Mar 31, 2025
Provisions are recognised when the company has a present
legal or constructive obligation as a result of past events, it is
probable that an outflow of resources will be required to settle
the obligation and the amount can be reliably estimated.
Provisions are not recognised for future operating losses.
Provisions are measured at the present value of management''s
best estimate of the expenditure required to settle the present
obligation at the end of the reporting period. The discount
rate used to determine the present value is a pre-tax rate that
reflects current market assessments of the time value of money
and the risks specific to the liability. The increase in the provision
due to the passage of time is recognised as interest expense.
A provision for onerous contracts is recognized when the
expected benefits to be derived by the Company from a
contract are lower than the unavoidable cost of meeting
its obligations under the contract. The provision has been
recognised where cost to fulfil the terms of the project contracts
are estimated to be higher than financial and economics
benefits to be received. Before a provision is established,
the Company recognizes any impairment loss on the assets
associated with that contract.
Contingent liabilities are recognised at their fair value only,
if they were assumed as part of a business combination.
Contingent assets are not recognised. However, when the
realisation of income is virtually certain, then the related asset
is no longer a contingent asset, and is recognised as an asset.
Information on contingent liabilities is disclosed in the notes to
the financial statements, unless the possibility of an outflow of
resources embodying economic benefits is remote. The same
applies to contingent assets where an inflow of economic
benefits is probable.
Operating segments are reported in a manner consistent with
the internal reporting provided to the chief operating decision
maker. The chief operational decision maker monitors the
operating results of its business Segments separately for the
purpose of making decision about the resources allocation and
performance assessment. Segment performance is evaluated
based on the profit or loss and is measured consistently
with profit or loss in the financial statements. The operating
segments have been identified on the basis of the nature of
products/services.
Cash and cash equivalent in the balance sheet comprises
cash at bank and on hand and short-term deposits with an
original maturity of three months or less, which are subject to
an insignificant risk of changes in value. Bank overdrafts are
shown within borrowings in current liabilities in the balance
sheet.
Dividend distributed to Equity shareholders is recognised as
distribution to owners of capital in the Statement of Changes
in Equity, in the period in which it is paid.
The basic Earnings Per Share (âEPSâ) is computed by dividing
the net profit/(loss) after tax for the year attributable to the
equity shareholders by the weighted average number of equity
shares outstanding during the year.
For the purpose of calculating diluted earnings per share, net
profit/(loss) after tax for the year attributable to the equity
shareholders and the weighted average number of equity
shares outstanding during the year are adjusted for the effects
of all dilutive potential equity shares.
An assets is classified as current if:
(a) it is expected to be realised or sold or consumed in the
Company''s normal operating cycle;
(b) it is held primarily for the purpose of trading;
(c) it is expected to be realised within twelvemonths after the
reporting period; or
(d) it is cash or a cash equivalent unless it is restricted from
being exchanged or used to settle a liability for at least
twelve months after the reporting period.
All other assets are classified as non-current.
A liability is classified as current if:
(a) it is expected to be settled in normal operating cycle;
(b) it is held primarily for the purpose of trading;
(c) it is expected to be settled within twelvemonths after the
reporting period;
(d) it has no unconditional right to defer the settlement of
the liability for at lease twelvemonths after the reporting
period.
All other liabilities are classified as non-current.
The operating cycle is the time between acquisition of assets for
processing and their realisation in cash and cash equivalents.
The Company''s normal operating cycle is twelve months.
The preparation of the Company''s financial statements
in conformity with Ind AS requires management to make
judgements, estimates and assumptions that affect the reported
amounts of revenues, expenses, assets and liabilities and the
accompanying disclosures, and the disclosure of contingent
liabilities. Uncertainty about these assumptions and estimates
could result in outcomes that require a material adjustment to
the carrying amount of assets or liabilities affected in future
periods. The estimates and associated assumptions are based
on historical experience and various other factors that are
believed to be reasonable under the circumstances existing
when the financial statements were prepared. The estimates
and underlying assumptions are reviewed on an ongoing basis.
Revision to accounting estimates is recognised in the year in
which the estimates are revised and in any future year affected.
In the process of applying the Company''s accounting policies,
management has made the following judgements which have
significant effect on the amounts recognised in the financial
statements:
Determination of the estimated useful life of tangible assets
and the assessment as to which components of the cost may
be capitalised. Useful life of tangible assets is based on the life
specified in Schedule II of the Companies Act, 2013 and also
as per management estimate for certain category of assets.
Assumption also need to be made, when company assesses,
whether as asset may be capitalised and which components
of the cost of the assets may be capitalised. The goodwill
recorded on merger has been amortised in accordance with
the power confirmed to Board of Directors by Honorable High
Court through scheme.
At the inception of an arrangement whether the arrangement
is or contain lease. At the inception or reassessment of an
arrangement that contains a lease, Company separates
payments and other consideration required by the
arrangement into those for the lease and those for the other
elements on the basis of their relative fair values. The Company
has determined, based on an evaluation of the terms and
conditions of the arrangements, that such contracts are not in
the nature of leases.
The Company uses the percentage of completion method
in accounting for its fixed price contract. Use of percentage
of completion requires the Company to estimate the service
performed to date as a proportion of the total service to be
performed. Determination of the stage of completion is
technical matter and determined by the management experts.
When the fair values of financial assets and financial liabilities
recorded in the Balance Sheet cannot be measured based on
quoted prices in active markets, their fair value is measured
using appropriate valuation techniques. The inputs for these
valuations are taken from observable sources where possible,
but where this is not feasible, a degree of judgement is required
in establishing fair values. Judgements include considerations
of various inputs including liquidity risk, credit risk, volatility
etc. Changes in assumptions/judgements about these factors
could affect the reported fair value of financial instruments.
The cost of the defined benefit gratuity plan and other post¬
employment benefits and the present value of the gratuity
obligation are determined using actuarial valuations. An
actuarial valuation involves making various assumptions that
may differ from actual developments in the future. These
include the determination of the discount rate, future salary
increases and mortality rates. Due to the complexities involved
in the valuation and its long term nature, a defined benefit
obligation is highly sensitive to changes in these assumptions.
All assumptions are reviewed at each reporting date.
Trade receivables do not carry interest and are stated at
their normal value as reduced by appropriate allowances for
estimated irrecoverable amounts. Individual trade receivables
are written off when management deems them not collectable.
Impairment is made on the expected credit loss model, which
are the present value of the cash shortfall over the expected life
of the financial assets. The impairment provisions for financial
assets are based on assumption about the risk of default and
expected loss rates. Judgement in making these assumption
and selecting the inputs to the impairment calculation are
based on past history, existing market condition as well as
forward looking estimates at the end of each reporting period.
Management reviews the inventory age listing on a periodic
basis. This review involves comparison of the carrying value
of the aged inventory items with the respective net realizable
value. The purpose is to ascertain whether an allowance
is required to be made in the financial statements for any
obsolete and slow-moving items. Management is satisfied that
adequate allowance for obsolete and slow-moving inventories
has been made in the financial statements.
The Company assesses at each reporting date whether there is
an indication that an asset may be impaired. If any indication
exists, the Company estimates the asset''s recoverable amount.
An asset''s recoverable amount is the higher of an asset''s or
Cash Generating Units (CGU''s) fair value less costs of disposal
and its value in use. It is determined for an individual asset,
unless the asset does not generate cash inflows that are largely
independent of those from other assets or a groups of assets.
Where the carrying amount of an asset or CGU exceeds its
recoverable amount, the asset is considered impaired and is
written down to its recoverable amount.
In assessing value in use, the estimated future cash flows are
discounted to their present value using pre-tax discount rate
that reflects current market assessments of the time value of
money and the risks specific to the asset. In determining fair
value less costs of disposal, recent market transactions are
taken into account, if no such transactions can be identified,
an appropriate valuation model is used.
Deferred tax assets (Including MAT Credit) are recognised for
unused tax losses to the extent that it is probable that taxable
profit will be available against which the losses can be utilised.
Significant management judgment is required to determine the
amount of deferred tax assets that can be recognised, based
upon the likely timing and the level of future taxable profits
together with future tax planning strategies. Management
judgement is required for the calculation of provision for income
taxes and deferred tax assets and liabilities. Company reviews
at each balance sheet date the carrying amount of deferred
tax assets. The factors used in estimates may differ from actual
outcome which could lead to significant adjustment to the
amounts reported in the financial statements.
Management judgement is required for estimating the possible
outflow of resources, if any, in respect of contingencies/claim/
litigation against company as it is not possible to predict the
outcome of pending matters with accuracy.
Ministry of Corporate Affairs (âMCA") notifies new standards
or amendments to the existing standards under Companies
(Indian Accounting Standards) Rules, 2015 as issued from time
to time. For the year ended March 31, 2025, MCA has notified
IND AS - 117 Insurance Contracts, amendments to IND AS 116 -
Leases, relating to sale and leaseback transactions, applicable
to the Company w.e.f. April 1, 2024 and amendment to IND AS
21 - The Effects of Changes in Foreign Exchange Rates, relating
to currency exchangeability and applicability of conversion
rates, applicable to the Company w.e.f. April 1, 2025.
The Company has reviewed the new pronouncements and
based on its evaluation has determined that it does not have
any significant impact in its financial statements.
The Cash flow projections includes specific estimates for 5 years developed using expected margins, internal forecast and a
terminal growth rate thereafter of 3.50% p.a. The value assigned to the assumption reflects past experience and are consistent
with the management''s plan for focusing operation in these locations. The management believes that the planned market share
growth per year for next 5 years is reasonably achievable.
Discount rate reflects the current market assessment of the risks specific to a CGU. The discount rate is estimated based on the
weighted average cost of capital for respective CGU. Post-tax discount rate used was 15.41% p.a.
The Company believes that any reasonably possible change in the key assumptions on which a recoverable amount is based
would not cause the aggregate carrying amount to exceed the aggregate recoverable amount of the cash generating unit.
Based on the above assumptions and analysis, no impairment was identified for any of the CGU as at 31st March, 2025.
Investments:
The investment at each CGU level is tested for impairment at least annually and when events occur or changes in circumstances
indicate that the recoverable amount is less than its carrying value. The recoverable amount is based on a value-in-use calculation
using the discounted cash flow method. The value-in-use calculation is made using the net present value of the projected post-tax
cash flows for next 5 years and the Terminal Value at the end of the 5 years (after considering the relevant long-term growth rate).
Key assumptions used in the value in use calculations:
The Cash flow projections includes specific estimates for 5 years developed using expected margins, internal forecast and a
terminal growth rate thereafter of 2.5% p.a. The value assigned to the assumption reflects past experience and are consistent with
the management''s plan for focusing operation in these locations. The management believe that the planned market share growth
per year for next 5 years is reasonably achievable. Discount rate reflects the current market assessment of the risks specific to a
CGU.
The discount rate is estimated based on the weighted average cost of capital for respective CGU. Post-tax discount rate used was
6.22% p.a. for the year ended 31st March, 2025.
The Company believes that any reasonably possible change in the key assumptions on which a recoverable amount is based
would not cause the aggregate carrying amount to exceed the aggregate recoverable amount of the cash generating unit.
Based on the above assumptions and analysis, no impairment was identified for any of the CGU as at 31st March, 2025.
2. No trade or other receivables are due from directors or other officers of the Company either severally or jointly with any other
person.
3. Trade receivable due from private companies in which any director is a partner, director or a member is ? 0.49 crores
(Previous Year: ? 0.38 crores).
4. Trade receivable are non- interest bearing and are generally on credit terms in the rage of 45 to 180 days.
5. The company''s exposure to credit and currency risk and loss allowances related to trade receivables are disclosed in Note 25.
6. For receivables pledge as securities against borrowings see Note 11.
7. Ageing of customers are considered from due date of invoice.
8. Trade receivables includes unbilled amount of ? Nil cr. (Previous Year: ? 2.44 crores).
The Company''s activities expose it to market risk, liquidity risk and credit risk. The Company seeks to minimise the effects of
these risks by using derivative financial instruments to hedge risk exposures. The use of financial derivatives is governed by the
Company''s policies approved by the Board of directors, which provides principles on foreign exchange risk, interest rate risk, credit
risk, use of financial derivatives etc. Compliance with policies and exposure limits is reviewed by risk management committee and
internal auditors. The Company does not enter into or trade financial instruments, including derivative financial instruments, for
speculative purpose.
The Company''s audit committee also oversees how management monitors compliance with the Company''s 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.
