplier regarding the status under Micro, Small & Medium Enterprises Development Act, 2006 and hence disclosure, if any, relating to amount unpaid as at the year end together with the interest paid/payable as required under the Act have not been given.

4. On November 21, 2013 company has received In-principle approval from BSE(Bombay Stock Exchange) for the issuance of 56,75,350 Equity Shares and 40,82,650 Warrants convertible into Equity Shares of Rs. 10/- each issued at par to Promoters & Non-Promoters on a preferential basis in terms of Clause 24(a) of the Listing Agreement. Accordingly, on 21.11.13, company has issued the above stated Equity Shares & Warrants to Promoter & Non Promoters Category as under:-.

5. Related Party Disclosures

Information relating to Related Party Transactions as per "Accounting Standard 18" notified by the Companies (Accounting Standards) Rules, 2006 Related Party and relationship with whom transactions have taken place during the year

i. Key Management Personnel :Mr. V.K.Jain, Managing Director

Enterprises owned or significantly influenced by KMP and/or their relatives

i. Advik Finance & Properties Pvt. Ltd.

6. In the opinion of the Board, the Current Assets, Loan & Advances shown in the Balance Sheet have a value on realisation in the ordinary course of business at least equal to the amount at which they are stated.

7. INVESTMENTS

Company has sent notices to the various companies in which company has invested, as neither they are sending duplicate shares nor are replying the letters of the company, as company has misplaced/lost the share certificates during the shifting of records. As such these shares certificates are not physically held by the company as on 31st March, 2014.

8. The Company has made some trading activities from its Delhi office which includes in the Sales amount.

9. The balances of unsecured loans, loans & advances and sundry creditors are subject to the confirmation and consequential reconciliation/adjustments arising there from, if any. The management, however, does not except any material variation.

10. Previous year figures have been regrouped, rearranged wherever necessary to correspond with the current year''s classification/disclosure.

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Mar 31, 2013

NOTE NO. 1 CONTINGENT LIABILITIES NOT PROVIDED FOR IN RESPECT OF:

As on 31st March, 2013 As on 31st March, 2012 (Rs.) (Rs.)

Performance Guarantees given by company bankers on behalf of 4,34,000 13,99,100 company

NOTE NO. 2 Employee Benefits: The Disclosure required as per the revised AS-15

Brief description of the Plans: The Company has various schemes for long term benefits such as Provident Fund, Gratuity, and Leave Encashment. The Company''s defined contribution plans are Provident Funds, Employee''s State Insurance Fund & Employee''s Pension Scheme (under the provision of Provident Funds & Miscellaneous Provisions Act, 1952). The Company has no further obligation beyond making the contributions. The Company''s defined benefit plans include Gratuity & Leave Encashment Plan. In accordance with the applicable Indian Laws, the company provides for gratuity for all employees. The Gratuity Plan provides a lump sum payment to vested employees, at retirement or termination of employment, an amount based on respective employee''s last drawn salary & for the years of employment with the Company. The amounts charge to Profit & Loss Account based on Gratuity Plan as required under Accounting Standard ("AS") 15 (Revised) are as under:-

NOTE NO. 3 The disclosure as per Accounting Standard (AS-17) "Segment Reporting" Issued by the Institute of Chartered Accountants of India:

(a) Business Segment:

The Company is engaged primarily in pharmaceuticals business and there are no separate reportable segments as per AS-17.

4. Rs. 1,65,000/- shown is Margin Money A/c with Bank is relates to the issuance of bank guarantee''s to Govt. Departments.

5. Company has not received intimation from supplier regarding the status under Micro, Small & Medium Enterprises Development Act, 2006 and hence disclosure, if any, relating to amount unpaid as at the year end together with the interest paid/payable as required under the Act have not been given.

6. On June 20, 2012 M/s Omkam pharmaceuticals Pvt Ltd has entered into a Share Purchase Agreement (SPA) with the erstwhile promoters of Advik Laboratories Limited for acquisition of 24,84,837 Equity Shares of face value of Rs. 10/- each representing 26.57% of the paid up equity share capital of the Target Company along with complete control and management of the Target Company. The Open Offer in respect of the same was completed in October, 2012 & the entire shareholding of erstwhile promoters i.e. 2484837 equity shares of Rs. 10/- each constituting 26.57%, except 2400 equity shares has been transferred to M/s Omkam Pharmaceuticals P Ltd. in the month of April, 2013 & M/s Omkam Pharmaceuticals Pvt. Ltd. has taken over the control of management by virtue of the aforesaid Share Purchase Agreement.

