Mar 31, 2013
1. Company overview
Shasun Pharmaceuticals Limited (''SPL'' / ''the Company'') was
incorporated in 1976 having its registered office in Chennai, India.
The Company is primarily engaged in manufacturing of Active
Pharmaceutical Ingredients (APIs), their intermediates and finished
dosage. The Company is also into product development and provides
contract research and manufacturing services.
2 Operating Leases
The Company had entered into an operating lease arrangement in respect
of office space during the previous year with a lease term of 3 years,
which are subject to renewal at mutual consent thereafter. The
cancellable arrangements can be terminated by either party after giving
due notice. The lease rent expense recognized during the year amounts
to Rs. 8.37 (Previous year: Rs. 7.59). The schedule for future minimum
lease payments in respect of non-cancellable operating leases is set
out below:
3 Earnings per share
Earnings per share are calculated by dividing the Profit / (loss)
attributable to the equity shareholders by the weighted average number
of equity shares outstanding during the year.
4 Related party disclosures
Details of related parties including summary of transactions entered
into by the Company during the year ended March 31, 2013 are summarized
below:
Name of related parties and description of relationship:
Wholly owned subsidiaries:
Shasun USA Inc., USA
Shasun Life Sciences Private Limited, India
SVADS Holding SA, Switzerland
Wholly owned step down subsidiaries:
Shasun Pharma Solutions Limited, UK (100% subsidiary of SVADS Holding
SA)
Shasun Pharma Solutions Inc., USA (100% subsidiary of SVADS Holding SA)
Joint venture:
Shasun NBI LLC, USA
Shasun NBI Nanotech India Private Limited (subsidiary of Shasun NBI
LLC, USA)
Entities where Directors have control or significant influence:
Shasun Finance Limited Shasun Leasing and Finance Private Limited
Devendra Estate Private Limited Shasun Foundation Trust
5 Segment reporting
In accordance with AS-17 ''Segment ReportingÂ, segment information
has been given in the consolidated financial statements of the Company
and therefore no separate disclosure on segment information is given in
these standalone financial statements.
6 Micro, small and medium enterprises
Under the Micro, Small and Medium Enterprises Development Act, 2006,
(MSMED) which came into force from October 2, 2006, certain disclosures
are required to be made relating to Micro, Small and Medium
enterprises. The following is the list of Micro, Small and Medium
Enterprises to whom the Company owes any sum together with interest
outstanding for more than thirty days as at March 31, 2013. This list
of undertakings covered under MSMED was determined by the Company on
the basis of information available with the Company and have been
relied upon by the auditors.
7 Transfer pricing
The Company has international transactions with related parties. For
the financial year ended March 31, 2012, the Company has obtained the
Accountant''s Report from a Chartered Accountant as required by the
relevant provisions of the Income-tax Act, 1961 and has filed the same
with the tax authorities. For the financial year ended March 31, 2013,
management confirms that it maintains documents as prescribed by the
Income-tax Act, 1961 to prove that these international transactions are
at arm''s length and 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.
8 During the previous year, the Company has made preferential
allotment of 1,500,000 convertible warrants of Rs. 75/- each
aggregating to Rs. 112.50 to its Promoter, Promoter group and an
independent director after obtaining the approval of the shareholders
and stock exchanges. During the current year, consequent to the option
exercised by the allotees towards conversion of the warrants, the
Company had issued 1,500,000 equity shares to the allotees.
9 Borrowing costs in connection with the borrowing and funds utilized
towards qualifying assets amounting to Rs. 22.86 (Previous year: Rs.
Nil) have been capitalized and included in capital work-in-progress.
10 Comparative figures
Prior year figures have been reclassified/regrouped wherever necessary
to conform to the current year''s classification.