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 Company''s trade and other receivables. The carrying amounts of financial
assets represent the maximum credit risk exposure.
The Company''s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics
of the customer, including the default risk of the industry and country in which the customer operates, also has an influence on
credit risk assessment. 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 has
adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral, where appropriate, as a
means of mitigating the risk of financial loss from defaults.
The Company has established a credit policy under which each new customer is analysed individually for creditworthiness before
the standard payment and delivery terms and conditions are offered. The Company''s review includes external ratings, if they are
available, financial statements, credit agency information, industry information and in some cases bank references. Sale limits are
established for each customer and reviewed periodically.
As at 31st March 2025, the carrying amount of the Company''s largest customer which is its subsidiary (excluding advances) was
? 89.18 crores (Previous Year - ? 105.71 crores).
As at 31st March 2025 and 31st March 2024, the Company did not have any significant concentration of credit risk with any external
customers.
(i) Expected credit loss assessment for Trade and Other receivables as at 31st March, 2025 and 31st March, 2024
An impairment analysis is performed at each reporting date. The expected credit losses over lifetime of the asset are estimated
by adopting the simplified approach using a provision matrix. The loss rates are computed using a ''roll rate'' method based on the
probability of receivable progressing through successive stages till full provision for the trade receivable is made.
The Company held cash & cash equivalent including other Bank balance and Deposits held as margin money or security against
borrowings, guarantees and other commitments, of ? 96.75 crores at 31st March, 2025 (Previous Year: ? 16.11 crore). The same are
held with bank and financial institution counterparties with good credit rating.
The forward cover has been entered into with banks/financial institution counterparties with good credit rating.
Other than trade receivables reported above, the Company has no other financial assets which carries any significant credit risk.
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities
that are settled by delivering cash or another financial asset. The Company''s approach to managing liquidity is to ensure, as far
as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions,
without incurring unacceptable losses or risking damage to the Company''s reputation.
Management monitors rolling forecasts of the Company''s liquidity position (comprising the undrawn borrowing facilities) and cash
and cash equivalents on the basis of expected cash flows. The Company''s objective is to maintain a balance between continuity of
funding and flexibility through the use of bank overdraft/cash credit facility. The Company also monitors the level of expected cash
inflows on trade receivables and loans together with expected cash outflows on trade payables and other financial liabilities. The
Company has access to a sufficient variety of sources of short term funding with existing lenders. The Company has arrangements
with the reputed banks and has unused line of credit that could be drawn upon should there be need.
The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and
undiscounted, and exclude the impact of netting agreements:
Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from adverse changes in market rates
and prices (such as interest rates and foreign currency exchange rates) or in the price of market risk-sensitive instruments as a result
of such adverse changes in market rates and prices. Market risk is attributable to all market risk-sensitive financial instruments, all
foreign currency receivables and payables and all short-term and long-term debt. The Company is exposed to market risk primarily
related to foreign exchange rate risk and interest rate risk.
The Company operates internationally and is exposed to foreign exchange risk arising from foreign currency transactions, primarily
with respect to the USD, EURO, GBP, CHF, Chinese Renminbi (RMB) and SGD. The Company has in place a Risk management
policy to manage the foreign exchange exposure.
The Foreign currency exchange rate exposure is partly balanced through natural hedge, where in the company''s borrowing is in
foreign currency and cash flow generated from financial assets is also in same foreign currency. This provide an economic hedge
without derivatives being entered into and therefore hedge accounting not applied in these circumstances.
In respect of other monetary assets and liabilities denominated in foreign currencies, the Company''s policy is to ensure that its net
exposure is kept to an acceptable level by buying or selling foreign currencies at spot rates when necessary to address short-term
imbalances.
The Company enters into foreign currency forward contracts and other authorized derivative contracts, which are not intended for
trading or speculative purposes but for hedge purposes to establish the amount of reporting currency required or available at the
settlement date of certain payables/receivables and borrowings.
The Company uses derivative instruments, mainly foreign exchange forward contracts to mitigate the risk of changes in foreign
currency exchange rates in line with the policy.
The Company hedges majority of its estimated foreign currency exposure in respect of annual forecast sales and certain portion
of forecast sales for future years. The Company uses forward exchange contracts to hedge its currency risk, most with a maturity
of one year or less from the reporting date.
Interest rate risk is the risk that the fair value or future cashflows of a financial instrument will fluctuate because of changes in
market interest rates. The Company''s main interest rate risk arises from long-term borrowings with variable rates, which expose the
Company to cash flow interest rate risk.
The company''s fixed rate borrowings are carried at amortised cost. They are therefore not subject to interest rate risk as defined in
Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.
The Company''s approach to managing interest rate risk is to have a judicious mix of borrowed funds with fixed and floating interest
rate obligation.
The Company''s business objective includes safe-guarding its earnings against adverse effect of foreign exchange and interest
rates. The Company has adopted a structured risk management policy to hedge all these risks within an acceptable risk limit and
an approved hedge accounting framework which allows for Cash Flow hedges. Hedging instruments include forwards and swap
as derivative instruments to achieve this objective. The table below shows the position of hedging instruments and hedged items
as on the balance sheet date.
For the purpose of the Company''s capital management, capital includes issued equity capital and all other equity reserves
attributable to the equity holders of the Company. The primary objective of the Company''s capital management is to safeguard
the Company''s ability to remain as a going concern and maximise the shareholder value.
The Company manages its capital structure and makes adjustments in light of changes in economic conditions, annual operating
plans and long term and other strategic investment plans. In order to maintain or adjust the capital structure, the Company may
adjust the amount of dividends paid to shareholders or return capital to shareholders.
The Company''s goal is to continue to be able to return excess liquidity to shareholders by continuing to distribute annual dividends
in future periods. The amount of future dividends of equity shares will be balanced with efforts to continue to maintain an adequate
liquidity status.
The Company monitors capital using a ratio of ''adjusted net debt'' to ''equity''. For this purpose, adjusted net debt is defined as
total liabilities, comprising interest-bearing loans and borrowings less cash and cash equivalents and Investment in marketable
instruments. Equity comprises all components of equity including share premium and all other equity reserves attributable to the
equity share holders.
In order to achieve this overall objective, the Company''s capital management, amongst other things, aims to ensure that it meets
financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. There have
been no breaches in the financial covenants of any interest-bearing loans and borrowings in the current period.
No changes were made in the objectives, policies or processes for managing capital of the Company during the current and
previous year.
The Company has an obligation towards gratuity, a defined benefit obligation. The benefits are governed by the Payment of
Gratuity Act, 1972. The company makes lumpsum payment to vested employees an amount based on 15 days last drawn basic
salary including dearness allowance (if any) for each completed year of service or part thereof in excess of six months. Vesting
occurs upon completion of five years of service.
The most recent actuarial valuation of the defined benefit obligation was carried out at the balance sheet date. The present value
of the defined benefit obligations and the related current service cost and past service cost were measured using the Projected
Unit Credit Method.
Based on the actuarial valuation obtained in this respect, the following table sets out the details of the employee benefit obligation
as at balance sheet date:
The Company makes contributions towards provident fund and super annuation fund which are in the nature of defined
contribution post employment benefit plans. Under the plan, the Company is required to contribute a specified percentage of
payroll cost to fund the benefits. Amount recognised as an expense in the Statement of Profit and Loss - included in Note 19 -
âContribution to provident and other fundsâ ? 2.29 crore (Previous Year - ? 2.22 crore ). The contributions payable to these plans by
the Company are at rates specified in the rules of the schemes.
The amalgamation held between Dishman Pharmaceuticals and Chemical Limited and Dishman Care Limited into Dishman
Carbogen Amcis Limited accounted in the year 2016-17 under the âPurchase Methodâ as per the then prevailing Accounting
Standard 14 - Accounting for Amalgamations, as referred to in the Scheme of Amalgamation approved by the Hon''ble High
Court, Gujarat, which is different from Ind AS 103 âBusiness Combinationsâ. The excess of consideration payable over net assets
acquired had been recorded as goodwill amounting to ? 1,326.86 crores, represented by underlying intangible assets acquired on
amalgamation and was being amortized over the period of 15 years from the Appointed Date i.e. 1st January, 2015.
The value of the Goodwill had already been reduced by ? 641.28 crores by March 31, 2022, the Board re-assessed the life of the
Goodwill looking at the expected growth and benefits available to the Company. Taking a conservative view, considering the
possible impact of COVID and the delay in clearance of EDQM observations for the Bavla site, the Board revised the useful life
of goodwill to 15 years starting from 1st April 2022 instead of the remainder useful life of 7 years, with a next time frame to further
re-assess the same after COVID and major regulatory clearance.
After successfully completing all major regulatory audit in last six to twelve months and the impact of COVID having phased out,
the Board now expects the performance of the India business to improve and the current value of Goodwill as on 1st April, 2024
of ? 594.17 Crores as reflecting a fair value of the intangible assets for a sustainably long period. The robust outlook in the CDMO
sector also supports the company''s path for growth.
Considering all above factors, Board has decided to keep the current goodwill value of ? 594.17 Crores till perpetuity i.e. 99 years
considering life with effect from Janaury 1, 2015. This change in estimate of life will be applicable prospectively over the remaining
useful life starting from 1st April, 2024. The goodwill will tested for impairment at the end of every financial year.
Had the goodwill not been amortized as required under Ind AS 103, the Depreciation and Amortization expense for the year ended
31st March, 2025 would have been lower by ? 6.60 crores (Previous year ? 45.71 crores) and the Loss Before Tax for the year ended
31st March, 2025 have been lower by an equivalent amount.
Group is required to disclose segment information based on the
''management approach'' as defined in Ind AS 108- Operating
Segments, which is how the Chief Operating Decision Maker
(CODM) evaluates the Group''s performance and allocates
resources based on the analysis of the various performance
indicators. CODM reviews the results of the Group engaged
in the business of Contract Development and Manufacturing
Organisation (CDMO), quats, specialty chemicals, Vitamins
D3 and its analogues, cholesterols etc. Accordingly, Group as
a whole is a single segment. The information as required under
Ind AS 108 is available directly from the financial statements,
hence no separate disclosure has been made.
a) During the previous year, the Company discarded certain
inventory, which was not expected to be usable for
projects that the company estimated to undertake in near
to mid-term. The loss on account of this impairment was
f 3.05 Crores.
Nami Trading FZ LLC registered with Ras Al Khaimah Economic
Zone, UAE has been de-registered w.e.f. 17th May, 2024, which
was dormant since long. The Company had invested in the said
Company an amount of AED 15,000 (f 4.00 lacs).
The Company is not as large Corporate as per applicability
of criteria given under the SEBI circular SEBI/HO/DDHS/
CIR/2018/144 dated November 20, 2018.
The title deeds of all the immovable properties are held in
the name of the company, however, in respect of one lease
hold land with gross block of f 104.70 Crores and net block
of f 93.43 Crores, the lease deed has been executed but not
registered with relevant authorities.
The Company has not revalued its property, plant and
equipment or intangible assets or both during the current or
previous year.
No proceedings have been initiated on or are pending against
the Company for holding benami property under the Benami
Transactions (Prohibition) Act, 1988 (45 of 1988) and rules
made thereunder.
The Company has borrowings from banks on the basis of
security of current assets. The quarterly returns or statements
of current assets filed by the Company with banks are in
agreement with the books of accounts.
The Company has not been declared wilful defaulter by any
bank or financial institution or other lender.
The Company has no transactions with the companies struck
off under Section 248 of the Companies Act, 2013 or Section
560 of the Companies Act, 1956 except mentioned below:
There are no charges or satisfaction yet to be registered with
Registrar of Companies (ROC) beyond the statutory period
except for vehicle loan availed by the Company, amounting
to ? 1.59 Crores relating to creation for which Bank''s charge
is registered with RTO, Bank has not intended for the same
and while ? 1.91 Crores relating to satisfaction, the same has
not been registered with ROC due to non-receipt of no due
certificate from bank.
The Company has complied with the number of layers
prescribed under the Section 2(87) of the Companies Act,
2013 read with Companies (Restriction on number of layers)
Rules, 2017.
No funds have been advanced or loaned or invested (either
from borrowed funds or share premium or any other sources
or kind of funds) by the Company to or in any other person
or entity, including foreign entities (âIntermediariesâ) with the
understanding, whether recorded in writing or otherwise, that
the Intermediary shall lend or invest in party identified by or on
behalf of the Company (Ultimate Beneficiaries). The Company
has not received any fund from any party(Funding Party) with
the understanding that the Company shall whether, directly or
indirectly lend or invest in other persons or entities identified
by or on behalf of the Company (âUltimate Beneficiariesâ) or
provide any guarantee, security or the like on behalf of the
Ultimate Beneficiaries.
