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Notes to Accounts of FDC Ltd.

Mar 31, 2017

1. Capital Management

Capital includes equity attributable to the equity holders to ensure that it maintains an efficient capital structure and healthy capital ratios in order to support its business and maximize shareholder value. The Company manages its capital structure and makes adjustments to it, in light of changes in economic conditions or its business requirements. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. No changes were made in the objectives, policies or processes during the year ended 31st March 2017 and 31st March 2016.

The Company maintains a strong capital base and the primary objective of the Company''s capital management is to maximize the shareholder value.

The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. Net debt is calculated as loans and borrowings less cash and cash equivalents. Based on this, the Company is a debt free Company and would like to remain debt free.

The Company does not have any interest bearing loans and borrowings in the current year as well as previous year.

2. First time adoption of IND AS

These Financial Statements have been prepared for the year ended 31st March 2017 in accordance with IND AS together with comparative period data for the year ended 31st March 2016.The Company has followed the guidance prescribed in IND AS 101- First Time adoption of Indian Accounting Standard, with 1st April 2015 as the transition date. As required, separate disclosures have been made for the transition to IND AS from IGAAP with detailed explanatory notes. The Company has opted few exemption on first time adoption of IND AS in accordance with IND AS 101 which are set out below.

Exemption availed on first time adoption of IND AS 101

IND AS 101 allows first -time adopters certain exemptions from the retrospective application of certain requirement under IND AS.

- Previous GAAP carrying values as deemed cost at the transition date for all its property, plant and equipment and intangible assets

- Designated quoted equity instruments held at 1st April 2015 as fair value through other comprehensive income

- Investments in subsidiaries and joint venture entity at deemed cost i.e. previous GAAP carrying amount as at 1st April 2015

Estimates

The estimates at 1st April 2015 and at 31st March 2016 are consistent with those made for the same dates in accordance with Indian GAAP (after adjustments to reflect any differences in accounting policies) apart from the following items where application of Indian GAAP did not require estimation:

- Impairment of financial assets based on expected credit loss model

The estimates used by the Company to present these amounts in accordance with Ind AS reflect conditions at 1st April 2015, the date of transition to Ind AS and as of 31st March 2016.

Notes:

A Revenue from operation and Excise duty

Under Indian GAAP, excise duty on sale of products was presented net basis whereas as per Ind AS, same needs to be presented on gross basis. Hence, excise duty on sale of products has been separately presented on the face of statement of profit and loss account. Thus, sale of products under Ind AS as increased by Rs. 2,212.94 lakhs and corresponding increase in expenses. Under Indian GAAP, incentive paid to distributors of Rs.952.93 lakhs and cash discounts of Rs.15.04 lakhs was recognized as part of Other Expenses whereas as required under Ind AS same shall be adjusted against the revenue.

B Investments

(i) Mutual Funds and non-convertible debentures

Under Indian GAAP, the Company recognized long-term and short term investments in mutual funds and nonconvertible debentures at cost less provision for diminution in the value of investments. Under Ind AS, the Company has designated such investments as fair value through profit or loss (FVTPL). On the transition date, an increase of Rs. 2,097.77 lakhs between the instruments'' fair value and Indian GAAP carrying amount has been recognized in retained earnings.

(ii) Equity Shares

Under Indian GAAP, the Company recognized long-term investments in equity shares at cost less provision for diminution in the value of investments. Under Ind AS, the Company has designated such investments as fair value through other comprehensive income (FVTOCI). On the transition date, an increase of Rs. 34.04 lakhs between the

Compiled by: Dion Global Solutions Limited

ANNUAL REPORT 2016-2017

instruments'' fair value and Indian GAAP carrying amount has been recognized in Other Comprehensive Income. Further for the year ended March 31, 2016 decrease in fair value of Rs. 34.65 lakhs has been recorded in Other Comprehensive Income.

C Employee benefits expense

Under Indian GAAP, the entire cost, including actuarial gains and losses, are charged to the statement of profit or loss. Under Ind AS, remeasurements comprising of actuarial gains and losses and the return on plan assets excluding amounts included in net interest on the net defined benefit liability are recognized immediately in the balance sheet with a corresponding debit or credit to retained earnings through OCI. Actuarial loss of Rs. 49.69 lakhs as at March 31, 2016 is recognized in OCI net of deferred tax.

D Trade receivables

Under Indian GAAP, the Company had recognized specific amount towards impairment of trade receivables on the basis of incurred losses model. Under Ind AS, impairment allowance has been recognized based on expected loss model (ECL). Accordingly, additional allowance for impairment amounting to Rs. 28.30 lakhs has been recognized with the corresponding adjustment to retained earnings.

E Provisions

Under Indian GAAP, proposed dividends including dividend distribution tax are recognized as a liability in the period to which they relate, irrespective of when they are declared. Under Ind AS, a proposed dividend is recognized as a liability in the period in which it is declared by the Company (usually when approved by shareholders in a general meeting) or paid. Accordingly, proposed dividends and the related tax have increased the retained earnings by Rs. 4,815.80 lakhs, at the transition date.

F Deferred tax liabilities (net)

Indian GAAP requires deferred tax accounting using the income statement approach, which focuses on differences between taxable profits and accounting profits for the period. Ind AS 12 requires entities to account for deferred taxes using the balance sheet approach, which focuses on temporary differences between the carrying amount of an asset or liability in the balance sheet and its tax base.

In addition, the various transitional adjustments has led to temporary differences. Accordingly, the Company has accounted for deferred tax on such differences in retained earnings at the transition date, thereby reducing deferred tax liabilities by Rs. 9.79 lakhs and increasing retained earnings by the same amount.

G Other equity

Adjustments to retained earnings and other comprehensive income has been made in accordance with Ind AS, for the above mentioned line items.

H Current tax

Tax component on actuarial gains and losses which was transferred to other comprehensive income under Ind AS.

I Amalgamation adjustments

Pursuant to the scheme of amalgamation (Scheme), the Hon''ble High Court of Judicature at Bombay, vide its order dated September 04, 2015, had approved the Scheme amalgamation of Anand Synthochem Limited, Soven Trading and Investment Private Limited, Sudipta Trading and Investment Private Limited and Transgene Trading and Investment Private Limited (collectively known as Transferor Companies) with the Company. The appointed date of the Scheme was 1st September 2014. The Scheme has become effective on 04th September 2015,pursuant to its filling with registrar of Companies.

