Mar 31, 2025
1. During the year ended March 31, 2025 additions to plant and equipments includes INR 7.82 crores (March 31, 2024 : INR 14.38 crores) on account of government assistance in the form of the duty benefit availed under Export Promotion Capital Goods (EPCG) Scheme on import of plant and equipments. Closing balance of Capital work-in-progress as at March 31, 2025 include INR 1.74 crores (as at March 31, 2024 : INR 5.24 crores) for this benefit.
2. Capital work-in-progress as at March 31, 2025 and as at March 31, 2024 includes assets under construction at various plants, head office and production lines which are pending installation. There are no projects which have either exceeds their budget or whose timelines have been deferred.
3. Disclosure of contractual commitments for the acquisition of property, plant and equipment has been provided in note 36.
4. The Company undisputedly possesses the title deeds for all immovable properties held by the Company, other than below, where the deeds is in the process of being executed in favour of the Company, presented under âFreehold landâ and âBuildingsâ in the above schedule:
During the year ended March 31, 2025, an investment property comprising land and building in Uttarakhand, which was held to earn rentals and capital appreciation, was sold for total sales considerations of INR 8 crores. The gain on sale of investment property has been presented under the head âother income''.
The Company has no restrictions on the realisability of its investment property and no contractual obligation to purchase, construct or develop or for repair & maintenance.
Description of valuation technique used:
The Company obtained independent valuations of its investment properties as at the previous year ended March 31, 2024. The fair value of the investment properties have been derived using the direct comparison method. The direct comparison method involves a comparison of the investment properties to similar properties that have actually been sold on arms-length basis or are offered for sale in the same region. This approach demonstrates what buyers have historically been willing to pay (and sellers willing to accept) for similar properties in an open and competitive market, and is particularly useful in estimating the value of the land and properties that are typically traded on a unit basis. This approach leads to a reasonable estimation of the prevailing price. Given that the comparable instances are located in close proximity to the investment properties; these instances have been assessed for their locational comparative advantages and disadvantages while arriving at the indicative price assessment for investment properties.
These valuations are based on valuations performed by an accredited independent valuer who is a specialist in valuing these types of investment properties and is a registered valuer as defined under rule 2 of Companies (Registered Valuers and Valuation) Rules, 2017. A valuation model in accordance with that recommended by the international valuation standards committee has been applied.
Sensitivity analysis of the investment property fair value assumptions
Further the Company performs sensitivity analysis on the assumptions used by the valuer and ensures that the valuation of investment property is appropriate.
The Company undisputedly possessed the title deeds for all properties held by the Company, presented under âfreehold land and Buildingâ in the above schedule.
a Capital contribution in Lifestar Pharma LLC has been contributed solely (i.e. 100%) by the Company. In terms of agreement, the non-controlling interest of 10% is restricted to profit sharing only subject to complete repayment of 100 % capital contribution made by Mankind Pharma Limited.
b The Board of directors of Company at its meeting held on February 10, 2025 approved the sale of entire stake held by the Company in Mahananda Spa and Resorts Private Limited (âMahanandaâ), a wholly owned subsidiary Company to Chalet Hotels Limited. The proceeds of monetization of non-core assets to be utilized to retire part of its debts and the Company has completed the execution of Share Purchase Agreement on February 11, 2025 for sale of 100% of the Equity Shares and 100% of 0.01% Optionally Convertible Non-Cumulative Redeemable Preference Shares of Mahananda Spa and Resorts Private Limited for a cash consideration of INR 530 crores along with closing adjustments of INR 32.05 crores.
c The Company has subscribed to 0.01% Optionally Convertible Non-Cumulative Redeemable Preference Shares (OCNRPS) of face value of INR 10 with a premium of INR 466.41 each carrying coupon of 0.01% per annum issued by its wholly owned subsidiary i.e. Prolijune Lifesciences Private Limited (âProlijuneâ). Such shares shall be optionally convertible to the equity shares either fully or partly at the option of the issuer Company at any time during the tenure of OCNRPS in one or more tranches. At the time of conversion, each one (1) OCNRPS of face value of INR 10 each, will be entitled to one (1) equity share of face value of INR 10 each of Prolijune, or if OCNRPS is redeemed in cash, the redemption will be made at higher of the fair value of shares of Prolijune on the date of redemption or issue price of OCNRPS i.e. INR 476.41 for each OCNRPS. The tenure of OCNRPS shall be up to September 30, 2038.
d The Company has subscribed to 0.01% Optionally Convertible Non-Cumulative Redeemable Preference Shares (OCNRPS) of face value of INR 10 each carrying coupon of 0.01% per annum issued by its wholly owned subsidiary i.e. Appian Properties Private Limited (âAppianâ). Such shares shall be optionally convertible to the equity shares either fully or partly at the option of the issuer Company at any time during the tenure of OCNRPS in one or more tranches. At the time of conversion, each one (1) OCNRPS of face value of INR 10 each, will be entitled to one (1)
equity share of face value of INR 10 each of Appian, or if OCNRPS is redeemed in cash, the redemption will be made at higher of the fair value of shares of Appian on the date of redemption or issue price of OCNRPS i.e. INR 10 for each OCNRPS. The tenure of OCNRPS shall be up to April 12, 2038 and January 13, 2042.
e The Company has subscribed to 0.01% Optionally Convertible Non-Cumulative Redeemable Preference Shares (OCNRPS) of face value of INR 10 each carrying coupon of 0.01% per annum issued by its wholly owned subsidiary i.e. Mankind Prime Labs Private Limited (âPrime Labsâ). Such shares shall be optionally convertible to the equity shares either fully or partly at the option of the issuer Company at any time during the tenure of OCNRPS in one or more tranches. At the time of conversion, each one (1) OCNRPS of face value of INR 10 each, will be entitled to one (1) equity share of face value of INR 10 each of Prime Labs, or if OCNRPS is redeemed in cash, the redemption will be made at higher of the fair value of shares of Prime Labs on the date of redemption or issue price of OCNRPS i.e. INR 10 for each OCNRPS. The tenure of OCNRPS shall be up to March 31, 2041.
f The Company has subscribed to 0.01% Optionally Convertible Non-Cumulative Redeemable Preference Shares (OCNRPS) of face value of INR 10 each carrying coupon of 0.01% per annum issued by its wholly owned subsidiary i.e. Mankind Life Sciences Private Limited (âLife Sciencesâ). Such shares shall be optionally convertible to the equity shares either fully or partly at the option of the issuer Company at any time during the tenure of OCNRPS in one or more tranches. At the time of conversion, each one (1) OCNRPS of face value of INR 10 each, will be entitled to one (1) equity share of face value of INR 10 each of Life Sciences, or if OCNRPS is redeemed in cash, the redemption will be made at higher of the fair value of shares of Life Sciences on the date of redemption or issue price of OCNRPS i.e. INR 10 for each OCNRPS. The tenure of OCNRPS shall be up to November 30, 2041.
g The Company has subscribed to 0.01% Optionally Convertible Non-Cumulative Redeemable Preference Shares (OCNRPS) of face value of INR 10 each carrying coupon of 0.01% per annum issued by its wholly owned subsidiary i.e. Mankind Agritech Private Limited (âAgritechâ). Such shares shall be optionally convertible to the equity shares either fully or partly at the option of the issuer Company at any time during the tenure of OCNRPS in one or more tranches. At the time of conversion, each one (1) OCNRPS of face value of INR 10 each, will be entitled to one (1) equity share of face value of INR 10 each of Agritech, or if OCNRPS is redeemed in cash, the redemption will be made at higher of the fair value of shares of Agritech on the date of redemption or issue price of OCNRPS i.e. INR 10 for each OCNRPS. The tenure of OCNRPS shall be up to September 30, 2042.
h The Company has subscribed to 0.01% Optionally Convertible Non-Cumulative Redeemable Preference Shares (OCNRPS) of face value of INR 10 each carrying coupon of 0.01% per annum issued by its wholly owned subsidiary i.e. Mankind Petcare Private Limited (formerly known as Mankind Consumer Healthcare Private Limited) (âPetcareâ). Such shares shall be optionally convertible to the equity shares either fully or partly at the option of the issuer Company at any time during the tenure of OCNRPS in one or more tranches. At the time of conversion, each one (1) OCNRPS of face value of INR 10 each, will be entitled to one (1) equity share of face value of INR 10 each of Petcare, or if OCNRPS is redeemed in cash, the redemption will be made at higher of the fair value of shares of Petcare on the date of redemption or issue price of OCNRPS i.e. INR 10 for each OCNRPS. The tenure of OCNRPS shall be up to January 31, 2042.
i The Company has subscribed to 0.01% Optionally Convertible Non-Cumulative Redeemable Preference Shares (OCNRPS) of face value of INR 10 each carrying coupon of 0.01% per annum issued by its wholly owned subsidiary i.e. Mankind Consumer Products Private Limited (âConsumer Productsâ). Such shares shall be optionally convertible to the equity shares either fully or partly at the option of the issuer Company at any time during the tenure of OCNRPS in one or more tranches. At the time of conversion, each one (1) OCNRPS of face value of INR 10 each, will be entitled to one (1) equity share of face value of INR 10 each of Consumer Products, or if OCNRPS is redeemed in cash, the redemption will be made at higher of the fair value of shares of Consumer Products on the date of redemption or issue price of OCNRPS i.e. INR 10 for each OCNRPS. The tenure of OCNRPS shall be up to July 31, 2044.
j Pursuant to scheme of amalgamation, the Company has subscribed to 0.01% Optionally Convertible NonCumulative Redeemable Preference Shares (OCNRPS) of face value of INR 100 at a premium of INR 57.64 each carrying coupon of 0.01% per annum issued by its subsidiary i.e. Packtime Innovations Private Limited (âPacktimeâ)
by conversion of unsecured loan including interest thereon amounting to INR 23.64 crores. Such shares shall be optionally convertible to the equity shares either fully or partly at the option of the issuer Company at any time during the tenure of OCNRPS. At the time of conversion, each one (1) OCNRPS of face value of INR 100 each, will be entitled to one (1) equity share of face value of INR 100 each of Packtime, or if OCNRPS is redeemed in cash, the redemption will be made at higher of the fair value of shares of Packtime on the date of redemption or issue price of OCNRPS i.e. INR 157.64 for each OCNRPS. The tenure of OCNRPS shall be upto March 22, 2042.
k During the year, the wholly owned subsidiary Company, Broadway Hospitality Services Private Limited (âBroadwayâ)
converted loan advanced amounting to INR 22 crores to 66,525 0.01% Compulsorily Redeemable Preference Share ("CRPSâ) of face value of INR 10 each at a premium of INR 3,297 per CRPS, carrying coupon of 0.01% per annum (the dividend rights are non-cumulative). Such shares shall be mandatorily redeemable upon the expiry of the tenure unless the same have been redeemed at any time during its tenure at the discretion of the borrower. The redemption will be made at higher of the fair value of shares of Broadway on the date of redemption or issue price of CRPS i.e. INR 3,307 for each CRPS. The tenure of CRPS shall be up to July 31, 2044.
l Pursuant to scheme of amalgamation, the Company has subscribed to 1% unsecured Optionally Convertible Debentures (OCD) of face value of INR 100 each carrying coupon of 1% per annum issued by its subsidiary i.e. Packtime Innovations Private Limited (âPacktimeâ). Such OCD shall be optionally convertible to the equity shares fully or partly at the option of the issuer Company at any time during the tenure of OCD. At the time of conversion, each one (1) OCD of face value of INR 100 each, will be entitled to one (1) equity share of face value of INR 100 each of Packtime, or if OCD is redeemed in cash, the redemption will be made at face value of INR 100 each. The tenure of OCD shall be upto March 30, 2027.
m During the current year, the Company has subscribed to 3,636 (March 31, 2024: 13,497) equity shares of face value GBP 0.01 each at an average issue price of GBP 275 (March 31, 2024: GBP 222.26) per share issued by Actimed Therapeutics Limited.
n Investment in partnership firms and limited liability partnership firms are measured at cost, and are shown as net of contribution, drawings and share of profit/ loss for the respective year.
The Company has performed a detailed analysis to identify indicators of impairment in respect of its investment portfolio considering internal and external factors in accordance with Ind AS 36 "Impairment of assetsâ. The Company has allocated investments wherever indicators exist to its respective Cash Generating Unit (CGU) i.e. pharmaceutical and healthcare products, real estate and hospitality and performed impairment test to ascertain the recoverable amount. The recoverable amount is determined either based on value in use calculation or net selling price.
In respect of pharmaceutical CGU and one of the investments in hospitality CGU, management calculates value in use using a discounted cash flow method. The discounted cash flow calculations uses management assumptions and pre tax cash flow projections based on financed budgets approved by respective entities management covering a 5 to 8 years period. Cash flow projection beyond 5 to 8 years time period are extrapolated using the estimated growth rates which is consistent with forecasts included in industry reports specific to industry in which CGU operates. Management has determined following assumptions for impairment testing of investments in pharmaceutical CGU as stated below.
In respect rest of real estate and hospitality CGU, the recoverable amount is calculated using the direct comparison method. The fair value of investments has been determined by government approved valuer. The direct comparison approach involves a comparison of the properties to similar properties that have actually been sold in arms-length distance from properties or are offered for sale in the same region. This approach demonstrates what buyers have historically been willing to pay (and sellers willing to accept) for similar properties in an open and competitive market, and is particularly useful in estimating the value of the land and properties that are typically traded on
a unit basis. This approach leads to a reasonable estimation of the prevailing price. Given that the comparable instances are located in close proximity to the properties; these instances have been assessed for their locational comparative advantages and disadvantages while arriving at the indicative price assessment for properties. The fair value has been determined by government approved valuer. The main inputs used are the rental growth rates, expected vacancy rates, terminal yields and discount rates based on comparable transactions and industry data. All resulting fair value estimates are included in level 3. In respect of investment in real estate and hospitality, management has considered their fair value considering the direct comparison method.
Management determined budgeted gross margin based on past performance and its expectations of market development. The weighted average growth rates used are consistent with the forecasts included in industry reports. The calculations performed indicate that there is impairment of investments in some investments in real estate sector, hospitality sector and few pharma and pharma packing investments. Management has performed a sensitivity analysis with respect to changes in assumptions for assessment of value-in-use of Investments. Based on this analysis, management believes that adequate headroom is available and change in any of above assumption would not cause any material possible change in carrying value of unitâs CGU over and above its recoverable amount, other than those already accounted.