Mar 31, 2012
1. Company overview
Shasun Pharmaceuticals Limited ('SPL' / 'the Company') was incorporated
in 1976 having its registered office in Chennai, India. The Company is
primarily engaged in manufacturing of Active Pharmaceutical Ingredients
(APIs), their intermediates and enteric coating excipients. The Company
is also into product development and provides contract research and
manufacturing services.
a. Terms / rights attached to equity shares
The Company has one class of equity shares having a par value of Rs.
2.00/- per share. Each shareholder is eligible for one vote per share
held. 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, the equity shareholders are eligible to
receive the remaining assets of the Company after distribution of all
preferential amounts, in proportion to their shareholding.
During the year ended March 31, 2012, the amount of dividend recognized
as distribution to equity shareholders was Rs. 2.00/- per share
(Previous year: Nil per share) on interim basis and Rs. 0.40/- per
share (Previous year Rs. 0.30/- per share) as proposed final dividend.
As per records of the Company, including its register of
shareholders/members and other declarations received from shareholders
regarding beneficial interest, the above shareholding represents both
legal and beneficial ownership of shares.
During the year, the Company has made a preferential allotment of
6,578,947 equity shares of Rs. 2/- each at a premium of Rs.74/- per
share aggregating to Rs. 499.99 to Caduceus Asia Mauritius Limited,
Mauritius, a SEBI registered foreign venture capital investor after
obtaining the approval of the shareholders and stock exchanges. In
response to the Company's intimation through the authorized dealer, the
Reserve Bank of India has advised the Company to obtain the approval of
the Foreign Investment Promotion Board in respect of such investment.
The Company is in the process of filing the necessary documents with
the concerned authorities. The Company believes that there would be no
material financial implications arising out of the aforesaid matter.
Security details and terms of re-payment for loans:
i. External Commercial Borrowing from Standard Chartered Bank,
Mauritius, amounting to Rs. 51.53 (Previous year: Rs. 133.80) is
secured by way of first charge on plant and machinery situated at
Cuddalore Units. The loan is repayable in 6 semi-annual installments of
USD 1.00 million after an initial moratorium period of 30 months.
ii. External Commercial Borrowing from DBS, Singapore, amounting to
Rs. 206.12 (Previous year: Rs. 178.40) is secured by way of pari passu
charge of equitable mortgage on 45.47 acres of leasehold land at Pharma
City, SEZ, Visakhapatnam. The loan is repayable in 8 semi-annual
installments of USD 0.5 million after an initial moratorium period of
18 months.
iii. External Commercial Borrowing from ICICI Bank Ltd, Singapore,
amounting to Rs. 309.18 (Previous year: Rs. Nil) is secured by way of
first pari passu charge on
(a) Land, Building, Plant and machinery in Formulation Unit situated at
Pondicherry
(b) Land and Building situated in Cuddalore Units
(c) Land and Building situated in API Unit in Pondicherry
The loan is repayable in 16 equal quarterly installments of USD 0.38
million after an initial moratorium period of 15 months.
The aforesaid external commercial borrowings carry interest ranging
from 3.25% to 3.65% p.a.
iv. Foreign currency loan (converted from a Rupee loan to foreign
currency loan in financial year 2010-11) from State Bank of India
amounting to Rs. 158.16 (Previous year: Rs. 217.69) is secured by first
charge on the moveable and immoveable fixed assets at Shasun Research
Centre (SRC) located at Vandalur and on the unencumbered immoveable
assets at Plot No. A1/A, measuring 5.01 acres located in SIPCOT Complex
in Kudikadu village near Cuddalore. The loan carries interest ranging
from 7.22% to 9.50% p.a. and is repayable in 33 monthly installments of
USD 0.15 million.
v. Standby Line of Credit availed by Shasun Pharma Solutions Limited,
UK (a wholly owned subsidiary) from Axis Bank Ltd amounting to GBP 2.00
million is secured by:
(a) Exclusive charge on Land (approx 3.13 acres) situated at
Kumarapettai, Cuddalore
(b) Second charge on Plant and machinery situated at Cuddalore Units
and
(c) Hypothecation by way of subservient charge on current assets of the
Company.
vi. Standby Line of Credit availed by Shasun Pharma Solutions Limited,
UK (a wholly owned subsidiary) from State Bank of India amounting to
GBP 5.5 million is secured by:
(a) First charge on land (approx 1 acre 98 cents) and the Guest House
constructed at Bommaiarpalayam Village, East Coast Road, Pillaichavadi
(b) Second Charge on the moveable and immoveable fixed assets at Shasun
Research Centre (SRC) located at Vandalur.