7. In the opinion of the Board, the Current Assets, Loan & Advances shown in the Balance Sheet have a value on realisation in the ordinary course of business at least equal to the amount at which they are stated.

8. INVESTMENTS

Company has sent legal notice to the various companies in which company has invested, as neither they are sending duplicate shares nor are replying the letters of the company, as company has misplaced/lost the share certificates during the shifting of records. As such these shares certificates are not physically held by the company as on 31st March, 2013.

9. (a) The Company has not provided quantities information under Clause 2(5) in view of the exemption granted by Central Government vide their notification no. 301 dated 08.02.2011.

10. The Company has made some trading activities from its Delhi office which includes in the Sales amount.

11. The balances of unsecured loans, loans & advances and sundry creditors are subject to the confirmation and consequential reconciliation/adjustments arising there from, if any. The management, however, does not except any material variation.

12. Previous year figures have been regrouped, rearranged wherever necessary to correspond with the current year''s classification/disclosure.

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Mar 31, 2012

1. Contingent Liabilities

As at 31.03.12 As at 31.03.11

Performance Guarantees issued to 13,99,100 16,95,800

Government Authorities as on date

2. Employee Benefits: The Disclosure required as per the revised AS-15 are as under:

Brief description of the Plans: The Company has various schemes for long term benefits such as Provident Fund, Gratuity, and Leave Encashment. The Company's defined contribution plans are Provident Funds, Employee's State Insurance Fund & Employee's Pension Scheme (under the provision of Provident Funds & Miscellaneous Provisions Act, 1952). The Company has no further obligation beyond making the contributions. The Company's defined benefit plans include Gratuity & Leave Encashment Plan. In accordance with the applicable Indian Laws, the company provides for gratuity for all employees. The Gratuity Plan provides a lump sum payment to vested employees, at retirement or termination of employment, an amount based on respective employee's last drawn salary & for the years of employment with the Company. The amounts charge to Profit & Loss Account based on Gratuity Plan as required under Accounting Standard ("AS") 15 (Revised) are as under:- Particulars Gratuity A/c (Rs. In lacs) Leave Encashment A/c Obligation as on 31.03.2012 0.62 0.30

3. Rs. 2,15,000/- showing in Margin Money with Bank is relates to the issuance of bank guarantee's to Govt. Departments.

4. Balances in respect of loan & advances, debtors & creditors are subject to confirmation and consequential effect of which is not ascertainable at this stage, but in the opinion of the management are fully realizable to the extent stated.

5. The company has Cash Credit Limit of Rs. 500.00 lacs & Term Loan Limit of Rs. 875.00 lacs from Indian Overseas Bank. Against this sanctioned limit outstanding balance as on 31st March, 2012 is Rs. 404.79 lacs against Cash Credit & Rs. 541.69 lacs against Term Loan limits. The company is also having non fund based limit for Letter of Guarantee/Letter of Credit of Rs. 500.00 lacs. Non fund based limits utilized as on 31st March, 12 are Rs. 20.35 lacs.

6. The present promoters of the company have entered into an Share Purchase agreement with M/s Omkam Pharmaceuticals Pvt. Ltd. having its Registered office at 702, Arunachal Building, 19, Barakhamba Road, New Delhi – 110062 in the month of June, 2012. And accordingly the entire shareholding of the existing promoters i.e 2484837 Equity Shares of Rs.10 each constituting 26.57% is proposed to be sold. As per the relevant Laws for the time being in force, the proposed acquirer has brought an open offer in the market as on date the said open offer is in process.

7. Regarding the disclosure as per the provisions of the Micro, Small and Medium Enterprises Development Act, 2006, the Company has no information regarding the status of the service providers/suppliers as per the provisions of the said Act. In view of this the above disclosure relating to the amount unpaid as at the end of the year together with interest paid/payable has not been given.