There is no income surrendered or disclosed as income during
the current or previous year in the tax assessments under the
IncomeTax Act, 1961, that has not been recorded previously in
the books of account.
The Company has not traded or invested in crypto currency or
virtual currency during the current or previous year.
The borrowings obtained by the company from banks and
financial institutions have been applied for the purposes for
which such loans were taken.
The Company uses an accounting software for maintaining its
books of account which has a feature of recording audit trail
(edit log) facility and the same has operated throughout the
year for all relevant transactions recorded in the accounting
software. However, Audit trail feature is not available at the
database level for the underlying HANA database for the year.
Further no instance of audit trail feature being tampered with
was noted in respect of the accounting software.
The Code on Social Security, 2020 (''Code'') 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. The
Company will assess the impact of the Code when it comes
into effect and will record any related impact in the period the
Code becomes effective.
Previous year figures are regrouped/reclassified wherever
required to make them comparable.
The Company evaluates events and transactions that occur
subsequent to the balance sheet date but prior to the financial
statements to determine the necessity for recognition and/
or reporting of any of these events and transactions in the
financial statements. As of 21st May, 2025 there were no
subsequent events to be recognized or reported that are not
already disclosed.
The financial statements were authorised for issue by the
Company''s Audit Committee and Board of directors at their
respective meetings on 21st May, 2025.
Notes:
1. Net Debt = Total Debt (Long Term Short Term)excluding lease liabilities - Cash & Cash equivalent (including Other bank
balances, Deposits and liquid investments)
2. Earning for Debt Service includes Net profit non cash expenses Interest on term loan.
3. Debt Service includes Interest on term loan current maturity of Long term borrowing.
4. The Company had received fund infusion from Group Entities in form of long term supplies advance,which was utilise to
service the debt.
As per our attached report of even date For and on behalf of the Board of Directors
For T R Chadha & Co. LLP Arpit J. Vyas Deohooti J. Vyas
Chartered Accountants Global Managing Director WholeTime Director
Firm''s Reg. No: 006711N/N500028 DIN: 01540057 DIN: 00004876
Brijesh Thakkar Harshil R. Dalal Shrima G. Dave
Partner Global CFO Company Secretary
Membership No. 135556 ACS 29292
Place: Ahmedabad Place: Ahmedabad
Date: 21st May, 2025 Date: 21st May, 2025
Mar 31, 2024
2.16 Provisions and Contingencies
Provisions are recognised when the Company has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated. Provisions are not recognised for future operating losses.
Provisions are measured at the present value of managementâs best estimate of the expenditure required to settle the present obligation at the end of the reporting period. The discount rate used to determine the present value is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognised as interest expense.
A provision for onerous contracts is recognized when the expected benefits to be derived by the Company from a contract are lower than the unavoidable cost of meeting its obligations under the contract. The provision has been recognised where cost to fulfil the terms of the project contracts are estimated to be higher than financial and economics benefits to be received. Before a provision is established, the Company recognizes any impairment loss on the assets associated with that contract.
Contingent liabilities are recognised at their fair value only, if they were assumed as part of a business combination. Contingent assets are not recognised. However, when the realisation of income is virtually certain, then the related asset is no longer a contingent asset, and is recognised as an asset. Information on contingent liabilities is disclosed in the notes to the financial statements, unless the possibility of an outflow of resources embodying economic benefits is remote. The same applies to contingent assets where an inflow of economic benefits is probable.
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operational decision maker monitors the operating results of its business Segments separately for the purpose of making decision about the resources allocation and performance assessment. Segment performance is evaluated based on the profit or loss and is measured consistently with profit or loss in the financial statements. The operating segments have been identified on the basis of the nature of products/ services.
Cash and cash equivalent in the balance sheet comprises cash at bank and on hand and short-term deposits with an original maturity of three months or less, which are subject to an insignificant risk of changes in value. Bank overdrafts are shown within borrowings in current liabilities in the balance sheet.
Dividend distributed to Equity shareholders is recognised as distribution to owners of capital in the Statement of Changes in Equity, in the period in which it is paid.
The basic Earnings Per Share ("EPSâ) is computed by dividing the net profit/(loss) after tax for the year attributable to the equity shareholders by the weighted average number of equity shares outstanding during the year.
For the purpose of calculating diluted earnings per share, net profit/(loss) after tax for the year attributable to the equity shareholders and the weighted average number of equity shares outstanding during the year are adjusted for the effects of all dilutive potential equity shares.
An assets is classified as current if:
(a) it is expected to be realised or sold or consumed in the Companyâs normal operating cycle;
(b) it is held primarily for the purpose of trading;
(c) it is expected to be realised within twelvemonths after the reporting period; or
(d) it is cash or a cash equivalent unless it is restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.
All other assets are classified as non-current.
A liability is classified as current if:
(a) it is expected to be settled in normal operating cycle;
(b) it is held primarily for the purpose of trading;
(c) it is expected to be settled within twelvemonths after the reporting period;
(d) it has no unconditional right to defer the settlement of the liability for at lease twelvemonths after the reporting period.
All other liabilities are classified as non-current.
The operating cycle is the time between acquisition of assets for processing and their realisation in cash and cash equivalents. The Companyâs normal operating cycle is twelve months.
The preparation of the Companyâs financial statements in conformity with Ind AS requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances existing when the financial statements were prepared. The estimates and underlying assumptions are reviewed on an ongoing basis. Revision to accounting estimates is recognised in the year in which the estimates are revised and in any future year affected.
In the process of applying the Companyâs accounting policies, management has made the following judgements which have significant effect on the amounts recognised in the financial statements:
Determination of the estimated useful life of tangible assets and the assessment as to which components of the cost may be capitalised. Useful life of tangible assets is based on the life specified in Schedule II of the Companies Act, 2013 and also as per management estimate for certain category of assets. Assumption also need to be made, when Company assesses, whether as asset may be capitalised and which components of the cost of the assets may be capitalised. The goodwill recorded on merger has been amortised in accordance with the power confirmed to Board of Directors by Honorable High Court through scheme.
At the inception of an arrangement whether the arrangement is or contain lease. At the inception or reassessment of an arrangement that contains a lease, Company separates payments and other consideration required by the arrangement into those for the lease and those for the other elements on the basis of their relative fair values. The Company has determined, based on an evaluation of the terms and conditions of the arrangements, that such contracts are not in the nature of leases.
The Company uses the percentage of completion method in accounting for its fixed price contract. Use of percentage of completion requires the Company to estimate the service performed to date as a proportion of the total service to be performed. Determination of the stage of completion is technical matter and determined by the management experts.
When the fair values of financial assets and financial liabilities recorded in the Balance Sheet cannot be measured based on quoted prices in active markets, their fair value is measured using appropriate valuation techniques. The inputs for these valuations are taken from observable sources where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of various inputs including liquidity risk, credit risk, volatility etc. Changes in assumptions/ judgements about these factors could affect the reported fair value of financial instruments.
The cost of the defined benefit gratuity plan and other post-employment benefits and the present value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary
increases and mortality rates. Due to the complexities involved in the valuation and its long term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.
Trade receivables do not carry interest and are stated at their normal value as reduced by appropriate allowances for estimated irrecoverable amounts. Individual trade receivables are written off when management deems them not collectable. Impairment is made on the expected credit loss model, which are the present value of the cash shortfall over the expected life of the financial assets. The impairment provisions for financial assets are based on assumption about the risk of default and expected loss rates. Judgement in making these assumption and selecting the inputs to the impairment calculation are based on past history, existing market condition as well as forward looking estimates at the end of each reporting period.
Management reviews the inventory age listing on a periodic basis. This review involves comparison of the carrying value of the aged inventory items with the respective net realizable value. The purpose is to ascertain whether an allowance is required to be made in the financial statements for any obsolete and slow-moving items. Management is satisfied that adequate allowance for obsolete and slow-moving inventories has been made in the financial statements.
The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, the Company estimates the assetâs recoverable amount. An assetâs recoverable amount is the higher of an assetâs or Cash Generating Units (CGUâs) fair value less costs of disposal and its value in use. It is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or a groups of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.
In assessing value in use, the estimated future cash flows are discounted to their present value using pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market transactions are taken into account, if no such transactions can be identified, an appropriate valuation model is used.
Deferred tax (Including MAT Credit) assets are recognised for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant management judgment is required to determine the
amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits together with future tax planning strategies. Management judgement is required for the calculation of provision for income taxes and deferred tax assets and liabilities. Company reviews at each balance sheet date the carrying amount of deferred tax assets. The factors used in estimates may differ from actual outcome which could lead to significant adjustment to the amounts reported in the financial statements.
Management judgement is required for estimating the possible outflow of resources, if any, in respect of contingencies/claim/litigation against Company as it is not possible to predict the outcome of pending matters with accuracy.
Ministry of Corporate Affairs ("MCAâ) notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. For the year ended March 31, 2024, MCA has not notified any new standards or amendments to the existing standards applicable to the Company.
The goodwill at each CGU level (acquisition on account of merger of erstwhile DPCL) is tested for impairment at least annually and when events occur or changes in circumstances indicate that the recoverable amount is less than its carrying value. The recoverable amount is based on a value-in-use calculation using the discounted cash flow method. The value-in-use calculation is made using the net present value of the projected post-tax cashflows for next 5 years and the Terminal Value at the end of the 5 years (after considering the relevant long-term growth rate).
The Cash flow projections includes specific estimates for 5 years developed using expected margins, internal forecast and a terminal growth rate thereafter of 3.50% p.a. The value assigned to the assumption reflects past experience and are consistent with the management''s plan for focusing operation in these locations. The management believes that the planned market share growth per year for next 5 years is reasonably achievable.
Discount rate reflects the current market assessment of the risks specific to a CGU. The discount rate is estimated based on the weighted average cost of capital for respective CGU. Post-tax discount rate used was 14.18% p.a.
The Company believes that any reasonably possible change in the key assumptions on which a recoverable amount is based would not cause the aggregate carrying amount to exceed the aggregate recoverable amount of the cash generating unit.
Based on the above assumptions and analysis, no impairment was identified for any of the CGU as at 31st March, 2024.
Investments: The investment at each CGU level is tested for impairment at least annually and when events occur or changes in circumstances indicate that the recoverable amount is less than its carrying value. The recoverable amount is based on a value-in-use calculation using the discounted cash flow method. The value-in-use calculation is made using the net present value of the projected post-tax cash flows for next 5 years and the Terminal Value at the end of the 5 years (after considering the relevant long-term growth rate).
Key assumptions used in the value in use calculations: The Cash flow projections includes specific estimates for 5 years developed using expected margins, internal forecast and a terminal growth rate thereafter of 2.50% p.a. The value assigned to the assumption reflects past experience and are consistent with the management''s plan for focusing operation in these locations. The management believe that the planned market share growth per year for next 5 years is reasonably achievable. Discount rate reflects the current market assessment of the risks specific to a CGU.
The discount rate is estimated based on the weighted average cost of capital for respective CGU. Post-tax discount rate used was 6.02% p.a. for the year ended 31st March, 2024.
The Company believes that any reasonably possible change in the key assumptions on which a recoverable amount is based would not cause the aggregate carrying amount to exceed the aggregate recoverable amount of the cash generating unit.
Based on the above assumptions and analysis, no impairment was identified for any of the CGU as at 31st March, 2024.
3. The fair values for investment in equity shares other than subsidiaries, joint venture and associate were calculated based on cash flows discounted using a current lending rate. They are classified as level 3 fair values in the fair value hierarchy due to the inclusion of unobservable inputs.
The fair value of financial instruments as referred to above have been classified into three categories depending on the inputs used in the valuation technique. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and lowest priority to unobservable inputs (Level 3 measurements).
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments, traded bonds and mutual funds that have quoted price. The fair value of all equity instruments which are traded in the stock exchanges is valued using the closing price as at the reporting period.
Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise
the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities included in level 3.
D. The carrying amount of financial assets and financial liabilities measured at amortised cost in the financial statements are a reasonable approximation of their fair values since the Company does not anticipate that the carrying amounts would be significantly different from the values that would eventually be received or settled.