The Company has performed sensitivity analysis on the key assumptions by /- 2% for each of the assumptions used by the valuer and ensured that the valuation is appropriate and there is no further impairment.
a Includes bank deposits under lien amounting to INR 1.35 crores (March 31, 2024 : INR 5.47 crores) (including interest) marked with banks and are issued to various government authorities/ institutions as margin/ deposits for performance guarantee. It includes interest accrued and not due amounting to INR 1.75 crores (March 31, 2024 : INR Nil) on bank deposits other than under lien.
b Includes bank deposits under lien amounting to INR 16.31 crores (March 31, 2024 : INR 52.20 crores) (including
interest) marked with banks and are issued to various government authorities/ institutions as margin/ deposits for performance guarantee. It includes interest accrued and not due amounting to INR 7.02 crores (March 31, 2024 : INR 10.27 crores) on bank deposits other than under lien.
c During the year, certain bank deposits with remaining maturity of less than 12 months reclassified from other bank balances to other current financial assets. To facilitate comparability of information, the Company has reclassified the comparative figure on same basis. There is no change in total current assets, net current assets or any related ratios.
d I NR 2.92 crores as at March 31, 2024 is recoverable towards share issue expenses incurred in connection with initial public offer of equity shares has been settled during the current year ended March 31, 2025, in accordance with the Companies Act, 2013 and also as per the Offer Agreement entered between the Company and the selling shareholders.
a. I nventory write downs are recognised, considering the nature of inventory, estimated shelf life, ageing of inventory and actual scrapping of inventory as well as provisioning policy of the Company. Write downs of inventories amounted to INR 56.63 crores (March 31, 2024: INR 119 crores). These written down were included in the cost of raw material and components consumed and changes in inventories of finished goods, work-in-progress and stock in trade.
a. The Company has a property at Gurugram which is held for sale as the Company has entered into an agreement with the third party for sale of such property. Accordingly, the same has been recognised as held for sale and measured in accordance with Ind-AS 105 "Non Current Assets Held For Sale and Discontinued Operationsâ at lower of its carrying amount and fair value less cost to sell. The Company expects to complete the sale by September 30, 2025.
a. The average credit period to domestic customers ranges upto 21 days and to export customers upto 180 days. Our credit terms for government institutions are ranging from 90 to 120 days. No interest is charged on trade receivables upto the due date from the date of the invoice.
b. The Company has used a practical expedient by computing the expected credit loss allowance for trade receivables based on historical credit loss experience and adjusted for forward looking information.
c. No trade or other receivable are due from directors or other officers of the Company either severally or jointly with any other person. Nor any trade or other receivable are due from firms or private companies respectively in which any director is a partner, a director or a member apart from those mentioned below (refer note 42).
Mankind Pharma Limited t Annual Report 2024-25
Mankindlllk-
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Notes to the Standalone Financial Statements
All amounts are in INR crores unless otherwise stated
|
Particulars |
As at March 31, 2025 |
As at March 31, 2024 |
|
Next Wave (India) |
- |
0.00 |
|
Pathkind Diagnostics Private Limited |
0.02 |
0.01 |
|
Jagdish Chand Juneja Foundation |
- |
0.00 |
|
Intercity Corporate Towers LLP |
- |
0.00 |
|
Om Sai Pharma Pack |
- |
0.00 |
|
0.02 |
0.01 |
|
|
d. Movement in allowance for expected credit loss: |
||
|
Particulars |
Year ended March 31, 2025 |
Year ended March 31, 2024 |
|
Balance at the beginning of the year |
18.86 |
12.79 |
|
Provision for expected credit losses recognised during the year (refer note 34) |
0.10 |
6.07 |
|
Balance at the end of the year |
18.96 |
18.86 |
|
Cash and cash equivalents |
||
|
Particulars |
As at March 31, 2025 |
As at March 31, 2024 |
|
Balances with banks |
||
|
on current account |
65.05 |
127.84 |
|
in deposit account (with original maturity of 3 months or less) |
135.18 |
83.69 |
|
Cash on hand |
0.06 |
0.09 |
|
200.29 |
211.62 |
|
a. There are no restrictions with regard to cash and cash equivalents as at the end of the reporting period and prior period.
|
Particulars |
As at March 31, 2025 |
As at March 31, 2024 |
|
Fixed deposits with original maturity of more than three months but remaining maturity of less than twelve months |
105.58 |
272.26 |
|
105.58 |
272.26 |
a. Bank deposits includes interest accrued and not due on deposit account with banks amounting to INR 2.25 crores and INR 3.34 crores as at March 31, 2025 and as at March 31, 2024 resspectively.
b. Short-term deposits are made of varying periods between 3 to 12 months depending on the cash requirements of the Company and earn interest at the respective short-term deposits rates.
Notes to the Standalone Financial Statements
All amounts are in INR crores unless otherwise stated
|
Particulars |
As at March 31, 2025 |
As at March 31, 2024 |
|
Non-current |
||
|
(unsecured and considered good) |
||
|
Loan to related parties (refer note 42) (also refer note b below) |
9.46 |
8.74 |
|
9.46 |
8.74 |
|
|
Current |
||
|
(unsecured and considered good) |
||
|
Loan to related parties (refer note 42) (also refer note b below) |
8.15 |
37.72 |
|
Loan to employees |
2.47 |
2.27 |
|
(unsecured and considered doubtful) |
||
|
Loan to related party (refer note 42) |
19.34 |
19.34 |
|
Less: Impairment allowance for loan to related party (refer note (a) below) |
(19.34) |
(19.34) |
|
10.62 |
39.99 |
|
|
(a) Movement in impairment allowance for loan to related party |
||
|
Particulars |
Year ended March 31, 2025 |
Year ended March 31, 2024 |
|
Balance as at the beginning of the year |
19.34 |
- |
|
Provision recognised during the year |
- |
19.34 |
|
Balance as at the end of the year |
19.34 |
19.34 |
a. The loans classified as current are repayable on demand and management expected to realise within next financial year.
b. Loans are non-derivative financial assets which generate a fixed interest income @ 7.25% p.a. to 8% p.a. (March 31, 2024 : 7.25% p.a. to 8% p.a.),repayable by equated monthly installments.
c. During the year, the Company has assessed recoverability of loans given to subsidiaries. Considering the current financial position of the Company, on going market conditions in which the subsidiary operates and wherever required an impairment allowance has been made.
d. Break up of financial assets carried at amortised cost:
|
Particulars |
As at March 31, 2025 |
As at March 31, 2024 |
|
Trade receivables (current) |
894.67 |
769.04 |
|
Cash and cash equivalents (current) |
200.29 |
211.62 |
|
Other bank balances (current) |
105.58 |
272.26 |
|
Loans (current) |
10.62 |
39.99 |
|
Loans (non-current) |
9.46 |
8.74 |
|
Other financial assets (current) |
231.14 |
344.71 |
|
Other financial assets (non-current) |
146.16 |
18.37 |
e. The Company has not granted loans or advances in the nature of loans to promoters, directors, key managerial personnel (KMPs). Further, the Company has granted loans to its subsidiaries which are repayable on demand, that are:
The Company has only one class of equity shares having a par value of INR 1 per share. Each holder of equity shares is entitled to one vote per share. In the event of liquidation of the Company, holder of equity shares will be entitled to receive remaining assets of the Company after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
Retained earnings are the profits/(loss) that the Company has earned/incurred till date, less any transfers to general reserve, dividends or other distributions paid to shareholders. Retained earnings include re-measurement loss / (gain) on defined benefit plans, net of taxes that will not be reclassified to statement of profit and loss.
The amount that can be distributed by the Company as dividends to its equity shareholders, is determined based on the requirements of Companies Act, 2013. Thus, the amounts reported above are not distributable in entirety.
The negative capital reserve of INR 415.60 crores represents net assets transferred during the year ended March 31, 2019 in respect of the Companyâs leasing business to a related party, Appian Multiventures Private Limited (formerly known as Mankind Biosys Private Limited) in accordance with the scheme of demerger approved by the Honâble National Company Law Tribunal on May 18, 2018.
Nature of security of borrowings and other terms are as under:
The Company had issued rated, listed, secured, transferable, redeemable, non-convertible debentures (âNCDsâ) of a face value of INR 1,00,000 each by private placement in three series.
NCD Series 1- 1,25,000 NCDs, of the aggregate nominal value of up to INR 1,250 crores, carries interest at a rate of 7.99% p.a. payable semi annually and tenure of NCDs is 18 months and repayable on April 16, 2026.
NCD Series 2- 1,25,000 NCDs, of the aggregate nominal value of up to INR 1,250 crores, carries interest at a rate of 7.99% p.a. payable semi annually and tenure of NCDs is 24 months and repayable on October 16, 2026.
NCD Series 3- 2,50,000 NCDs, of the aggregate nominal value of up to INR 2,500 crores, carries interest at a rate of 7.97% p.a. payable semi annually and tenure of NCDs is 37 months and repayable on November 16, 2027.
NCDs are secured by exclusive pledge of shares and securities of Bharat Serums and Vaccines Limited acquired by the Company.
The Company has complied with all financial covenants as at the reporting date and there is no indication of any default or breach of these covenants. These covenants are tested semi-annually as per the terms of the debenture trust deed.
Packing credit facility obtained by Company from ICICI Bank and Kotak Mahindra Bank at rate of interest-4.89% p.a. to 5.33% p.a. (March 31, 2024 : Nil). These facilities are secured by following:-
(i) Exclusive charge on present and future inventory and book debts of Company.
Pursuant to scheme of amalgamation, cash credit facility availed to INR 30 crores (March 31, 2024 : INR 35 crores), outstanding at INR 29 crores (March 31, 2024 : 14.93 crores), rate of interest- 8.50% p.a. (March 31, 2024 : 8.50% p.a.) obtained from ICICI Bank (previous year from HDFC Bank) and INR 3.48 crores (March 31, 2024 : INR Nil), outstanding at INR 3.48 crores (March 31, 2024 : INR Nil), rate of interest- 8.50% p.a. (March 31, 2024 : Nil) obtained from Kotak Mahindra Bank, transferred to the Company are secured by way of following of JPR Labs Private Limited (transferor Company), (refer note 49):
i) Hypothecation by way of first and exclusive charges on all present and future current assets inclusive of stocks and book debts of JPR Labs Private Limited (transferor Company).
Pursuant to scheme of amalgamation, loan to INR 10 crores (March 31, 2024 : INR Nil), outstanding at INR 6.26 crores (March 31, 2024 : INR Nil), rate of interest- 8.50% p.a. (March 31, 2024 : Nil) obtained from ICICI Bank for capital expenditure and loan against property obtained from HDFC Bank, outstanding at INR 1.87 crores (March 31, 2024 : INR Nil), transferred to the Company are secured by way of following of JPR Labs Private Limited (transferor company). (refer note 49):
i) Hypothecation by way of first and exclusive charges on all present and future current assets inclusive of stocks and book debts of JPR Labs Private Limited (transferor company).
ii) Equitable mortgage of the self occupied properties at Plot no. 74/A, Pharma City, Thanam Village, Parwada Mandal, Vishakhapatnam.
(e) Commercial papers:
The Company had issued rated, listed, transferable, rupee denominated commercial paper (CP) having a face value of INR 5,00,000 each in three series:
CP Series 1- 60,000 CPs, of the aggregate nominal value of up to INR 3,000 crores, carries upfront discount at a rate of 7.45% p.a. and tenure of CPs is 91 days and fully repaid during the current year on January 16, 2025.
CP Series 2- 10,000 CPs, of the aggregate nominal value of up to INR 500 crores, carries upfront discount at a rate of 7.65% p.a. and tenure of CPs is 182 days and was repaid on April 17, 2025.
CP Series 3- 30,000 CPs, of the aggregate nominal value of up to INR 1,500 crores, carries upfront discount at a rate of 7.85% p.a. and tenure of CPs is 365 days and is repayable on October 17, 2025.
a. During the year ended March 31, 2025, the Company has reassessed presentation of outstanding employee salaries and wages, which were previously presented under âTrade payablesâ within âCurrent financial liabilitiesâ. In line the recent opinion issued by the Expert Advisory Committee (EAC) of the Institute of Chartered Accountants of India (ICAI) on the âClassification and Presentation of Accrued Wages and Salaries to Employeesâ, the Company has concluded that presenting such amounts under âOther financial liabilitiesâ, within âCurrent financial liabilitiesâ, results in improved presentation and better reflects the nature of these obligations. Accordingly, amounts aggregating to INR 368.17 crores as at March 31, 2025 (March 31, 2024 : INR 325.74 crores), previously classified under âTrade payablesâ, have been reclassified under the head âOther financial liabilitiesâ. Both line items form part of the main heading âFinancial liabilitiesâ.
b. As at March 31, 2024, Other payables includes outstanding balance of share issue expenses payable to the selling shareholders.
The average credit period to domestic customers ranges upto 21 days and to export customers upto 180 days. Our credit terms for government institutions are typically ranging from 90 to 120 days. No interest is charged on trade receivables upto the due date from the date of the invoice.
Contract liabilities consist of short-term advances received against supply of goods to customer. Such advances are adjusted against supply of goods within a range of 3 months from the reporting date and the revenue is recognised out of the contract liabilities.
Sales of goods: The performance obligation is satisfied when control of the goods are transferred to the customers based on the contractual terms. Payment terms with customers vary depending upon the contractual terms of each contract.
Sales of services: The performance obligation in respect of professional services is satisfied over a period of time and acceptance of the customer. In respect of these services, payment is generally due upon completion of services.
|
36 Contingent liabilities and commitments (to the extent not provided for) A. Contingent liabilities (a) Claims against the Company not acknowledged as debts |
||
|
Particulars |
As at March 31, 2025 |
As at March 31, 2024 |
|
i. Goods and Service Tax including Sales Tax (paid under protest INR 0.08 crores (March 31, 2024 : INR 0.07 crores) |
24.66 |
0.99 |
|
ii. Income tax demands on various matters (paid under protest INR 31.11 crores (March 31, 2024 : INR 31.68 crores) |
810.02 |
95.93 |
|
(b) Particulars |
As at March 31, 2025 |
As at March 31, 2024 |
|
Contingent in respect of input credit availed under GST Act (refer note (iii) below) |
- |
8.05 |
There are some litigations filed against the Company on account of design, trademarks and patent infringements, labour matters etc. relating to conduct of its business. These cases are at various stage of proceedings and the extent of claim or damages is indeterminate at this stage. The Company is contesting these cases and based on views of internal legal counsel and in consultation with external legal counsel representing the Company, it believes there is no liability which would devolve over the Company in respect of such cases and believes its position will be upheld in the jurisdictional authorities as at close of respective financial year. The Company has also filed certain cases in nature of recovery suit, cases under Section 138 of the Negotiable Instrument Act, 1881, trademark infringement etc. The Company is pursuing these cases and have made adequate accrual for allowance for doubtful debts in respect of such cases, wherever considered necessary.
During the financial year 2023-24, the Income Tax Department ("the departmentâ) conducted a search under section 132 of the Income Tax Act, 1961 ("the Actâ) at Companyâs registered office, corporate office, few of its manufacturing locations, residence of few of its employees / key managerial personnel, other premises and few of its group entities. During the search proceedings, the Company provided necessary information and responses to the department. Also, certain documents, data backups and other information were also taken by the department for further investigation. Consequent to search proceedings initiated during the financial year 2023-24, the Income Tax Department ("the departmentâ) issued notices under section 148 of the Act which required the Company to furnish income tax returns (ITR) in response thereto for the Assessment Years for which notices were issued. The Company in response to such notices, furnished the requisite ITR/computation of Income, as applicable.
Subsequent to above, the Company received notices under section 143(2)/142(1) of the Act which required the Company to submit certain documents/information in response thereto for the Assessment Years for which notices were issued. The Company duly submitted details for all the years for which the notices were issued.
Recently the orders for all the relevant assessment years have duly been received wherein adjustments have been made to disallow (either fully or partially) certain expenditure aggregating to INR 1,534.40 crores u/s 37(1) of the Act, INR 257.13 crores being partial disallowance of the deduction claimed by the Company u/s 80IC/80IE of the Act and INR 34.13 crores under other miscellaneous sections. The Company basis a detailed assessment of the above said orders is of the view that these orders do not capture the impact of expenditure already considered as a disallowance in the return of income already filed (original/revised) and corresponding taxes paid thereon.
The Company believes that the demand raised in the orders passed is not tenable in law as there are adequate factual and legal grounds to substantiate its position in appeals against the said orders. The Company has already initiated the process of filing appeals against the orders received for the respective assessment years with the relevant tax authorities. Additionally, the management basis its assessment of the matter and based on opinion obtained from its tax consultant is of the view that there are no adjustments that will have any material impact on these financials statements or operations of the Company in respect of the above-said orders.