(c) Pledge of 2,415,000 Shares of the Company held in the name of M/s
Devendra Estate Private Limited
(d) Personal Guarantee from Mr. S. Vimal Kumar, Wholetime Director and
(e) Corporate Guarantee from M/s Devendra Estate Private Limited.
vii. Rupee Term loan from State Bank of Hyderabad amounting to Rs. Nil
(Previous year: Rs. 59.86) was secured by way of pari passu charge of
equitable mortgage on 45.47 acres of leasehold land at Pharma City,
SEZ, Visakhapatnam. The loan carrries interest ranging from 14.50% to
15.75% p.a. and is repayable in 10 quarterly installments of Rs. 20
million after an initital moratorium period of 2 quarters.
Security details and terms of re-payment for loans:
i. Working capital facility sharing under Consortium arrangement from
bankers (namely State Bank of Travancore, State Bank of India, State
Bank of Mysore, State Bank of Hyderabad, Canara Bank, Axis Bank Ltd,
ICICI Bank Ltd and IDBI Bank Ltd) aggregating to Rs. 2,800 (including
non-fund based) and Standby line of credit Rs. 50 provided by State
Bank of Travancore are secured by :
(a) Hypothecation of entire current assets on a pari passu basis with
other members of the Consortium
(b) Pari passu first charge on land, building of API Unit, Pilot plant
and Biotech plant at Pondicherry
(c) Pari passu first charge on land (approx 11.05 acres) and building
at Cuddalore Units
(d) Pari passu first charge on land (approx 14.04 acres) and entire
assets of Formulation unit, Pondicherry and
(e) Second charge on all other fixed assets of the Company.
ii. Packing credit facility from Bank of Nova Scotia amounting to Rs.
Nil (Previous year: Rs. 145.17) was secured by way of hypothecation of
the plant and machinery at Pilot plant and Active Pharmaceutical
Ingredient plant, located in Pondicherry.
i. Loans and advances to related parties (including interest
receivable): As at March 31, 2011 the audited financial statements of
Shasun Pharma Solutions Limited, UK ('SPSL') indicate a negative net
worth. However, SPSL has earned profits during the year. Further, in
view of certain customer arrangements and working capital facilities
that are being arranged, the management believes that the loans granted
to SVADS and the receivables due from SPSL would be recovered and that
there is no diminution other than temporary in the value of the
investment in SVADS. Accordingly, the investment in and dues from SVADS
/ SPSL have been carried at cost.
ii. Share application money pending allotment with related parties: In
view of certain provisions of Swiss Code of Obligations, SVADS has not
yet allotted shares against such advances. The Company has made
necessary arrangements to inform the Indian regulatory authorities in
respect of the various pending procedural matters requiring intimation
/ compliance including the aforesaid matter in respect of pending
allotment.