The following is the valuation technique used in measuring Level 2 and Level 3 fair values, for the financial instruments measured at fair value in the statement of financial position, as well as significant unobservable inputs used.
The Companyâs financial risk management is an integral part of how to plan and execute its business strategies. The Companyâs activities expose it to a variety of its financial risk including:
⢠Credit risk
⢠Liquidity risk
⢠Market risk
The Companyâs board of directors has overall responsibility for the establishment and oversight of the Companyâs risk management framework.
The Companyâs activities expose it to market risk, liquidity risk and credit risk. The Company seeks to minimise the effects of these risks by using derivative financial instruments to hedge risk exposures. The use of financial derivatives is governed by the Company''s policies approved by the Board of directors, which provides principles on foreign exchange risk, interest rate risk, credit risk, use of financial derivatives etc. Compliance with policies and exposure limits is reviewed by risk management committee and internal auditors. The Company does not enter into or trade financial instruments, including derivative financial instruments, for speculative purpose.
The Companyâs audit committee also 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) Credit risk
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 trade and other
receivables. The carrying amounts of financial assets represent the maximum credit risk exposure.
1. Trade and other receivables
The Companyâs exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics of the customer, including the default risk of the industry and country in which the customer operates, also has an influence on credit risk assessment. 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 has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults.
The Company has established a credit policy under which each new customer is analysed individually for creditworthiness before the standard payment and delivery terms and conditions are offered. The Companyâs review includes external ratings, if they are available, financial statements, credit agency information, industry information and in some cases bank references. Sale limits are established for each customer and reviewed periodically.
As at 31st March 2024, the carrying amount of the Company''s largest customer which is its subsidiary (excluding advances) was '' 105.71 crores (Previous Year: '' 59.47 crores).
As at 31st March 2024 and 31st March 2023, the Company did not have any significant concentration of credit risk with any external customers.
(i) Expected credit loss assessment for Trade and Other receivables as at 31st March, 2024 and 31st March, 2023:
An impairment analysis is performed at each reporting date. The expected credit losses over lifetime of the asset are estimated by adopting the simplified approach using a provision matrix. The loss rates are computed using a ''roll rate'' method based on the probability of receivable progressing through successive stages till full provision for the trade receivable is made.
2. Cash and bank balances
The Company held Cash and Bank balance of '' 9.90 crores at 31st March, 2024 (Previous Year : '' 68.43 crores). The same are held with bank and financial institution counterparties with good credit rating.
3. Derivatives
The forward cover has been entered into with banks/financial institution counterparties with good credit rating.
4. Others
Other than trade receivables reported above, the Company has no other financial assets which carries any significant credit risk.
(B) Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Companyâs approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Companyâs reputation.
Management monitors rolling forecasts of the Companyâs liquidity position (comprising the undrawn borrowing facilities) and cash and cash equivalents on the basis of expected cash flows. The Companyâs objective is to maintain a balance between continuity of funding and flexibility through the use of bank overdraft/cash credit facility. The Company also monitors the level of expected cash inflows on trade receivables and loans together with expected cash outflows on trade payables and other financial liabilities. The Company has access to a sufficient variety of sources of short term funding with existing lenders. The Company has arrangements with the reputed banks and has unused line of credit that could be drawn upon should there be need.
(i) Maturities of financial liabilities
The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and exclude the impact of netting agreements.
(C) Market risk
Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from adverse changes in market rates and prices (such as interest rates and foreign currency exchange rates) or in the price of market risk-sensitive instruments as a result of such adverse changes in market rates and prices. Market risk is attributable to all market risk-sensitive financial instruments, all foreign currency receivables and payables and all short-term and long-term debt. The Company is exposed to market risk primarily related to foreign exchange rate risk and interest rate risk.
(i) Foreign currency risk
The Company operates internationally and is exposed to foreign exchange risk arising from foreign currency transactions, primarily with respect to the USD, EURO, GBP, CHF, Chinese Renminbi (RMB) and SGD. The Company has in place a Risk management policy to manage the foreign exchange exposure.
The Foreign currency exchange rate exposure is partly balanced through natural hedge, where in the Companyâs borrowing is in foreign currency and cash flow generated from financial assets is also in same foreign currency. This provide an economic hedge without derivatives being entered into and therefore hedge accounting not applied in these circumstances.
In respect of other monetary assets and liabilities denominated in foreign currencies, the Companyâs policy is to ensure that its net exposure is kept to an acceptable level by buying or selling foreign currencies at spot rates when necessary to address short-term imbalances.
The Company enters into foreign currency forward contracts and other authorized derivative contracts, which are not intended for trading or speculative purposes but for hedge purposes to establish the amount of reporting currency required or available at the settlement date of certain payables/receivables and borrowings.
The Company uses derivative instruments, mainly foreign exchange forward contracts to mitigate the risk of changes in foreign currency exchange rates in line with the policy.
(ii) Cash flow and fair value interest rate risk
Interest rate risk is the risk that the fair value or future cashflows of a financial instrument will fluctuate because of changes in market interest rates. The Company''s main interest rate risk arises from long-term borrowings with variable rates, which expose the Company to cash flow interest rate risk. During 31st March 2024, the Companyâs borrowings at variable rate were mainly denominated in USD and CHF.
The Companyâs fixed rate borrowings are carried at amortised cost. They are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.
The Company''s approach to managing interest rate risk is to have a judicious mix of borrowed funds with fixed and floating interest rate obligation.
(a) Interest rate risk exposure
The exposure of the Companyâs borrowing to interest rate changes at the end of the reporting period are as follows:
The Company has an obligation towards gratuity, a defined benefit obligation. The benefits are governed by the Payment of Gratuity Act, 1972. The Company makes lumpsum payment to vested employees an amount based on 15 days last drawn basic salary including dearness allowance (if any) for each completed year of service or part thereof in excess of six months. Vesting occurs upon completion of five years of service.
The most recent actuarial valuation of the defined benefit obligation was carried out at the balance sheet date. The present value of the defined benefit obligations and the related current service cost and past service cost were measured using the Projected Unit Credit Method.
Notes:
a) Amount recognised as an expense in the Statement of Profit and Loss and included in Note 19 under "Salaries and wages":
Gratuity '' 1.69 crores (Previous year: '' 1.52 crores) and Leave encashment '' 0.46 crores (Previous year: ('' 0.29) crores)
b) The estimates of future salary increases considered in the actuarial valuation take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.
The Company makes contributions towards provident fund and super annuation fund which are in the nature of defined contribution post employment benefit plans. Under the plan, the Company is required to contribute a specified percentage of payroll cost to fund the benefits. Amount recognised as an expense in the Statement of Profit and Loss - included in Note 19 - "Contribution to provident and other fundsâ '' 2.22 crores (Previous Year: '' 2.34 crores). The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.
The amalgamation held between Dishman Pharmaceuticals and Chemical Limited and Dishman Care Limited into Dishman Carbogen Amcis Limited accounted in the year 2016-17 under the "Purchase Methodâ as per the then prevailing Accounting Standard 14 - Accounting for Amalgamations, as referred to in the Scheme of Amalgamation approved by the Honâble High Court, Gujarat, which is different from Ind AS 103 "Business Combinationsâ. The excess of consideration payable over net assets acquired had been recorded as goodwill amounting to '' 1,326.86 crores, represented by underlying intangible assets acquired on amalgamation and was being amortized over the period of 15 years from the Appointed Date i.e. 1st January, 2015.
Had the goodwill not been amortized as required under Ind AS 103, the Depreciation and Amortization expense for the year ended 31st March, 2024 would have been lower by '' 45.71 crores (Previous year '' 45.71 crores) and the Loss Before Tax for the year ended 31st March, 2024 have been lower by an equivalent amount.
During the previous year, Board of Directors had re-assessed the life of goodwill with the power confirmed by Honorable High Court through scheme, considering the benefits to be available to the Company going forward, and accordingly had decided to amortize the carrying value of '' 685.58 Crores over a revised life of 15 years starting from 1st April, 2022. Had the useful life of the Goodwill not been revised by the Board of Directors, the Depreciation and Amortization expense for the previous year ended March 31, 2023 would had been higher by '' 42.75 Crores and profit before tax year ended March 31, 2023 would had been lower by equivalent amount.
Group is required to disclose segment information based on the âmanagement approachâ as defined in Ind AS 108 - Operating Segments, which is how the Chief Operating Decision Maker (CODM) evaluates the Groupâs performance and allocates resources based on the analysis of the various performance indicators. CODM reviews the results of the Group engaged in the business of Contract Research and Manufacturing Services (CRAMS), quats, specialty chemicals, Vitamins D3 and its analogues, cholesterols etc. Accordingly, Group as a whole is a single segment. The information as required under Ind AS 108 is available directly from the financial statements, hence no separate disclosure has been made.
During the year, the certain covenants related to the non-convertible debentures were breached as on 31st March, 2024. However, subsequent to the balance sheet date but prior to the date of the board meeting, the Company obtained revised covenant requirement, as requested, from the debenture holders and is in compliance with the same.
a) During the year, the Company discarded certain inventory, which was not expected to be usable for projects that the Company estimated to undertake in near to mid-term. The loss on account of this impairment was '' 3.05 crores.
b) During the previous year, upon application made by the Company, name of the wholly owned subsidiary viz. Dishman Middle East (FZE) has been
struck-off, which was dormant since long. The loss of '' 2 crores on the same has been reported as an exceptional item.
Nami Trading FZ LLC registered with Ras Al Khaimah Economic Zone, UAE has been de-registered w.e.f. 17th May, 2024, which was dormant since long. The Company had invested in the said Company an amount of AED 15,000 ('' 4.00 lakhs).
NOTE 39: The Company is not as large Corporate as per applicability of criteria given under the SEBI circular SEBI/HO/DDHS/CIR/2018/144 dated 20th November, 2018.
The title deeds of all the immovable properties are held in the name of the Company, however, in respect of one lease hold land with gross block of '' 104.70 crores and net block of '' 94.53 crores, the lease deed has been executed but not registered with relevant authorities.
The Company has not revalued its property, plant and equipment or intangible assets or both during the current or previous year.
No proceedings have been initiated on or are pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.
D. Borrowing secured against current assets
The Company has borrowings from banks on the basis of security of current assets. The quarterly returns or statements of current assets filed by the Company with banks are in agreement with the books of accounts.
E. Wilful defaulter
The Company has not been declared wilful defaulter by any bank or financial institution or other lender.
F. Relationship with struck off companies
The Company has no transactions with the companies struck off under Section 248 of the Companies Act, 2013 or Section 560 of the Companies Act, 1956.
G. Registration of charges or satisfaction with Registrar of Companies (ROC):
There are no charges or satisfaction yet to be registered with Registrar of Companies (ROC) beyond the statutory period except for vehicle loan availed by the Company, amounting to '' 1.04 crores for which charge satisfaction has not been registered with ROC due to non receipt of no due certificate from bank.
H. Compliance with number of layers of companies
The Company has complied with the number of layers prescribed under the Section 2(87) of the Companies Act, 2013 read with Companies (Restriction on number of layers) Rules, 2017.
I. Utilisation of borrowed funds and share premium
No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entities ("Intermediariesâ) with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries). The Company has not received any fund from any party(Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company ("Ultimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
J. Undisclosed income
There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under the Income Tax Act, 1961, that has not been recorded previously in the books of account.
K. Details of crypto currency or virtual currency
The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.
L. Utilisation of borrowings availed from banks and financial institutions
The borrowings obtained by the Company from banks and financial institutions have been applied for the purposes for which such loans were taken.
NOTE 41: There was a joint inspection carried out during the quarter ending March, 2020 by the Swissmedic and European Directorate for the Quality of Medicines & HealthCare (EDQM), due to which there were certain audit observations issued deficient to EU GMP Part II and other relevant Annexes for the Companyâs Bavla site. There was an impact on the production at the Companyâs Bavla manufacturing site due to the observations received, which impacted the revenue and profitability of the Companyâs operations at Bavla since March 2020 till now.
The Companyâs Bavla site was jointly successfully inspected by the EDQM and Italian Medicines Agency (AIFA) from 18th September, 2023 to 20th September, 2023. The Companyâs Bavla site was also successfully inspected by the Japanese PMDA from 31st July, 2023 to 3rd August, 2023. The final certificates of both the above successful inspections were received on 23rd January, 2024 and 2nd February, 2024 from Japanese PMDA authority and EDQM & AIFA authorities respectively.