Notes:
(i) Claims / suits filed against the Company not acknowledged as debts which represents various legal cases filed against the Company. The Company has disclaimed the liability and defending the action. The Company has been advised by its legal counsel that its position is likely to be upheld in the litigation process and accordingly no provision for any liability has been made in the financial statements.
(ii) The Company is contesting the demands of income tax, sales tax and Goods and Service tax, and the management, including its tax advisors, believe that its position will likely be upheld in the appellate process. The management believes that the ultimate outcome of this proceeding will not have a material adverse effect on the Company financial position and results of operations.
(iii) I n the previous year, contingencies in respect of input credit availed under GST pertained to credits claimed by the Company in earlier years, which were subsequently paid to the GST authorities pursuant to an audit conducted by the Office of the Commissioner, Central GST Audit, Gurugram.
|
B. Commitments |
||
|
Particulars |
As at March 31, 2025 |
As at March 31, 2024 |
|
(i) Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances March 31, 2025: INR 28.66 crores and March 31, 2024: INR 17.76 crores) excluding capital advances fully provided (refer note 11) |
173.50 |
189.07 |
|
(ii) The Company has issued corporate guarantees to banks on behalf of and in respect of fund and non fund based credit facilities availed by its subsidiaries / group companies in accordance with the policy of the Company. (refer note 44) |
358.63 |
142.03 |
(i) The Company has a secured working capital demand loan facility from Citibank N.A. amounting to INR 295 crores (March 31, 2024: INR 295 crores). This loan is secured by way of first pari passu hypothecation charge on current assets (book debts), both present and future of the Company. An amount of INR 295 crores (March 31, 2024: INR 295 crores) remains undrawn as at the year end.
(ii) The Company has a secured working capital demand loan facility of INR 300 crores (March 31, 2024: INR Nil) from State Bank of India. This loan is secured by way of first pari passu hypothecation charge on current assets (stocks and book debts & receivables) of the Company. An amount of INR 300 crores (March 31, 2024: INR Nil) remains undrawn as at the year end.
(iii) The Company has a secured working capital demand loan facility of INR 250 crores (March 31, 2024: INR 250 crores) from HDFC Bank. This loan is secured by way of first pari passu charge on stock in trade and book debts of the Company. An amount of INR 250 crores (March 31, 2024: INR 250 crores) remains undrawn as at the year end.
(iv) Pursuant to scheme of amalgamation, The Company has a secured working capital demand loan facility of INR 50 crores (March 31, 2024: INR 50 crores) from HDFC Bank. This loan is secured by way of first pari passu
charge on stocks and book debts of the Company. An amount of INR 50 crores (March 31, 2024: INR 35.07 crores) remains undrawn as at the year end.
(v) The Company has a secured working capital demand loan facility of INR 170 crores (March 31, 2024: INR 170 crores) from Kotak Mahindra Bank. This loan is secured by the way of first pari-passu hypothecation charge on all existing and future current assets of the Company. An amount of INR 127.27 crores (March 31, 2024: INR 170 crores) remains undrawn as at the year end.
(vi) Pursuant to scheme of amalgamation, The Company has a secured working capital demand loan facility/ overdraft facility against fixed deposit (OD against FD) of INR 5.50 crores (March 31, 2024: INR Nil) from Kotak Mahindra Bank. This loan is secured by the way of first pari-passu hypothecation charge on all existing and future current assets of the Company and lien shall be marked on the FD till such time as the obligation under overdraft facility is fully satisfied. An amount of INR 2.02 crores (March 31, 2024: INR Nil) remains undrawn as at the year end.
(vii) The Company has a secured overdraft facility of INR 200 crores from ICICI Bank (March 31, 2024: INR 180 crores) for working capital requirement. This loan is secured by way of first pari passu hypothecation charge on stock and book debts, both present and future of the Company. An amount of INR 93.20 crores (March 31, 2024: INR 180 crores) remains undrawn as at the year end.
(viii) Pursuant to scheme of amalgamation, The Company has a secured overdraft facility of INR 40 crores from ICICI Bank (March 31, 2024: INR Nil) for working capital requirement. This loan is secured by way of first pari passu hypothecation charge on all current assets, both present and future of the Company. An amount of INR 4.74 crores (March 31, 2024: INR Nil) remains undrawn as at the year end.
(ix) The Company had a secured working capital facility from HDFC Bank amounting to INR Nil (March 31, 2024: INR 10 crores) and secured by way of exclusive first charge on the current assets of the Company. An amount of INR Nil (March 31, 2024: INR 10 crores) remains undrawn as at year end and the Company closed the facility during the current year.
There are no restrictions with regard to above undrawn borrowing facility as at the end of the reporting period
and prior period.
D. The Company did not have any long term contracts including derivative contracts for which there were any material
foreseeable losses.
a. Deferred government grant includes assistance in the form of duty benefit availed under Export Promotion Capital Goods (EPCG) Scheme on import of property, plant and equipment accounted for as government grant and being amortised over the period of contractual obligation.
b. Government grant receivable includes assistance in the form of export incentives under Foreign Trade Policy and budgetary support in respect of GST paid as per the notification dated October 15, 2017, Ministry of Commerce & Industry Department of Industrial Policy and Promotions.
Disclosures pursuant to Ind AS - 19 "Employee Benefitsâ are given below :
The Companyâs contribution to the Employees Provident Fund is deposited with the Regional Provident Fund Commissioner for qualifying employees. Under the scheme, the Company is required to contribute a specified percentage of payroll cost to the retirement benefit plan to fund the benefits.
The Company recognised INR 93.23 crores (March 31, 2024 : INR 89.19 crores), including INR 2.47 crores (March 31, 2024 : INR 4.60 crores) related to discontinued operations, towards Provident Fund, Employee State Insurance, National Pension Scheme and others contribution in the statement of profit and loss. The contribution payable to the plan by the Company is at the rate specified in rules to the scheme.
Honâble Supreme Court of India vide its judgement dated February 28, 2019 on Provident Fund required the Companies to include allowances for the purpose of PF contribution. Subsequently, the Company vide assessment letter no. 28212 dated August 04, 2020 received from Employees Provident Fund Organisation wherein the provident fund department has completed their assessment for FY 2015-16 to FY 2019-20. Hence, the Company is of the view, that there is no further liability on account of the Judgement.
The Code on Social Security, 2020 (âCodeâ) relating to employee benefits during employment and post employment benefits received Presidential assent in September 2020. The Code has been published in the Gazette of India. Certain sections of the Code came into effect on May 03, 2024. However, the final rules/ interpretation have not yet been issued. Based on a preliminary assessment, the Company believes the impact of the change will not be significant.
In accordance with the Payment of Gratuity Act of 1972, the Company contributes to a defined benefit plan ("the Gratuity Planâ). The gratuity plan provides a lump sum payment to vested employees at retirement, withdrawal, resignation and death of an employee. The gratuity liability is calculated on the basis of fifteen days salary (i.e. last drawn basic salary) for each completed year of service subject to completion of four years and two hundred and forty days in service.
Based on actuarial valuations conducted as at year end, a provision is recognised in full for the benefit obligation over and above the funds held in the gratuity plan.
In accordance with Payment of Gratuity Act, 1972, the Company contributes to a defined benefit plan ("the gratuity planâ) run by Mankind Pharma Private Limited Employees Gratuity Trust Fund, Lifestar Pharma Private Limited Employees Group Gratuity Scheme and Magnet Labs Private Limited Employees Group Gratuity Cum Life Assurance Scheme ("the trustsâ). The trusts has taken a Group Gratuity Scheme which is administered by Life Insurance Corporation ("LICâ) of India and Bajaj Allianz Life Insurance Company Limited.
Risks associated with the plan provisions are actuarial risks. These risks are:- (i) investment risk, (ii) interest rate risk (discount rate risk), (iii) mortality risk and (iv) salary growth risk.
|
Investment risk |
The present value of the defined benefit plan liability is calculated using a discount rate determined by reference to government bonds yield. If plan liability is funded and return on plan assets is below this rate, it will create a plan deficit. |
|
Interest rate risk (discount rate risk) |
A decrease in the bond interest rate (discount rate) will increase the plan liability. |
|
Mortality risk |
The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants. For this report we have used Indian Assured Lives Mortality (2012-14) ultimate table. A change in mortality rate will have a bearing on the planâs liability. |
|
Salary growth risk |
The present value of the defined benefit plan liability is calculated with the assumption of salary increase rate of plan participants in future. Deviation in the rate of increase of salary in future for plan participants from the rate of increase in salary used to determine the present value of obligation will have a bearing on the planâs liability. |
The most recent actuarial valuation of the plan assets and the present value of the defined benefit obligation were carried out as at March 31, 2025. The present value of defined benefit obligation, and the related current service cost and past service cost, were measured using the projected unit credit method.
1 The discount rate is based on the prevailing market yields of Indian government securities as at the balance sheet date for the estimated term of obligations.
2 The expected return is based on the expectation of the average long term rate of return expected on investments of the fund during the estimated term of the obligations.
3 The estimates of future salary increases considered takes into account the inflation, seniority, promotion and other relevant factors.
The plan assets of the Company managed through trusts namely Mankind Pharma Private Limited Employees Gratuity Trust Fund, Lifestar Pharma Private Limited Employees Group Gratuity Scheme and Magnet Labs Private Limited Employees Group Gratuity Cum Life Assurance Scheme ("the trustsâ). The trusts have taken group gratuity scheme which is administered by Life Insurance Corporation (âLICâ) of India and Bajaj Allianz Life Insurance Company Limited. The plan assets of the Company are managed through the trusts. The details of investments relating to these assets are not shown by them. Hence, the composition of each major category of plan assets, the percentage or amount that each major category constitutes to the fair value of the total plan assets has not been disclosed.
f. Sensitivity analysis
Significant actuarial assumptions for the determination of the defined benefit obligation are discount rate and expected salary increase. The sensitivity analysis below have been determined based on reasonably possible changes of the assumptions occurring at the end of the reporting year, while holding all other assumptions constant.
The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.
Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same as that applied in calculating the defined benefit liability recognised in the balance sheet.
There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years.
For the purposes of Companyâs capital management, capital includes equity attributable to the equity holders of the Company and all other equity reserves. The primary objective of the Companyâs capital management is to safeguard its ability to continue as
Mar 31, 2024
1. During the year ended March 31, 2024 additions to plant and equipments includes INR 1,437.82 lacs (March 31, 2023 : INR 434.34 lacs) on account of government assistance in the form of the duty benefit availed under Export Promotion Capital Goods (EPCG) Scheme on import of plant and equipments. Closing balance of Capital work-inprogress as at March 31, 2024 include INR 524.27 lacs (as at March 31, 2023 : INR 1,678.45 lacs) for this benefit.
2. Capital work in progress as at March 31, 2024 includes assets under construction at various plants, head office and production lines which are pending installation. There are no projects which have either exceeds their budget or whose timelines have been deferred.
3. Disclosure of contractual commitments for the acquisition of property, plant and equipment has been provided in note 35.
4. The Company undisputedly possesses the title deeds for all immovable properties held by the Company, presented under ''Freehold land'' and ''Buildings'' in the above schedule.
5. Transfer represents assets capitalised from capital work-in-progress.
Investment property represents, land and building in Uttarakhand. The said premise is held to earn rentals and capital appreciation. Fair Value Hierarchy
The Company has no restrictions on the realisability of its investment property and no contractual obligation to purchase, construct or develop or for repair & maintenance.
The Company obtains independent valuations of its investment properties as at the year end. The fair value of the investment properties have been derived using the Direct Comparison Method. The direct comparison method involves a comparison of the investment properties to similar properties that have actually been sold on arms-length basis or are offered for sale in the same region. This approach demonstrates what buyers have historically been willing to pay (and sellers willing to accept) for similar properties in an open and competitive market, and is particularly useful in estimating the value of the land and properties that are typically traded on a unit basis. This approach leads to a reasonable estimation of the prevailing price. Given that the comparable instances are located in close proximity to the investment properties; these instances have been assessed for their locational comparative advantages and disadvantages while arriving at the indicative price assessment for investment properties.
These valuations are based on valuations performed by an accredited independent valuer who is a specialist in valuing these types of investment properties and is a registered valuer as defined under rule 2 of Companies (Registered Valuers and Valuation) Rules, 2017. A valuation model in accordance with that recommended by the International Valuation Standards Committee has been applied.
Further the Company has performed sensitivity analysis on the assumptions used by the valuer and ensured that the valuation of investment property is appropriate.
The Company undisputedly possesses the title deeds for all properties held by the Company, presented under ''freehold land and Building'' in the above schedule.
1. There are no projects as intangible assets under development as at March 31, 2024 and March 31, 2023, whose completion is overdue or cost of which has exceeded in comparison to its original plan.
2. Intangible assets under development as at March 31, 2024 and March 31, 2023 includes software''s being developed internally.
3. Transfer represents assets capitalised from intangible assets under development.
a) This note provide information for leases where the Company is a lessee. The Company leases various offices, warehouse and has taken Land on long term lease from government authorities ranging from 66 to 99 years. The leases for offices and warehouses are typically for 5 to 6 years with mutually exercisable extension option at the end of term.
f) The Company does not face a significant liquidity risk with regard to its lease liabilities as the current assets are sufficient to meet the obligations related to lease liabilities as and when they fall due.
g) The Company has applied a single discount rate to a portfolio of leases of a similar assets in similar economic environment with similar end date.
a Capital contribution in Lifestar Pharma LLC has been contributed solely (i.e. 100%) by the Company. In terms of agreement, the non-controlling interest of 10% is restricted to profit sharing only subject to complete repayment of 100 % capital contribution made by Mankind Pharma Limited.
b During the previous year, the wholly owned subsidiary Company, JPR Labs Private Limited converted loan advanced amounting to INR 5,000 lacs to 91,97,940 equity shares of INR 10 each vide resolution of Board of Directors of the Company dated March 17, 2023 and resolution of Board of Directors of subsidiary Company dated March 18, 2023.
c The Company has subscribed to Optionally Convertible Non-Cumulative Redeemable Preference Shares of INR 10 each carrying coupon of 0.10% per annum issued by its wholly owned subsidiary i.e. Jaspack Industries Private Limited
(âJaspackâ). Such shares shall be optionally convertible to the equity shares at the option of the shareholders at the end of one year, unless decided by the Board of Directors of the Jaspack to convert at an early date from the date of allotment. At the time of conversion, every one (1) preference share of face value of INR 10/- each, will be entitled to one (1) equity share of face value of INR 10/- each of Jaspack. The tenure of Optionally Convertible Non-Cumulative Redeemable Preference Shares will be upto March 27, 2035. The preference shares can be redeemed at face value of INR 10/- per share at any point of time.
d The Company had subscribed to Optionally Convertible Non-Cumulative Redeemable Preference Shares (OCNRPS) of INR 10 each carrying coupon of 0.01% per annum issued by its wholly owned subsidiary i.e. Mahananda Spa and Resorts Private Limited (âMahanandaâ). Such shares shall be optionally convertible to the equity shares either fully or partly at the option of the issuer Company at any time during the tenure of OCNRPS in one or more tranches. At the time of conversion, each one (1) OCNRPS of face value of INR 10/- each, will be entitled to one (1) equity share of face value of INR 10/- each of Mahananda, or if OCNRPS is redeemed in cash, the redemption will be made at higher of the fair value of shares of Mahananda on the date of redemption or Issue price of OCNRPS i.e. INR. 10/- for each OCNRPS. The tenure of Optionally Convertible Non-Cumulative Redeemable Preference Shares shall be up to September 30, 2038.