2 Commitments and Contingent liabilities
Particulars As at As at
March 31, 2012 March 31, 2011
Income tax 318.14 312.31
Sales tax 13.27 0.48
Excise/customs 83.53 37.43
Service tax - 0.48
Estimated amount of contracts remaining
to be executed on capital account and
not provided for (net of advances) 591.23 107.65
Counter guarantees given by the company
to the bankers for bank guarantee 58.15 55.81
Obligations in respect of letter of
credit outstanding 348.97 130.79
Corporate guarantee given by the
Company to bankers in respect of loan
taken by 949.67 1,542.84
Shasun Pharma Solutions Limited, UK
(wholly owned subsidiary)
Out of the above corporate guarantee
utilized in connection with loans
availed by 454.14 1,267.64
Shasun Pharma Solutions Limited, UK
Other claims against the Company not
acknowledged as debts 38.76 2.00
Commitments relating to further
investment in joint venture 58.40 72.18
3 Related party disclosures
Details of related parties including summary of transactions entered
into by the Company during the year ended March 31, 2012 are summarized
below:
Name of related parties and description of relationship:
Wholly owned subsidiaries:
Shasun USA Inc., USA
Shasun Life Sciences Private Limited, India
SVADS Holding SA, Switzerland
Wholly owned step down subsidiaries:
Shasun Pharma Solutions Limited, UK (100% subsidiary of SVADS Holding
SA)
Shasun Pharma Solutions Inc., USA (100% subsidiary of SVADS Holding SA)
Joint venture:
Shasun NBI LLC, USA
4 Segment reporting
In accordance with AS-17 "Segment Reporting", segment information has
been given in the consolidated financial statements of the Company and
therefore no separate disclosure on segment information is given in
these standalone financial statements.
5 Employee Stock Option Plan
Plan I (Year 2001)
In 2001, the Board and the members of the Company approved the Employee
Stock Option Plan 2001 ('Plan I') effective April
1, 2002 under which employees and directors of the Company were also
covered.
- The Scheme would be administered and supervised by the members of the
Board Compensation Governance Committee (the 'Committee') of the
Company.
- The vesting period of the option will be spread over a period of 48
months.
- The option was priced at a discount that is not greater than 50% of
the closing market price on the date when the meeting of the
compensation committee for granting of options was held.
Plan II (Year 2006)
In 2006, the Board and the members of the Company approved the Employee
Stock Option Plan 2006 ('Plan II') effective May 25, 2006 under which
employees and directors of the Company were also covered.
- The Scheme would be administered and supervised by the members of the
Board Compensation Governance Committee of the Company.
- Exercise period within which the employees would exercise the options
would be 1 year from the date of grant of option.
The Company follows Securities and Exchange Board of India (Employee
Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines. The
Company follows the intrinsic value method to account compensation
expense arising from issuance of stock options to the employees.
6 Micro, small and medium enterprises
Under the Micro, Small and Medium Enterprises Development Act, 2006,
(MSMED) which came into force from October 2, 2006, certain disclosures
are required to be made relating to Micro, Small and Medium
enterprises. The following is the list of Micro, Small and Medium
Enterprises to whom the Company owes any sum together with interest
outstanding for more than thirty days as at March 31, 2012. This list
of undertakings covered under MSMED was determined by the Company on
the basis of information available with the Company and have been
relied upon by the auditors.
7 Transfer pricing
The Company has international transactions with related parties. For
the financial year ended March 31, 2011, the Company has obtained the
Accountant's Report from a Chartered Accountant as required by the
relevant provisions of the Income-tax Act, 1961 and has filed the same
with the tax authorities. For the financial year ended March 31, 2012,
management confirms that it maintains documents as prescribed by the
Income-tax Act, 1961 to prove that these international transactions are
at arm's length and 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.
8 During the year, the Company has made a preferential allotment of
1,500,000 convertible warrants of Rs. 75/- each ag- gregating to Rs.
112.50 to its Promoter, Promoter group and an independent director
after obtaining the approval of the shareholders and stock exchanges.
As part of the allotment, the Company had received Rs. 28.13 as advance
being 25% of the allotment value. The preferential allotees have a
right to subscribe for one equity share of face value Rs. 2/- each per
warrant at any time within a period of 18 months from the date of issue
of such warrants being October 7, 2011
9 Provision for taxation comprise current tax including minimum
alternate tax, deferred tax charge or (benefit) including those in
respect of carry forward of losses / unabsorbed depreciation and
minimum alternate tax credit entitlements arising from earlier periods.