The Company has given effect for the said scheme in its books of accounts in accordance with the Scheme and in compliance with Accounting Standard 14 “Accounting for Amalgamations” under the “Pooling of Interest” method. Accordingly, the balance sheet as at 1st April, 2015 includes the impact of assets and liabilities taken over of transferor companies after giving effect to elimination of intercompany transactions and balances.


Mar 31, 2016

Note: National Savings Certificates of the value of Rs. 0.04 lacs (Previous year - Rs. 0.04 lacs) and Government of India G.P.notes of the value of Rs. 0.02 lacs (Previous year- Rs. 0.02 lacs) have been lodged with the Excise authorities. National Savings Certificates of Rs. 0.03 lacs (Previous year - Rs. 0.03 lacs) have been lodged with Sales Tax authorities.

Note :

The Company''s pending litigations comprise of proceedings pending with Income Tax, Excise, Sales Tax Authorities and National Pharmaceutical Pricing Authority of India. The Company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are required and disclosed the contingent liabilities where applicable, in its financial statements. The Company does not expect the outcome of these proceedings to have a materially adverse effect on its financial results. In respect of litigations, where the management assessment of a financial outflow is probable, the Company has made a provision of Rs. 1,457.12 lacs as at 31st March 2016 (Previous year - Rs.728.45 lacs) .

1. As per Accounting Standard - 15 (revised 2005) - “Employee Benefits” the disclosures as defined in the Accounting Standard are given below:

Defined Contribution Plan

Contribution to Defined Contribution Plans are recognized as an expense for the year under Contribution to provident and other funds (Refer Note No. 21) as under :

X. Salary Escalation Rate

The estimates of future salary increase considered in actuarial valuation is taken on account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

XI. Basis used to determine Expected Rate of Return on Plan Assets

The expected rate of return on Plan Assets is based on expectation of the average long term rate of return expected on investments of the fund during the estimated term of the obligations.

XII. The Company expects to contribute Rs. 293.25 lacs to gratuity in next year (Previous year - Rs. 361.51 lacs).

The liability for Leave Encashment as at the year end is Rs.677.31 lacs (Previous year - Rs. 522.18 lacs) and provision for sick leave as at the year end is Rs.90.42 lacs (Previous year - Rs. 72.08 lacs).

2. Segment Information:

Primary segment information

The Company is engaged in pharmaceutical business which as per Accounting Standard 17 - "Segment Reporting" is considered the only business segment.

Secondary segment information

The Company''s operating divisions are managed from India. The principal geographical areas in which the Company operates are India and others. The country-wise segmentation is not relevant as exports to individual countries are not more than 10% of enterprise revenue.

3. Related party disclosures, as required by Accounting Standard 18 - "Related Parties Disclosures” are given below: Names of Related parties where control exists irrespective of whether transactions have occurred or not :

Subsidiary Companies

- FDC International Limited

- FDC Inc.

- Anand Synthochem Limited **

Joint Venture Entity

- Fair Deal Corporation Pharmaceutical SA (Pty) Ltd.

Names of other related parties with whom transactions have taken place during the year :

Key Management Personnel

- Mr. Mohan A. Chandavarkar

- Mr. Ashok A. Chandavarkar

- Mr. Nandan M. Chandavarkar

- Mr. Ameya A.Chandavarkar

- Ms. Nomita R.Chandavarkar

Relatives of Key Management Personnel

- Ms. Sandhya M. Chandavarkar, Wife of Mr. Mohan A. Chandavarkar

- Ms. Mangala A. Chandavarkar, Wife of Mr. Ashok A. Chandavarkar

- Ms. Meera R. Chandavarkar, Mother of Ms. Nomita R. Chandavarkar

- Ms. Aditi C. Bhanot, Daughter of Mr. Ashok A. Chandavarkar

Enterprises owned or significantly influenced by Key Management Personnel or their relatives:

- Soven Trading and Investment Company Private Limited **

- Transgene Trading and Investment Company Private Limited **

- Sudipta Trading and Investment Company Private Limited **

- Anand Chandavarkar Foundation

- Akhil Farma Limited

Note: ** Amalgamated With the Company w.e.f. September 01,2014 (For details refer note 37)

4. Loans and Advances in the nature of loans given to subsidiaries in which directors are interested:

Anand Synthochem Limited (amalgamated with the Company w.e.f. September 01,2014)

Balance as at 31st March, 2016 Nil (Previous year - Rs. 41.42 lacs).

Maximum balance outstanding during the year Nil (Previous year - Rs. Rs. 41.42 lacs).

5. Pursuant to Accounting Standard 19 - “Leases”, disclosure on leases is as follows:

The Company''s significant leasing arrangements are in respect of god owns / office premises taken on operating lease basis. The aggregate lease rentals payable are charged as Rent and shown under ''Other Expenses'' (Refer Note No. 23).

These leasing arrangements, which are cancelable, range between 1 year and 5 years generally, or longer, and are usually renewable by mutual consent on mutually agreeable terms. There are certain agreements which provide for increase in rent. There are no subleases.

No contingent liabilities and capital commitments have been incurred as at 31st March 2016 in relation to the Company''s interest in the JV along with the other ventures (Previous year - Rs. Nil).

6. Revenue expenditure on research and development (including depreciation and amortization) aggregating to Rs.2,715.95 lacs (Previous year - Rs.2,060.71 lacs) is included under relevant heads in the Statement of Profit and Loss.

7. Amount spent towards Corporate Social Responsibility Activities is as under

a. Gross amount required to be spent by the company during the year is Rs.377.29 lacs.(Previous year - Rs.362.76 lacs) .

8. Pursuant to the scheme of amalgamation (Scheme), the Hon''ble High Court of Judicature at Bombay, vide its order dated September 04, 2015, has approved the Scheme of amalgamation of Anand Synthochem Limited(Anand), Soven Trading and Investment Private Limited (Soven), Sudipta Trading and Investment Private Limited (Sudipta) and Transgene Trading and Investment Private Limited (Transgene) (collectively known as Transferor Companies) with the Company. The appointed date of the Scheme was September 01, 2014.