e The Company has subscribed to Optionally Convertible Non-Cumulative Redeemable Preference Shares (OCNRPS) of face value of INR 10/- with a premium of INR 466.41/- each carrying coupon of 0.01% per annum issued by its wholly owned subsidiary i.e. Prolijune Life science Private Limited (âProlijuneâ). Such shares shall be optionally convertible to the equity shares either fully or partly at the option of the issuer Company at any time during the tenure of OCNRPS in one or more tranches. At the time of conversion, each one (1) OCNRPS of face value of INR 10/- each, will be entitled to one (1) equity share of face value of INR 10/- each of Prolijune, or if OCNRPS is redeemed in cash, the redemption will be made at higher of the fair value of shares of Prolijune on the date of redemption or Issue price of OCNRPS i.e. INR 476.41 /- for each OCNRPS. The tenure of Optionally Convertible Non-Cumulative Redeemable Preference Shares shall be up to September 30, 2038.
f The Company has subscribed to Optionally Convertible Non-Cumulative Redeemable Preference Shares (OCNRPS) of face value of INR 10/- with a premium of INR 225/- each carrying coupon of 0.01% per annum issued by its wholly owned subsidiary i.e. JPR Labs Private Limited (âJPRâ). Such shares shall be optionally convertible to the equity shares either fully or partly at the option of the issuer Company at any time during the tenure of OCNRPS in one or more tranches. At the time of conversion, each one (1) OCNRPS of face value of INR 10/- each, will be entitled to one (1) equity share of face value of INR 10/- each of JPR, or if OCNRPS is redeemed in cash, the redemption will be made at higher of the fair value of shares of JPR on the date of redemption or Issue price of OCNRPS i.e. INR 235 /- for each OCNRPS. The tenure of Optionally Convertible Non-Cumulative Redeemable Preference Shares shall be up to September 30, 2038.
g The Company has subscribed to Optionally Convertible Non-Cumulative Redeemable Preference Shares (OCNRPS) of face value of INR 10/- each carrying coupon of 0.01% per annum issued by its wholly owned subsidiary i.e. Appian Properties Private Limited (âAppianâ). Such shares shall be optionally convertible to the equity shares either fully or partly at the option of the issuer Company at any time during the tenure of OCNRPS in one or more tranches. At the time of conversion, each one (1) OCNRPS of face value of INR 10/- each, will be entitled to one (1) equity share of face value of INR 10/- each of Appian, or if OCNRPS is redeemed in cash, the redemption will be made at higher of the fair value of shares of Appian on the date of redemption or Issue price of OCNRPS i.e. INR 10 /- for each OCNRPS. The tenure of Optionally Convertible NonCumulative Redeemable Preference Shares shall be up to September 30, 2038.
h The Company has subscribed to Optionally Convertible Non-Cumulative Redeemable Preference Shares (OCNRPS) of face value of INR 10/- each carrying coupon of 0.01% per annum issued by its wholly owned subsidiary i.e. Mankind Prime Labs Private Limited (âPrime Labsâ). Such shares shall be optionally convertible to the equity shares either fully or partly at the option of the issuer Company at any time during the tenure of OCNRPS in one or more tranches. At the time of conversion, each one (1) OCNRPS of face value of INR 10/- each, will be entitled to one (1) equity share of face value of INR 10/- each of Prime Labs, or if OCNRPS is redeemed in cash, the redemption will be made at higher of the fair value of shares of Prime Labs on the date of redemption or Issue price of OCNRPS i.e. INR 10 /- for each OCNRPS. The tenure of Optionally Convertible Non-Cumulative Redeemable Preference Shares shall be up to March 31, 2041.
i The Company has subscribed to Optionally Convertible Non-Cumulative Redeemable Preference Shares (OCNRPS) of face value of INR 10/- each carrying coupon of 0.01% per annum issued by its wholly owned subsidiary i.e. Mankind Life
Sciences Private Limited (âLife Scienceâ). Such shares shall be optionally convertible to the equity shares either fully or partly at the option of the issuer Company at any time during the tenure of OCNRPS in one or more tranches. At the time of conversion, each one (1) OCNRPS of face value of INR 10/- each, will be entitled to one (1) equity share of face value of INR 10/- each of Life Science, or if OCNRPS is redeemed in cash, the redemption will be made at higher of the fair value of shares of Life Science on the date of redemption or Issue price of OCNRPS i.e. INR 10 /- for each OCNRPS. The tenure of Optionally Convertible Non-Cumulative Redeemable Preference Shares shall be up to November 30, 2041.
j The Company has subscribed to Optionally Convertible Non-Cumulative Redeemable Preference Shares (OCNRPS) of face value of INR 10/- each carrying coupon of 0.01% per annum issued by its wholly owned subsidiary i.e. Mankind Agritech Private Limited (âAgritechâ). Such shares shall be optionally convertible to the equity shares either fully or partly at the option of the issuer Company at any time during the tenure of OCNRPS in one or more tranches. At the time of conversion, each one (1) OCNRPS of face value of INR 10/- each, will be entitled to one (1) equity share of face value of INR 10/- each of Life Science, or if OCNRPS is redeemed in cash, the redemption will be made at higher of the fair value of shares of Life Science on the date of redemption or Issue price of OCNRPS i.e. INR 10 /- for each OCNRPS. The tenure of Optionally Convertible Non-Cumulative Redeemable Preference Shares shall be up to September 30, 2042.
k The Company has subscribed to Optionally Convertible Non-Cumulative Redeemable Preference Shares (OCNRPS) of face value of INR 10/- each carrying coupon of 0.01% per annum issued by its wholly owned subsidiary i.e. Mankind Consumer Healthcare Private Limited (âConsumerâ). Such shares shall be optionally convertible to the equity shares either fully or partly at the option of the issuer Company at any time during the tenure of OCNRPS in one or more tranches. At the time of conversion, each one (1) OCNRPS of face value of INR 10/- each, will be entitled to one (1) equity share of face value of INR 10/- each of Life Science, or if OCNRPS is redeemed in cash, the redemption will be made at higher of the fair value of shares of Life Science on the date of redemption or Issue price of OCNRPS i.e. INR 10 /- for each OCNRPS. The tenure of Optionally Convertible Non-Cumulative Redeemable Preference Shares shall be up to January 30, 2042.
l During the current year, the Company has subscribed to 13,497 (March 31, 2023: 13,334) equity shares of face value GBP 0.01 each at an average issue price of GBP 222.26 (March 31, 2023: GBP 150) per share issued by Actimed Therapeutics Limited.
m Investment in partnership firms are measured at cost, and are shown as net of contribution, drawings and share of profit/ loss for the respective year.
n Following are the details of investments in partnership firms disclosing their capital and share of profit/ (loss) as at March 31, 2024 and March 31, 2023.
The Company has performed a detailed analysis to identify indicators of impairment in respect of its investment portfolio considering internal and external factors in accordance with Ind-AS 36 - Impairment of assets. The Company has allocated investments wherever indicators exist to its respective Cash Generating Unit (CGU) i.e. Pharmaceutical and healthcare products, Real estate and hospitality and performed impairment test to ascertain the recoverable amount. The recoverable amount is determined either based on value in use calculation or net selling price.
In respect of pharmaceutical CGU and one of the investments in hospitality CGU, management calculates value in use using a discounted cash flow method. The discounted cash flow calculations uses management assumptions and pre tax cash flow projections based on financed budgets approved by respective entities management covering a 5 to 8 years period. Cash flow projection beyond 5 to 8 years time period are extrapolated using the estimated growth rates which is consistent with forecasts included in industry reports specific to industry in which CGU operates. Management has determined following assumptions for impairment testing of investments in pharmaceutical CGU as stated below.
In respect rest of real estate and hospitality CGU, the recoverable amount is calculated using the Direct Comparison Method. The fair value of investments has been determined by Government approved valuer. The direct comparison approach involves a comparison of the properties to similar properties that have actually been sold in arms-length distance from properties or are offered for sale in the same region. This approach demonstrates what buyers have historically been willing to pay (and sellers willing to accept) for similar properties in an open and competitive market, and is particularly useful in estimating the value of the land and properties that are typically traded on a unit basis. This approach leads to a reasonable estimation of the prevailing price. Given that the comparable instances are located in close proximity to the properties; these instances have been assessed for their locational comparative advantages and disadvantages while arriving at the indicative price assessment for properties. The fair value has been determined by Government approved valuer. The main inputs used are the rental growth rates, expected vacancy rates, terminal yields and discount rates based on comparable transactions and industry data. All resulting fair value estimates are included in level 3. In respect of investment in real estate and hospitality, management has considered their fair value considering the Direct comparison method.
Management determined budgeted gross margin based on past performance and its expectations of market development. The weighted average growth rates used are consistent with the forecasts included in industry reports. The calculations performed indicate that there is impairment of investments in some investments in real estate sector, hospitality sector and few pharma and pharma packing investments. Management has performed a sensitivity analysis with respect to changes in assumptions for assessment of value-in-use of Investments. Based on this analysis, management believes that adequate headroom is available and change in any of above assumption would not cause any material possible change in carrying value of unit''s CGU over and above its recoverable amount, other than those already accounted.
The Company has performed sensitivity analysis on the key assumptions by /- 2% for each of the assumptions used by the valuer and ensured that the valuation is appropriate and there is no further impairment.
a Bank deposits are lien marked with banks and are issued to various government authorities/ institutions as margin/ deposits for performance guarantee.
b During the previous year ended March 31, 2023, the Company had incurred share issue expenses in connection with proposed public offer of equity shares amounting INR 4,043.58 lacs. In accordance with the Companies Act, 2013 (âthe Actâ) and also as per the Offer Agreement entered between the Company and the selling shareholders, the selling shareholders shall reimburse the share issue expenses in proportion to the respective shares offered for sale. Accordingly, the Company has recovered the expenses incurred in connection with the Issue on completion of Initial Public Offer (IPO) except amounting to INR 291.71 Lacs which are yet to be settled with the selling shareholders on account of IPO expenses and is held in share escrow account. The entire amount has been disclosed under this head.
a. Inventory write downs are recognised, considering the nature of inventory, estimated shelf life, ageing of inventory and actual scrapping of inventory as well as provisioning policy of the Company. Write downs of inventories amounted to INR 10,875.86 lacs (March 31, 2023: INR 12,787.52 lacs). These written down were included in the cost of raw material and components consumed and changes in inventories of finished goods, work in progress and stock in trade.
a. The Company has a property at Gurugram which is held for sale as the Company has entered into an agreement with the third party for sale of such property. Accordingly, the same has been recognised as held for sale and measured in accordance with Ind-AS 105 âNon Current Assets Held For Sale and Discontinued Operationsâ at lower of its carrying amount and fair value less cost to sell. The Company expects to complete the sale by September 30, 2024.
b. The Company had a Land at Meerut, which is held for sale as the Company has entered into an agreement with the third party for sale. Accordingly, the same has been recognised as held for sale as at March 31, 2023, and measured in accordance with Ind-AS 105 âNon Current Assets Held For Sale and Discontinued Operationsâ at lower of its carrying amount and fair value less cost to sell. The said land has been sold during the current year.
a. The average credit period to domestic customers ranges upto 21 days and to export customers upto 180 days. Our credit terms for government institutions are ranging from 90 to 120 days. No interest is charged on trade receivables upto the due date from the date of the invoice.
b. The Company has used a practical expedient by computing the expected credit loss allowance for trade receivables based on historical credit loss experience and adjusted for forward looking information.
c. No trade or other receivable are due from directors or other officers of the company either severally or jointly with any other person. Nor any trade or other receivable are due from firms or private companies respectively in which any director is a partner, a director or a member apart from those mentioned below (refer note 41).
a. Bank deposits includes interest accrued and not due on deposit account with banks amounting to INR 1,618.29 lacs and INR 74.58 lacs as at March 31, 2024 and as at March 31, 2023 respectively.
b. Short-term deposits are made of varying periods between 3 to 12 months depending on the cash requirements of the Company and earn interest at the respective short-term deposits rates.
c. Fixed deposits are lien marked with banks issued to various government authorities/ institutions as margin/ deposits for performance guarantee.
a. The loans classified as current are repayable on demand and management expected to realise within next financial year.
b. Loans are non-derivative financial assets which generate a fixed interest income @ 7.25% p.a. (March 31, 2023 : Nil).
The Company has only one class of equity shares having a par value of INR 1 per share. Each holder of equity shares is entitled to one vote per share. In the event of liquidation of the Company, holder of equity shares will be entitled to receive remaining assets of the Company after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
Cairnhill CIPEF Limited has pursuant to share purchase agreement dated March 31, 2023 (âSPAâ) transferred 1,39,24,448 equity shares to Hema CIPEF (I) Limited, which at the time of entering into the SPA was an affiliate (as defined under the Shareholding Agreement (âSHAâ) dated April 06, 2018, amended from time to time) of Cairnhill CIPEF Limited. The said equity shares were transferred on April 6, 2023.
Cairnhill CGPE Limited has pursuant to share purchase agreement dated March 31, 2023 (âSPAâ) transferred 5,97,879 and 15,01,211 equity shares to Hema CIPEF (I) Limited and Hema CGPE (I) Limited, respectively, each of which at the time of entering into the SPA was an affiliate (as defined under the SHA) of Cairnhill CGPE Limited, respectively. The said equity shares were transferred on April 6, 2023.
(iv) Authorised share capital has been increased by 35,00,000 shares of INR 1 each vide NCLT order for merger dated March 02, 2023 and supplement order dated March 21, 2023.
Under the erstwhile Companies Act 1956, General Reserve was created through an annual transfer of net income at a specified percentage in accordance with applicable regulations. The purpose of these transfers was to ensure that if a dividend distribution in a given year is more than 10% of the paid-up capital of the Company for that year, then the total dividend distribution is less than the total distributable results for that year. Consequent to introduction of Companies Act 2013, the requirement to mandatorily transfer a specified percentage of the net profit to General Reserve has been withdrawn. However, the amount previously transferred to General Reserve can be utilised only in accordance with provisions of the Companies Act, 2013.
Retained earnings are the profits/(loss) that the Company has earned/incurred till date, less any transfers to general reserve, dividends or other distributions paid to shareholders. Retained earnings include re-measurement loss / (gain) on defined benefit plans, net of taxes that will not be reclassified to Statement of Profit and Loss.
The amount that can be distributed by the Company as dividends to its equity shareholders, is determined based on the requirements of Companies Act, 2013. Thus, the amounts reported above are not distributable in entirety.
For the year ended March 31,2024, quarterly returns or statements of current assets filed by the Company with banks is in agreement with the books of accounts. The company is yet to file quarterly return or statement for the quarter ended March 31, 2024. This does not have any impact on any debt covenants.
For the year ended March 31,2023, quarterly returns or statements of current assets filed by the Company with banks is in agreement with the books of accounts except to the following on account of variance of entries posted in routine book closure process which is normally concluded post filing of statements with the banks and reporting made in respect of select general ledger accounts instead of all accounts considered as per financial statement classification. This does not have any impact on any debt covenants.
a. Deferred tax assets and deferred tax liabilities are being offset as they relate to taxes on income levied by the same governing taxation laws.
b. The Company has not created deferred tax on impairment loss of non-current financial assets (investments, doubtful capital advances and loans aggregating to INR 29,015.47 lacs as at March 31, 2024 and INR 25,316.30 lacs as at March 31, 2023) as the Company does not expect taxable capital gain in future against which such deferred tax assets can be realised. Had the Company created deferred tax on the same, the profit and retained earnings would have been higher by INR 6,759.44 lacs as at March 31, 2024 and INR 5,897.69 lacs as at March 31, 2023.