The Companyâs Bavla site was also inspected by US Food and Drug Administration (USFDA) during 4th March, 2024 to 7th March, 2024. On 8th May, 2024 the Company has received Establishment Inspection Report (EIR) from the US FDA indicating closure of the inspection.
NOTE 42: The Company uses an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the accounting software. However, Audit trail feature is not available at the database level for the underlying HANA database for the year. Further no instance of audit trail feature being tampered with was noted in respect of the accounting software.
NOTE 43: Social Security, 2020 (''Code'')
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. The Company will assess the impact of the Code when it comes into effect and will record any related impact in the period the Code becomes effective.
NOTE 44: Previous year figures are regrouped/ reclassified wherever required to make them comparable.
Note 45: The Company evaluates events and transactions that occur subsequent to the balance sheet date but prior to the financial statements to determine the necessity for recognition and/or reporting of any of these events and transactions in the financial statements. As of 30th May, 2024 there were no subsequent events to be recognized or reported that are not already disclosed.
NOTE 46: The financial statements were authorised for issue by the Company''s Audit Committee and Board of Directors at their respective meetings on 30th May, 2024.
Notes:
1 Total Debt include Long-term debt Short-term debt (excluding lease liability) Interest accrued but not due on bank borrowing. Share holder equity represents equity share capital plus reserves.
2. Earning for Debt Service includes Net profit non-cash expenses Interest on term loan.
3. Debt Service includes Interest on term loan current maturity of Long-term borrowing.
4. Capital Employed includes Tangible Net Worth Total Debt Deferred Tax Liability.
5. The Company had received fund infusion from Group Entities in form of long term supplies advance,which was utilise to service the debt.
For T R Chadha & Co. LLP For and on behalf of the Board of Directors
Chartered Accountants.
Firm''s Reg. No: 006711N/N500028
Brijesh Thakkar Arpit J. Vyas Deohooti J. Vyas
Partner Global Managing Director Whole-Time Director
Membership No. 135556 DIN: 01540057 DIN: 00004876
Place: Ahmedabad Place: Vitznau
Date: 30th May, 2024
Harshil R. Dalal Shrima G. Dave
Global CFO Company Secretary
ACS 29292
Place: Ahmedabad Date: 30th May, 2024
Mar 31, 2023
Provisions and Contingencies
Provisions are recognised when the company has a
present legal or constructive obligation as a result of
past events, it is probable that an outflow of resources
will be required to settle the obligation and the amount
can be reliably estimated. Provisions are not recognised
for future operating losses.
Provisions are measured at the present value of
management''s best estimate of the expenditure
required to settle the present obligation at the end of the
reporting period. The discount rate used to determine
the present value is a pre-tax rate that reflects current
market assessments of the time value of money and
the risks specific to the liability. The increase in the
provision due to the passage of time is recognised as
interest expense.
A provision for onerous contracts is recognized when
the expected benefits to be derived by the Company
from a contract are lower than the unavoidable cost of
meeting its obligations under The provision has been
recognised where cost to fulfil the terms of the project
contracts are estimated to be higher than financial and
economics benefits to be received. Before a provision is
established, the Company recognizes any impairment
loss on the assets associated with that contract.
Contingent liabilities are recognised at their fair
value only, if they were assumed as part of a business
combination. Contingent assets are not recognised.
However, when the realisation of income is virtually
certain, then the related asset is no longer a contingent
asset, and is recognised as an asset. Information on
contingent liabilities is disclosed in the notes to the
financial statements, unless the possibility of an outflow
of resources embodying economic benefits is remote.
The same applies to contingent assets where an inflow
of economic benefits is probable.
Operating segments are reported in a manner consistent
with the internal reporting provided to the CODM. The
CODM monitors the operating results of its business
Segments separately for the purpose of making decision
about the resources allocation and performance
assessment. Segment performance is evaluated based
on the profit or loss and is measured consistently with
profit or loss in the financial statements. CODM reviews
the results of the Group engaged in the business of
Contract Research and Manufacturing Services (CRAMS),
quats, specialty chemicals, Vitamins D3 and its analogues,
cholesterols, disinfectants etc. Accordingly, the Company
as a whole is a single segment.
Cash and cash equivalent in the balance sheet
comprises cash at bank and on hand and short-term
deposits with an original maturity of three months or
less, which are subject to an insignificant risk of changes
in value. Bank overdrafts are shown within borrowings
in current liabilities in the balance sheet.
2.19 Dividend distribution to equity shareholders
Dividend distributed to Equity shareholders is recognised
as distribution to owners of capital in the Statement of
Changes in Equity, in the period in which it is paid.
The basic Earnings Per Share ("EPSâ) is computed
by dividing the net profit/(loss) after tax for the
year attributable to the equity shareholders by
the weighted average number of equity shares
outstanding during the year.
For the purpose of calculating diluted earnings per
share, net profit/(loss) after tax for the year attributable
to the equity shareholders and the weighted average
number of equity shares outstanding during the year
are adjusted for the effects of all dilutive potential
equity shares.
2.21 Current/Non-current classification
An assets is classified as current if:
(a) it is expected to be realised or sold or consumed in
the Company''s normal operating cycle;
(b) it is held primarily for the purpose of trading;
(c) it is expected to be realised within twelvemonths
after the reporting period; or
(d) it is cash or a cash equivalent unless it is restricted
from being exchanged or used to settle a liability for
at least twelve months after the reporting period.
All other assets are classified as non-current.
A liability is classified as current if:
(a) it is expected to be settled in normal operating
cycle;
(b) it is held primarily for the purpose of trading;
(c) it is expected to be settled within twelvemonths
after the reporting period;
(d) it has no unconditional right to defer the settlement
of the liability for at lease twelvemonths after the
reporting period.
All other liabilities are classified as non-current.
The operating cycle is the time between acquisition of
assets for processing and their realisation in cash and
cash equivalents. The Company''s normal operating
cycle is twelve months.
2.22 Significant accounting estimates, judgements
and assumptions
The preparation of the Company''s financial statements
in conformity with Ind AS requires management to
make judgements, estimates and assumptions that
affect the reported amounts of revenues, expenses,
assets and liabilities and the accompanying disclosures,
and the disclosure of contingent liabilities. Uncertainty
about these assumptions and estimates could result
in outcomes that require a material adjustment to
the carrying amount of assets or liabilities affected
in future periods. The estimates and associated
assumptions are based on historical experience and
various other factors that are believed to be reasonable
under the circumstances existing when the financial
statements were prepared. The estimates and
underlying assumptions are reviewed on an ongoing
basis. Revision to accounting estimates is recognised in
the year in which the estimates are revised and in any
future year affected.
In the process of applying the Company''s accounting
policies, management has made the following
judgements which have significant effect on the
amounts recognised in the financial statements:
a. Useful lives of property, plant and equipment and
Goodwill: Determination of the estimated useful
life of tangible assets and the assessment as to
which components of the cost may be capitalised.
Useful life of tangible assets is based on the life
specified in Schedule II of the Companies Act,
2013 and also as per management estimate for
certain category of assets. Assumption also need
to be made, when company assesses, whether as
asset may be capitalised and which components
of the cost of the assets may be capitalised. The
goodwill recorded on merger has been amortised
in accordance with the power confirmed to Board
of Directors by Honorable High Court through
scheme.
b. Arrangement containing lease: At the inception
of an arrangement whether the arrangement is or
contain lease. At the inception or reassessment of
an arrangement that contains a lease, Company
separates payments and other consideration
required by the arrangement into those for the
lease and those for the other elements on the
basis of their relative fair values. The Company has
determined, based on an evaluation of the terms
and conditions of the arrangements, that such
contracts are not in the nature of leases.
c. Service Income: The Company uses the
percentage of completion method in accounting
for its fixed price contract. Use of percentage of
completion requires the Company to estimate
the service performed to date as a proportion of
the total service to be performed. Determination
of the stage of completion is technical matter and
determined by the management experts.
d. Fair value measurement of financial instruments:
When the fair values of financial assets and
financial liabilities recorded in the Balance Sheet
cannot be measured based on quoted prices in
active markets, their fair value is measured using
appropriate valuation techniques. The inputs for
these valuations are taken from observable sources
where possible, but where this is not feasible, a
degree of judgement is required in establishing
fair values. Judgements include considerations of
various inputs including liquidity risk, credit risk,
volatility etc. Changes in assumptions/judgements
about these factors could affect the reported fair
value of financial instruments.
e. Defined benefit plan: The cost ofthe defined benefit
gratuity plan and other post-employment benefits
and the present value of the gratuity obligation are
determined using actuarial valuations. An actuarial
valuation involves making various assumptions
that may differ from actual developments in the
future. These include the determination of the
discount rate, future salary increases and mortality
rates. Due to the complexities involved in the
valuation and its long term nature, a defined
benefit obligation is highly sensitive to changes in
these assumptions. All assumptions are reviewed
at each reporting date.
f. Allowances for uncollected accounts receivable
and advances: Trade receivables do not carry
interest and are stated at their normal value as
reduced by appropriate allowances for estimated
irrecoverable amounts. Individual trade receivables
are written off when management deems them
not collectable. Impairment is made on the
expected credit loss model, which are the present
value of the cash shortfall over the expected life of
the financial assets. The impairment provisions for
financial assets are based on assumption about the
risk of default and expected loss rates. Judgement
in making these assumption and selecting the
inputs to the impairment calculation are based
on past history, existing market condition as well
as forward looking estimates at the end of each
reporting period.
g. Allowances for inventories: Management reviews
the inventory age listing on a periodic basis. This
review involves comparison of the carrying value of
the aged inventory items with the respective net
realizable value. The purpose is to ascertain whether
an allowance is required to be made in the financial
statements for any obsolete and slow-moving items.
Management is satisfied that adequate allowance
for obsolete and slow-moving inventories has been
made in the financial statements.
h. Impairment of non-financial assets: The Company
assesses at each reporting date whether there is
an indication that an asset may be impaired. If any
indication exists, the Company estimates the asset''s
recoverable amount. An asset''s recoverable amount
is the higher of an asset''s or Cash Generating Units
(CGU''s) fair value less costs of disposal and its value
in use. It is determined for an individual asset, unless
the asset does not generate cash inflows that are
largely independent of those from other assets or a
groups of assets. Where the carrying amount of an
asset or CGU exceeds its recoverable amount, the
asset is considered impaired and is written down to
its recoverable amount.
In assessing value in use, the estimated future
cash flows are discounted to their present value
using pre-tax discount rate that reflects current
market assessments of the time value of money
and the risks specific to the asset. In determining
fair value less costs of disposal, recent market
transactions are taken into account, if no such
transactions can be identified, an appropriate
valuation model is used.
i. Taxation: Deferred tax assets are recognised for
unused tax losses to the extent that it is probable
that taxable profit will be available against which
the losses can be utilised. Significant management
judgment is required to determine the amount of
deferred tax assets that can be recognised, based
upon the likely timing and the level of future
taxable profits together with future tax planning
strategies. Management judgement is required for
the calculation of provision for income taxes and
deferred tax assets and liabilities. Company reviews
at each balance sheet date the carrying amount of
deferred tax assets. The factors used in estimates
may differ from actual outcome which could lead
to significant adjustment to the amounts reported
in the financial statements.
j. Contingencies: Management judgement is
required for estimating the possible outflow of
resources, if any, in respect of contingencies/claim/
litigation against company as it is not possible to
predict the outcome of pending matters with
accuracy.
2.23 Recent Accounting Pronouncements
MCA notifies Companies (Indian Accounting Standards)
Amendment Rules, 2023 vide Notification No. G.S.R
242(E) Dated: 31st March, 2023 and further amended
Companies (Indian Accounting Standards) Rules, 2015,
which shall come into force with effect from 1st day of
April, 2023.
The MCA has carried amendments to the following
existing standards which will be effective from 1st April,
2023. The Company is not expecting any significant
impact in the financial statements from these
amendments. The quantitative impacts would be
finalized based on a detailed assessment which has
been initiated to identify the key impacts along with
evaluation of appropriate transition options.