The Company has given effect for the said scheme in its books of accounts in accordance with the Scheme and in compliance with Accounting Standard 14 “Accounting for Amalgamations” under the “Pooling of Interest” method and the accounting treatment has been given as under:

(i) All assets and liabilities (including reserves) appearing in the books of accounts of Transferor Companies have been incorporated in the financial statements of the Company at their respective book values.

(ii) All inter-company transactions have been eliminated on incorporation of the accounts of Transferor Companies in the books of Company.

(iii) The accounts of the Transferor Companies for the year ended March 31, 2015 were finalized as a separate entity. The net profit after tax amounting to Rs. 93.41 lacs of the Transferor Companies for the period from September 01, 2014 to March 31, 2015 has been adjusted in “Surplus in the Statement of Profit and Loss”.

(iv) The investments in equity share capital of the Company as it appears in the books of account of the Transferor Companies and investment made in subsidiary by the Company is now cancelled as per the Scheme.

(v) In consideration of the above, the Company has allotted equity shares, credited as fully paid up, to the extent indicated below, to all the members of the Transferor Companies in the following proportion:

(a) 10.106 fully paid up equity shares of Re. 1 each of the Company for every 1 paid up equity share of Rs. 10 each held in Soven.

(b) 573.500 fully paid up equity shares of Re. 1 each of the Company for every 1 paid up equity share of Rs. 10 each held in Sudipta.

(c) 528.458 fully paid up equity shares of Re. 1 each of the Company for every 1 paid up equity share of Rs. 10 each held in Transgene.

(vi) The difference of net assets value of the transferor companies after adjusting reserves and investment already made in Transferor Companies is transferred to the respective reserves, as detailed here under:

9. Costs of samples, manufactured and purchased, have been included in cost of materials consumed and purchases of Stock -in - trade respectively.

10. Imported and Indigenous Raw Materials consumed :


Mar 31, 2015

1. Contingent Liabilities and commitments (to the extent not provided for)

31st March 2015 31st March 2014 Rupees in lacs Rupees in lacs

Contingent Liabilities

a. Disputed tax matters

Income tax (Appealed by tax authorities) 10.29 10.29

Income tax (Appealed by the Company) 251.08 499.63

Excise duty (Appealed by excise authorities) 2.23 2.12

Excise duty (Appealed by the Company) 265.24 260.25

Sales tax (Appealed by the Company) 231.04 234.82

b. In respect of guarantees given by banks 166.79 371.20

c. Letter of credit issued by bankers 219.00 274.64

d. Estimated amount of duty payable on export 17.41 6.41 obligation against outstanding advances licences

e. During 2013-14, the Company received notices of demand (including 936.12 846.88 interest) from the National Pharmaceutical Pricing Authority, Government of India, on account of alleged overcharging in respect of certain formulations under the Drugs (Prices Control) Order, 1995. The Company fled writ petition before the Hon''ble Supreme Court of India for stay of demand and other matters. The Hon''ble Supreme Court then passed order restraining the Government from taking any coercive action against the Company. The case is currently pending before the Hon''ble Supreme Court of India. The Company has been legally advised that on the basis of the facts and circumstances and grounds raised by the Company, the possibility of an adverse ruling in this case is unlikely. Hence, no provision is considered necessary in this respect.

Commitments

Estimated amount of capital contracts remaining to be executed and not 192.42 721.71 provided for (net of advances paid)

Note:

The Company''s pending litigations comprise of proceedings pending with Income Tax, Excise, Sales Tax Authorities and National Pharmaceutical Pricing Authority of India. The company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are required and disclosed the contingent liabilities where applicable, in its financial statements. The Company does not expect the outcome of these proceedings to have a materially adverse effect on its financial results. In respect of litigations, where the management assessment of a financial outflow is probable, the company has made a provision of Rs. 728.45 lacs as at 31st March 2015.

2. As per Accounting Standard – 15 (revised 2005) – "Employee Benefts" the disclosures as defined in the Accounting Standard are given below:

Defined Beneft Plan

The employees'' gratuity fund scheme managed by trust is a defined benefit plan. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

I. Salary Escalation Rate

The estimates of future salary increase considered in actuarial valuation is taken on account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

II. Basis used to determine Expected Rate of Return on Plan Assets

The expected rate of return on Plan Assets is based on expectation of the average long term rate of return expected on investments of the fund during the estimated term of the obligations.

III. The Company expects to contribute Rs.361.51 lacs to gratuity in next year (Previous year - Rs. 191.12 lacs).

The liability for Leave Encashment as at the year end is Rs.522.18 lacs (Previous year - Rs. 433.13 lacs) and provision for sick leave as at the year end is Rs.72.08 lacs (Previous year - Rs. 59.97 lacs).

3. Segment Information:

Primary segment information

The Company is engaged in pharmaceutical business which as per Accounting Standard 17 - "Segment Reporting" is considered the only business segment.

Secondary segment information

The Company''s operating divisions are managed from India. The principal geographical areas in which the Company operates are India and others. The country-wise segmentation is not relevant as exports to individual countries are not more than 10% of enterprise revenue.

4. Related party disclosures, as required by Accounting Standard 18 - "Related Parties Disclosures" are given below:

Names of Related parties where control exists irrespective of whether transactions have occurred or not :

Subsidiary Companies

FDC International Limited

FDC Inc.

Anand Synthochem Limited

Joint Venture Entity

Fair Deal Corporation Pharmaceutical SA (Pty) Ltd.

Names of other related parties with whom transactions have taken place during the year :

Key Management Personnel

Mr. Mohan A. Chandavarkar

Mr. Ashok A. Chandavarkar

Mr. Nandan M. Chandavarkar

Mr. Ameya A.Chandavarkar

Ms. Nomita R.Chandavarkar w.e.f. 02.06.2014

Relatives of Key Management Personnel

Ms. Sandhya M. Chandavarkar, Wife of Mr. Mohan A. Chandavarkar

Ms. Mangala A. Chandavarkar, Wife of Mr. AshokA. Chandavarkar

Ms. Meera R. Chandavarkar, Mother of Ms. Nomita R. Chandavarkar w.e.f. 02.06.2014

Enterprises owned or significantly infuenced by Key Management Personnel or their relatives:

Soven Trading and Investment Company Private Limited

Transgene Trading and Investment Company Private Limited

Sudipta Trading and Investment Company Private Limited w.e.f. 02.06.2014

Anand Chandavarkar Foundation

5. Loans and Advances in the nature of loans given to subsidiaries in which directors are interested:

Anand Synthochem Limited

Balance as at 31st March, 2015 Rs. 41.42 lacs (Previous year - Rs. 38.42 lacs).