The average credit period to domestic customers ranges upto 21 days and to export customers upto 180 days. Our credit terms for government institutions are typically ranging from 90 to 120 days. No interest is charged on trade receivables upto the due date from the date of the invoice.
Contract liabilities consist of short-term advances received against supply of goods to customer. Such advances are adjusted against supply of goods within a range of 3 months from the reporting date and the revenue is recognised out of the contract liabilities.
Sales of goods: The performance obligation is satisfied when control of the goods are transferred to the customers based on the contractual terms. Payment terms with customers vary depending upon the contractual terms of each contract.
Sales of services: The performance obligation in respect of professional services is satisfied over a period of time and acceptance of the customer. In respect of these services, payment is generally due upon completion of services.
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35 Contingent Liabilities and Commitments (to the extent not provided for) A. Contingent Liabilities (a) Claims against the Company not acknowledged as debts |
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Particulars |
As at |
As at |
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March 31, 2024 |
March 31, 2023 |
||
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(i) Goods and Service Tax including Sales Tax (paid under protest INR 7.24 lacs (March 31, 2023 : INR Nil) |
99.35 |
9.56 |
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(ii) Income tax demands on various matters (paid under protest INR 3,167.61 lacs (March 31, 2023 : INR 1,217.06 lacs) |
9,593.29 |
3,259.32 |
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(b) Particulars |
As at |
As at |
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March 31, 2024 |
March 31, 2023 |
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Contingent in respect of input credit availed under GST Act (refer note (iii) below) |
804.50 |
804.50 |
There are some litigations filed against the Company on account of design, trademarks and patent infringements, labour matters etc. relating to conduct of its business. These cases are at various stage of proceedings and the extent of claim or damages is indeterminate at this stage.
The Company is contesting these cases and based on views of internal legal counsel and in consultation with external legal counsel representing the Company, it believes there is no liability which would devolve over the Company in respect of such cases and believes its position will be upheld in the jurisdictional authorities as at close of respective financial year. The Company has also filed certain cases in nature of recovery suit, cases under Section 138 of the Negotiable Instrument Act, 1881, trademark infringement etc. The Company is pursuing these cases and have made adequate accrual for allowance for doubtful debts in respect of such cases, wherever considered necessary.
(d) During the year, the Income Tax Department (âthe departmentâ) had conducted a search under section 132 of the Income Tax Act, 1961 (âthe Actâ) at Companyâs registered office, corporate office, few of its manufacturing locations, residence of few of its employees/key managerial personnel, other premises and few of its group entities. During the search proceedings, the Company provided necessary information and responses to the department. Also, the department has taken certain documents, data backups and other information for further investigation. Subsequently, the department has issued notices under section 148 of the Act which requires the Company to furnish income tax returns in respect of Assessment Years for which notices have been issued.
The Company has assessed its income tax returns previously filed in respect of all such assessment years and is in the process of complying with notices issued under section 148 of the Act including filing of income tax returns or submission of computation of income as applicable. Considering the income tax returns / computation of income in respect of requisite assessment years and based on the assessment made by the management and its tax advisor, the management is of the view that no material adjustment is envisaged at this stage to these standalone financial statements.
(i) Claims / suits filed against the Company not acknowledged as debts which represents various legal cases filed against the company. The Company has disclaimed the liability and defending the action. The Company has been advised by its legal counsel that its position is likely to be upheld in the litigation process and accordingly no provision for any liability has been made in the financial statements.
(ii) The Company is contesting the demands of income tax, sales tax and Goods and Service tax, and the management, including its tax advisors, believe that its position will likely be upheld in the appellate process. No tax expense has been accrued in the financial statements for the tax demand raised. The management believes that the ultimate outcome of this proceeding will not have a material adverse effect on the Company financial position and results of operations.
(iii) Contingencies in respect of input credit availed under GST relates to input availed by the Company in respect of earlier years paid to GST authorities, consequent to audit by the office of the commissioner central GST audit, Gurugram which is subject to assessment. The Company is pursuing these and as advised by its legal counsel believes its position would be accepted by the authorities and accordingly, no provision is required to be accrued in the financial statements.
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B. Commitments |
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Particulars |
As at March 31, 2024 |
As at March 31, 2023 |
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(i) Estimated amount of contracts remaining to be executed on capital account and not provided for (Net of advances March 31, 2024: INR 1,714.25 lacs and March 31, 2023: INR 3,313.63 lacs) excluding capital advances fully provided (refer note 11) |
18,797.45 |
8,965.45 |
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(ii) The Company has issued corporate guarantees to banks on behalf of and in respect of fund and non fund based credit facilities availed by its subsidiaries / group companies in accordance with the policy of the Company. (See also note 43) |
15,696.01 |
3,798.60 |
(i) The Company has a secured working capital demand loan facility from Citibank N.A. amounting to INR 29,500 lacs (March 31, 2023: INR 29,500 lacs). This loan is secured by way of first pari passu hypothecation charge on current assets (stocks and book debts & receivables), both present and future of the Company. An amount of INR 29,500 lacs (March 31, 2023: INR 29,500 lacs) remains undrawn as at the year end.
(ii) The Company has a secured working capital demand loan facility of INR 25,000 lacs (March 31, 2023: INR
25.000 lacs) from HDFC bank. This loan is secured by way of first pari passu charge on stock in trade and book debts of the Company. An amount of INR 25,000 lacs (March 31, 2023: INR 25,000 lacs) remains undrawn as at the year end.
(iii) The Company has a secured working capital demand loan facility of INR 17,000 lacs (March 31, 2023: INR
17.000 lacs) from Kotak Mahindra bank. This loan is secured by the way of first pari-passu hypothecation charge on all existing and future current assets of the Company. An amount of INR 17,000 lacs (March 31, 2023: INR
17.000 lacs) remains undrawn during the year end.
(iv) The Company had a secured working capital demand loan facility of INR Nil (March 31, 2023: INR 10,000 lacs) from HDFC bank. An amount of INR Nil (March 31, 2023: INR 10,000 lacs) remains undrawn as at the year end. This facility has been closed during the year.
(v) The Company has a secured (unsecured for the year ended March 31, 2023) overdraft facility of INR 18,000 lacs from ICICI Bank (March 31, 2023: INR 18,000 lacs) for working capital requirement. This loan is secured by way of first pari passu hypothecation charge on all current assets, both present and future of the Company. An amount of INR 18,000 lacs (March 31, 2023: INR 18,000 lacs) remains undrawn during the year end.
(vi) The Company has availed working capital facility from HDFC Bank amounting to INR 1,000 lacs (March 31, 2023: INR 1,000 lacs) and secured by way of exclusive first charge on the current assets of the Company. An amount of INR 1,000 lacs (March 31, 2023: INR 1,000 lacs) remains undrawn as at year end.
There are no restrictions with regard to above undrawan borrowing facility as at the end of the reporting period and prior period.
D. The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses.
a. Deferred government grant includes assistance in the form of duty benefit availed under Export Promotion Capital Goods (EPCG) Scheme on import of property, plant and equipment accounted for as government grant and being amortised over the period of contractual obligation.
37 Gratuity and other post-employment benefit plans
Disclosures pursuant to Ind AS - 19 "Employee Benefits" are given below :
The Companyâs contribution to the Employees Provident Fund is deposited with the Regional Provident Fund Commissioner for qualifying employees. Under the scheme, the Company is required to contribute a specified percentage of payroll cost to the retirement benefit plan to fund the benefits.
The Company recognised INR 8,711.49 lacs (March 31, 2023 : INR 7,758.78 lacs) towards Provident Fund, Employee State Insurance, National Pension Scheme and others contribution in the statement of profit and loss. The contribution payable to the plan by the Company is at the rate specified in rules to the scheme.
Hon''ble Supreme Court of India vide its judgement dated February 28, 2019 on Provident Fund required the Companies to include allowances for the purpose of PF contribution. Subsequently, the Company vide assessment letter no. 28212 dated 04 August 2020 received from Employees Provident Fund Organisation wherein the provident fund department has completed their assessment for FY 2015-16 to FY 2019-20. Hence, the Company is of the view, that there is no further liability on account of the Judgement.
The Code on Social Security, 2020 (âCodeâ) relating to employee benefits during employment and post employment benefits received Presidential assent in September 2020. The Code has been published in the Gazette of India. Certain sections of the Code came into effect on May 3, 2023. However, the final rules/interpretation have not yet been issued. Based on a preliminary assessment, the Company believes the impact of the change will not be significant.
In accordance with the Payment of Gratuity Act of 1972, the Company contributes to a defined benefit plan ("the Gratuity Plan"). The gratuity plan provides a lump sum payment to vested employees at retirement, withdrawal, resignation and death of an employee. The gratuity liability is calculated on the basis of fifteen days salary (i.e. last drawn basic salary) for each completed year of service subject to completion of four years and two hundred and forty days in service.
Based on actuarial valuations conducted as at year end, a provision is recognised in full for the benefit obligation over and above the funds held in the Gratuity Plan.
In accordance with Payment of Gratuity Act, 1972, the Company contributes to a defined benefit plan ("the gratuity plan") run by Mankind Pharma (P) Limited Employees Group Gratuity Trust, Lifestar Pharma Private Limited Employees'' Group Gratuity Assurance Scheme and Magnet Labs Private Limited Employees'' Group Gratuity Assurance Scheme ("the trusts"). The trusts has taken a Group Gratuity Scheme which is administered by Life Insurance Corporation ("LIC") of India and Bajaj Allianz Life Insurance Company Limited.
1 The discount rate is based on the prevailing market yields of Indian Government securities as at the balance sheet date for the estimated term of obligations.
2 The expected return is based on the expectation of the average long term rate of return expected on investments of the fund during the estimated term of the obligations.
3 The estimates of future salary increases considered takes into account the inflation, seniority, promotion and other relevant factors.
The plan assets of the Company managed through trusts namely Mankind Pharma (P) Limited Employees Group Gratuity Trust, Lifestar Pharma Private Limited Employees'' Group Gratuity Assurance Scheme and Magnet Labs Private Limited Employees'' Group Gratuity Assurance Scheme ("the trusts"). The trusts have taken Group Gratuity Scheme which is administered by Life Insurance Corporation ("LIC") of India and Bajaj Allianz Life Insurance Company Limited. The plan assets of the Company are managed through the trusts. The details of investments relating to these assets are not shown by them. Hence, the composition of each major category of plan assets, the percentage or amount that each major category constitutes to the fair value of the total plan assets has not been disclosed.
The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.
Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same as that applied in calculating the defined benefit liability recognised in the Balance sheet.
There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years.
For the purposes of Company''s capital management, Capital includes equity attributable to the equity holders of the Company and all other equity reserves. The primary objective of the Company''s capital management is to safeguard its ability to continue as going concern and to ensure that it maintains an efficient capital structure and maximize shareholder value.
The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. The Company is not subject to any externally imposed capital requirements. No changes were made in the objectives, policies or processes for managing capital during the year ended March 31, 2024 and March 31, 2023. Capital gearing ratio is net debt including lease liability divided by total capital plus net debt and Net debt is calculated as loans and borrowings less cash and cash equivalent. The Companyâs policy is to keep the gearing ratio below 10%.
The Companyâs principal financial liabilities comprise trade and other payables. The main purpose of these financial liabilities is to finance the Companyâs operations. The Companyâs principal financial assets include investments in mutual funds, trade and other receivables and cash and cash equivalents that are derived directly from its operations.
The Company''s financial risk management is an integral part of how to plan and execute its business strategies. The Company is exposed to market risk, credit risk and liquidity risk.
The Company''s senior management oversees the management of these risks. The senior professionals working to manage the financial risks and the appropriate financial risk governance framework for the Company are accountable to the Board of Directors and Audit Committee. This process provides assurance to Company''s senior management that the Company''s financial risk-taking activities are governed by appropriate policies and procedures and that financial risk are identified, measured and managed in accordance with Company policies and Company risk objective.
The management assessed that cash and cash equivalents, other bank balances, trade receivables, loans, other current financial assets, trade payables and other current financial liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments. The fair value of the other financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values:
1) The fair value of unquoted instruments is estimated by discounting future cash flows using rates currently available for debt on similar terms, credit risk and remaining maturities. The valuation requires management to use unobservable inputs in the model, of which the significant unobservable inputs are disclosed in the tables below. Management regularly assesses a range of reasonably possible alternatives for those significant unobservable inputs and determines their impact on the total fair value.
2) Long-term receivables/payables are evaluated by the Company based on parameters such as interest rates, risk factors, individual creditworthiness of the counterparty and the risk characteristics of the financed project. Based on this evaluation, allowances are taken into account for the expected credit losses of these receivables.
3) Fair value hierarchy
Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).
Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).
i. Investment in mutual funds traded in active markets are determined by reference to quotes from the financial institutions; for example: Net asset value (NAV) for investments in mutual funds declared by mutual fund house.
ii. In the absence of observable inputs to measure fair value the assets and liabilities have been classified as level 3. The Company has not given further disclosures since the amount involved is not material.
The management considers that the carrying amounts of financial assets and financial liabilities having short term maturities recognised in the financial statement approximates their fair values.
Risk management framework
The Company has exposure to the following risks arising from financial instruments:
- Market risk
- Liquidity risk
- Credit risk
The Companyâs board of directors has overall responsibility for the establishment and oversight of the Companyâs risk management framework.
The Companyâs risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed periodically to reflect changes in market conditions and the Companyâs activities. The Company, through its training, standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.
The audit committee oversees how management monitors compliance with the companyâs risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The audit committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the audit committee.
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices comprises three types of risk: currency rate risk, interest rate risk and other price risks, such as equity price risk and commodity price risk. Financial instruments affected by market risks include loans and borrowings, deposits, investments and foreign currency receivables and payables. The sensitivity analysis in the following sections relate to the position as at reporting date. The sensitivity of the relevant Profit and Loss item and equity is the effect of the assumed changes in the respective market risks. This is based on the financial assets and financial liabilities held as of March 31, 2024 and March 31, 2023.
(i) Price risk
The Company manages surplus funds through investments in mutual fund plans. The NAV declared by Asset Management Companies (AMC) has generally remained constant on the mutual fund plans taken by the Company. However, if the NAV of the fund is increased/decreased by 5%, the sensitivity analysis has been mentioned below:
(ii) Foreign Currency Risk
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Companyâs exposure to the risk of changes in foreign exchange rates relates primarily to the Companyâs operating activities (when revenue or expense is denominated in foreign currency). The Company evaluates exchange rate exposure arising from foreign currency transactions and follows established risk management policies.
Foreign currency risk sensitivity
The following tables demonstrate the sensitivity to a reasonably possible change in USD, EUR, JPY, NPR, AED, CHF, GBP and SGD exchange rates, with all other variables held constant. The impact on the Company profit before tax and equity is due to changes in the fair value of monetary assets and liabilities. Foreign currency exposures recognised by the Company that have not been hedged by a derivative instrument or otherwise are as under:
(iii) Interest Rate Risk
As at March 31, 2024 and March 31, 2023, the Company has no outstanding borrowings. Hence the Company is not exposed to interest rate risk.
(iv) Commodity Price Risk
Exposure to market risk with respect to commodity prices primarily arises from the Companyâs purchases and sales of active pharmaceutical ingredients, including the raw material components for such active pharmaceutical ingredients. These are commodity products, whose prices may fluctuate significantly over short periods of time. The prices of the Companyâs raw materials generally fluctuate in line with commodity cycles, although the prices of raw materials used in the Companyâs active pharmaceutical ingredients business are generally more volatile. Cost of raw materials forms the largest portion of the Companyâs cost of revenues. Commodity price risk exposure is evaluated and managed through operating procedures and sourcing policies. As of reporting period end, the Company has not entered into any material derivative contracts to hedge exposure to fluctuations in commodity prices.
Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at reasonable price. The Company''s objective is to at all times maintain optimum levels of liquidity to meet its cash and liquidity requirements. The Company closely monitors its liquidity position and deploys a robust cash management system. It maintains adequate source of financing through the use of short term bank deposits, liquid investments in mutual funds and cash credit facility. Processes and policies related to such risks are overseen by senior management. Management monitors the Company''s liquidity position through rolling forecasts on the basis of expected cash flows. The Company assessed the concentration of risk with respect
to its debt and concluded it to be low. The Company remains committed to maintaining a healthy liquidity, gearing ratio, deleveraging and strengthening our balance sheet. The maturity profile of the Companyâs financial liabilities based on the remaining period from the date of balance sheet to the contractual maturity date is given in the table below. The figures reflect the contractual undiscounted cash obligation of the Company.
Credit Risk is the risk that the counter party will not meet its obligation under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks, foreign exchange transactions and other financial instruments.
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Possible credit risk |
Credit risk management |
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Credit risk related to trade receivables and loans |
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Companyâs receivables from customers and investment in securities and loans given. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business. The Company establishes an allowance for doubtful debts and impairment that represents its estimate of incurred losses in respect of trade and other receivables and investments. The loans advanced by the Company carries interest and are granted after evaluating the purpose and credit worthiness of the counter party. |
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Moreover, given the diverse nature of the Companyâs businesses trade receivables are spread over a number of customers with no significant concentration of credit risk. No single customer accounted for 10% or more of trade receivable on a % basis in any of the years indicated. |
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Receivables are deemed to be past due or impaired with reference to the Companyâs normal terms and conditions of business. These terms and conditions are determined on a case to case basis with reference to the customerâs credit quality and prevailing market conditions. Receivables that are classified as âpast dueâ in the above tables are those that have not been settled within the terms and conditions that have been agreed with that customer. |
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An impairment analysis is performed at each reporting date on trade receivables by lifetime expected credit loss method measured at simplified approach. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets. The Company does not hold collateral as security. The Company evaluates the concentration of risk with respect to trade receivables as low, as its customers are located in several jurisdictions and industries and operate in largely independent markets. |
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Possible credit risk |
Credit risk management |
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Credit risk related to bank balances |
The Company holds bank balances with reputed and creditworthy banking institution within the approved exposures limit of each bank. None of the Companyâs cash equivalents, including time deposits with banks, are past due or impaired. Credit risk from balances with banks and financial institutions is managed by the Companyâs treasury department in accordance with the Companyâs policy. Investments of surplus funds are made in mutual funds, bank deposits and other risk free securities. The limits are set to minimize the concentration of risks and therefore mitigate financial loss through counterpartyâs potential failure to make payments. The Companyâs maximum exposure to credit risk for the components of the balance sheet at March 31, 2024 is the carrying amounts. The Companyâs maximum exposure relating to financial instrument is noted in liquidity table below. |
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Credit risk related to investments |
The Company has made investments in highly liquid public sector mutual funds to meet their short term liquidity objectives. The Company analyses the credit worthiness of the party before investing their funds. |
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The Company limits its exposure to credit risk by generally investing in liquid securities and only with counterparties that have a good credit rating. The Company does not expect any losses from non-performance by these counterparties, and does not have any significant concentration of exposures to specific industry sectors or specific country risks. |
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Other credit risk |
The Company is exposed to credit risk in relation to loans and financial guarantees given to/ on behalf of subsidiaries/ associate companies. |
As per Ind AS-108, "Operating Segment" (specified under the section 133 of the Companies Act 2013 (the Act) read with Companies (Indian Accounting Standards) Rule 2015 (as amended from time to time) and other relevant provision of the Act ) the Companyâs chief operating decision maker, i.e. Managing Director (âCODMâ) has identified pharmaceuticals and other related products as the reportable segments.
The Company is engaged in manufacturing and trading of pharmaceuticals and healthcare products, Accordingly, the Company has only one reportable segment âPharmaceuticalsâ and disclosures as per Ind AS 108 âOperating Segmentsâ are not applicable.
The transactions with related parties are made on terms equivalent to those that prevail in armâs length transactions. Outstanding balances at the year end are unsecured and interest free except for the loans given which carry interest at arms length. The settlement for the
Mar 31, 2023
The above fair valuation are based on valuations performed by an accredited independent valuer, who is specialised in valuing such type of investment property.
The Company has no restrictions on the realisability of its investment property and no contractual obligation to purchase, construct or develop or for repair & maintenance.
The Company obtains independent valuations of its investment properties as at the year end. The fair value of the investment properties have been derived using the Direct Comparison Method. The direct comparison method involves a comparison of the investment properties to similar properties that have actually been sold on arms-length basis or are offered for sale in the same region. This approach demonstrates what buyers have historically been willing to pay (and sellers willing to accept) for similar properties in an open and competitive market, and is particularly useful in estimating the value of the land and properties that are typically traded on a unit basis. This approach leads to a reasonable estimation of the prevailing price. Given that the comparable instances are located in close proximity to the investment properties; these instances have been assessed for their locational comparative advantages and disadvantages while arriving at the indicative price assessment for investment properties.
These valuations are based on valuations performed by an accredited independent valuer who is a specialist in valuing these types of investment properties and is a registered valuer as defined under rule 2 of Companies (Registered Valuers and Valuation) Rules, 2017. All resulting fair value estimates for investment property are included in level 3.
Further the Company has performed sensitivity analysis on the assumptions used by the valuer and ensured that the valuation of investment property is appropriate.
The Company undisputedly possesses the title deeds for all properties held by the Company, presented under âfreehold land and Buildingsâ in the above schedule.
c Intangible assets under development as at March 31, 2023 and March 31, 2022 and includes softwares being developed internally.
d The Company has performed annual impairment test for Goodwill and impairment test of other intangible assets with indicators of impairment for year ended March 31, 2023 and March 31, 2022. The Company has allocated goodwill and other intangible assets wherever indicators exist their respective Cash Generating Unit i.e. Pharmaceutical and healthcare products and performed impairment test to ascertain the recoverable amount. The Company considers the relationship between its market capitalisation and its book value, among other factors, when reviewing for indicators of impairment. The recoverable amount for pharmaceutical CGU is determined based on value in use calculation. These calculations uses management assumptions and pre tax cash flow projections based on financed budgets approved by management covering a 5 to 7 years period. Cash flow projection beyond 5 years time period are extrapolated using the estimated growth rates which is consistent with forecasts included in industry reports specific to industry in which CGU operates.
Notes:
a Capital contribution in Lifestar Pharma LLC has been contributed solely (i.e. 100%) by the Company. In terms of agreement, the non-controlling interest of 10% is restricted to profit sharing only subject to complete repayment of 100 % capital contribution made by Mankind Pharma Limited.
b During the year, the wholly owned subsidiary Company, JPR Labs Private Limited converted loan advanced amounting to INR 5,000 lacs to 91,97,940 equity shares of INR 10 each vide resolution of Board of Directors of the Company dated March 17, 2023 and resolution of Board of Directors of subsidiary Company dated March 18, 2023.
c The Company has subscribed to Optionally Convertible Non-Cumulative Redeemable Preference Shares of INR 10 each carrying coupon of 0.10% per annum issued by its wholly owned subsidiary i.e. Jaspack Industries Private Limited (âJaspackâ). Such shares shall be optionally convertible to the equity shares at the option of the shareholders at the end of one year, unless decided by the Board of Directors of the Jaspack to convert at an early date from the date of allotment. At the time of conversion, every one (1) preference share of face value of INR 10/- each, will be entitled to one (1) equity share of face value of INR 10/- each of Jaspack. The tenure of Optionally Convertible NonCumulative Redeemable Preference Shares will be upto March 27, 2035. The preference shares can be redeemed at face value of INR 10/- per share at any point of time.
d The Company had subscribed to Optionally Convertible Non-Cumulative Redeemable Preference Shares (OCNRPS) of INR 10 each carrying coupon of 0.01% per annum issued by its wholly owned subsidiary i.e. Mahananda Spa and Resorts Private Limited (âMahanandaâ). Such shares shall be optionally convertible to the equity shares either fully or partly at the option of the issuer Company at any time during the tenure of OCNRPS in one or more tranches. At the time of conversion, each one (1) OCNRPS of face value of INR 10/- each, will be entitled to one (1) equity share of face value of INR 10/- each of Mahananda, or if OCNRPS is redeemed in cash, the redemption will be made at higher of the fair value of shares of Mahananda on the date of redemption or Issue price of OCNRPS i.e. INR. 10/- for each OCNRPS. The tenure of Optionally Convertible Non-Cumulative Redeemable Preference Shares shall be up to September 30, 2038.
e The Company has subscribed to Optionally Convertible Non-Cumulative Redeemable Preference Shares (OCNRPS) of face value of INR 10/- with a premium of INR 466.41/- each carrying coupon of 0.01% per annum issued by its wholly owned subsidiary i.e. Prolijune Life science Private Limited (âProlijuneâ). Such shares shall be optionally convertible to the equity shares either fully or partly at the option of the issuer Company at any time during the tenure of OCNRPS in one or more tranches. At the time of conversion, each one (1) OCNRPS of face value of INR 10/- each, will be entitled to one (1) equity share of face value of INR 10/- each of Prolijune, or if OCNRPS is redeemed in cash, the redemption will be made at higher of the fair value of shares of Prolijune on the date of redemption or Issue price of OCNRPS i.e. INR 476.41 /- for each OCNRPS. The tenure of Optionally Convertible Non-Cumulative Redeemable Preference Shares shall be up to September 30, 2038.
f The Company has subscribed to Optionally Convertible Non-Cumulative Redeemable Preference Shares (OCNRPS) of face value of INR 10/- with a premium of INR 225/- each carrying coupon of 0.01% per annum issued by its wholly owned subsidiary i.e. JPR Labs Private Limited (âJPRâ). Such shares shall be optionally convertible to the equity shares either fully or partly at the option of the issuer Company at any time during the tenure of OCNRPS in one or more tranches. At the time of conversion, each one (1) OCNRPS of face value of INR 10/- each, will be entitled to one (1) equity share of face value of INR 10/- each of JPR, or if OCNRPS is redeemed in cash, the redemption will be made at higher of the fair value of shares of JPR on the date of redemption or Issue price of OCNRPS i.e. INR 235 /- for each OCNRPS. The tenure of Optionally Convertible Non-Cumulative Redeemable Preference Shares shall be up to September 30, 2038.
g The Company has subscribed to Optionally Convertible Non-Cumulative Redeemable Preference Shares (OCNRPS) of face value of INR 10/- each carrying coupon of 0.01% per annum issued by its wholly owned subsidiary i.e. Appian Properties Private Limited (âAppianâ). Such shares shall be optionally convertible to the equity shares either fully or partly at the option of the issuer Company at any time during the tenure of OCNRPS in one or more tranches. At the time of conversion, each one (1) OCNRPS of face value of INR 10/- each, will be entitled to one (1) equity share of face value of INR 10/- each of Appian, or if OCNRPS is redeemed in cash, the redemption will be made at higher of the fair value of shares of Appian on the date of redemption or Issue price of OCNRPS i.e. INR 10 /- for each OCNRPS. The tenure of Optionally Convertible Non-Cumulative Redeemable Preference Shares shall be up to September 30, 2038.
h The Company has subscribed to Optionally Convertible Non-Cumulative Redeemable Preference Shares (OCNRPS) of face value of INR 10/- each carrying coupon of 0.01% per annum issued by its wholly owned subsidiary i.e. Mankind Prime Labs Private Limited (âPrime Labsâ). Such shares shall be optionally convertible to the equity shares either fully or partly at the option of the issuer Company at any time during the tenure of OCNRPS in one or more tranches. At the time of conversion, each one (1) OCNRPS of face value of INR 10/- each, will be entitled to one (1) equity share of face value of INR 10/- each of Prime Labs, or if OCNRPS is redeemed in cash, the redemption will be made at higher of the fair value of shares of Prime Labs on the date of redemption or Issue price of OCNRPS i.e. INR 10 /- for each OCNRPS. The tenure of Optionally Convertible Non-Cumulative Redeemable Preference Shares shall be up to March 31, 2041.
i The Company has subscribed to Optionally Convertible Non-Cumulative Redeemable Preference Shares (OCNRPS) of face value of INR 10/- each carrying coupon of 0.01% per annum issued by its wholly owned subsidiary i.e. Mankind Life Sciences Private Limited (âLife Scienceâ). Such shares shall be optionally convertible to the equity shares either fully or partly at the option of the issuer Company at any time during the tenure of OCNRPS in one or more tranches. At the time of conversion, each one (1) OCNRPS of face value of INR 10/- each, will be entitled to one (1) equity share of face value of INR 10/- each of Life Science, or if OCNRPS is redeemed in cash, the redemption will be made at higher of the fair value of shares of Life Science on the date of redemption or Issue price of OCNRPS i.e. INR 10 /- for each OCNRPS. The tenure of Optionally Convertible Non-Cumulative Redeemable Preference Shares shall be up to November 30, 2041.
j The Company has subscribed to Optionally Convertible Non-Cumulative Redeemable Preference Shares (OCNRPS) of face value of INR 10/- each carrying coupon of 0.01% per annum issued by its wholly owned subsidiary i.e. Mankind Agritech Private Limited (âAgritechâ). Such shares shall be optionally convertible to the equity shares either fully or partly at the option of the issuer Company at any time during the tenure of OCNRPS in one or more tranches. At the time of conversion, each one (1) OCNRPS of face value of INR 10/- each, will be entitled to one (1) equity share of face value of INR 10/- each of Life Science, or if OCNRPS is redeemed in cash, the redemption will be made at higher of the fair value of shares of Life Science on the date of redemption or Issue price of OCNRPS i.e. INR 10 /- for each OCNRPS. The tenure of Optionally Convertible Non-Cumulative Redeemable Preference Shares shall be up to September 30, 2042.
k The Company has subscribed to Optionally Convertible Non-Cumulative Redeemable Preference Shares (OCNRPS) of face value of INR 10/- each carrying coupon of 0.01% per annum issued by its wholly owned subsidiary i.e. Mankind Consumer Healthcare Private Limited (âConsumerâ). Such shares shall be optionally convertible to the equity shares either fully or partly at the option of the issuer Company at any time during the tenure of OCNRPS in one or more tranches. At the time of conversion, each one (1) OCNRPS of face value of INR 10/- each, will be entitled to one (1) equity share of face value of INR 10/- each of Life Science, or if OCNRPS is redeemed in cash, the redemption will be made at higher of the fair value of shares of Life Science on the date of redemption or Issue price of OCNRPS i.e. INR 10 /- for each OCNRPS. The tenure of Optionally Convertible Non-Cumulative Redeemable Preference Shares shall be up to January 30, 2042.
l Investment in partnership firms are measured at cost, and are shown as net of contribution, drawings and share of profit/ loss for the respective year.