8. Related Party Disclosures

(i) Information relating to Related Party Transactions as per "Accounting Standard 18" notified by the Companies (Accounting Standards) Rules, 2006

Name of Related Party Relationship

Mr. V.K.Jain, Director Key Management Personnel

Advik Finance & Properties Pvt. Ltd. Common Director

(ii) Detail of transactions between company and Related Parties and the status of Outstanding balances at the year end:-

d) Summary of Transactions 2011-12 2010-11

Remuneration paid to V.K.Jain 625220 627405

Interest Free loan from Advik Finance & 5708226 5714796

Properties Pvt. Ltd.

9. INVESTMENTS

Company has sent legal notice to the various companies in which company has invested, due to the reason that neither they are sending duplicate shares nor are they replying the letters of the company, as company has misplaced/lost the share certificates during the shifting of records. As such these shares certificates are not physically held by the company as on 31st March, 2012.

10. The company is dealing only in one type of product as such as per Accounting Standard-17 there is no segment reporting required.

11. The company has made some trading activities from its Delhi office, which includes in the Sales amount.

12. The Revised Schedule VI has become effective from 01st April, 2011 for the preparation of financial statements. This has significantly impacted the disclosure and presentation made in the financial statements. Previous year's figures have been regrouped/reclassified wherever necessary to correspond with the current year's classification/disclosure.

1. For the convenience of members, persons other than members/proxies will not be admitted.

2. Please bring your copy of Annual report at the Meeting.

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Mar 31, 2010

Current year Previous year

1. Contingent Liabilities not provide for

Performance Guarantees issued to 37,06,740 50,92,740

Government Authorities.

2. Provision for Income tax has been made on the basis of Section 115JB of the Income Act, 1961.(Minimum Alternate Tax).

3. Employee Benefits: The Disclosure required as per the revised AS-15 are as under:

Brief description of the Plans: The Company has various schemes for long term benefits such as Provident Fund, Gratuity, Leave Encashment & Pension Scheme. In case of funded schemes, the funds are recognized by the Income Tax Authorities. The Companys defined contribution plans are Provident Funds, Employees State Insurance Fund & Employees Pension Scheme (under the provision of Provident Funds & Miscellaneous Provisions Act, 1952). The Company has no further obligation beyond making the contributions. The Companys defined benefit plans include Gratuity & Leave Encashment Plan. In accordance with the applicable Indian Laws, the company provides for gratuity for all employees. The Gratuity Plan provides a lump sum payment to vested employees, at retirement or termination of employment, an amount based on respective employees last drawn salary & for the years of employment with the Company. The amounts charge to Profit & Loss Account based on Gratuity Plan as required under Accounting Standard ("AS") 15 (Revised) are as under:-

4. Balances in respect of loan & advances, debtors & creditors are subject to confirmation and consequential effect of which is not ascertainable at this stage, but in the opinion of the management are fully realizable to the extent stated.

5. The company has received Capital Subsidy of Rs. 15.00 lacs from the State Government of Haryana for setting up plant in the rural area of Roj Ka Meo Industrial Area, Sohna & the same has been credited to Profit & Loss Account.

6. The company has Cash Credit Limit of Rs. 400.00 lacs & Term Loan Limit of Rs. 525.00 lacs from Indian Overseas Bank. Against this sanctioned limit outstanding balance as on 31st March, 2010 is Rs. 264.49 lacs against Cash Credit & Rs. 193.04 lacs against Term Loan limits. The company is also having non fund based limit for Letter of Guarantee/Letter of Credit of Rs. 350.00 lacs. Non fund based limits utilized as on 31st March, 10 are Rs. 41.75 lacs.

7. Regarding the disclosure as per the provisions of the Micro, Small and Medium Enterprises Development Act, 2006, the Company has no information regarding the status of the service providers/suppliers as per the provisions of the said Act. In view of this the above disclosure relating to the amount unpaid as at the end of the year together with interest paid/payable has not been given.