Maximum balance outstanding during the year Rs. 41.42 lacs (Previous year - Rs. 38.42 lacs).

Out of the above - Rs. 38.42 lacs is payable on demand and Rs.3.00 lacs is payable after one year.

6. Pursuant to Accounting Standard 19 - "Leases", disclosure on leases is as follows:

The Company''s significant leasing arrangements are in respect of godowns / office premises taken on operating lease basis. The aggregate lease rentals payable are charged as Rent and shown under ''Other Expenses'' (Refer Note No. 23).

These leasing arrangements, which are cancelable, range between 1 year and 5 years generally, or longer, and are usually renewable by mutual consent on mutually agreeable terms. There are certain agreements which provide for increase in rent. There are no subleases.

7. The Board of Directors have approved the Scheme of Amalgamation of the Company with Anand Synthochem Limited (wholly owned subsidiary ), Soven Trading and Investment Company Private Limited, Sudipta Trading and Investment Company Private Limited and Transgene Trading and Investment Company Private Limited, ("the Scheme") at their meeting held on 6th September, 2014. As per the Scheme, the appointed date is 1st September, 2014. The Scheme has been approved by Securities and Exchange Board of India, BSE Limited, National Stock Exchange of India Limited and Reserve Bank of India.The Hon''ble High Court of Bombay vide its order dated 24th April, 2015 directed that a meeting of equity shareholders of the company be convened and has dispensed off the meeting of the unsecured creditors. Pending the approval of the Shareholders and Hon''ble High Court of Bombay, no effect of the Scheme has been given in the financial statements.

8. Costs of samples, manufactured and purchased, have been included in cost of materials consumed and purchases of Stock - in - trade respectively.

9. The Company does not have any long-term contracts including derivative contracts for which there are any material foreseeable losses.

10. Previous year''s figures have been regrouped/ reclassified, wherever necessary to conform to this years classification.


Mar 31, 2014

1. Long-term borrowings

Note: Under various schemes of Government of Maharashtra, the Company was entitled to interest free Sales Tax deferral incentives for its units at Waluj and Sinnar. These are repayable in annual installments over a period of 9-11 years commencing after a period of 10-12 years from the year of availment of deferred sales tax loan.

2. Trade payables and Other current liabilities

a. As per the information available with the Company, there are no Micro, Small and Medium Enterprises, as defined in the Micro, Small, Medium Enterprises Development Act 2006, to whom the Company owes dues on account of principal amount together with interest and accordingly no additional disclosure have been made. The Micro, Small and Medium 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.

b. There are no amounts due and outstanding to be credited to Investor Education and Protection Fund.

3. Contingent liabilities and commitments (to the extent not provided for):

31st March 2014 31st March 2013

Contingent Liabilities Rupees in lacs Rupees in lacs

a. Disputed tax matters Income tax (Appealed by tax authorities) 10.29 10.29

Income tax (Appealed by the Company) 499.63 -

Excise duty (Appealed by excise authorities) 2.12 2.00

Excise duty (Appealed by the Company) 260.25 229.25

Sales tax (Appealed by the Company) 234.82 232.44

b. In respect of guarantees given by banks 371.20 316.62

c. Letter of credit issued by bankers 274.64 91.69

d. Estimated amount of duty payable on export 6.41 31.50 obligation against outstanding advances licences

e. During the year, the Company has received notices of demand (including interest) from the National Pharmac -eutical Pricing Authority, Government of India on account of alleged overcharging in respect of certain formulations under the Drug Price Control Order, 1995. The Company has filed a writ petition before the Hon''ble Supreme Court of India for stay of the demand and other matters. The Company has been legally advised that on the basis of the facts and circumstances and grounds raised by the Company, the possibility of an adverse ruling in this case is unlikely. Hence no provision is considered necessary in this respect.

4. As per Accounting Standard - 15 (revised 2005) - “Employee Benefits” the disclosures as defined in the Accounting Standard are given below:

Defined Benefit Plan

The employees'' gratuity fund scheme managed by trust is a defined benefit plan. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

i. Salary Escalation Rate

The estimates of future salary increases considered in actuarial valuation is taken on account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

ii. Basis used to determine Expected Rate of Return on Plan Assets

The expected rate of return on Plan Assets is based on expectation of the average long term rate of return expected on investments of the fund during the estimated term of the obligations.

iii. The Company expects to contribute Rs. 191.12 lacs to gratuity in next year (Previous year - Rs. 141.05 lacs).

The liability for Leave Encashment as at the year end is Rs. 433.13 lacs (Previous year - Rs. 322.17 lacs) and provision for sick leave as at the year end is Rs. 59.97 lacs (Previous year - Rs. 37.23 lacs).

5. Segment Information:

Primary segment information

The Company is engaged in pharmaceutical business which as per Accounting Standard 17 - "Segment Reporting" is considered the only business segment.

Secondary segment information

The Company''s operating divisions are managed from India. The principal geographical areas in which the Company operates are India and others. The country-wise segmentation is not relevant as exports to individual countries are not more than 10% of enterprise revenue.

6. Related party disclosures, as required by Accounting Standard 18 - "Related Parties Disclosures" are given below:

Names of Related parties where control exists irrespective of whether transactions have occurred or not :

Subsidiary Companies

- FDC International Limited

- FDC Inc.

- Anand Synthochem Limited

Joint Venture Entity

- Fair Deal Corporation Pharmaceutical SA (Pty) Ltd.

