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Content

Managing Director & CEOs Message

03

Notice to Shareholders

05

Directors Report

12

Report on Corporate Governance

16

Management Discussion & Analysis

24

Standalone Financial Statements


Auditors Report

37

Annexure to Auditors Report

38

Balance Sheet

40

Statement of Profit & Loss

41

Cash Flow Statement

42

Notes forming part of the Financial Statements

44

Consolidated Financial Statements


Auditors Report

65

Consolidated Balance Sheet

66

Consolidated Statement of Profit & Loss

67

Consolidated Cash Flow Statement

68

Notes forming part of the Financial Statements

70

Information on the Financials of the Subsidiary Companies

87

Proxy Form

95

Corporate Information
BOARD OF DIRECTORS
Mr. Surrinder Lal Kapur
Chairman & Independent Director
Mr. Arjun Handa
Managing Director & CEO
Mr. Aditya S. Handa
Director
Mr. Chetan S. Majmudar
Whole Time Director
Mr. Chandrasingh S. Purohit
Whole Time Director
Mr. T. V. Ananthanarayanan
Independent Director
Mr. Anup P. Shah
Independent Director
VP-Company Secretary & Compliance Officer
Kirit Kanjaria
AUDITORS
Deloitte Haskins & Sells, Ahmedabad

REGISTERED & CORPORATE OFFICE


Claris Corporate Headquarters,
Nr. Parimal Railway Crossing,
Ellisbridge, Ahmedabad - 380006, India
Tel: +91-79-26563331
Fax:- +91-79-26408053/26565879
Website: www.clarislifesciences.com
CIN: L85110GJ1994PLC022543
MANUFACTURING FACILITY
Village: Chacharwadi, Vasna
Taluka: Sanand
Ahmedabad - 382213, India
BANKERS
1. Canara Bank
2. Indian Overseas Bank
3. Punjab National Bank
4. Andhra Bank
5. Allahabad Bank
6. Central Bank of India
7. Vijaya Bank
8. Barclays Bank Plc
REGISTRAR AND SHARE TRANSFER AGENTS
LINK INTIME INDIA PRIVATE LIMITED
(Unit : Claris Lifesciences Limited)
C-13, Pannalal Silk Mills Compound
LBS Road, Bhandup (West)
Mumbai 400 078

Managing Director &


CEOs Message
The year witnessed the outcome of our persistent efforts in
regulated markets including the USA, where we have 12 ANDAs
approval on hand, and 23 ANDAs in approval pipeline. In Europe,
we have already crossed the mark of 213 product approvals with
69 products under approvals.
Our income from net sales in the year 2013 stood at Rs. 65,838
lacs where revenues from international markets stood at Rs.
43,827 lacs, representing 67% of the net revenues.
We set up a new injectables plant which will be operational by
mid next year. This will add to our capacity to cater to increasing
demands of our high-end, complex products.

Arjun Handa | MD & CEO


Dear Shareowners,
I am happy to share with you the Annual Report for the year
2013.
The year 2013 will always be remembered as strategically one of
the most significant years for Claris. We remained focused on
strengthening our base competency i.e. Injectables. We adopted
two-pronged strategy for growth (a) Enhanced focus on
regulated markets by aggressively filing ANDAs in the USA,
enhancing network and product portfolio in Europe and other
regulated markets; and (b) Separated out our successful
infusion (IV fluids) business in emerging markets, by forming
new joint venture company, Claris Otsuka Ltd. (Claris Otsuka)
with Japanese partners, Otsuka Pharmaceutical Factory Inc
(Otsuka), and Mitsui & Co. Ltd. (Mitsui).
I believe this new JV Company that became functional in August
2013 has brought complementary strengths to the table and will
help foster the business, benefiting all stakeholders at large.
With this JV in place, Claris team can dedicatedly focus their
efforts on injectables business in regulated markets. Moreover,
the growth from Claris Otsuka will have more to offer in building
Claris further.
We have ushered into a new growth trajectory, and we are
committed to take the Injectables business to newer heights, by
expanding manufacturing capacities, building larger product
portfolio, capturing larger markets and investing in new ways of
working.

We paid serious attention to people development, corporate


governance, and a paradigm of corporate social responsibility
that includes contributing to society at large through various
initiatives creating meaningful and sustained impact to the
cause we espouse.
Our people practices were once again recognised by industry
experts which made us achieve the Best Place to Work award
and retain 1st position in Healthcare sector for the consecutive
fourth time. This recognition once again is a confirmation of our
belief that people are everything.
I thank all the stakeholders for continued trust and support
extended to Claris.