8. Related Party Disclosures

Related party disclosures as required under Accounting Standard on " Related Party Disclosure" issued by the Institute of Chartered Accountants of India are given below:-

a) Key Management Personnel i) Mr. V.K.Jain, Director

b) Entities over which key management ii) Advik Finance & Properties

personnel are able to exercise signi- Pvt. Ltd.

ficant influence

c) Related Parties iii) Mr. V.K.Jain, M.D. of Company

9. INVESTMENTS

Company is going to sent legal notice to the various companies in which company has invested, due to the reason that neither they are sending duplicate shares nor they are replying the letters of the company, as company has misplaced/lost the share certificates during the shifting of records. As such these shares certificates are not physically held by the company as on 31st March, 2010.

10. DEFERRED TAX ASSETS/(LIABILITY)

11. The company is dealing only in one type of product as such as per Accounting Standard-17 there is no segment reporting required.

12. The company has made some trading activities from its Delhi office, which includes in the Sales amount.

13. Schedule 1 to 17 form an integral part of Balance Sheet and Profit and Loss Account.

14. Previous year figure have been regrouped, re-arranged or readjusted wherever deemed necessary to make them comparable with current year figures.

15. Disclosure pursuant to Clause 32 of the Listing Agreement :

i) Loan & Advances in the nature of Loans to Subsidiaries/Associates: Nil

ii) Investment by the loanee in the share of the Parent Company & Subsidiary Co.: Nil

16. Additional Information Pursuant to Provision of Paragraph 3, 4C & 4D of Schedule VI of the Companies Act, 1956.

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Mar 31, 2009

Current year Previous year

1. Contingent Liabilities not provide for Performance Guarantees/Bank Guarantees 50,92,740 32,00,000

2. Loan & Advances are subject to confirmation, some advances are old more than one year, but in the opinion of the management, are fully realizable to the extent stated.

3. The Balance confirmation from Debtors & Creditors have not received. Some sundry Debtors are old more than one year, but in the opinion of the management, are fully realizable to the extent stated.

4. The company has Cash Credit Limit of Rs. 200.00 lacs from Indian Overseas Bank. Against this sanctioned limit outstanding balance as on 31st March, 2009 is Rs. 194.71 lacs. The company is also having non fund based limit for Letter of Guarantee/Letter of Credit of Rs. 400.00 lacs. Non fund based limits utilized as on 31st March, 09 are Rs. 50.93 lacs.

5. Regarding the disclosure as per the provisions of the Micro, Small and Medium Enterprises Development Act, 2006, the Company has no information regarding the status of the service providers/suppliers as per the provisions of the said Act. In view of this the above disclosure relating to the amount unpaid as at the end of the year together with interest paid/payable has not been given.

6. Related Party Disclosures

Related party disclosures as required under Accounting Standard on " Related Party Disclosure" issued by the Institute of Chartered Accountants of India are given below:- a) Key Management Personnel i) Mr. V.K.Jain, Director

b) Entities over which key management ii) Advik Finance & Properties personnel are able to exercise signi- Pvt. Ltd. ficant influence

c) Related Parties

iii) Mr. V.K.Jain, M.D. of Company

7. INVESTMENTS

The company has written letters to various companies in which company has invested for the issuance of duplicate shares certificates, as company has misplaced/lost the share certificates during the shifting of records & still is in the process of getting the same. As such these shares certificates are not physically held by the company as on 31st March, 2009.

8. The company is dealing only in one type of product as such as per Accounting Standard-17 there is no segment reporting required.

9. The company has made some trading activities from its Delhi office, which includes in the Sales amount.

10. Schedule 1 to 17 form an integral part of Balance Sheet and Profit and Loss Account.

11. Previous year figure have been regrouped, re-arranged or readjusted wherever deemed necessary to make them comparable with current year figures.

12. The Company carries out a periodic review of all assets with a view to identify any impairment. Impairment of assets if any, identified on the basis of such review is accounted for in the books as required by the Accounting Standard on Impairment of Assets (AS-28) issued by the Institute of Chartered Accountants of India. No impairment of assets has been identified during the review carried out in the current year.

13. Disclosure pursuant to Clause 32 of the Listing Agreement :

i) Loan & Advances in the nature of Loans to Subsidiaries/Associates: Nil

ii) Investment by the loanee in the share of the Parent Company & Subsidiary Co.: Nil