10 Mark-to-market loss on option contracts relating to prior periods
As a consequence of the application of the provisions of the
announcement of the Institute of Chartered Accountants of India dated
March 29, 2008 the Company has, in the previous year, accounted for
mark-to-market losses aggregating to Rs 405.32 in respect of option
contracts outstanding as at March 31, 2010 as a prior period item. The
Company has adopted the alternative approach to present the prior
period item under AS 5 "Net Profit or Loss for the Period, Prior Period
Items and Changes in Accounting Policies" after the current net profit.
11 Comparative figures
Till the year ended March 31, 2011, the Company had used pre-revised
Schedule VI to the Companies Act 1956, for preparation and presentation
of its financial statements. During the year ended March 31, 2012, the
revised Schedule VI was notified under the Companies Act 1956, has
become applicable to the Company. The Company has reclassified previous
year figures to conform to this year's classification. The adoption of
revised Schedule VI does not impact recognition and measurement
principles followed for preparation of financial statements. However,
it significantly impacts presentation and disclosures made in the
financial statements.
Mar 31, 2011
1. Company overview
Shasun Pharmaceuticals Limited (formerly known as Shasun Chemicals and
Drugs Limited) (SPL / the Company) was incorporated in 1976 having its
registered office in Chennai, India. The Company is engaged in
manufacturing of Active Pharmaceutical Ingredients (APIs) their
intermediates and enteric coating excipients. The Company is also into
product development and provides contract research and manufacturing
services.
3. Financial information
3.1 Commitments/Contingent liabilities
Particulars As at As at
March 31, 2011 March 31
, 2010
a) Income tax 312.31 332.03
b) Sales tax 0.48 13.35
c) Excise/customs 37.43 25.41
d) Service tax 0.48 11.29
e) Estimated amount of contracts remaining to
be executed on 107.65 21.40
capital account and not provided for
(net of advances)
f) Counter guarantees given by the company
to the bankers for 55.81 44.23
bank guarantee
g) Obligations in respect of letter of credit
outstanding 130.79 160.12
h) Corporate guarantee given by the Company to
bankers in 1,542.84 2,275.73
respect of loan taken by Shasun Pharma
Solutions Limited, UK
(wholly owned subsidiary)._
(Out of the above corporate guarantee
utilized in connection 1,267.64 1,118.72
with loans availed by SPSL, UK)
i) Export obligation in respect of advance
license - 212.57
j) Other claims against the Company not
acknowledged as debts 2.00 -
3.8 The company has, based on the consent of the Board of Directors,
vide press note 2/2011, notification S.O. 301(E) availed the benefit of
exemption granted to export oriented companies by the Ministry of
Corporate Affairs from disclosure as required in paragraph 3(i)(a),
3(ii)(a), 3(ii)(b), 3(ii)(d) of Part II of Schedule VI to the Companies
Act, 1956.
4. Security details for secured loans
4.1 External commercial borrowing from Standard Chartered Bank
amounting to Rs. 133.80 is secured by way of first charge on plant and
machineries situated at Cuddalore unit.
4.2 External commercial borrowing from DBS Bank Ltd. amounting to Rs.
178.40 is secured byway of pari-passu charge of equitable mortgage on
45.47 acres of leasehold land at Pharma City, Special Economic Zone,
Vishakapattanam.
4.3 Term loan from State Bank of Hyderabad amounting to Rs. 59.86 is
secured by way of pari-passu charge of equitable mortgage on 45.47
acres of leasehold land at Pharma City, Special Economic Zone,
Vishakapattanam..
4.4 Packing credit facility from Bank of Nova Scotia amounting to Rs.
145.17 is secured by way of hypothecation of the plant and machinery at
Pilot plant and Active Pharmaceutical Ingredient plant, located in
Pondicherry.