Arjun Handa
Managing Director & CEO

Notice to Shareholders
CLARIS LIFESCEINCES LIMITED
Regd. Office: Claris Corporate Headquarters,
Near Parimal Railway Crossing, Ellisbridge,
Ahmedabad 380 006, India
Tel. No. +91-79-2656 3331
Fax: +91-79-2640 8053/ 2656 5879
Website: www.clarislifesciences.com
CIN: L85110GJ1994PLC022543
NOTICE TO SHAREHOLDERS
Notice is hereby given that the Nineteenth Annual General Meeting of the Members of CLARIS LIFESCIENCES LIMITED will be held on Tuesday, June
17, 2014 at 11.00 AM at Ahmedabad Management Association, J.B. Auditorium, ATIRA Campus, Dr. Vikram Sarabhai Marg, Ahmedabad 380015 to
transact the following business:
ORDINARY BUSINESS:
1. To receive, consider and adopt the Audited Balance Sheet as at December 31, 2013 and Statement of Profit & Loss for the financial year ended on
that date together with the Report of the Board of Directors and Auditors thereon.
2. To appoint a Director in place of Mr. Aditya S Handa, who retires by rotation and being eligible, offers himself for re-appointment.
3. To appoint M/s Shah and Shah Associates, Chartered Accountants, Ahmedabad (FRN 113742W) as the new Statutory Auditors of the company to
hold office from the conclusion of this Annual General Meeting until the conclusion of next Annual General Meeting of the Company in place of
the retiring Auditors, namely, M/s. Deloitte Haskins & Sells, Chartered Accountants, and to fix the remuneration of the new Auditors:
RESOLVED THAT pursuant to the provisions of Sections 139,140,141 and other applicable provisions, if any of the Companies Act, 2013, approval
be and is hereby accorded to appoint M/s Shah and Shah Associates, Chartered Accountants, Ahmedabad (FRN 113742W) as Statutory Auditors of
the Company, to hold office from the conclusion of this Annual General Meeting up to the conclusion of the next Annual General Meeting, in place
of the retiring Auditors, M/s. Deloitte Haskins & Sells, Chartered Accountants Ahmedabad (FRN 117365W), Statutory Auditors of the Company.
RESOLVED FURTHER THAT the Board of Directors be and are hereby authorized to fix the remuneration and other terms and conditions of said
appointment.
RESOLVED FURTHER THAT any one Director or the Company Secretary of the Company be and are hereby severally authorized to file necessary of
e-forms with Registrar of Companies, Gujarat.
SPECIAL BUSINESS:
4. To consider and if thought fit, to pass with or without modification(s) the following resolution as a Special Resolution:
"RESOLVED THAT in supersession of the earlier resolution passed at the 17th Annual General Meeting held on April 30, 2012 and pursuant to
Section 180(1)(c) and all other applicable provisions, if any, of the Companies Act, 2013 (previously being Section 293(1)(d) of the Companies
Act, 1956),including any statutory modifications or re-enactments thereof, the consent of the members be and is hereby accorded to the Board of
Directors to borrow any sum or sums of money from time to time from any one or more Banks and/or from any one or more persons, firms, Bodies
Corporate or Financial Institutions, Multilateral agencies, Foreign Institutional Investors, Foreign Financial Institutions and from any other
persons or combination thereof whether by way of over draft, cash credit, guarantees, advance or deposits, loans, bills discounting or otherwise
and whether unsecured or secured by mortgage, charge, hypothecation, lien or pledge of the Company's assets and properties, whether in full or in
part, whether immovable, movable or stock in trade (including raw materials, stores, spare parts and components, in stock or in transit) current
assets and work in process and all or any of the undertaking(s) of the Company, notwithstanding that the monies to be borrowed together with
monies already borrowed by the Company (apart from temporary loans obtained from the Company's Bankers in the ordinary course of business)
will or may exceed at any time the aggregate of the paid-up share capital of the Company and its free reserves, that is to say, reserves not set apart
for any specific purpose so that the total amounts of monies so borrowed at any time shall not exceed the sum of Rs 750 Crores (Rupees Seven
Hundred Fifty Crores Only).
RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all such acts, deeds, matters and things that
may be necessary, desirable or expedient for giving effect to the above resolution.
5. To consider and if thought fit, to pass with or without modification(s) the following resolution as a Special Resolution:
"RESOLVED THAT Mr. Surrinder Lal Kapur, already an Independent Director pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges and who is eligible to remain in office as an Independent Director pursuant to Section 149 and all other applicable provisions, if any, of
the Companies Act, 2013 and Rules made thereunder (including any statutory modification(s) or re-enactment thereof) read with Schedule IV of
the Companies Act, 2013 and the revised Clause 49 of the Listing Agreement effective from 1st October, 2014, continue as an Independent
Director for a term of 5 (five) consecutive years with effect from April 1, 2014 up to March 31, 2019 , and shall not be liable to retire by rotation.

Claris Lifesciences Limited - Annual Report 2013

Notice to Shareholders
6. To consider and if thought fit, to pass with or without modification(s) the following resolution as a Special Resolution:
"RESOLVED THAT Mr. T. V. Ananthanarayanan, already an Independent Director pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges and who is eligible to remain in office as an Independent Director pursuant to Section 149 and all other applicable provisions, if any, of
the Companies Act, 2013 and Rules made thereunder (including any statutory modification(s) or re-enactment thereof) read with Schedule IV of
the Companies Act, 2013 and the revised Clause 49 of the Listing Agreement effective from 1st October, 2014, continue as an Independent
Director for a term of 5 (five) consecutive years with effect from April 1, 2014 up to March 31, 2019 , and shall not be liable to retire by rotation.
7. To consider and if thought fit, to pass with or without modification(s) the following resolution as a Special Resolution:
"RESOLVED THAT Mr. Anup P. Shah, already an Independent Director pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges
and who is eligible to remain in office as an Independent Director pursuant to Section 149 and all other applicable provisions, if any, of the
Companies Act, 2013 and Rules made thereunder (including any statutory modification(s) or re-enactment thereof) read with Schedule IV of the
Companies Act, 2013 and the revised Clause 49 of the Listing Agreement effective from 1st October, 2014, continue as an Independent Director for
a term of 5 (five) consecutive years with effect from April 1, 2014 up to March 31, 2019 , and shall not be liable to retire by rotation.
8. To consider and if thought fit, to pass with or without modification(s) the following resolution as a Special Resolution:
RESOLVED THAT subject to the provisions of Sections 196, 197, 198, 203 and other applicable provisions, if any, of the Companies Act, 2013 read
with Schedule V thereto and further read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Chetan
S. Majmudar, be and is hereby re-appointed as a Whole Time Director of the Company, for a further period of 3 years commencing from 1st July,
2014 to 30th June, 2017 upon the terms and conditions, including the remuneration to be paid as may be agreed to and decided by the Board and
Mr. Chetan S. Majmudar.
RESOLVED FURTHER THAT subject to the provisions of Section 197 and other applicable provisions, if any, of the Companies Act, 2013, the
remuneration as set out herein above be paid as minimum remuneration to Mr. Chetan S. Majmudar, notwithstanding that in any financial year of
the Company during his tenure as Whole Time Director, the Company has made no profits or profits are inadequate.
RESOLVED FURTHER THAT subject to the superintendence, control and direction of the Board of Directors of the Company and the regulations
contained in the Memorandum and Articles of Association of the Company and also the provisions of the Companies Act, 2013 and any other
regulations that may be applicable to the operations of the Company, Mr. Chetan S Majmudar as a Whole Time Director, be made responsible for
and be authorised to take decisions as mentioned in the Letter of his re-appointment.
RESOLVED FURTHER THAT pursuant to the provisions of Rules 3 and 8 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, a return of appointment in the prescribed form be filed with the Registrar of Companies within the prescribed time period
for the appointment of Mr. Chetan S. Majmudar as the Whole Time Director of the Company.