1. Ind AS 1 - Presentation of Financial Statements
2. Ind AS 8 - Accounting Policies, Changes in
Accounting Estimates and Errors
3. Ind AS 12 - Income Taxes
4. Ind AS 101 - First-time Adoption of Indian
Accounting Standards
5. Ind AS 102 - Share Based Payment
6. Ind AS 103 - Business Combinations
7. Ind AS 107 - Financial Instruments: Disclosures
8. Ind AS 109 - Financial Instruments
9. Ind AS 115 - Revenue from Contracts with Customers
10. Ind AS 34 - Interim Financial Reporting
Mar 31, 2018
1.0 Background of the Company
Dishman Carbogen Amcis Limited (CIN: L74900GJ2007PLC051338) is a public company limited by shares incorporated on 17th July, 2007 under the provisions of the Companies Act, 1956, having its registered office at Bhadr-Raj Chambers, Swastik Cross Road, Navrangpura, Ahmedabad- 380009, Gujarat and is engaged in Contract Research and Manufacturing Services (CRAMS) and manufacture and supply of marketable molecules such as specialty chemicals, vitamins& chemicals and disinfectants. The equity shares of Dishman Carbogen Amcis Limited are listed on National Stock Exchange of India Ltd. (âNSEâ) and BSE Ltd. (âBSEâ) (collectively, the âStock Exchangesâ).
Goodwill
The goodwill at each CGU level (acquisition on account of merger of erstwhile DPCL) is tested for impairment at least annually and when events occur or changes in circumstances indicate that the recoverable amount is less than its carrying value. The recoverable amount is based on a value-in-use calculation using the discounted cash flow method. The value-in-use calculation is made using the net present value of the projected post-tax cash flows for next 5 years and the Terminal Value at the end of the 5 years (after considering the relevant long-term growth rate).
Key assumptions used in the value in use calculations
The Cash flow projections includes specific estimates for 5 years developed using expected margins, internal forecast and a terminat growth rate thereafter of 5%. The value assigned to the assumption reflects past experience and are consistent with the managementâs plan for focusing operation in these locations. The management believe that the planned market share growth per year for next 5 years is reasonably achievable.
Discount rate reflects the current market assessment of the risks specific to a CG U. The discount rate is estimated based on the weighted average cost of capital for respective CGU. Post-tax discount rate used was 10.9% for the year ended March 31, 2018.
The Group believes that any reasonably possible change in the key assumptions on which a recoverable amount is based would not cause the aggregate carrying amount to exceed the aggregate recoverable amount of the cash generating unit.
Based on the above assumptions and analysis, no impairment was identified for any of the CG U as at 31 March 2018.
(i) The Company has only one class of shares referred to as equity shares having a par value of Rs. 2/- per share. Each holders of equity shares carry one vote per share without restrictions and are entitled to dividend, as and when declared. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive the remaining assets of the Company, after distribution of all preferential amounts. All shares rank equally with regard to the Companyâs residual assets.
(ii) During the FY 2016-17, the Board of Directors of DPCL has declared and paid Interim Dividend of Rs. 1.20 per share on 16,13,94,272 equity shares which has been accounted for by the Company in its retained earnings.
(iii) The Honâble High Court of Gujarat, vide its order dated 16th December, 2016 sanctioned Scheme of Arrangement and Amalgamation involving merger of Dishman Pharmaceuticals and Chemicals Ltd. (âDPCLâ) and Dishman Care Ltd. (âDCLâ) with Carbogen Amcis (India) Ltd.) (âCAILâ) in terms of the provisions of Section 391 to 394 of the Companies Act, 1956 (âSchemeâ). On March 27, 2017, the name of CAIL has been changed to DCAL. Upon the Scheme becoming effective, the Share Capital of DCAL held by its holding company DPCL cancelled during FY 2016-17. During FY 2017-18, the Company has issued equity shares of DCAL to the shareholders of DPCL in the ratio of 1:1 i.e. Share Exchange Ratio, fixed under the Scheme and subsequently the shares have been listed on NSE and BSE after necessary approvals from SEBI and the stock exchanges.
(iv) Shares Suspense account
The Board at their meeting held on 24th February, 2016 had approved the Scheme of Arrangement and Amalgamation involving merger of Dishman Pharmaceuticals and Chemicals Ltd. (âDPCLâ) and Dishman Care Ltd. (âDCLâ) with the Company (âDCALâ) in terms of the provisions of Section 391 to 394 of the Companies Act 1956. The appointed date for the Scheme was 1st January, 2015. The Honâble High Court of Gujarat, vide its order dated 16th December, 2016 Sanctioned the Scheme. During FY 2017- 18, the Company has issued its equity shares to the shareholders of DPCL in the ratio of 1:1 i.e. Share Exchange Ratio, fixed under the Scheme and subsequently the shares have been listed on NSE and BSE after necessary approvals from SEBI and the stock exchanges.
(v) Equity instruments through other comprehensive income
This represents the cumulative gains and losses arising on the revaluation of equity instruments measured at fair value through Other Comprehensive Income, under and irrevocable option, net of amounts reclassified to retained earnings when such assets are disposed off.
(vi) Cash flow hedge reserve
The Company has designated its hedging instruments as cash flow hedges and any gain / loss on cash flow hedge is maintained in the said reserve. At the time of settlement of instrument, the gain / loss is recognised in the Statement of Profit and Loss.
The company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority. The Company has cumulative tax losses of Rs. 421.74 crores as on 31 March 2018. Out of the tax losses of Rs. 421.74 crores, Rs. 421.60 crores pertains to unabsorbed depreciation, that are available for set off against future taxable profits, without any limitation of the number of years for set off. Balance tax loss of Rs. 0.14 crores can be carried forward and set off against the future taxable profits for 8 years, from the date of creation. Hence, the tax loss of Rs. 0.14 crores will expire in March 2023.
Minimum Alternative Tax (MAT credit) balance as on March 31, 2018 amounts to Rs. 31.57 crores (March 31, 2017 : Rs. 29.70 crores). The Company is reasonably certain of availing the said MAT credit in future years against the normal tax expected to be paid in those years.
Significant management judgement is required in determining provision for income tax, deferred income tax assets and liabilities and recoverability of deferred income tax assets. The recoverability of deferred income tax assets is based on estimates of taxable income by each jurisdiction in which the relevant entity operates and the period over which deferred income tax assets will be recovered.
Given that the Company does not have any intention to dispose investments in subsidiaries in the for seeable future, deferred tax asset on indexation benefit in relation to such investments has not been recognised.
A. Measurement of fair value
The fair values of the financial assets and liabilities are 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. Fair value of cash and short-term deposits, trade and other short term receivables, trade payables, other current liabilities, short term loans from banks and other financial institutions approximate their carrying amounts largely due to short term maturities of these instruments.
2. Financial instruments with fixed and variable interest rates are evaluated by the Company based on parameters such as interest rates and individual credit worthiness of the counterparty. Based on this evaluation, allowances are taken to account for expected losses of these receivables.
3. The fair values for investment in equity shares other than subsidiaries, joint venture and associate were calculated based on cash flows discounted using a current lending rate. They are classified as level 3 fair values in the fair value hierarchy due to the inclusion of unobservable inputs.
B. Fair Value Hierarchy
The fair value of financial instruments as referred to above have been classified into three categories depending on the inputs used in the valuation technique. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and lowest priority to unobservable inputs (Level 3 measurements).
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments, traded bonds and mutual funds that have quoted price. The fair value of all equity instruments which are traded in the stock exchanges is valued using the closing price as at the reporting period.
Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities included in level 3.
(C) Valuation technique used to determine fair value
The following is the valuation technique used in measuring Level 2 and Level 3 fair values, for the financial instruments measured at fair value in the statement of financial position, as well as significant unobservable inputs used.
Note 2: Financial Risk Management
The Companyâs financial risk management is an integral part of how to plan and execute its business strategies.
The Companyâs activities expose it to a variety of its financial risk including
- Credit risk
- Liquidity risk
- Market risk
Risk management framework
The Companyâs board of directors has overall responsibility for the establishment and oversight of the Companyâs risk management framework.
The Companyâs activities expose it to market risk, liquidity risk and credit risk. The Company seeks to minimise the effects of these risks by using derivative financial instruments to hedge risk exposures. The use of financial derivatives is governed by the Companyâs policies approved by the Board of directors, which provides principles on foreign exchange risk, interest rate risk, credit risk, use of financial derivatives etc. Compliance with policies and exposure limits is reviewed by internal auditors. The Company does not enter into or trade financial instruments, including derivative financial instruments, for speculative purpose.
The Companyâs audit committee also 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) Credit risk
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 trade and other receivables. The carrying amounts of financial assets represent the maximum credit risk exposure.
1 Trade and Other receivables
The Companyâs exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics of the customer, including the default risk of the industry and country in which the customer operates, also has an influence on credit risk assessment. 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 has adopted a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral, where appropriate, as a means of mitigating the risk of financial loss from defaults.
The Company has established a credit policy under which each new customer is analysed individually for creditworthiness before the standard payment and delivery terms and conditions are offered. The Companyâs review includes external ratings, if they are available, financial statements, credit agency information, industry information and in some cases bank references. Sale limits are established for each customer and reviewed periodically.
As at 31st March 2018, the carrying amount of the Companyâs largest customer which is its subsidiary (excluding advances ) was Rs. 40.79 crore (31st March 2017 - Rs. 48.85 crore).As at 31st March 2018 and 31st March 2017, the Company did not have any significant concentration of credit risk with any external customers.
(i) Expected credit loss assessment for Trade and Other receivables as at 31st March, 2017 and 31st March, 2018:
An impairment analysis is performed at each reporting date. The expected credit losses over lifetime of the asset are estimated by adopting the simplified approach using a provision matrix. The loss rates are computed using a âroll rateâ method based on the probability of receivable progressing through successive stages till full provision for the trade receivable is made.
The following table provides information about the exposure to credit risk and expected credit loss for trade and other receivables.
2 Cash and bank balances
The Company held Bank balance of Rs. 21.29 crore at March 31, 2018 (31st March, 2017: Rs. 40.31 crore). The same are held with bank and financial institution counterparties with good credit rating.
3 Derivatives
The forward cover has been entered into with banks /financial institution counterparties with good credit rating.
4 Others
Other than trade receivables reported above , the Company has no other financial assets which carries any significant credit risk.
(B) Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Companyâs approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Companyâs reputation.
Management monitors rolling forecasts of the Companyâs liquidity position (comprising the undrawn borrowing facilities) and cash and cash equivalents on the basis of expected cash flows. The Companyâs objective is to maintain a balance between continuity of funding and flexibility through the use of bank overdraft/ cash credit facility. The Company also monitors the level of expected cash inflows on trade receivables and loans together with expected cash outflows on trade payables and other financial liabilities. The Company has access to a sufficient variety of sources of short term funding with existing lenders. The Company has arrangements with the reputed banks and has unused line of credit that could be drawn upon should there be need.
(i) Maturities of financial liabilities
The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include contractual interest payments and exclude the impact of netting agreements.
(C) Market risk
Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from adverse changes in market rates and prices (such as interest rates and foreign currency exchange rates) or in the price of market risk-sensitive instruments as a result of such adverse changes in market rates and prices. Market risk is attributable to all market risk-sensitive financial instruments, all foreign currency receivables and payables and all short-term and long-term debt. The Company is exposed to market risk primarily related to foreign exchange rate risk and interest rate risk.
(i) Foreign currency risk
The Company operates internationally and is exposed to foreign exchange risk arising from foreign currency transactions, primarily with respect to the USD, EURO, GBP, CHF and Chinese Renminbi (RMB). The Company has in place the Risk management policy to manage the foreign exchange exposure.
The Foreign currency exchange rate exposure is partly balanced through natural hedge, where in the company âs borrowing is in foreign currency and cash flow generated from financial assets is also in same foreign currency. This provide an economic hedge without derivatives being entered into and therefore hedge accounting not applied in these circumstances.
In respect of other monetary assets and liabilities denominated in foreign currencies, the Companyâs policy is to ensure that its net exposure is kept to an acceptable level by buying or selling foreign currencies at spot rates when necessary to address short-term imbalances.
The Company can enter into foreign currency forward contracts and other authorized derivative contracts, which are not intended for trading or speculative purposes but for hedge purposes to establish the amount of reporting currency required or available at the settlement date of certain payables/receivables and borrowings.
The Company uses derivative instruments, mainly foreign exchange forward contracts to mitigate the risk of changes in foreign currency exchange rates in line with the policy.
The Company hedges 75 to 80% of its estimated foreign currency exposure in respect of forecast sales. The Company uses forward exchange contracts to hedge its currency risk, most with a maturity of less than one year from the reporting date.
(c) Sensitivity
A reasonably possible strengthening (weakening) of the Indian Rupee against various currency mentioned in the table below as at March 31 would have affected the measurement of financial instruments denominated in foreign currency and affected equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of forecast sales and purchases.