Names of other related parties with whom transactions have taken place during the year :

Key Management Personnel

- Mr. Mohan A. Chandavarkar

- Mr. Ashok A. Chandavarkar

- Mr. Nandan M. Chandavarkar

- Mr. Ameya A. Chandavarkar

Relatives of Key Management Personnel

- Ms. Sandhya M. Chandavarkar, Wife of Mr. Mohan A. Chandavarkar

- Ms. Mangala A. Chandavarkar, Wife of Mr. Ashok A. Chandavarkar

Enterprises owned or significantly influenced by Key Management Personnel or their relatives

- Mejda Marketing Private Limited

- Akhil Farma Limited

- Soven Trading and Investment Company Private Limited

- Transgene Trading and Investment Company Private Limited

- Anand Chandavarkar Foundation

7. Loans and Advances in the nature of loans given to subsidiaries in which directors are interested:

Anand Synthochem Limited

Balance as at 31st March 2014 Rs. 38.42 lacs (Previous year- Rs. 38.42 lacs).

Maximum balance outstanding during the year Rs. 38.42 lacs (Previous year- Rs. 38.42 lacs).

The same is payable on demand.

8. Pursuant to Accounting Standard 19 - “Leases”, disclosure on leases is as follows:

The Company''s significant leasing arrangements are in respect of godowns / office premises taken on operating lease basis. The aggregate lease rentals payable are charged as Rent and shown under ''Other Expenses'' (Refer Note No. 23).

These leasing arrangements, which are cancelable, range between 1 year and 5 years generally, or longer, and are usually renewable by mutual consent on mutually agreeable terms. There are certain agreements which provide for increase in rent. There are no subleases.

The Company''s interest in the JV is reported as Non-Current Investment (Refer Note No. 9) and stated at cost. The Company''s share of each of the assets, liabilities, income and expenses etc. (each without elimination of the effect of transactions between the Company and the JV) related to its interest in the JV, based on the audited financial statements of Fair Deal Corporation Pharmaceutical SA (Pty) Ltd. is as follows:

No contingent liabilities and capital commitments have been incurred as at 31st March 2014 in relation to the Company''s interest in the JV along with the other venturers (Previous year - Rs. Nil).

9. Foreign currency transactions/ balances of the Company are not hedged by derivative instruments or otherwise. The details of foreign currency transactions/ balances of the Company are:

10. Revenue expenditure on research and development (including depreciation and amortisation) aggregating to Rs.1,987.31 lacs (Previous year - Rs. 2,082.45 lacs) is included under relevant heads in the Statement of Profit and Loss.

11. Costs of samples, manufactured and purchased, have been included in cost of materials consumed and purchases of Stock - in - trade respectively.


Mar 31, 2013

1. As per Accounting Standard - 15 (revised 2005) - "Employee Benefits" the disclosures as defined in the Accounting Standard are given below:

Defined Contribution Plan

Contribution to Defined Contribution Plans are recognised as an expense for the year under Contribution to provident and other funds (Refer Note No. 21) as under:

Defined Benefit Plan

The employees'' gratuity fund scheme managed by trust is a defined benefit plan. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

2. Segment Information:

Primary segment information

The Company is engaged in pharmaceutical business which as per Accounting Standard 17 - "Segment Reporting" is considered the only business segment.

Secondary segment information

The Company''s operating divisions are managed from India. The principal geographical areas in which the Company operates are India and others. The country-wise segmentation is not relevant as exports to individual countries are not more than 10% of enterprise revenue.

3. Related party disclosures, as required by Accounting Standard 18 - "Related Parties Disclosures" are given below:

Names of Related parties where control exists irrespective of whether transactions have occurred or not :

Subsidiary Companies

- FDC International Limited

- FDC Inc.

- Anand Synthochem Limited

Joint Venture Entity

- Fair Deal Corporation Pharmaceutical SA (Pty) Ltd.

Names of other related parties with whom transactions have taken place during the year :

Key Management Personnel

- Mr. Mohan A. Chandavarkar

- Mr. Ashok A. Chandavarkar

- Mr. Nandan M. Chandavarkar

- Mr. Ameya A. Chandavarkar

Relatives of Key Management Personnel

- Ms. Sandhya M. Chandavarkar, Wife of Mr. Mohan A. Chandavarkar

- Ms. Mangala A. Chandavarkar, Wife of Mr. Ashok A. Chandavarkar

Enterprises owned or significantly influenced by Key Management Personnel or their relatives

- Anand Synthochem Limited (upto 16th October 2011)

- Mejda Marketing Private Limited

- Akhil Farma Limited

- Soven Trading and Investment Company Private Limited

- Transgene Trading and Investment Company Private Limited

- Anand Chandavakar Foundation

4. Loans and Advances in the nature of loans given to subsidiaries in which directors are interested:

Anand Synthochem Limited

Balance as at 31st March 2013 Rs. 38.42 lacs (Previous year - Rs. 38.42 lacs).

Maximum balance outstanding during the year Rs. 38.42 lacs (Previous year - Rs. 38.42 lacs).

The same is payable on demand.

5. Pursuant to Accounting Standard 19 - "Leases", disclosure on leases is as follows:

The Company''s significant leasing arrangements are in respect of godowns / office premises taken on operating lease basis. The aggregate lease rentals payable are charged as Rent and shown under ''Other Expenses'' (Refer Note No. 23).

These leasing arrangements, which are cancelable, range between 1 year and 5 years generally, or longer, and are usually renewable by mutual consent on mutually agreeable terms. There are certain agreements which provide for increase in rent. There are no subleases.

6. During the current year, Company has made revision in the estimated useful life of certain class of fixed assets which has resulted in higher charge of depreciation cost of Rs. 803.79 lacs. [Refer Note 1(d)]

7. Pursuant to Accounting Standard 27 - "Financial Reporting of interests in Joint Ventures", the disclosures relating to the Joint Venture Entity (JV) is as follows:

8. Foreign currency transactions/ balances of the Company are not hedged by derivative instruments or otherwise. The details of foreign currency transactions/ balances of the Company are:

9. Revenue expenditure on research and development (including depreciation and amortisation) aggregating to Rs. 2,082.45 lacs (Previous year - Rs.1,599.04 lacs) is included under relevant heads in the Statement of Profit and Loss.

10. Costs of samples, manufactured and purchased, have been included in Cost of materials consumed and purchases of stock-in-trade respectively.