Place : Ahmedabad
Date : May 9, 2014
By order of the Board of Directors
For Claris Lifesciences Limited
Registered Office :
Claris Corporate Headquarters,
Nr. Parimal Railway Crossing,
Ellisbridge, Ahmedabad 380006, India
Tel. No. +91-79-2656 3331
Fax: +91-79-2640 8053/ 2656 5879
Website: www.clarislifesciences.com
CIN: L85110GJ1994PLC022543

Kirit Kanjaria
VP Company Secretary & Compliance Officer

NOTES:
1. Explanatory Statement as required under Section 102 of the Companies Act, 2013 in respect of the Special Business is annexed hereto.
2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE
IN THE MEETING INSTEAD OF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. THE INSTRUMENT
APPOINTING THE PROXY IN ORDER TO BE EFFECTIVE, MUST BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN
48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING. MEMBERS/ PROXIES SHOULD BRING THEIR DULY FILLED ATTENDANCE SLIP
ATTACHED HEREWITH TO ATTEND THE MEETING.
A proxy form is sent herewith. Proxies submitted on behalf of the companies, societies, etc., must be supported by an appropriate resolution/
authority, as applicable. A person can act as proxy on behalf of members not exceeding 50 (fifty) and holding in aggregate not more than 10 (ten)
percent of the total share capital of the Company.
3. Members are requested to kindly bring their copy of the Annual Report with them at the Annual General Meeting, as no extra copy of Annual
Report would be made available at the Annual General Meeting.
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Notice to Shareholders
4. The Register of Members and Share Transfer Books will remain closed from June 13, 2014 to June 17, 2014 (both days inclusive).
5. The brief profile of the Directors proposed to be re-appointed is given in the section Report on Corporate Governance of the Annual Report.
6. All documents referred to in the Notice or in the accompanying Explanatory Statement are available for inspection by the members at the
Registered Office of the Company on all working days, except Saturdays, Sundays and public holidays, between 10.00 a.m. to 1.00 p.m. prior to the
date of the Annual General Meeting and also available for inspection at the meeting.
7. The shares of the Company are at present listed with BSE Limited. The listing fee for the year 2014-2015 is paid to BSE before the due date.
8. Pursuant to Section 72 of the Companies Act, 2013 read with the Companies (Share Capital and Debentures) Rules, 2014, members are entitled to
make a nomination in respect of shares held by them in physical form. Shareholders desirous of making a nomination are requested to send their
requests in Form No. SH-13 in duplicate (which will be made available on request) to the Registrar and Share Transfer Agent of the Company.
9. The Notice along with Annual Report will be sent electronically indicating the process and manner of E-Voting to the members whose e-mail
addresses are registered with the depository participants /Company. The physical copy of Notice along with Annual Report has been sent to those
members whose email addresses are not registered with the depository participants /Company indicating the process and manner of E-Voting.
The members will be entitled to receive physical copy of annual report for the financial year ended December 31, 2013, free of cost, upon sending a
request to the Registrar and Transfer Agent or the Company Secretary of the Company. The Notice along with Annual Report will also be available
on the Company's website www.clarislifesciences.com
10.In terms of the Circular No. CIR/MRD/DP/10/2013 dated March 21, 2013 issued by the Securities and Exchange Board of India, listed companies are
required to use the Reserve Bank of India's approved electronic mode of payment such as Electronic Clearance Service (ECS), LECS (Local
ECS)/RECS (Regional ECS)/NECS (National ECS), NEFT, etc. for making cash payments like dividend, etc. to the members.
Accordingly, members holding securities in demat mode are requested to update their bank details with their depository participants. And the
members holding securities in physical form are requested to send a request to the Registrar and Transfer Agent i.e. Link Intime India Private
Limited or the Company Secretary of the Company.
11. Members are requested to inform change in address or bank mandate to their respective depository participants with whom they are maintaining
their demat accounts and with the Registrar and Transfer Agent i.e. M/s Link Intime India Private Limited or the Company Secretary of the
Company for the shares held in physical form by a written request duly signed by the member for receiving all communication in future.
12.Members desiring any information relating to the accounts are requested to write to the Company at least 10 days before the meeting so as to
enable the management to keep the information available at the meeting.
13.Members wishing to claim dividend, which remain unclaimed, are requested to correspond with the Registrar and Transfer Agent i.e. M/s Link
Intime India Private Limited or the Company Secretary of the Company. Members are requested to note that dividends not claimed within a period
of seven years from the date of transfer to the Company's Unpaid Dividend Account, will be as per the Section 124 of the Companies Act, 2013, be
transferred to Investor Education and Protection Fund.
Members who have either neither received nor encashed their dividend warrant(s) for the financial years ended December 31, 2010 upto December
31, 2013, are requested to write to the Company, mentioning the relevant Folio number or DP ID and Client ID, for issuance of duplicate/revalidated
dividend warrant(s).
14. Voting through electronic means:I