The Company has performed a detailed analysis to identify indicators of impairment in respect of its investment portfolio considering internal and external factors in accordance with Ind-AS 36 - Impairment of assets. The Company has allocated investments wherever indicators exist to its respective Cash Generating Unit i.e. Pharmaceutical and healthcare products, Real estate and hospitality and performed impairment test to ascertain the recoverable amount. The recoverable amount is determined either based on value in use calculation or net selling price. In respect of pharmaceutical CGU and one of the investments in hospitality CGU, management calculates value in use using a discounted cash flow method. The discounted cash flow calculations uses management assumptions and pre tax cash flow projections based on financed budgets approved by respective entities management covering a 5 to 8 years period. Cash flow projection beyond 5 to 8 years time period are extrapolated using the estimated growth rates which is consistent with forecasts included in industry reports specific to industry in which CGU operates. In respect rest of real estate and hospitality CGU, the recoverable amount is calculated using the Direct Comparison Method. The fair value of investments has been determined by Government approved valuer. The direct comparison approach involves a comparison of the properties to similar properties that have actually been sold in arms-length distance from properties or are offered for sale in the same region. This approach demonstrates what buyers have historically been willing to pay (and sellers willing to accept) for similar properties in an open and competitive market, and is particularly useful in estimating the value of the land and properties that are typically traded on a unit basis. This approach leads to a reasonable estimation of the prevailing price. Given that the comparable instances are located in close proximity to the properties; these instances have been assessed for their locational comparative advantages and disadvantages while arriving at the indicative price assessment for properties. The fair value has been determined by Government approved valuer. The main inputs used are the rental growth rates, expected vacancy rates, terminal yields and discount rates based on comparable transactions and industry data. All resulting fair value estimates are included in level 3. In respect of investment in real estate and hospitality, management has considered their fair value considering the Direct comparison method. Management has determined following assumptions for impairment testing of investments in pharmaceutical CGU as stated below.
Management determined budgeted gross margin based on past performance and its expectations of market development. The weighted average growth rates used are consistent with the forecasts included in industry reports. The calculations performed indicate that there is impairment of investments in some investments in real estate sector, hospitality sector and few pharma and pharma packing investments. Management has performed a sensitivity analysis with respect to changes in assumptions for assessment of value-in-use of Investments. Based on this analysis, management believes that adequate headroom is available and change in any of above assumption would not cause any material possible change in carrying value of unitâs CGU over and above its recoverable amount, other than those already accounted.
The Company has performed sensitivity analysis on the key assumptions by /- 2% for each of the assumptions used by the valuer and ensured that the valuation is appropriate and there is no further impairment.
The investments in relation to Lifestar Pharma Private Limited and Magnet Labs Private Limited which got merged with the Company effective dated March 28, 2023 are currently in process of being transferred in the name of Company.
The investment marked under lien are given as security to HDFC Bank for working capital loan as at March 31, 2023: Nil (March 31, 2022: INR 17,625.23 lacs). The lien has been removed during the year ended March 31, 2023.
a Bank deposits are lien marked with banks and are issued to various government authorities/ institutions as margin/ deposits for performance guarantee.
b Other receivable includes outstanding balance recoverable on sale of investment in partnership firm i.e. Om Sai Pharma Pack.
c The Company has incurred share issue expenses in connection with proposed public offer of equity shares amounting INR 4,043.58 lacs (March 31, 2022: INR Nil). In accordance with the Companies Act 2013 ("the Actâ) and also as per the Offer Agreement entered between the Company and the selling shareholders, the selling shareholders shall reimburse the share issue expenses in proportion to the respective shares offered for sale. Accordingly, the Company will recover the expenses incurred in connection with the Issue on completion of Initial Public Offer (IPO). The entire amount has been disclosed under this head.
a. The Company has a property at C-51, Rosewood city, Gurugram which is held for sale as the Company has entered into an agreement with the third party for sale of such property. Accordingly, recognised as held for sale and measured in accordance with Ind-AS 105 "Non Current Assets Held For Sale and Discontinued Operationsâ at lower of its carrying amount and fair value less cost to sell. The Company expects to complete the sale by September 30, 2023.
b. The Company has a Land at Khasra No. 1024 at village Ghat, District Meerut, which is held for sale as the Company has entered into an agreement with the third party for sale. Accordingly, recognised as held for sale and measured in accordance with Ind-AS 105 "Non Current Assets Held For Sale and Discontinued Operationsâ at lower of its carrying amount and fair value less cost to sell. The Company expects to complete the sale by September 30, 2023.
a. Trade receivables represents the amount of consideration in exchange of goods or services transferred to the customers that is unconditional.
b. The average credit period to domestic customers ranges upto 21 days and to export customers upto 180 days. Our credit terms for government institutions are typically ranging from 90 to 120 days. No interest is charged on trade receivables upto the due date from the date of the invoice.
c. The Company has used a practical expedient by computing the expected credit loss allowance for trade receivables based on historical credit loss experience and adjusted for forward looking information.
d. No trade or other receivable are due from directors or other officers of the company either severally or jointly with any other person. Nor any trade or other receivable are due from firms or private companies respectively in which any director is a partner, a director or a member apart from those mentioned below.
The Company has only one class of equity shares having a par value of INR 1 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividend in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation of the Company, holder of equity shares will be entitled to receive remaining assets of the Company after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
Cairnhill CIPEF Limited has pursuant to share purchase agreement dated March 31, 2023 (âSPAâ) transferred 1,39,24,448 Equity Shares to Hema CIPEF (I) Limited, which at the time of entering into the SPA was an affiliate (as defined under the Shareholding Agreement (ââSHAââ) dated April 06, 2018, amended from time to time) of Cairnhill CIPEF Limited. The said Equity Shares were transferred on April 6, 2023. Cairnhill CGPE Limited has pursuant to share purchase agreement dated March 31, 2023 (âSPAâ) transferred 5,97,879 and 15,01,211 Equity Shares to Hema CIPEF (I) Limited and Hema CGPE (I) Limited, respectively, each of which at the time of entering into the SPA was an affiliate (as defined under the SHA) of Cairnhill CGPE Limited, respectively. The said Equity Shares were transferred on April 6, 2023.
The Company has allotted 20,02,94,220 fully paid up equity shares of INR 1/- each on June 01, 2017 pursuant to 1:1 bonus share issue approved by the shareholders in the Extraordinary General Meeting (EGM) held on April 20, 2017, by capitalising the amount of INR 2,002.94 lacs of securities premium of the Company.
(v) Authorised share capital has been increased by 35,00,000 shares of INR 1 each vide NCLT order for merger dated March 02, 2023 and supplement order dated March 21, 2023 (refer note 49).
Under the erstwhile Companies Act 1956, General Reserve was created through an annual transfer of net income at a specified percentage in accordance with applicable regulations. The purpose of these transfers was to ensure that if a dividend distribution in a given year is more than 10% of the paid-up capital of the Company for that year, then the total dividend distribution is less than the total distributable results for that year. Consequent to introduction of Companies Act 2013, the requirement to mandatorily transfer a specified percentage of the net profit to General Reserve has been withdrawn. However, the amount previously transferred to General Reserve can be utilised only in accordance with provisions of the Companies Act, 2013.
Retained earnings are the profits/(loss) that the Company has earned/incurred till date, less any transfers to general reserve, dividends or other distributions paid to shareholders. Retained earnings include re-measurement loss / (gain) on defined benefit plans, net of taxes that will not be reclassified to Statement of Profit and Loss.
The amount that can be distributed by the Company as dividends to its equity shareholders, is determined based on the requirements of Companies Act, 2013. Thus, the amounts reported above are not distributable in entirety.
Nature of security of borrowings and other terms are as under:
a) The Company had availed a secured working capital demand loan from Citibank N.A. This loan is secured by way of first pari passu charge on current assets (book debts) of the Company, both present and future and carry interest rate in the range of 4.22% to 6.40% p.a. (March 31, 2022: 3.90% to 4.25% p.a.). The current outstanding amount of the loan is INR Nil (March 31, 2022: INR 22,500 lacs) against the sanctioned limit of INR 29,500 lacs (March 31, 2022: INR 29,500 lacs).
b) The Company had availed a secured working capital demand loan from HDFC bank. This loan is secured by way of first pari passu charge on stock in trade and book debts of the Company and carry interest rate in the range of 4.25% to 6.40% p.a. (March 31, 2022: 4.06% to 4.25% p.a.). The current outstanding amount of the loan is INR Nil (March 31, 2022: INR 22,500 lacs) against the sanctioned limit of INR 25,000 lacs (March 31, 2022: INR 25,000 lacs).
c) The Company had availed a secured working capital demand loan from HDFC bank. This loan is secured by way of first pari passu charge on investments in Mutual Funds (Refer Note- 8) and carry interest rate at 5.90% p.a. (March 31, 2022: 5.90% p.a.) The current outstanding amount of the loan is INR Nil (March 31, 2022 : INR 7,000 lacs) against the sanctioned limit of INR 10,000 lacs (March 31, 2022 : INR 10,000 lacs).
d) It includes interest accrued but not due amounting to INR Nil (March 31, 2022 : INR 125.16 lacs).
e) The Company had availed a secured working capital demand loan from Kotak Mahindra Bank. The loan is secured by the way of First Pari-Passu hypothecation charge on all existing and future current assets of the borrower to be shared with other working capital vendors. This loan carries interest rate in the range of 5.50% to 6.90% p.a. (March 31, 2022 : 5.50% p.a.). The current outstanding is INR Nil (March 31, 2022 : INR 10,000 lacs) against sanctioned limit of INR 17,000 lacs (March 31, 2022 : INR 17,000 lacs).
f) The Company had availed overdraft facility of INR Nil (March 31, 2022 : INR 6,000 lacs) from ICICI Bank which carries interest rate in the range of 4.60% to 6.30% p.a. (March 31, 2022 : 4.60% p.a.) against sanctioned limit of INR 18,000 lacs (March 31, 2022 : INR 6,000 lacs).
g) The Company has availed Bill discounting facility for its trade payables from Citi bank for the purpose of meeting Working Capital requirement, against which a sum of INR Nil (March 31, 2022: INR 241.03 lacs) has been utilised as on the date of Balance Sheet. The Company has assigned all its rights and privileges to the bank and there is recourse on the Company. This loan carries interest rate of 4.25% p.a. (March 31, 2022 : 4.25% p.a.).
h) The Company has not defaulted on financial covenants, repayment of loans and interest during the current and previous year.
i) The Company has used the borrowings from banks and financial institutions for the specific purpose for which it was taken at the balance sheet date.
j) Quarterly returns or statements of current assets filed by the company with banks or financial institutions are in agreement with the books of accounts except to the following on account of variance of entries posted in routine book closure process which is normally concluded post filing of statements with the banks and reportings made in respect of select general ledger accounts instead of all accounts considered as per financial statement classification, the Company is yet to file quarterly return with banks for the quarter ended March 31, 2023. This does not have any impact on classification of loan or any debt covenants:-
The average credit period to domestic customers ranges upto 21 days and to export customers upto 180 days. Our credit terms for government institutions are typically ranging from 90 to 120 days. No interest is charged on trade receivables upto the due date from the date of the invoice.
Contract liabilities consist of short-term advances received against supply of goods to customer. Such advances are adjusted against supply of goods within a range of 3 months from the reporting date and the revenue is recognised out of the contract liabilities.
Sales of goods: Performance obligation is satisfied when control of goods is transferred to the customer, generally on delivery of the goods.
Sales of services: The performance obligation in respect of professional services is satisfied over a period of time and acceptance of the customer. In respect of these services, payment is generally due upon completion of services.
On February 22, 2022 the Supreme Court of India passed an order that freebies provided to medical practitioners which were prohibited by law, was no less a prohibition on the part of the entity that is providing those freebies. The Company has evaluated its sales promotion expenses and also taken an expert opinion, basis which, it believes that the tax provisions accrued in the books adequately cover for any contingency. However, given the nature of the judgement, the ultimate outcome is not reasonably ascertainable at this stage.
36 Contingent Liabilities and Commitments (to the extent not provided for)
|
Particulars |
As at March 31, 2023 |
As at March 31, 2022 |
|
(i) Sales tax including Goods and Service Tax (paid under protest INR Nil (March 31, 2022 : INR 12.87 lacs) ) |
9.56 |
267.50 |
|
(ii) Income tax demands on various matters (paid under protest INR 1,217.06 lacs (March 31, 2022 : INR 1,258.18 lacs) ) |
3,259.32 |
4,130.92 |
|
(iii) Commercial taxes (refer note i and ii) |
- |
18.14 |
|
(b) Contingent in respect of input credit availed under GST Act (refer note (iii) below) |
804.50 |
804.50 |
There are some litigations filed against the Company on account of design, trademarks and patent infringements, labour matters etc. relating to conduct of its business. These cases are at various stage of proceedings and the extent of claim or damages is indeterminate at this stage.
The Company is contesting these cases and based on views of internal legal counsel and in consultation with external legal counsel representing the Company, it believes there is no liability which would devolve over the Company in respect of such cases and believes its position will be upheld in the jurisdictional authorities as at close of respective financial year. The Company has also filed some cases in nature of recovery suits, cases under Section 138 of the Negotiable Instrument Act, 1881, trademark infringement etc. The Company is pursuing these cases and have made adequate accrual for allowance for doubtful debts in respect of such cases, wherever considered necessary.
(i) Claims / suits filed against the Company not acknowledged as debts which represents various legal cases filed against the company. The Company has disclaimed the liability and defending the action. The Company has been advised by its legal counsel that its position is likely to be upheld in the litigation process and accordingly no provision for any liability has been made in the financial statements.
(ii) The Company is contesting the demands of income tax and sales tax, and the management, including its tax advisors, believe that its position will likely be upheld in the appellate process. The management believes that the ultimate outcome of this proceeding will not have a material adverse effect on the Company financial position and results of operations.
(iii) Contingencies in respect of input credit availed under GST relates to input availed by the Company in respect of earlier years paid to GST authorities during the previous year consequent to audit by the office of the commissioner central GST audit, Gurugram which is subject to assessment. The Company is pursuing these and as advised by its legal counsel believes its position would be accepted by the authorities and accordingly, no provision is required to be accrued in the financial statements.
(iii) The Company has a secured working capital demand loan facility of INR 17,000 lacs (March 31, 2022: INR
17.000 lacs) from Kotak Mahindra bank. The loan is secured by the way of first pari-passu hypothecation charge on all existing and future current assets of the Company. An amount of INR 17,000 lacs (March 31, 2022: INR
7.000 lacs) remains undrawn during the year end.
(iv) The Company has got sanctioned a secured working capital demand loan facility of INR 10,000 lacs (March 31, 2022: INR 10,000 lacs) from HDFC bank. An amount of INR 10,000 lacs (March 31, 2022 : INR 3,000 lacs) remains undrawn as at the year end.
(v) The company has got sanctioned of unsecured overdraft facility of INR 18,000 lacs from ICICI Bank (March 31, 2022: INR 6,000 lacs) for working capital requirement. An amount of INR 18,000 lacs (March 31, 2022: INR Nil lacs) remains undrawn during the year end.
(vi) The Company has availed working capital demand loan facilities from HDFC Bank amounting to INR 3,000 lacs secured by 110% margin of lien on bank approved mutual funds. The Company has complied with all the debt covenants. An amount of INR 3,000 lacs (March 31, 2022: INR 3,000 lacs) remains undrawn as at year end.
(vii) The Company has availed working capital facility from HDFC Bank amounting to INR 1,000 lacs (March 31, 2022: INR 1,000 lacs) secured exclusive first charge on the current assets of the Company. The Company has complied with all the debt covenants. An amount of INR 1,000 lacs (March 31, 2022: INR 1,000 lacs) remains undrawn as at year end.