4.5 Foreign currency term loan from State Bank of India amounting to
Rs. 217.68 is secured by way of first charge on the movable and
immovable fixed assets of the Shasun Research centre (SRC) of the
company located at Vandalur and on the unencumbered immovable assets
measuring 5.01 acres located in SIPCOT complex in Kudikadu Village,
Cuddalore.
4.6 Working capital facility under consortium arrangement from bankers
(namely State Bank of Travancore, State Bank of Mysore, State Bank of
India, State Bank of Hyderabad, Axis Bank, Royal Bank of Scotland and
ICICI Bank) amounting to Rs.1,206.36 is secured by way of hypothecation
of entire current assets on a pari-passu basis with other members of
the Consortium, pari-passu first charge on land and building of active
pharmaceutical ingredient plant and pilot unit, Pondicherry, pari-passu
first charge on land (approximately 11.05 acres) and building at
Cuddalore unit (EOU I, EOU II and DTA), pari-passu first charge on land
(approximately 14.04 acres) and entire assets of formulation unit,
Pondicherry and pari-passu first charge on entire assets of Biotech
Unit, Velachery.
4.7 Standby letter of credit - bank guarantee - availed by Shasun
Pharma Solutions Limited, UK (a wholly owned subsidiary) from Axis Bank
amounting to GBP 2.00 is secured by
(a) Exclusive charge on land at Kumarapettai, Cuddalore admeasuring
3.13 acres
(b) Second charge on Plant & Machinery situated at Cuddalore Unit (EOU
I, EOU II and DTA) (first charge with Standard Chartered Bank)
4.8 Standby letter of credit - bank guarantee - availed by Shasun
Pharma Solutions Limited, UK (a wholly owned subsidiary) from State
Bank of India amounting to GBP 3.50 against collateral security of:
(a) First charge on land (approximately 1 acre and 98 cents) and the
guest house constructed at Bammaiarpalayam village, East Coast Road,
Pillaichavadi.
(b) First charge on the movable and immovable fixed assets at Shasun
Research Centre (SRC) of the Company located at Vandalur (first charge
with State Bank of India towards term loan)
(c) Pledge of 2,415,000 shares of the Company in the name of M/s.
Devendra Estate Private Limited (5% of paid up capital)
(d) Personal guarantee from Mr. S. Vimal Kumar, Managing Director
(until March 31, 2011)
(e) Corporate guarantee from M/s. Devendra Estate Private Limited.
4.9 Amounts repayable within one year in respect of term loans amounts
to Rs. 229.34 (Previous year: Rs. 248.43). Interest accrued and due
amounts to Rs. 2.10 (Previous year: Rs.4.83).
5. Unsecured loans
The unsecured loans from banks aggregating to Rs. 238.09 (Previous
year: Rs. 154.08) represent amounts due to the banks towards buyers
credit availed for procurement of raw materials.
6. Related party disclosures
Details of related parties including summary of transactions entered
into by the Company during the year ended March 31, 2011 are summarized
below:
Name of related parties and description of relationship:
A) Wholly Owned Subsidiaries:
i) Shasun USA Inc., USA
ii) Shasun Life Sciences (P) Limited, India
iii) SVADS Holdings SA, Switzerland
B) Wholly owned step down subsidiaries:
i) Shasun Pharma Solutions Limited, UK (100% subsidiary of SVADS
Holding SA)
ii) Shasun Pharma Solutions Inc., USA (100% subsidiary of SVADS Holding
SA)
C) Joint Venture:
i) Shasun NBI LLC, USA
E) Entities where Directors have control or significant influence:
i) Shasun Finance Limited
ii) Shasun Leasing & Finance Private Limited
iii) Devendra Estate Private Limited
iv) Neutra Specialities Private Limited
v) Shasun Foundation Trust
8. Segment reporting
In accordance with AS-17 ÃSegment ReportingÃ, segment information has
been given in the consolidated financial statements of the Company and
therefore no separate disclosure on segment information is given in
these standalone financial statements
9. Employee Stock Option Plan
Plan I (year 2001)
In 2001, the Board and the members of the Company approved the Employee
Stock Option Plan 2001 (Plan I) effective April 1, 2002 under which
employees and directors of the Company were also covered.