In compliance with the provisions of Section 107 and 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and
Administration) Rules, 2014 and in further pursuance to the revised Clause 35B of the Listing Agreement effective with immediate effect from vide
Circular No. CFD/ Policy Cell/ 2/ 2014 dated 17th April, 2014 issued by the Securities and Exchange Board of India, the Company is pleased to
provide members facility to exercise their right to vote at the 19th Annual General Meeting by electronic means and business may be transacted
through E-Voting services provided by National Securities Depository Limited (NSDL). It is hereby clarified that it is not mandatory for a member to
vote using the E-voting facility and a member may avail of the facility at his/her discretions, subject to compliance with the instruction for EVoting given below.
In case of Members who are entitled to vote but have not exercised their right to vote by electronic means, the Chairman of the Company may
order a poll on his own motion in terms of Section 109 of the Companies Act, 2013 for the businesses specified in the accompanying Notice. For
abundant clarity, in the event of poll, please note that the Members who have exercised their right to vote by electronic means shall not vote by
way of poll at the Meeting.

A. In case a Member receives an email from NSDL [for members whose email IDs are registered with the Company/Depository Participants(s)]:
(i) Open email and open PDF file viz; Claris Annual Report e-Voting.pdf with your Client ID or Folio No. as password. The said PDF file contains your
user ID and password/PIN for e-voting. Please note that the password is an initial password.
(ii) Launch internet browser by typing the following URL: https://www.evoting.nsdl.com/
(iii) Click on Shareholder - Login
(iv) Put user ID and password as initial password/PIN noted in step (i) above. Click Login.
(v) Password change menu appears. Change the password/PIN with new password of your choice with minimum 8 digits/characters or combination
Claris Lifesciences Limited - Annual Report 2013

Notice to Shareholders
thereof. Note new password. It is strongly recommended not to share your password with any other person and take utmost care to keep your
password confidential.
(vi) Home page of e-voting opens. Click on e-Voting: Active Voting Cycles.
(vii) Select EVEN of Claris Lifesciences Limited.
(viii)
(ix)
(x)
(xi)
(xii)

Now you are ready for e-voting as Cast Vote page opens.
Cast your vote by selecting appropriate option and click on Submit and also Confirm when prompted.
Upon confirmation, the message Vote cast successfully will be displayed
Once you have voted on the resolution, you will not be allowed to modify your vote
Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board
Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to
the Scrutinizer through e-mail to csdoshiac@yahoo.com with a copy marked to evoting@nsdl.co.in

B. In case a Member receives physical copy of the Notice of Annual General Meeting [for members whose email IDs are not registered with the
Company/Depository Participants(s) or requesting physical copy] :
(i) Initial password is provided as below/at the bottom of the Attendance Slip for the Annual General Meeting:
EVEN (E Voting Event Number)

USER ID

PASSWORD/PIN

(ii) Please follow all steps from Sl. No. (ii) to Sl. No. (xii) above, to cast vote.
II. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available
at the Downloads section of www.evoting.nsdl.com
III. If you are already registered with NSDL for e-voting then you can use your existing user ID and password/PIN for casting your vote.
IV. You can also update your mobile number and e-mail id in the user profile details of the folio which may be used for sending future
communication(s).
V. The e-voting period commences on June 10, 2014 (6:00 am) and ends on June 12, 2014 (12:00 pm). During this period shareholders' of the
Company, holding shares either in physical form or in dematerialized form, as on the cut-off date is May 16, 2014, may cast their vote
electronically. The e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the shareholder, the
shareholder shall not be allowed to change it subsequently.
VI. The voting rights of shareholders shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date is
May 16, 2014.
VII. Mr. Ashish C Doshi, Company Secretary in practice has been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and
transparent manner.
VIII. The Scrutinizer shall within a period not exceeding three(3) working days from the conclusion of the e-voting period unblock the votes in the
presence of at least two(2) witnesses not in the employment of the Company and make a Scrutinizer's Report of the votes cast in favour or against,
if any, forthwith to the Chairman of the Company.
IX. The Results shall be declared on or after the Annual General Meeting of the Company. The Results declared along with the Scrutinizer's Report shall
be placed on the Company's website www.clarislifesciences.com and on the website of NSDL within two(2) days of passing of the resolutions at
the Annual General Meeting of the Company and communicated to the BSE Limited
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013:
ITEM NO. 4
Pursuant to General Circular No. 04/2014 dated 25th March, 2014 issued by the Ministry of Corporate Affairs and in further pursuance to the
provision of Section 180(1)(c) of the Companies Act, 2013 (previously being Section 293(1)(d) of the Companies Act, 1956) and further in
supersession of the earlier resolution passed at the 17th Annual General Meeting held on April 30, 2012, the Board of Directors cannot, except with
the consent of the company in general meeting, borrow moneys (apart from temporary loans obtained from the company's banker in the ordinary
course of business) in excess of the aggregate of the paid-up capital and free reserves, that is to say, reserves not set apart for any specific purpose.
In such circumstance, approval of the shareholders is being requested to enable the Directors to borrow money to the extent of Rs. 750 Crores
(rupees seven hundred and fifty crores only) from lenders as stated above.
None of the Directors, Key Managerial Personnel or their relatives are in any way concerned or otherwise interested in this resolution
Your Directors recommend the resolution for your approval as a Special Resolution.
ITEM NO. 5
Mr. Surrinder Lal Kapur is an Independent and Non - Executive Director of the Company. He was appointed as a Director of the Company on
8