(ii) Cash flow and fair value interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company main interest rate risk arises from long-term borrowings with variable rates, which expose the Company to cash flow interest rate risk. During 31 March 2018, the Companyâs borrowings at variable rate were mainly denominated in USD and EURO.
The Companyâs fixed rate borrowings are carried at amortised cost. They are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows will fluctuate because of a change in market interest rates.
The Companyâs approch to managing interest rate risk is to have a judicious mix of borrowed funds with fixed and floating interest rate obligation.
(a) Interest rate risk exposure
The exposure of the Companyâs borrowing to interest rate changes at the end of the reporting period are as follows:
(b) Cash flow sensitivity analysis for variable-rate instruments
A reasonably possible change of 50 basis points in interest rates at the reporting date would have increased (decreased) profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency exchange rates, remain constant.
(D) Hedge Accounting
The Companyâs business objective includes safe-guarding its earnings against adverse effect of foreign exchange and interest rates. The Company has adopted a structured risk management policy to hedge all these risks within an acceptable risk limit and an approved hedge accounting framework which allows for Cash Flow hedges. Hedging instruments include forwards and swap as derivative instruments to achieve this objective. The table below shows the position of hedging instruments and hedged items as on the balance sheet date.
Note 3: Capital Management
For the purpose of the Companyâs capital management, capital includes issued equity capital and all other equity reserves attributable to the equity holder s of the Company. The primary objective of the Companyâs capital management is to safeguard the Companyâs ability to remain as a going concern and maximise the share holder value.
The Company manages its capital structure and makes adjustments in light of changes in economic conditions, annual operating plans and long term and other strategic investment plans. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders or return capital to shareholders.
The Companyâs goal is to continue to be able to return excess liquidity to shareholders by continuing to distribute annual dividends in future periods. The amount of future dividends of equity shares will be balanced with efforts to continue to maintain an adequate liquidity status.
The Company monitors capital using a ratio of âadjusted net debtâ to âequityâ. For this purpose, adjusted net debt is defined as total liabilities, comprising interest-bearing loans and borrowings less cash and cash equivalents. Equity comprises all components of equity including share premium and all other equity reserves attributable to the equity share holders.
In order to achieve this overall objective, the Companyâs capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. There have been no breaches in the financial covenants of any interest-bearing loans and borrowing in the current period.
No changes were made in the objectives, policies or processes for managing capital of the Company during the current and previous year. The company has current and non-current investments in marketable instruments of Rs. 150.33 crores as on March 31, 2018.
Note 4: Employee benefits
The Company has an obligation towards gratuity, a defined benefit obligation. The benefits are governed by the Payment of Gratuity Act, 1972. The company makes lumpsum payment to vested employees an amount based on 15 days last drawn basic salary including dearness allowance (if any) for each completed year of service or part thereof in excess of six months. Vesting occures upon completion of five years of service.
The most recent actuarial valuation of the defined benefit obligation was carried out at the balance sheet date. The present value of the defined benefit obligations and the related current service cost and past service cost were measured using the Projected Unit Credit Method.
Based on the actuarial valuation obtained in this respect, the following table sets out the details of the employee benefit obligation as at balance sheet date:
2 Sensitivity analysis method
Sensitivity analysisis performed by varying a single parameter while keeping all the other parameters unchanged. Sensitivity analysis fails to focus on the interrelationship between underlying parameters. Hence, the results may vary if two or more variables are changed simultaneously. The method used does not indicate anything about the likelihood of change in any parameter and the extent of the change if any.
Notes:
a) Amount recognised as an expense in the Statement of Profit and Loss and included in Note 19 under âSalaries and wagesâ :
Gratuity Rs. 2.10 crores (Previous year - Rs. 1.06 crores) and Leave encashment Rs. 1.94 crores (Previous year - Rs. 0.35 crores)
b) The estimates of future salary increases considered in the actuarial valuation take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.
B Defined contribution plan
The Company makes contributions towards provident fund and super annuation fund which are in the nature of defined contribution post employment benefit plans. Under the plan, the Company is required to contribute a specified percentage of payroll cost to fund the benefits. Amount recognised as an expense in the Statement of Profit and Loss - included in Note 19 - âContribution to provident and other fundsâ Rs. 1.71 crore (Previous Year - Rs. 1.83 crore ). The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.
Note 5 (i) : Merger of Dishman Pharmaceuticals and Chemicals Ltd with the Company
The Board at their meeting held on 24th February, 2016 had approved the Scheme of Arrangement and Amalgamation involving merger of Dishman Pharmaceuticals and Chemicals Ltd. (âDPCLâ) and Dishman Care Ltd. (âDCLâ) with the Company in terms of the provisions of Section 391 to 394 of the Companies Act 1956 (âSchemeâ). The Scheme inter alia provides for the following:
a) Transfer and vesting of the Effluent Treatment Plants (ETP) Undertaking of DPCL into Company, a wholly owned subsidiary of DP CL, by way of slump sale; b) Followed by, amalgamation of DCL, a wholly owned subsidiary of DP CL into and with DPCL in accordance with Section 2(1B) of the Income Tax Act, 1961; c) Followed by, amalgamation of DPCL into and with Company in accordance with Section 2(1B) of the Income Tax Act, 1961. d) Upon Scheme becoming effective, the name of the Company have been changed from âCarbogen Amcis (India) Limitedâ to âDishman Carbogen Amcis Limitedâ (DCAL). The appointed date for the Scheme was 1st January, 2015. The Honâble High Court of Gujarat, vide its order dated 16th December, 2016 sanctioned the Scheme and certified copy of the said order alongwith the scheme has been received by the Company on 2nd March, 2017. The Scheme has become effective upon filing of certified copy of said order of Honâble High Court with the Office of Registrar of Companies, Gujarat MCA on 17th March, 2017 (âEffective Dateâ) and accordingly has been given effect in the books of accounts in financial year 2016-17. DPCL as a going concern, stands amalgamated with effect from the Appointed Date i.e. 1st January, 2015 and subsequently, the name of Company has been changed to Dishman Carbogen Amcis Ltd. w.e.f. 27th March, 2017 vide fresh certificate of change of name issued by the Office of Registrar of Companies, Gujarat. During FY 2017-18, the Company has issued its equity shares to the shareholders of DPCL in the ratio of 1:1 i.e. Share Exchange Ratio, fixed under the Scheme and subsequently the shares have been listed on NSE and BSE after necessary approvals from SEBI and the stock exchanges.
The amalgamation has been accounted under the âPurchase Methodâ as per the then prevailing Accounting Standard 14 â Accounting for Amalgamations, as referred to in the Scheme of Amalgamation approved by the Honâbte High Court, Gujarat, which is different from lnd AS-103 âBusiness Combinationsâ. Accordingly the assets and liabilities of DPCL and DCL have been recorded at their fair value as on Appointed Date. The purchase consideration of Rs. 4810.00 crores payable by way of issue of shares of the Company has been disclosed as Share Suspense Account under Other Equity. The excess of consideration payable over net assets acquired has been recorded as goodwill amounting Rs. 1326.86 crores, represented by underlying intangible assets acquired on amalgamation and is being amortized over the period of 15 years from the Appointed Date. Had Goodwill not been amortized as required under Ind AS 103, the Depreciation and Amortization expense for the year ended March 31, 2018 would have been lower by Rs. 88.46 Crore (March 31, 2017 : Rs. 88.46 crores) and Profit before tax for the year ended March 31, 2018 and March 31, 2017 would have been higher by an equivalent amount.
The Goodwill is attributable mainly to the Developed technology, Customer relationship, skills and technical talents, and synergies expected to be achieved out of consolidation of business in the form of wide r portfolio of products and services with diversified resourses and deeper customer relationships. Accordingly Goodwill is amortised over its estimated useful life of 15 years.
The above assets and liabilities have been incorporated in the accounts of the Company as they stand as on April 1, 2016 after making adjustments for IndAS as required in line with the accounting policies, options and exemptions opted by the Company on transition to Ind AS.
For the purpose of Ind AS adjustments and exemptions, the assets and liabilities of erstwhile DPCL as on 1.4.2015 after giving impact of merger have been considered as the previous GAAP carrying amounts.
Note 5 (ii) : Issue of bonus shares
On 5th May, 2016, erstwhile Dishman Pharmace uticals and Chemicals Ltd., have allotte d 8,06,97,136 equity shares of Rs. 2/- each, as fully paid-up bonus shares in the ratio of 1 (one) equity share for every 1 (one) equity share held to those shareholders whose names appeared in the Register of Members / List of Beneficial owners as on the Record Date i.e. on May 3, 2016.
Note 5 (iii) : Interim dividend
On 13th February, 2017, Board of Direct ors of erstwhile Dishman Pharmaceuticals and Chemicals Ltd . (DPCL) have declared an Interim dividend of Rs. 1.20 (i.e. @ of 60%) per equity share on 16,13,94,272 equity shares of Rs. 2.00 each for the financial ye ar 2016-2017 and DPCL had fixed 21st February, 2017 as the Record Date for the purpose of Payment of Interim Dividend for the financial year 2016-17.
Note 5 (iv) : Payment towards Corporate Social Responsibilty (CSR)
As per provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, of erstwhile Dishman Pharmaceuticals and Chemicals Ltd. (DPCL), had to spend at least 2% of its average net profits for the last three years, on CSR activities each year pursuant to Corporate Social Responsibility Policy. During the FY 2016-17, the DPCL has spent total Rs. 1.82 crores towards CSR activity as against the amount of Rs. 1.81 crores required to be spent towards CSR activity as per Section 135 of the Companies Act, 2013.
Note 5 (v) : Managerial Remuneration
Erstwhile Dishman Pharmaceuticals and Chemicals Ltd. (DPCL) has three whole time Directors on its Board, who are eligible to d raw remuneration as under as per the Board and Share holderâs approval:1. Shri J. R. Vyas, Chairman & Managing Director â 5% of the Net Profit as approved by the Members.2. Mr. Arpit J. Vyas, Managing Director & CFO â Rs. 1.80 crores per annum. 3. Mrs. D. J. Vyas, Whole-time Directorâ Rs. 1.80 crore per annum. The Remuneration to whole-time Directors paid by the DPCL falls under Section I of Part II of Schedule V to the Companies Act, 2013 (i.e. remuneration payable by the company having profits) and which is permissible as well as the same is in accordance with the provisions of Schedule V. Accordingly, DPCL has paid total Managerial Remuneration of Rs. 8.14 crores during the year 2016-17.
All the amounts state d at point 28 (ii) to (v) above which have declared/paid/incurred by erstwhile DPCL have been incorporated in the books of the account of the Company post merger and disclosed under relevant heads in the year 2016-17.
Note 6: Off setting financial assets and financial liabilities
The are no financial instruments which are offset, or subject to enforceable master netting arrangements and other similar agreements but not offset, as at 31st March, 2018 and 31st March, 2017.
Note 7: Segment reporting
As the Companyâs annual report contains both Consolidated and Standalone Financial Statements, segmental information is presented only on the basis of Consolidated Financial Statement. (Refer note No. 34 of Consolidated Financial Statements).
Note 8: The financial statements were authorised for issue by the Companyâs Board of directors on 16-May-2018.
Mar 31, 2017
Note 1: Capital Management
For the purpose of the Company''s capital management, capital includes issued equity capital and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company''s capital management is to safeguard the Company''s ability to remain as a going concern and maximize the shareholder value.
The Company manages its capital structure and makes adjustments in light of changes in economic conditions, annual operating plans and long term and other strategic investment plans. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders or return capital to shareholders.
The Company''s goal is to continue to be able to return excess liquidity to shareholders by continuing to distribute annual dividends in future periods. The amount of future dividends of equity shares will be balanced with efforts to continue to maintain an adequate liquidity status.
The Company monitors capital using a ratio of ''adjusted net debt'' to ''equity''. For this purpose, adjusted net debt is defined as total liabilities, comprising interest-bearing loans and borrowings less cash and cash equivalents. Equity comprises all components of equity including share premium and all other equity reserves attributable to the equity share holders.
In order to achieve this overall objective, the Company''s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. There have been no breaches in the financial covenants of any interest-bearing loans and borrowing in the current period.
No changes were made in the objectives, policies or processes for managing capital of the Company during the current and previous year.