11. Previous year''s figures have been regrouped/ reclassified, wherever necessary to conform to this year''s classification.


Mar 31, 2012

1. Contingent liabilities and commitments (to the extent not provided for):

31st March 2012 31st March 2011 Rupees in lacs Rupees in lacs

Contingent Liabilities Rupees in lacs Rupees in lacs

a.Disputed tax matters

Income tax 10.29 10.29

Excise duty 235.47 128.50

Sales tax 196.52 128.53

b.In respect of guarantees given by banks 154.65 112.31

c. Letter of credit issued by bankers 452.12 241.10

d.Estimated amount of duty payable on export obligation against outstanding advances licenses 4.63 2.55 Commitments

Estimated amount of capital contracts remaining to be executed and not provided for (net of advances paid) 858.12 973.89

Defined Benefit Plan

The employees' gratuity fund scheme managed by trust is a defined benefit plan. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

X Salary Escalation Rate

The estimates of future salary increases considered in actuarial valuation take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

XI Basis used to determine Expected Rate of Return on Plan Assets

The expected rate of return on Plan Assets is based on expectation of the average long term rate of return expected on investments of the fund during the estimated term of the obligations.

XII The Company expects to contribute Rs. 162.76 lacs to gratuity in next year (Previous year - Rs. 156.17 lacs).

The liability for leave encashment as at the year end is Rs. 302.42 lacs (Previous year - Rs. 259.75 lacs) and provision for sick leave as at the year end is Rs. 37.03 lacs (Previous year - Rs. 36.69 lacs).

2. Segment Information:

Primary segment information

The Company is engaged in pharmaceutical business which as per Accounting Standard 17 - "Segment Reporting" is considered the only business segment.

Secondary segment information

The Company's operating divisions are managed from India. The principal geographical areas in which the Company operates are India and others. The country-wise segmentation is not relevant as exports to individual countries are not more than 10% of enterprise revenue.

3. Related party disclosures, as required by Accounting Standard 18 - "Related Parties Disclosures" are given below:

Names of Related parties where control exists irrespective of whether transactions have occurred or not:

Subsidiary Companies

- FDC International Limited

- FDC Inc.

- Anand Synthochem Limited (w.e.f. 17th October 2011)

Joint Venture Entity

- Fair Deal Corporation Pharmaceutical SA (Pty) Ltd.

Names of other related parties with whom transactions have taken place during the year:

Key Management Personnel

- Mr. Mohan A. Chandavarkar

- Mr. Ashok A. Chandavarkar

- Mr. Nandan M. Chandavarkar

- Mr. Ameya A. Chandavarkar

Relatives of Key Management Personnel

- Ms. Sandhya M. Chandavarkar, Wife of Mr. Mohan A. Chandavarkar

- Ms. Mangala A. Chandavarkar, Wife of Mr. Ashok A. Chandavarkar

Enterprises owned or significantly influenced by Key Management Personnel or their relatives:

- Anand Synthochem Limited (upto 16th October 2011)

- Mejda Marketing Private Limited

- Akhil Farma Limited

- Soven Trading and Investment Company Private Limited

- Transgene Trading and Investment Company Private Limited

- Anand Chandavarkar Foundation

4. Loans and Advances in the nature of loans given to subsidiaries in which directors are interested:

a.Anand Synthochem Limited Balance as at 31st March 2012 - Rs. 38.42 lacs (Previous year - Rs. Nil). Maximum balance outstanding during the year - Rs. 38.42 lacs (Previous year - Rs. Nil). The same is payable on demand.

b.FDC International Limited Balance as at 31st March 2012 - Rs. Nil (Previous year - Rs. Nil). Maximum balance outstanding during the year - Rs. Nil (Previous year - Rs. 231.04 lacs). The same is payable on demand.

5. Pursuant to Accounting Standard 19 - "Leases", disclosure on leases is as follows:

The Company's significant leasing arrangements are in respect of godowns / office premises taken on operating lease basis. The aggregate lease rentals payable are charged as Rent and shown under 'Other Expenses' (Refer Note No. 23).

These leasing arrangements, which are cancelable, range between 1 year and 5 years generally, or longer, and are usually renewable by mutual consent on mutually agreeable terms. There are certain agreements which provide for increase in rent. There are no subleases.

6. Based on valuation by independent valuers, the Board of Directors, at its meeting held on 15th October 2011, had resolved to purchase 100% equity shares of Anand Synthochem Limited (ASL), a related, unlisted Public Company, from its erstwhile shareholders, for a total amount of Rs. 644.58 lacs (including a loan of Rs. 38.42 lacs), thereby making ASL, a wholly owned subsidiary of FDC Limited. ASL owns a property at Dombivali, Maharashtra admeasuring 81,855 sq.ft.

7. Revenue expenditure on research and development (including depreciation and amortisation) aggregating to Rs. 1,599.04 lacs (Previous year - Rs. 1,461.03 lacs) is included under relevant heads in the Statement of Profit and Loss.

8. Costs of samples, manufactured and purchased, have been included in Cost of materials consumed and Purchases of stock-in-trade respectively.

9. Previous year's figures have been regrouped/ reclassified, wherever necessary to conform to this year's classification.


Mar 31, 2011

1. Contingent liabilities not provided for:

31st March, 31st March,

2011 2010 Rupees in lacs Rupees in lacs

(i) Disputed tax matters

Income tax 10.29 10.29

Excise duty 128.50 138.13

Sales tax 116.82 107.03

(ii) In respect of guarantees given by banks 112.31 78.72

2. Letter of credit issued by bankers 241.10 971.41

3. Estimated amount of duty payable on export obligation against outstanding advance licences 2.55 3.47

4. Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances paid) - Tangible assets 973.89 275.69

5. Under various schemes of Government of Maharashtra, the Company has entitled to Sales Tax deferral incentives for its units at Waluj and Sinnar. These are repayable after a period of 10-12 years from the year of availment as per the repayment schedule.

6. As per the information available with the Company, there are no Micro, Small and Medium Enterprises, as defined in the Micro, Small, Medium Enterprises Development Act 2006, to whom the Company owes dues on account of principal amount together with interest and accordingly no additional disclosure have been made. The Micro, Small and Medium 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.