Claris Lifesciences Limited - Annual Report 2013

Notice to Shareholders
September 26, 2008. He holds a post graduate degree in Mathematics and is a graduate in Law from Punjab University. He has completed his
training in public administration from the National Academy of Administration, Mussoorie. He has a practical experience in banking and
promotion of industrial investments. He works as an honorary adviser to the President, PHDCCI (PHD Chamber of Commerce & Industry, a regional
chamber of commerce covering 11 Northern States and Union Territories of India). He served in the Indian Administrative Service for about 35
years. He retired from Public Service as Chairman of the Board for Industrial and Financial Reconstruction. He is practising as an Advocate and is
proprietor of a law firm known as S.L. Kapur & Associates. He has floated a charitable trust known as Poverty Alleviation through Generation of
Employment Trust to provide employment opportunities to youth belonging to backward classes and rural areas. He is holding nil shares of the
Company as on date.
Mr. Surrinder Lal Kapur was appointed as a, Director of the Company prior to 1st April, 2014, being the date of notification of section 149 of the
Companies Act, 2013. He is eligible to continue as an 'Independent Director' under the Companies Act, 2013 (the Act) and the revised Clause 49
of the Listing Agreement with the Stock Exchanges that will come into effect from 1st October, 2014. However, the records of the Ministry of
Corporate Affairs need to take a note that the said Director is an 'Independent Director' being appointed prior to 1st April, 2014, and is not liable to
retire by rotation pursuant to section 149(13) of the Act. Pursuant to section 149(10) of the Act, an Independent Director shall hold office for a
term up to five consecutive years on the Board of a company. Pursuant to Explanation to sub-section (11) of section 149 of the Act, any tenure of
an Independent Director on the date of commencement of the Act shall not be counted as a term for the purpose of counting his term in office.
Pursuant to the revised Clause 49 of the Listing Agreement that is made applicable with effect from 1st October, 2014 by the Securities and
Exchange Board of India, any person who has already served as an Independent Director for five years or more in a company as on 1st October, 2014
shall be eligible for appointment on completion of his present term for one more term of up to five years only.
Hence, Mr. Surrinder Lal Kapur, who has already served for more five years or more, is eligible for appointment for only one term of 5 consecutive
years on completion of his term.
The Members are requested to consider the continuation of Mr. Surrinder Lal Kapur as an Independent Director under the Companies Act, 2013
whose period of office shall not be liable to retire by rotation.
None of the Directors, Key Managerial Personnel or their relatives are in any way concerned or otherwise interested in this resolution except Mr.
Surrinder Lal Kapur.
Your Directors recommend the resolution for your approval as a Special Resolution.
ITEM NO. 6
Mr. T. V. Ananthanarayanan is the Non-Executive and Independent Director of the Company and was appointed as Director of the Company on
January 28, 2008. He holds a Master of Science degree in Biomedical engineering from the Indian Institute of Technology, Chennai, and is a
graduate in Mechanical Engineering from the Indian Institute of Technology, Chennai. Mr. T. V. Ananthanarayanan is a Trained Behavioural
Scientist and Yoga Teacher apart from being an Engineer; He is the founder of the consulting firm "FLAME TAO Knoware"a team of functional
experts all of whom are Behavioural Scientists focusing on Organizational Transformation, Alignment and Optimization; he is one of the founders
of Sumedhas Academy for Human Contexta nonprofit organization focusing on developing behavioral scientists. He is also a founder trustee of
The Barefoot Academy of Governance. His consulting experience spans three decades: organization turnarounds, leadership coaching, culture
transformations. His clients include TCS, Infosys, Laxmi Machine Works, ITC and EPCOS. He pioneered the use of Yoga and Theatre in process work.
He has published many papers and three books: Learning through Yoga, The Totally Aligned Organization and Organization Alignment and
Development (co-authored with Gagandeep Singh). His goal is to develop a unique approach to management at a personal level and at an
organizational level based on the three streams of his expertise namely, Lean Management, Yoga and Behavioural Sciences. He is holding nil shares
of the Company as on date.
Mr. T. V. Ananthanarayanan was appointed as a Director of the Company prior to 1st April, 2014, being the date of notification of section 149 of the
Companies Act, 2013. He is eligible to continue as an 'Independent Director' under the Companies Act, 2013 (the Act) and the revised Clause 49
of the Listing Agreement with the Stock Exchanges that will come into effect from 1st October, 2014. However, the records of the Ministry of
Corporate Affairs need to take a note that the said Director is an 'Independent Director' being appointed prior to 1st April, 2014, and is not liable to
retire by rotation pursuant to section 149(13) of the Act. Pursuant to section 149(10) of the Act, an Independent Director shall hold office for a
term up to five consecutive years on the Board of a company. Pursuant to Explanation to sub-section (11) of section 149 of the Act, any tenure of
an Independent Director on the date of commencement of the Act shall not be counted as a term for the purpose of counting his term in office.
Pursuant to the revised Clause 49 of the Listing Agreement that is made applicable with effect from 1st October, 2014 by the Securities and
Exchange Board of India, any person who has already served as an Independent Director for five years or more in a company as on 1st October, 2014
shall be eligible for appointment on completion of his present term for one more term of up to five years only.
Hence, Mr. T. V. Ananthanarayanan, who has already served for more five years or more, is eligible for appointment for only one term of 5
consecutive years on completion of his term.
The Members are requested to consider the continuation of Mr. T. V. Ananthanarayanan as an Independent Director under the Companies Act, 2013
whose period of office shall not be liable to retire by rotation.
None of the Directors, Key Managerial Personnel or their relatives are in any way concerned or otherwise interested in this resolution except Mr. T.
V. Ananthanarayanan.
Your Directors recommend the resolution for your approval as a Special Resolution.
Claris Lifesciences Limited - Annual Report 2013