. The Scheme would be administered and supervised by the members
of the Board Compensation Governance
Committee (the Committee) of the Company.
- The vesting period of the option will be spread over a period of 48
months.
. The option was priced at a discount that is not greater than 50%
of the closing market price on the date when the
meeting of the compensation committee for granting of options was held.
In 2006, the Board and the members of the Company approved the Employee
Stock Option Plan 2006 (Plan II) effective May 25, 2006 under which
employees and directors of the Company were also covered
. The Scheme would be administered and supervised by the members
of the Board Compensation Governance
Committee of the Company.
. Exercise period within which the employees would exercise the
options would be 1 year from the date of grant of option.
10. Micro, small and medium enterprises
Under the Micro, Small and Medium Enterprises Development Act, 2006,
(MSMED) which came into force from October 2, 2006, certain disclosures
are required to be made relating to Micro, Small and Medium
enterprises. The following is the list of Micro, Small and Medium
Enterprises to whom the Company owes any sum together with interest
outstanding for more than thirty days as at March 31, 2011. This list
of undertakings covered under MSMED was determined by the Company on
the basis of information available with the Company and have been
relied upon by the auditors.
11. Transfer pricing
The Company has international transactions with related parties. For
the financial year ended March 31, 2010, the Company has obtained the
Accountants Report from a Chartered Accountant as required by the
relevant provisions of the Income-tax Act, 1961 and has filed the same
with the tax authorities. For the financial year ended March 31, 2011,
Management confirms that it maintains documents as prescribed by the
Income Tax Act, 1961 to prove that these international transactions are
at arms length and 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.
Notes:
(i) As at March 31, 2011 the audited financial statements of SPSL
indicate a negative net worth. However, SPSL has earned profits during
the year. Further, in view of certain customer arrangements and working
capital facilities that are being arranged, the management believes
that the loans granted to SVADS and the receivables due from SPSL would
be recovered and that there is no diminution other than temporary in
the value of the investment in SVADS. Accordingly, the investment in
and dues from SVADS / SPSL have been carried at cost
(ii) In view of certain provisions of Swiss Code of Obligations, SVADS
has not yet allotted shares against such advances. The Company has
made necessary arrangements to inform the Indian regulatory authorities
in respect of the various pending procedural matters requiring
intimation /compliance including the aforesaid matter in respect of
pending allotment.
15. Mark-to-Market loss on option contracts relating to prior periods
As a consequence of the application of the provisions of the
announcement of the Institute of Chartered Accountants of India dated
March 29, 2008 the Company has, in the current year, accounted for
mark-to-market losses aggregating to Rs 405.32 in respect of option
contracts outstanding as at March 31, 2010 as a prior period item. The
Company has adopted the alternative approach to present the prior
period item under AS 5 Net Profit or Loss for the Period, Prior Period
Items and Changes in Accounting Policies after the current net profit.
Had such mark-to-market losses of earlier periods been included in
determining the net profit or loss, the loss for the year would have
been Rs 356.55.
17. Comparative figures
Prior year figures have been reclassified/regrouped wherever necessary
to conform to the current years classification. Previous year s
numbers have been audited by a firm other than B S R & Co.
Mar 31, 2010
1. Security for Loans in Schedule 3:
i) Working Capital facilities under consortium arrangement from bankers
(namely SBT, SBM, SBI, SBH, Axis, RBS, ICICI) to the tune of Rs.
1163.77 Mns. is secured by way of (A) Hypothecation of entire Current
Assets on a pari passu basis with other members of the Consortium (B)
Pari passu first charge on entire assets (including Land 10 Ground) of
Biotech Unit, Velachery (C) Pari passu first charge on Land (11.50
Acre) + Building of API and Pilot Unit, Puducherry (D) Pari passu first
charge on Land (22 Acre) + Building of Cuddalore (EOU I, EOU II, DTA)
unit (E) Pari passu first charge on Land (Approx 12.00 Acre) + entire
assets of Formulation unit, Puducherry(F) Second pari passu charge on
all other Fixed Assets.