7. Of the total investments stated in Schedule `E' to the accounts, National Savings Certificates of the value of Rs.0.04 lacs (Previous year – Rs. 0.04 lacs) and Government of India G.P. Notes of the value of Rs.0.02 lacs (Previous year – Rs. 0.02 lacs) have been lodged with the Excise authorities. National Savings Certificates of Rs. 0.03 lacs (Previous year – Rs. 0.03 lacs) have been lodged with the Sales tax authorities.

Defined Benefit Plan

The employees' gratuity fund scheme managed by trust is a defined benefit plan. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

X Salary Escalation Rate

The estimates of future salary increases considered in actuarial valuation take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

XI Basis used to determine Expected Rate of Return on Plan Assets

The expected rate of return on Plan Assets is based on expectation of the average long term rate of return expected on investments of the fund during the estimated term of the obligations.

XII The Company expects to contribute Rs. 156.17 lacs to gratuity in next year (Previous year - Rs. 232.25 lacs).

The liability for Leave Encashment as at the year end is Rs.259.75 lacs (Previous year - Rs.259.59 lacs) and provision for sick leave as at the year end is Rs. 36.69 lacs (Previous year – Rs. 32.15 lacs).

9. Finance expenses does not include any interest paid towards fixed loans.

Interest received and, shown under operating income includes interest on delayed payment from debtors and interest on staff loans. Interest received and, shown under Non operating income includes interest on inter corporate deposits given, interest on loan to subsidiary company and joint venture.

8. Segment Information:

Primary segment information

The Company is engaged in pharmaceutical business which as per Accounting Standard 17 -"Segment Reporting" is considered the only reportable business segment.

Secondary segment information

The Company's operating divisions are managed from India. The principal geographical areas in which the Company operates are India and others. The country-wise segmentation is not relevant as exports to individual countries are not more than 10% of enterprise revenue.

9. Related party disclosures, as required by Accounting Standard 18 - "Related Parties Disclosures" are given below:

Names of Related parties where control exists irrespective of whether transactions have occurred or not :

Subsidiary Companies

- FDC International Limited

- FDC Inc.

Joint Venture Entity

- Fair Deal Corporation Pharmaceutical SA (Pty) Ltd.

Names of other related parties with whom transactions have taken place during the year :

Key Management Personnel

- Mr. Mohan A. Chandavarkar

- Mr. Ashok A. Chandavarkar

- Mr. Nandan M. Chandavarkar

- Mr. Ameya A.Chandavarkar

Relatives of Key Management Personnel

- Ms. Sandhya M. Chandavarkar, Wife of Mr. Mohan A. Chandavarkar

- Ms. Mangala A. Chandavarkar, Wife of Mr. Ashok A. Chandavarkar

- Ms. Aditi Bhanot, Daughter of Mr. Ashok A. Chandavarkar

Enterprises owned or significantly influenced by Key Management Personnel or their relatives

- Anand Synthochem Limited

- Mejda Marketing Private Limited

- Akhil Farma Limited

- Aditi Sales Corporation

- Soven Trading and Investment Company Private Limited

- Transgene Trading and Investment Company Private Limited

10. Pursuant to Accounting Standard 19 - "Leases", disclosure on leases is as follows:

The Company's significant leasing arrangements are in respect of godowns/ office premises taken on operating lease basis. The aggregate lease rentals payable are charged as Rent and shown under `Operating Expenses' (Schedule 'K').

These leasing arrangements, which are cancelable, range between 1 year and 5 years generally, or longer, and are usually renewable by mutual consent on mutually agreeable terms. There are certain agreements which provide for increase in rent. There are no subleases.

11. Excise duty on sales amounting to Rs.1,079.68 lacs (Previous year - Rs. 1,041.72 lacs) has been reduced from Sales in Profit and Loss Account and excise duty on Decrease in stock amounting to Rs.0.70 lacs (Previous year - Rs. 12.84 lacs) has been considered as income in Schedule 'I' to the accounts.

12. Revenue expenditure on research and development (including depreciation and amortisation) aggregating to Rs.1,461.03 lacs (Previous year - Rs. 1,371.26 lacs) is included under relevant heads in the Profit and Loss Account.

13. Costs of samples (manufactured and purchased) have been included in Cost of Materials.

14. Foreign exchange fluctuation gain (net) during the year of Rs.91.68 lacs (Previous year – Rs. 86.63 lacs) is included under Miscellaneous receipts.

15. There are no amounts due and outstanding to be credited to Investor Education and Protection Fund.

16. In accordance with section 77A, 77AA and 77B of the Companies Act, 1956 and pursuant to the buy back announcement made by the Company on 7th February 2011, the Company has bought back from open market through stock exchanges 1,708,828 equity shares of Re. 1 each during the year for a total consideration of Rs. 1,790.61 lacs. Of this, the company has extinguished 1,641,828 equity shares till 31st March 2011 and 67,000 equity shares have been extinguished subsequent to the balance sheet date. Consequently, an amount of Rs.17.09 lacs being the nominal value of equity shares bought back has been transferred to Capital Redemption Reserve from General Reserve. An amount of Rs. 1,773.52 lacs being the premium on buyback has been appropriated from General Reserve.

17. Previous year's figures have been regrouped/ reclassified, wherever necessary to confirm to this years classification. Signatures to Schedules "A" to "N"


Mar 31, 2010

1. Contingent liabilities not provided for:

31st March, 31st March, 2010 2009 Rupees in lacs Rupees in lacs

(i) Disputed tax matters

Income tax 10.29 221.89

Excise duty 138.13 135.98

Sales tax 107.03 107.49

(ii) In respect of guarantees given by banks 78.72 72.57

2. Letter of credit issued by bankers 971.41 1,013.56

3. Estimated amount of duty payable on export obligation against outstanding advance licences 3.47 1.72

4. Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances paid) - Tangible assets 275.69 655.60

5. Under various schemes of Government of Maharashtra, the Company has entitled to Sales Tax deferral incentives for its units at Waluj and Sinnar. These are repayable in 5-6 instalments after a period of 10-12 years from the year of availment.