Notice to Shareholders
ITEM NO. 7
Mr. Anup P. Shah is the Non-Executive and Independent Director of the Company and was appointed by the Board of Directors on 23rd February,
2013. He is a Fellow Member of the Institute of Chartered Accountants of India, a Commerce and a Law Graduate from the Mumbai University.
Presently, he is the Managing Partner of M/s. Pravin P. Shah & Co, Chartered Accountants. Mr. Anup has hands-on experience in Legal, Financial,
and Tax Consultancy, including Business Restructuring, Transaction Structuring, Capital Markets Regulations, Foreign Investments, PE
Investments, Business Valuations, Real Estate Structuring, Corporate Governance issues, Accounting Advisory, etc. He has authored/ co-authored
several books and contributed over 175 Articles. He is an Independent Director and Chairman of Audit Committee of Ruby Mills Ltd and
Independent Director and Member of the Audit Committee of Jai Corp Ltd. He is also on the Board of Landmark Business Service Centre Private
Limited, Knowhowhub.com Private Limited, Macro Investment & Financial Consultants Private Limited and also the Founder Director of Health &
Education Foundation, a section 25 Company, dedicated to the cause of Prevention / Treatment of Heart Disease and providing Education to needy
children. He is holding NIL shares of the Company as on date.
Mr. Anup P. Shah was appointed as a Director of the Company prior to 1st April, 2014, being the date of notification of section 149 of the
Companies Act, 2013. He is eligible to continue as an 'Independent Director' under the Companies Act, 2013 (the Act) and the revised Clause 49
of the Listing Agreement with the Stock Exchanges that will come into effect from 1st October, 2014. However, the records of the Ministry of
Corporate Affairs need to take a note that the said Director is an 'Independent Director' being appointed prior to 1st April, 2014, and is not liable to
retire by rotation pursuant to section 149(13) of the Act. Pursuant to section 149(10) of the Act, an Independent Director shall hold office for a
term up to five consecutive years on the Board of a company. Pursuant to Explanation to sub-section (11) of section 149 of the Act, any tenure of
an Independent Director on the date of commencement of the Act shall not be counted as a term for the purpose of counting his term in office.
Pursuant to the revised Clause 49 of the Listing Agreement that is made applicable with effect from 1st October, 2014 by the Securities and
Exchange Board of India, any person who has already served as an Independent Director for five years or more in a company as on 1st October, 2014
shall be eligible for appointment on completion of his present term for one more term of up to five years only.
Hence, Mr. Anup P. Shah, who was appointed on February 23, 2013, is eligible for re-appointment for a further term of five consecutive years after
the initial five years.
The Members are requested to consider the continuation of Mr. Anup P. Shah as an Independent Director under the Companies Act, 2013 whose
period of office shall not be liable to retire by rotation.
None of the Directors, Key Managerial Personnel or their relatives are in any way concerned or otherwise interested in this resolution except Mr.
Anup P. Shah.
Your Directors recommend the resolution for your approval as a Special Resolution.
ITEM NO. 8
Mr. Chetan S. Majmudar holds a Bachelor of Science degree from Saurashtra University, Rajkot. He joined our Company on April 1, 1999 and has
around 38 years of experience in the pharmaceutical industry. He oversees the technical aspects of our Company. He has been involved in
obtaining various regulatory approvals from authorities such as USFDA, MHRA & TGA for our Clarion manufacturing facilities. Prior to joining our
Company, he was an employee of Core Healthcare Limited. He is responsible for development, manufacturing and quality of products.
Mr. Chetan S Majmudar is neither a Managing Director nor a Whole Time Director nor a Manager in any other Company. He is also not in whole
time employment elsewhere. He is a citizen of India and also resident of India.
Keeping in view his experience in the pharmaceutical industry and more especially his vast knowledge of technical aspects, the Board of Directors
of the Company on recommendation of the Remuneration/ Compensation Committee and subject to the approval of the Members and other
approvals if any, re-appoints Mr. Chetan S. Majmudar as a Whole Time Director of the Company for a further period of 3 years w.e.f. 1st July, 2014
on the following terms and conditions:
Salary : Rs. 500,000/- per month.
Annual Increment : The Board will grant annual increments from time to time up to 40% of the last drawn salary to be decided by the Board of
Directors and revise the Salary within the aforesaid range by granting one or more increments in the above scale, having regard to the merits and
performance.
Perquisites: Besides the above salary, Mr. Chetan shall be entitled to the following perquisites:
(a) Perquisites including allowances in such form and to such extent as may be decided by the
Board of Directors or Remuneration / Compensation Committee (or the Nomination and Remuneration Committee) subject to a ceiling of annual
salary.
(b) Company's contribution to Provident Fund and Superannuation or Annuity Fund to the extent these either singly or taken together are not
taxable under the Income tax Act, gratuity payable as per the Rules of the Company and encashment of leave at the end of his tenure as per the
Rules of the Company applicable to senior executives and the same shall not be included in the computation of limits for the remuneration or
perquisites aforesaid.