D. The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses.
|
B. |
Commitments |
||
|
(i) |
Estimated amount of contracts remaining to be executed on capital account and not provided for (Net of advances March 31, 2023: INR 3,313.63 lacs and March 31, 2022: INR 5,335.20 lacs) excluding capital advances fully provided (refer note 11) |
8,965.45 |
14,022.80 |
|
(ii) |
The Company has issued corporate guarantees to banks on behalf of and in respect of fund and non fund based credit facilities availed by its subsidiaries / group companies in accordance with the policy of the Company. (See also note 44) |
3,798.60 |
8,303.26 |
|
The Company has other commitments, for purchase orders which are issued after considering requirements as per operating cycle for purchase of goods and services, in normal course of business. |
|||
(i) The Company has availed working capital demand loan facility from Citibank N.A. amounting to INR 29,500 lacs (March 31, 2022: INR 29,500 lacs). This loan is secured by way of first pari passu charge on current assets (book debts), both present and future of the Company. An amount of INR 29,500 lacs (March 31, 2022 : INR 7,000 lacs) remains undrawn as at the year end.
(ii) The Company has a secured working capital demand loan facility of INR 25,000 lacs (March 31, 2022: INR
25,000 lacs) from HDFC bank. This loan is secured by way of first pari passu charge on stock in trade and book debts of the Company. An amount of INR 25,000 lacs (March 31, 2022 : INR 2,500 lacs) remains undrawn as at the year end.
38 Gratuity and other post-employment benefit plans
The most recent actuarial valuation of the plan assets and the present value of the defined benefit obligation were carried out as at March 31, 2023. The present value of defined benefit obligation, and the related current service cost and past service cost, were measured using the projected unit credit method.
1 The discount rate is based on the prevailing market yields of Indian Government securities as at the balance sheet date for the estimated term of obligations.
2 The expected return is based on the expectation of the average long term rate of return expected on investments of the fund during the estimated term of the obligations.
3 The estimates of future salary increases considered takes into account the inflation, seniority, promotion and other relevant factors.
Disclosures pursuant to Ind AS - 19 "Employee Benefitsâ (notified under the section 133 of the Companies Act 2013 (the Act) read with Companies (Indian Accounting Standards) Rule 2015 (as amended from time to time) and other relevant provision of the Act) are given below :
The Companyâs contribution to the Employees Provident Fund is deposited with the Regional Provident Fund Commissioner for qualifying employees. Under the scheme, the Company is required to contribute a specified percentage of payroll cost to the retirement benefit plan to fund the benefits.
The Company recognised INR 7,758.78 lacs (March 31, 2022 : INR 6,543.02 lacs) towards Provident Fund, Employee State Insurance, National Pension Scheme and others contribution in the statement of profit and loss. The contribution payable to the plan by the Company is at the rate specified in rules to the scheme.
Honâble Supreme Court of India vide its judgement dated February 28, 2019 on Provident Fund required the Companies to include allowances for the purpose of PF contribution. Subsequently, the Company vide assessment letter no. 28212 dated 04 August 2020 received from Employees Provident Fund Organisation wherein the provident fund department has completed their assessment for FY 2015-16 to FY 2019-20. Hence, the Company is of the view, that there is no further liability on account of the Judgement.
In accordance with the Payment of Gratuity Act of 1972, the Company contributes to a defined benefit plan ("the Gratuity Planâ). The gratuity plan provides a lump sum payment to vested employees at retirement, withdrawal, resignation and death of an employee. The gratuity liability is calculated on the basis of fifteen days salary (i.e. last drawn basic salary) for each completed period/year of service subject to completion of four years and two forty days in service.
Based on actuarial valuations conducted as at year end, a provision is recognised in full for the benefit obligation over and above the funds held in the Gratuity Plan.
In accordance with Payment of Gratuity Act, 1972, the Company contributes to a defined benefit plan ("the gratuity planâ) run by Mankind Pharma (P) Limited Employees Group Gratuity Trust, Lifestar Pharma Private Limited Employeesâ Group Gratuity Assurance Scheme and Magnet Labs Private Limited Employeesâ Group Gratuity Assurance Scheme ("the trustsâ). The trusts has taken a Group Gratuity Scheme which is administered by Life Insurance Corporation ("LICâ) of India and Bajaj Allianz Life Insurance Company Limited.
1 The discount rate is based on the prevailing market yields of Indian Government securities as at the balance sheet date for the estimated term of obligations.
2 The compensated absences plan is unfunded.
3 The estimates of future salary increase considered takes into account the inflation, seniority, promotion and other relevant factors.
For the purposes of Companyâs capital management, Capital includes equity attributable to the equity holders of the Company and all other equity reserves. The primary objective of the Companyâs capital management is to safeguard its ability to continue as going concern and to ensure that it maintains an efficient capital structure and maximize shareholder value.
The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. The Company is not subject to any externally imposed capital requirements. No changes were made in the objectives, policies or processes for managing capital during the year ended March 31, 2023 and March 31, 2022. Capital gearing ratio is net debt including lease liability divided by total capital plus net debt and Net debt is calculated as loans and borrowings less cash and cash equivalent. The Companyâs policy is to keep the gearing ratio below 10%.
The Companyâs principal financial liabilities comprise trade and other payables. The main purpose of these financial liabilities is to finance the Companyâs operations. The Companyâs principal financial assets include trade and other receivables, and cash and cash equivalents that are derived directly from its operations.
The Companyâs financial risk management is an integral part of how to plan and execute its business strategies. The Company is exposed to market risk, credit risk and liquidity risk.
The Companyâs senior management oversees the management of these risks. The senior professionals working to manage the financial risks and the appropriate financial risk governance framework for the Company are accountable to the Board of Directors and Audit Committee. This process provides assurance to Companyâs senior management that the Companyâs financial risk-taking activities are governed by appropriate policies and procedures and that financial risk are identified, measured and managed in accordance with Company policies and Company risk objective.
The management assessed that cash and cash equivalents, other bank balances, trade receivables, trade payables, borrowings, other current financial assets, loans and other current financial liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.
The fair value of the other financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values:
1) The fair value of unquoted instruments, loans from banks, other non-current financial assets and noncurrent financial liabilities is estimated by discounting future cash flows using rates currently available for debt on similar terms, credit risk and remaining maturities. The valuation requires management to use unobservable inputs in the model, of which the significant unobservable inputs are disclosed in the tables below. Management regularly assesses a range of reasonably possible alternatives for those significant unobservable inputs and determines their impact on the total fair value.
2) The fair values of the Companyâs interest-bearing borrowings are determined by using effective interest rate (EIR) method using discount rate that reflects the issuerâs borrowing rate as at the end of the reporting period. The own non-performance risk as at March 31, 2023 was assessed to be insignificant.
3) Long-term receivables/payables are evaluated by the Company based on parameters such as interest rates, risk factors, individual creditworthiness of the counterparty and the risk characteristics of the financed project. Based on this evaluation, allowances are taken into account for the expected credit losses of these receivables.
4) Fair value hierarchy
Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).
i. Investment in mutual funds traded in active markets are determined by reference to quotes from the financial institutions; for example: Net asset value (NAV) for investments in mutual funds declared by mutual fund house.
ii. In the absence of observable inputs to measure fair value the assets and liabilities have been classified as level 3. The Company has not given further disclosures since the amount involved is not material.
The management considers that the carrying amounts of financial assets and financial liabilities having short term maturities recognised in the financial statement approximates their fair values.
Risk management framework
The Company has exposure to the following risks arising from financial instruments:
- Market risk
- Liquidity risk
- Credit risk
The Companyâs board of directors has overall responsibility for the establishment and oversight of the Companyâs risk management framework.
The Companyâs risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed periodically to reflect changes in market conditions and the Companyâs activities. The Company, through its training, standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.
The audit committee oversees how management monitors compliance with the companyâs risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The audit committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the audit committee.
a) Market risk :
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices comprises three types of risk: currency rate risk, interest rate risk and other price risks, such as equity price risk and commodity price risk. Financial instruments affected by
market risks include loans and borrowings, deposits, investments , and foreign currency receivables and payables. The sensitivity analysis in the following sections relate to the position as at reporting date. The analysis exclude the impact of movements in market variables on: the carrying values of gratuity and other post-retirement obligations; provisions; and the non-financial assets and liabilities. The sensitivity of the relevant Profit and Loss item and equity is the effect of the assumed changes in the respective market risks. This is based on the financial assets and financial liabilities held as of March 31, 2023 and March 31, 2022.
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Companyâs exposure to the risk of changes in foreign exchange rates relates primarily to the Companyâs operating activities (when revenue or expense is denominated in foreign currency). Foreign currency exchange rate exposure is partly balanced by purchasing of goods from the respective countries. The Company evaluates exchange rate exposure arising from foreign currency transactions and follows established risk management policies.
The following tables demonstrate the sensitivity to a reasonably possible change in USD, EUR, JPY, NPR, AED, GBP & SGD exchange rates, with all other variables held constant. The impact on the Company profit before tax and equity is due to changes in the fair value of monetary assets and liabilities. Foreign currency exposures recognised by the Company that have not been hedged by a derivative instrument
Exposure to market risk with respect to commodity prices primarily arises from the Companyâs purchases and sales of active pharmaceutical ingredients, including the raw material components for such active pharmaceutical ingredients. These are commodity products, whose prices may fluctuate significantly over short periods of time. The prices of the Companyâs raw materials generally fluctuate in line with commodity cycles, although the prices of raw materials used in the Companyâs active pharmaceutical ingredients business are generally more volatile. Cost of raw materials forms the largest portion of the Companyâs cost of revenues. Commodity price risk exposure is evaluated and managed through operating procedures and sourcing policies. As of March 31, 2023, the Company has not entered into any material derivative contracts to hedge exposure to fluctuations in commodity prices.
Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at reasonable price. The Companyâs objective is to at all times maintain optimum levels of liquidity to meet its cash and liquidity requirements. The Company closely monitors its liquidity position and deploys a robust cash management system. It maintains adequate source of financing through the use of short term bank deposits, mutual funds and cash credit facility. Processes and policies related to such risks are overseen by senior management. Management monitors the Companyâs liquidity position through rolling forecasts on the basis of expected cash flows. The Company assessed the concentration of risk with respect to its debt and concluded it to be low. The Company remains committed to maintaining a healthy liquidity, gearing ratio, deleveraging and strengthening our balance sheet. The maturity profile of the Companyâs financial liabilities based on the remaining period from the date of balance sheet to the contractual maturity date is given in the table below. The figures reflect the contractual undiscounted cash obligation of the Company.
Credit Risk is the risk that the counter party will not meet its obligation under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks, foreign exchange transactions and other financial instruments.
(a) The total CSR Obligation of the Company for the financial year 2022-23, is arrived at, by adding up the average net profits of the Company and that of the erstwhile wholly-owned subsidiaries of the Company; i.e. Lifestar Pharma Private Limited (âLifestarâ) and Magnet Labs Private Limited (âMagnetâ), which were merged with the Mankind Pharma Limited w.e.f. April 01, 2020, Total merged CSR Obligation of INR 3,278.46 was arrived at by adding up the CSR Obligation of the Company (INR 3,086.01 lacs), Lifestar (INR 141.24 lacs) and Magnet (INR 51.21 lacs).
(b) Excess of INR 99.56 lacs is on account of CSR Obligations of the Company i.e. Mankind Pharma Limited. The shortfalls in CSR expenditure is in respect of entities merged during the year, Lifestar (INR 37.43 lacs) and Magnet (INR 1.21 lacs) would be deposited by the Company in the funds and in accordance with the provisions specified in the Companies Act, 2013.
48 There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
The Board of Directors of the Company, in its meeting held on May 20, 2021, approved the Scheme of Amalgamation between the Company (âTransferee Companyâ) and its two wholly owned subsidiaries, Lifestar Pharma Private Limited (âTransferor Company-1â) and Magnet Labs Private Limited (âTransferor Company-2â) (Transferor Company-1 and Transferor Company-2 collectively referred as âTransferor Companiesâ), by way of and in accordance with a scheme of amalgamation (âthe Scheme/Schemeâ) as per the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (hereinafter referred to as the âSchemeâ). The aforesaid Scheme was sanctioned by Honâble National Company Law Tribunal, New Delhi Bench (NCLT) vide its Order dated March 03, 2023. The order was filed with Registrar of Companies on March 30, 2023 (âeffective dateâ), on which date, the transferor companies stood dissolved. There is no change in issued equity share capital (Promoter/ Pubic shareholding) of the Transferee Company, pursuant to the sanctioned Scheme, as no shares are being issued by the Transferee Company, in consideration of the sanctioned scheme.
Consequent to above, the entire business and whole of the Undertaking (including all assets, properties, titles, licenses, interests, investments, liabilities, rights, commitments and obligations) of the Transferor Companies, without any further act, instrument or deed, stood transferred to and vested in Transferee Company, as a going concern.
1. The amalgamation would result into reduction of inter company transactions inter-se between the Transferor Company 1, Transferor Company 2 and the Transferee Company.
2. The amalgamation of Companies will result in the consolidation of the value in Transferee Company and align the field-force and support functions in both Transferor companies with Transferee Company.
3. As a result of amalgamation, there would be reduction in number of the companies leading to reduction in compliance requirements.
4. The amalgamation will result in reduction in overheads, administrative, managerial and other expenditure, and optimal utilization of various resources due to consolidation of activities.
5. The amalgamation of the companies will lead to greater efficiency in cash management of the Transferee Company and access to cash flow generated by the combined business.
The Transferee Company has accounted for such merger in accordance with "Pooling of interest methodâ of accounting as laid down in Appendix C of Ind AS-103 Business Combinations of entitles under common control, notified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as specified in the scheme.
Further, as per Paragraph 9 (iii) of Appendix C to Ind AS 103, the financial information in the financial statements in respect of prior periods is restated as if the business combination had occurred from the beginning of the preceding presented. Accordingly, following treatment has been accounted for the merger by the company;
(a) All assets and liabilities of the transferor Companies shall be recorded in the books of the Transferee Company at their respective carrying values.
(b) The identity of the reserves of the Transferor Companies shall be preserved and shall recorded in the financial statements of the Transferee Company in the same form and at carrying value as appearing in the financial statements of the Transferee Company.
(c) The inter-company balances between Transferee Companies and Transferor Companies, if any, appearing in the books of the Transferee Company stood cancelled.
(d) The value of Investments held by the Transferee Company in the Transferor Companies stood cancelled.
(e) The deficit arising after taking the effect of clauses (a) to (d) has been adjusted in Revenue reserve In the financial statements of the Transferee Company and has been presented separately.
(f) The Company has restated the financial information as if the business combination has occurred from the beginning of the preceding period in accordance with Appendix C to Ind-AS 103 - âBusiness Combinations of entities under Common Controlâ and the schemes.
50 The Company has established a comprehensive system of maintenance of information and documents as required by the transfer pricing legislation under Sections 92-92F of the Income- tax Act, 1961. Since the law requires existence of such information and documentation to be contemporaneous in nature, the Company is in the process of updating the documentation for the international transactions entered into with the associated enterprises during the year and expects such records to be in existence latest by such date as required under the law. The management is of the opinion that its transactions covered under transfer pricing regulations are at armâs length so that the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expense and that of provision for taxation.
51 During the year, the Company has capitalised following preoperative directly relatable to the cost of property, plant and equipment being expenses related to projects and developments, trial run. Consequently, expenses disclosed under the respective heads are net of amounts capitalised by the Company.
52 The Code on Social Security, 2020 (âCodeâ) relating to employee benefits during employment and post employment benefits received Presidential assent in September 2020. The Code has been published in the Gazette of India. However, the date on which the Code will come into effect has not been notified and the final rules/interpretation have not yet been issued. The Company will assess the impact of the Code when it come into effect and will record any related impact in the period the Code becomes effective. Based on a preliminary assessment, the Company believes the impact of the change will not be significant.
55 Employee Share Based Payment
Employee Stock Option Scheme âESOP-2022â was approved by our Board of Directors in their meeting held on July 19, 2022 and by our shareholders in their meeting dated August 9, 2022 respective
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