6. As per the information available with the Company, there are no Micro, Small and Medium Enterprises, as defined in the Micro, Small, Medium Enterprises Development Act 2006, to whom the Company owes dues on account of principal amount together with interest and accordingly no additional disclosure have been made. The Micro, Small and Medium 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.

7. Of the total investments stated in Schedule `E to the accounts, National Savings Certificates of the value of Rs. 0.04 lacs (Previous year - Rs. 0.04 lacs) and Government of India G.P. Notes of the value of Rs. 0.02 lacs (Previous year - Rs. 0.02 lacs) have been lodged with the Excise authorities. National Savings Certificates of Rs. 0.03 lacs (Previous year – Rs. 0.03 lacs) have been lodged with the Sales tax authorities.

8. As per Accounting Standard 15 (revised 2005) - “Employee Benefits”, the disclosures of Employee benefits as defined in the Accounting Standard are given below:

Defined Benefit Plan

The employees gratuity fund scheme managed by trust is a defined benefit plan. The present value of obligation is determine based on actuarial valuation using the Projected Unit Credit Method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

9 Salary Escalation Rate

The estimates of future salary increases considered in actuarial valuation take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

10 Basis used to determine Expected Rate of Return on Plan Assets

The expected rate of return on Plan Assets is based on expectation of the average long term rate of return expected on investments of the fund during the estimated term of the obligations.

11 The Company expects to contribute Rs. 232.25 lacs to gratuity in next year.

The liability for Leave Encashment as at the year end is Rs. 291.74 lacs (Previous year - Rs. 182.28 lacs). 9. Finance expenses does not include any interest paid towards fixed loans.

12. Segment Information:

Primary segment information

The Company is engaged in pharmaceutical business which as per Accounting Standard 17 -“Segment Reporting” is considered the only reportable business segment.

Secondary segment information

The Companys operating divisions are managed from India. The principal geographical areas in which the Company operates are India and others. The country-wise segmentation is not relevant as exports to individual countries are not more than 10% of enterprise revenue.

13. Related party disclosures, as required by Accounting Standard 18 - "Related Parties Disclosures" are given below:

Names of Related parties where control exists irrespective of whether transactions have occurred or not : Subsidiary Companies

- FDC International Limited

- FDC Inc.

Joint Venture Entity

- Fair Deal Corporation Pharmaceutical SA (Pty) Ltd.

Names of other related parties with whom transactions have taken place during the year : Key Management Personnel

- Mr. Mohan A. Chandavarkar

- Mr. Ashok A. Chandavarkar

- Mr. Nandan M. Chandavarkar

- Mr. Ameya A.Chandavarkar (from 1st November 2009)

Relatives of Key Management Personnel

- Mr. Ameya A. Chandavarkar (upto 30th October 2009), Son of Mr. Ashok A. Chandavarkar

- Ms. Sandhya M. Chandavarkar, Wife of Mr. Mohan A. Chandavarkar

- Ms. Mangala A. Chandavarkar, Wife of Mr. Ashok A. Chandavarkar

- Ms. Aditi Bhanot, Daughter of Mr. Ashok A. Chandavarkar

Enterprises owned or significantly influenced by Key Management Personnel or their relatives:

- Anand Synthochem Limited

- Mejda Marketing Private Limited

- Akhil Farma Limited

- Aditi Sales Corporation

- Soven Trading and Investment Company Private Limited

- Transgene Trading and Investment Company Private Limited

14. Pursuant to Accounting Standard 19 - "Leases", disclosure on leases is as follows:

The Companys significant leasing arrangements are in respect of godowns/ office premises taken on operating lease basis. The aggregate lease rentals payable are charged as Rent and shown under Operating Expenses (Schedule K).

These leasing arrangements, which are cancellable, range between 1 year and 5 years generally, or longer, and are usually renewable by mutual consent on mutually agreeable terms. There are certain agreements which provide for increase in rent. There are no subleases.

15. Excise duty on sales amounting to Rs. 1,041.72 lacs (Previous year – Rs. 1,661.83 lacs) has been reduced from Sales in Profit and Loss Account and excise duty on decrease in stock amounting to Rs. 12.84 lacs (Previous year – Rs. 14.70 lacs) has been considered as income in Schedule `I to the accounts.

16. Revenue expenditure on research and development (including depreciation and amortisation) aggregating to Rs.1,371.26 lacs (Previous year - Rs. 1,669.35 lacs) is included under relevant heads in the Profit and Loss Account.

17. Costs of samples (manufactured and purchased) have been included in Cost of Materials.

18. Foreign exchange fluctuation gain (net) during the year of Rs. 86.63 lacs (Previous year – Rs. 137.25 lacs) and Foreign exchange fluctuation loss of Rs. Nil (Previous year – Rs. 99.25 lacs) is included under Miscellaneous receipts and Miscellaneous expenses respectively.

19. There are no amounts due and outstanding to be credited to Investor Education and Protection Fund.

20. In accordance with section 77A, 77AA and 77B of the Companies Act, 1956 and pursuant to the buy back announcement made by the Company on 24th November 2008, the Company has bought back from open market through stock exchanges 1,890,704 equity shares of Re. 1 each during the year for a total consideration of Rs. 744.14 lacs, which have been subsequently extinguished. Consequently, an amount of Rs. 18.90 lacs being the nominal value of equity shares bought back has been transferred to Capital Redemption Reserve from General Reserve. An amount of Rs. 725.24 lacs being the premium on buyback has been appropriated from General Reserve.

The Company has reversed dividend of Rs. 25.73 lacs for the financial year 2008-09 on shares bought back during the period from the 22nd May 2009 (date of board meeting for recommendation of dividend for the year ended 31st March 2009) to 3rd August 2009 (last date of buyback).

Subsequently, the Shareholders vide a postal ballot resolution dated 21st December 2009, approved the buyback of 86,50,000 fully paid up equity shares having a face value of Re. 1 each, through the stock exchanges, at a price not exceeding Rs. 65 per share, upto an amount of Rs. 5,600 lacs. The Company has however not been able to buyback any shares in the buyback offer, since the current market price is higher than the maximum offer price, stipulated in the buyback offer.

21. Previous years figures have been regrouped/ reclassified, wherever necessary to confirm to this years classification.

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