10

Claris Lifesciences Limited - Annual Report 2013

Notice to Shareholders
If, in any financial year, the Company has no profits or its profits are inadequate, then in such event, notwithstanding the provisions of Section II of
Part II of Schedule V to the Companies Act, 2013 but subject to the approval of the Central Government as may be required, the remuneration as set
out above, will be paid as minimum remuneration.
Other terms :
a) Leave: On full pay and allowances, as per the Rules of the Company, but not exceeding one month's leave for every 11 months of service.
b) Reimbursement of entertainment and/or travelling, hotel and other expenses actually incurred by him in the performance of duties.
c) Mr. Chetan S. Majmudar shall not be entitled for sitting fees for attending meetings of the Board of Directors of the Company or Board Committees
so long as he functions as the Executive Director of the Company.
d) Subject to the provisions of the Companies Act, 2013, Mr. Chetan S Majmudar shall not, while he continues to hold office, be subject to retirement
by rotation of Directors and they shall not be reckoned as a Director for the purpose of determining the rotation or retirement of Directors or in
fixing the number of Directors to retire.
e) The re-appointment may be terminated by either party giving to the other party ninety days' notice in writing.
f) In the event of any dispute or difference arising at any time between Mr. Chetan S Majmudar and the Company in respect of the Agreement or the
construction thereof, the same will be submitted to and be decided by Arbitration in accordance with the provisions of the Arbitration and
Conciliation Act, 1996.
None of the Directors except Mr. Chetan S Majmudar is deemed to be interested in the above resolution.
Your Directors recommend the resolution for your approval as a Special Resolution.
Note on appointment of M/s Shah & Shah Associates, Chartered Accountants, Ahmedabad, as Statutory Auditors of the Company (Item No. 3)
M/s Shah and Shah Associates, Chartered Accountants, Ahmedabad (FRN 113742W) are proposed to be appointed as the new Statutory Auditors
of the company to hold office from the conclusion of this Annual General Meeting until the conclusion of next Annual General Meeting of the
Company in place of the retiring Auditors, namely, M/s. Deloitte Haskins & Sells, Chartered Accountants. The company felt that although
statutorily not required but as part of proactive governance and considering the auditor rotation concept introduced by the Companies Act, 2013
it would be appropriate to voluntarily change the Auditors.
The Company has received special notice of a resolution from a Member of the Company, in terms of the applicable provisions of the Companies
Act, 1956 which is also in compliance with the Companies Act,2013, signifying his intention to propose the appointment of M/s Shah & Shah
Associates, Chartered Accountants, Ahmedabad as the statutory auditors of the Company from the conclusion of this Annual general meeting till
the conclusion of the next Annual General meeting of the Company.
Based on the recommendation of the Audit Committee, the Board of Directors, has recommended the appointment of M/s Shah & Shah Associates,
Chartered Accountants, Ahmedabad, as Statutory Auditors of the Company for the financial year 2014 in place of M/s Deloitte Haskins & Sells,
Chartered Accountants.
M/s Shah & Shah Associates, Chartered Accountants, Ahmedabad have expressed their willingness to act as the statutory auditors of the Company,
if appointed, and have further confirmed that the said appointment would be in conformity with the provisions of Section 224 of the Companies
Act, 1956 which is also in compliance with the Companies Act,2013.
The Members approval is being sought for the appointment of M/s. Shah & Shah Associates, Chartered Accountants, Ahmedabad as the statutory
auditors of the Company and to authorise the Board of Directors, on recommendation of the Audit Committee, to determine the remuneration
payable to them.
None of the Directors is concerned or interested in this resolution.
Your Directors recommend the resolution for your approval.

Place : Ahmedabad
Date : May 9, 2014
Registered Office :
Claris Corporate Headquarters,
Nr. Parimal Railway Crossing,
Ellisbridge, Ahmedabad 380006, India
Tel. No. +91-79-2656 3331
Fax: +91-79-2640 8053/ 2656 5879
Website: www.clarislifesciences.com
CIN: L85110GJ1994PLC022543
Claris Lifesciences Limited - Annual Report 2013

By order of the Board of Directors


For Claris Lifesciences Limited
Kirit Kanjaria
VP Company Secretary & Compliance Officer

11

Directors' Report
Dear Members,
Your Directors are pleased to present the nineteenth Annual Report of
the Company and Annual Audited Accounts for the financial year ended
December 31, 2013.
FINANCIAL RESULTS:
Your company has, on 31st July, 2013 transferred its Infusion business to
Claris Otsuka Limited in which your Company holds 20% of its equity
capital and which was an erstwhile wholly-owned subsidiary company
of your Company. Hence the audited figures for the financial year under
review with the previous year are not comparable.
The financial highlights of the Company on Consolidated and
Standalone basis are as below:

(Rupees in lacs)