Note 2: Employee benefits
The Company has an obligation towards gratuity, a defined benefit obligation. The benefits are governed by the Payment of Gratuity Act, 1972. The company makes lumpsum payment to vested employees an amount based on 15 days last drawn basic salary including dearness allowance (if any) for each completed year of service or part thereof in excess of six months. Vesting occures upon completion of five years of service.
The most recent actuarial valuation of the defined benefit obligation was carried out at the balance sheet date. The present value of the defined benefit obligations and the related current service cost and past service cost were measured using the Projected Unit Credit Method.
a) Amount recognized as an expense in the Statement of Profit and Loss and included in Note 19 under "Salaries and wages" : Gratuity '' 1.06 crores (Previous year - Nil) and Leave encashment '' 0.35 crores (Previous year - Nil)
b) The estimates of future salary increases considered in the actuarial valuation take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.
B Defined contribution plan
The Company makes contributions towards provident fund and super annotation fund which are in the nature of defined contribution post employment benefit plans. Under the plan, the Company is required to contribute a specified percentage of payroll cost to fund the benefits. Amount recognized as an expense in the Statement of Profit and Loss - included in Note 19 -"Contribution to provident and other funds" Rs, 1.83 crore (Previous Year - Nil ). The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.
Note 3: Merger of Dishman Pharmaceuticals and Chemicals Ltd with the Company
(i) The Board at their meeting held on 24th February, 2016 had approved the Scheme of Arrangement and Amalgamation involving merger of Dishman Pharmaceuticals and Chemicals Ltd. (''DPCL'') and Dishman Care Ltd. (''DCL'') with the Company in terms of the provisions of Section 391 to 394 of the Companies Act 1956 (''Scheme''). The Scheme inter alia provides for the following: a) Transfer and vesting of the Effluent Treatment Plants (ETP) Undertaking of DPCL into Company, a wholly owned subsidiary of DPCL, by way of slump sale; b) Followed by, amalgamation of DCL, a wholly owned subsidiary of DPCL into and with DPCL in accordance with Section 2(1 B) of the Income Tax Act, 1961; c) Followed by, amalgamation of DPCL into and with Company in accordance with Section 2(1 B) of the Income Tax Act, 1961. d) Upon Scheme becoming effective, the name of the Company shall be changed from "Carbogen Amcis (India) Limited" to "Dishman Carbogen Amcis Limited" (DCAL).
The appointed date for the Scheme was 1st January, 2015. The Hon''ble High Court of Gujarat, vide its order dated 16th December, 2016 sanctioned the Scheme and certified copy of the said order along with the scheme has been received by the Company on 2nd March, 2017. The Scheme has become effective upon filing of certified copy of said order of Hon''ble High Court with the Office of Registrar of Companies, Gujarat MCA on 17th March, 2017 ("Effective Date") and accordingly has been given effect in the books of accounts in year 2016-17. DPCL as a going concern, stands amalgamated with effect from the Appointed Date i.e. 1st January, 2015 and subsequently, the name of Company has been changed to Dishman Carbogen Amcis Ltd. w.e.f. 27th March, 2017 vide fresh certificate of change of name issued by the Office of Registrar of Companies, Gujarat. The Company is in process of fixing Record Date for allotment of equity shares of the Company to the shareholders of DPCL in the ratio of 1:1 i.e, Share Exchange Ratio, fixed under the Scheme and thereafter the new shares to be allotted to the DPCL''s shareholders will be listed on NSE and BSE after necessary approvals from SEBI and the stock exchanges.
The amalgamation has been accounted under the "Purchase Method" as per the then prevailing Accounting Standard 14 - Accounting for Amalgamations, as referred to in the Scheme of Amalgamation approved by the Hon''ble High Court, Gujarat, which is different from lnd AS''103 "Business Combinations" which was otherwise applicable to the Company from 01-04-2015. Accordingly the assets and liabilities of DPCL and DCL have been recorded at their fair value as on Appointed Date. The purchase consideration of Rs, 4810.00 crores payable by way of issue of shares of the Company has been disclosed as Share Suspense Account under Other Equity. The excess of consideration payable over net assets acquired has been recorded as goodwill amounting Rs, 1326.86 crores, represented by underlying intangible assets acquired on amalgamation and is being amortized over the period of 15 years from the Appointed Date. Had Goodwill not been amortized as required under Ind AS 103, the Depreciation and Amortization expense for the year ended March 31, 2017 would have been lower by Rs, 88.46 Crore and Profit before tax for the year ended March 31, 2017 would have been higher by an equivalent amount.
The Goodwill is attributable mainly to the Developed technology, Customer relationship, skills and technical talents, and synergies expected to be achieved out of consolidation of business in the form of wider portfolio of products and services with diversified resourses and deeper customer relationships. Accordingly Goodwill is amortised over its estimated useful life of 15 years.
The above assets and liabilities have been incorporated in the accounts of the Company as they stand as on April 1, 2016 after making adjustments for IndAS as required in line with the accounting policies, options and exemptions opted by the Company on transition to IndAS.
For the purpose of Ind AS adjustments and exemptions, the assets and liabilities of erstwhile DPCL as on 1.4.2015 after giving impact of merger have been considered as the previous GAAP carrying amounts.
Note 4 (ii) : Issue of bonus shares
On 5th May, 2016, erstwhile Dishman Pharmaceuticals and Chemicals Ltd., have allotted 8,06,97,136 equity shares of Rs, 2/- each, as fully paid-up bonus shares in the ratio of 1 (one) equity share for every 1 (one) equity share held to those shareholders whose names appeared in the Register of Members / List of Beneficial owners as on the Record Date i.e. on May 3, 2016.
Note 5 (iii) : Interim dividend
On 13th February, 2017, Board of Directors of erstwhile Dishman Pharmaceuticals and Chemicals Ltd. (DPCL) have declared an Interim dividend of Rs, 1.20 (i.e. @ of 60%) per equity share on 16,13,94,272 equity shares of Rs, 2.00 each for the financial year 2016-2017 and DPCL had fixed 21st February, 2017 as the Record Date for the purpose of Payment of Interim Dividend for the financial year 2016-17.
Note 6 (iv) : Payment towards Corporate Social Responsibilty (CSR)
As per provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, of erstwhile Dishman Pharmaceuticals and Chemicals Ltd. (DPCL), had to spend at least 2% of its average net profits for the last three years, on CSR activities each year pursuant to Corporate Social Responsibility Policy.
During the FY 2016-17, the DPCL has spent total Rs, 1.82 crores towards CSR activity as against the amount of Rs, 1.81 crores required to be spent towards CSR activity as per Section 135 of the Companies Act, 2013.
Note 7 (v) : Managerial Remuneration
Erstwhile Dishman Pharmaceuticals and Chemicals Ltd. (DPCL) has three whole time Directors on its Board, who are eligible to draw remuneration as under as per the Board and Shareholder''s approval:
1. Shri J. R. Vyas, Chairman & Managing Director - 5% of the Net Profit as approved by the Members. 2. Mr. Arpit J. Vyas, Managing Director & CFO - Rs, 1.80 crores per annum. 3. Mrs. D. J. Vyas, Whole-time Director- Rs, 1.80 crore per annum.
The Remuneration to whole-time Directors paid by the DPCL falls under Section I of Part II of Schedule V to the Companies Act, 2013 (i.e. remuneration payable by the company having profits) and which is permissible as well as the same is in accordance with the provisions of Schedule V.
Accordingly, DPCL has paid total Managerial Remuneration of Rs, 8.14 crores during the year 2016-17.
All the amounts stated at point 28 (ii) to (v) above which have declared/paid/incurred by erstwhile DPCL have been incorporated in the books of the account of the Company post merger and disclosed under relevant heads.
Finace lease in respect of lease hold land.
The Company has entered into finance lease for land. These leases are generally for a period of 99 years. These leases can be extended for further 99 years. No part of the land has been sub leased. Except for the initial payment, there are no material annual payments for the aforesaid leases.
Note 8: Related Party disclosures as per Ind AS 24 Related party disclosures
a) Details of related parties:
Description of relationship Name of the related party
Holding Company Dishman Pharmaceuticals and Chemicals Ltd. (upto 1.1.2015)
Subsidiary Dishman USA Inc.
Subsidiary Dishman Europe Ltd.
Subsidiary Dishman International Trading (Shanghai) Co. Ltd.
Subsidiary Dishman Switzerland Ltd.
Subsidiary CARBOGEN AMCIS (Shanghai) Co. Ltd. (formerly know as
Dishman Pharmaceuticals and Chemicals (Shanghai) Co. Ltd.)
Subsidiary CARBOGEN AMCIS Holding AG
(formerely known as Dishman Pharma Solutions AG )
Subsidiary Dishman Australasia Pty Ltd.
Subsidiary CARBOGEN AMCIS Ltd., U.K.
Subsidiary Dishman Middle East FZE
Subsidiary Dishman Japan Ltd.
Subsidiary CARBOGEN AMCIS Singapore Pte Ltd.
Step Down Subsidiary CARBOGEN AMCIS AG
Step Down Subsidiary Cohecie Fine Chemicals B.V.
Step Down Subsidiary Dishman Netherlands B.V.
Step Down Subsidiary Innovative Ozone Service Inc.
Step Down Subsidiary CARBOGEN AMCIS SAS
Step Down Subsidiary Shanghai Yiqian International Trade Co. Ltd.
Associates Bhadra Raj Holding Pvt. Ltd. (upto 26-03-2017)
Associates Dishman Biotech Ltd. (formerly known as Schutz Dishman Biotech
Ltd.) (upto 26-03-2017)
Key Management Personnel (KMP) Mr. Janmejay R.Vyas
Key Management Personnel (KMP) Mrs. Deohooti J.Vyas
Key Management Personnel (KMP) Mr. Arpit J.Vyas
Relative of Key Management Personnel Ms. Aditi J Vyas
Relative of Key Management Personnel Ms. Mansi J Vyas
Entity in which KMP are the members Mr. J. R.Vyas HUF
Entity in which KMP can exercise significant influence Dishman Biotech Ltd. (formerly known as Schutz Dishman Biotech
Ltd.) (from 27-03-2017)*
Entity in which KMP can exercise significant influence Bhadra Raj Holding Pvt. Ltd. (from 27-03-2017)*
Entity in which KMP can exercise significant influence Azafran Innovacion Ltd.*
Entity in which KMP can exercise significant influence Dishman Infrastructure Ltd.*
Entity in which Relatives of KMP can exercise Discus IT Pvt. Ltd.* significant influence
* Only where transactions have taken place during the year.
* For the purposes of this clause, the term '' Specified Bank Notes'' shall have the same meaning provided in the notification of the Government of India, in the Ministry of Finance, Department of Economic Affairs number S.O. 3407(E), dated the 8th November 2016.
Note 9: Segment reporting
As the Company''s annual report contains both Consolidated and Standalone Financial Statements, segmental information is presented only on the basis of Consolidated Financial Statement. (Refer note No. 35 of Consolidated Financial Statements).
Note 10: Transition to Ind AS
These are the entity''s first financial statements prepared in accordance with Ind AS.
The accounting policies set out in Note 1 have been applied in preparing the financial statements for the year ended 31 March 2017, the comparative information presented in these financial statements for the year ended 31 March 2016 and in the preparation of an opening Ind AS balance sheet at 1 April 2015 (the entity''s date of transition). There is no difference between financial results of the Company as previously reported under previous GAAP (IGAAP) and Ind AS for the year ended March 2016. Also there is no Ind AS adjustments required as on transition date 1 April, 2015 with respect to balance sheet of the Company.
Optional Exemptions under IndAS 101:
In preparing these financial statements, the Company has availed itself of certain exemptions in accordance with Ind AS 101 as explained below:
a) The Company has elected to measure its property, plant and equipment on the transition date at its previous GAAP carrying amount.
b) The Company has elected to measure the investments in its subsidiaries and associates at its previous GAAP carrying amount.
c) The Company has elected to apply Ind AS 103 prospectively to business combinations occurring after its transition date. Business combinations occuring prior to the transition date have not been restated.
Figures for the previous year have been regrouped/reclassified/rearranged wherever necessary to make them comparable to those for the current year. As explained in Note No. 28(i), the Scheme involving merger of DPCL and DCL with the Company has been given effect in these financial statements w.e.f the Appointed date i.e. January 1, 2015. Accordingly, the figures for the current year are not strictly comparable with those of the previous year.
Note 11: The financial statements were authorized for issue by the Company''s Board of directors on 16-May-2017
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