Working Capital facility from Bank of Nova Scotia to the tune of Rs.
144.51 Mns. is secured by way of First pari passu charge over the Plant
and Machinery at Pilot Plant and Active Pharmaceutical Ingredient
Plant, units located in Puducherry.
Term Loan (External Commercial Borrowing) from Standard Chartered Bank
to the tune of Rs. 224.50 Mns. (2009 - 309.32 Mns.) is secured by way
of Specific first hypothecation charge on Plant & Machineries situated
at Cuddalore Unit (EOU I + EOU II + DTA).
Corporate Term Loan from State Bank of Hyderabad to the tune of Rs.
139.27 Mns. (2009 - 196.01 Mns.) is secured by way of Equitable
mortgage of leasehold land in Pharma City, SEZ, Vizag on exclusive
charges basis.
Rupee Term Loan from IDBI Bank Ltd. to the tune of Rs. 291.67 Mns.
(2009 - 350.00 Mns.) is secured by way of paripassu charge on entire
assets of the R&D centre of the company located at Vandalur (+) First
paripassu charge on the unencumbered leasehold land located in SIPCOT
complex in Kudikadu Village, Cuddalore.
Interest Free Sales-Tax Loan to the tune of Rs. 2.02 Mns. is secured by
second charge on Ranitidine and Ibuprofen Plant (Aldheyde Plant) at
Cuddalore unit towards Deferral on Sales tax for 9 years.
Standby Letter of Credit - Bank Guarantee - Availed by Shasun Pharma
Solution Limited, UK From State Bank of India to the tune of ã 3.50
Million against collateral security of :
(a) First charge on Land (approx 1 Acre 98 Cents) and the Guest House
constructed at Bommaiarpalayam Village, East Coast Road, Villupuram
(b) Second Charge on the entire assets of the R&D centre of the company
located at Vandalur (First Charge with IDBI Bank for Term Loan)
(c) Pledge of 24,15,000 Share of SCDL in the name of M/s. Devendra
Estate Private Limited (5% of paid up capital)
(d) Personal Guarantee of Mr. S. Vimal Kumar, Director
(e) Corporate Guarantee of M/s. Devendra Estate Private Limited.
2) Employee Stock Option Plan
Plan I (Year 2001)
The employee stock option Plan 2001 provided for grant of stock options
to employees. The said plan was approved by the shareholders of the
company at the AGM held in July 2001
Details on share options,granted , exercised and forfeited under the
plan 2009-10 2008-09
No of shares No of shares
Options granted as on Apr 1st 150,510 166,230
Granted during the year
Exercised during the year - -
Forfeited & Lapsed during the year (21,080) (15,720)
Options granted as on Mar 31st 129,430 150,510
Plan II (Year 2006)
The employee stock option Plan 2006 provided for grant of stock options
to employees. The said plan was approved by the shareholders of the
company at the AGM held in July 2006
Details on share options,granted , exercised and forfeited under the
plan
Options granted as on Apr 1st - -
Granted during the year 191,766 -
Exercised during the year - -
Forfeited & Lapsed during the year - -
2008-09
No of shares No of shares
Options granted as on Mar 31st 191,766
28 Related party disclosure
A) Particulars of Subsidiary / JV companies
i) Wholly owned subsidiary
a) Shasun USA Inc
b) Shasun Life Sciences (P) Ltd.
c) SVADS Holding SA
ii) Wholly owned step down subsidiary
a) Shasun Pharma Solutions Ltd. -UK (100% subsidiary of SVADS Holding
SA)
b) Shasun Pharma Solutions Inc-USA (100% subsidiary of SVADS Holding
SA)
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