Particulars

Consolidated
2013

2012

Standalone
2013

2012

Income
70,834.95 77,766.19 67,867.53 73,014.53
Profit before Interest,
20,997.40 27,510.29 19,821.11 24,343.67
depreciation and tax
5,219.45 6,505.26 5,210.12 6,491.24
Finance Costs
6,535.38 7,426.91 5,796.11 7,179.44
Depreciation & Amortisation
1,505.98
- 1,505.98
(45.10)
Exceptional Item
Profit after exceptional items 10,748.55 13,578.12 10,320.86 10,627.89
2,207.71 3,187.00 2,199.01 3,186.27
Provision for tax
8,540.84 10,391.12 8,121.85 7,441.62
Profit after tax
(99.87)
Share in Loss of Associate
8,440.97 10,391.12 8,121.85 7,441.62
Net Profit / (Loss) after taxes
and share in loss of associates
Balance brought forward from 64,703.67 56,360.96 46,885.57 41,492.36
previous year
Balance available for
Appropriation:
5,743.60 1,276.35 5,743.60 1,276.35
Proposed Dividend
976.12
207.06
976.12
207.06
Corporate tax on dividend
9.86
9.86
Tax on Dividend of earlier year
830.00
565.00
830.00
565.00
Transfer to General Reserve
65,585.06 64703.67 47,447.84 46,885.57
Balance carried to Balance
Sheet

RESULTS OF OPERATIONS:
During the financial year under review your Companys income from net
sales stood at Rs. 65,837.55 Lacs as against Rs. 76,272.34 Lacs in the
previous year. As highlighted earlier, the previous years figures are not
comparable in view of the divestment of Infusion business on July 31,
2013.
Our revenues from international markets stood at Rs. 43,827.02 Lacs as
compared to Rs. 40,671.23 Lacs in previous financial year representing
66.57% of the net revenues as compared to 53.32 % of previous
financial year.
EBITDA, PBT and PAT reached to Rs. 20,997.40 Lacs, Rs. 10,748.55 Lacs
and Rs. 8,440.97 Lacs respectively as against Rs.27,510.29 Lacs,
Rs.13,578.12 Lacs and Rs.10,391.12 Lacs respectively, in the previous
year.
As a percentage of net sales, the EBITDA, PBT and PAT margins stood at
31.89%, 16.33% and 12.82% respectively in fiscal year 2013 compared
to 36.07%, 17.80% and 13.62% respectively in the previous year.
The Company reported gain of Rs.1505.98 Lacs on sale of its infusion
business to Claris Otsuka Limited, the erstwhile wholly-owned
subsidiary of the company.
Detailed analyses of the financials have been provided in the
Management Discussion and Analysis which is a part of this Directors
Report.
JOINT VENTURE:
During the year, the Company has transferred its Infusion business for
India and Emerging Markets to Claris Otsuka Limited on a slump sale
12

basis; for a total cash consideration of Rs.103182.42 Lacs (Rs.105040.00


Lacs cash consideration less Rs.1857.38 Lacs for liabilities transferred)
for the net assets of infusion business transferred in favour of Claris
Otsuka Limited. Post this transaction, the Company is continuing to
hold 20% of the Claris Otsuka Limited and Otsuka Pharmaceutical
Factory Inc., Japan and Mitsui & Co. Ltd., Japan will hold 60% and 20%
respectively in Claris Otsuka Limited.
As a part of this transaction, the Company has transferred its infusion
products namely Common Solutions, Anti-Infective, Plasma Volume
Expanders and Parenteral Nutrition therapies for India and Emerging
Markets to Claris Otsuka Limited.
FURTURE OUTLOOK / GROWTH PLANS:
The Company will focus on its speciality generics injectables business
and will target its next phase of growth through new product launches
in international market, especially in the key Regulated Markets of US
and European Union. The Company will increase its focus on
development and launch of niche products targeted for the US and EU,
the company intends to build a pipeline of 100 ANDAs for the US over
the next three years, some of these products may also be acquired
inorganically.
To meet the growing demands of Injectable products in the
International Markets the company has commenced projects for
capacity expansion to meet the growing demand of its products in the
US and EU and to introduce new delivery systems. As part of the
expansion process, two projects have been initiated for the year 2014, (i)
packaging automation for the flagship plant Clarion 1, this will increase
the overall capacities of the plant; and (ii) Installation of two
manufacturing lines in Clarion 5, these lines will cater to Aseptic as well
as Terminally Sterilised products and also have the capability to
manufacture Lyophilised products.
DIVIDEND:
Your Company has declared and paid an interim dividend of Rs. 9/- per
equity share of Rs. 10/- each (i.e. 90%) on January 7, 2014 for the year
2013, which was paid on February 4, 2014 to the members of the
Company as on record date January 21, 2014. The total outflow on
account of dividend payments, including distribution tax, was Rs.
6,719.72 Lacs ( FY2012 Rs. 1,483.41 Lacs).
TRANSFER TO RESERVES:
Your Company has transferred Rs. 830.00 Lacs to the General Reserves.
An amount of Rs. 65,585.06 Lacs is to be retained in the Profit and Loss
Account (of consolidated accounts).
SUBSIDIARIES:
Your Company has 13 International and 4 Indian Subsidiaries as on
December 31, 2013. During the year, Claris Otsuka Limited was
discontinued as the subsidiary of your Company on and from July 31,
2013 upon the completion of transfer of infusion business for India and
emerging markets to the Claris Otsuka Limited.
Accounts of Subsidiaries:
Pursuant to General Circular No.2/2011 dated February 8, 2011 issued by
Ministry of Corporate Affairs, the Company in its meeting held on
February 28, 2014 has availed the general exemption from attaching a
copy of the Balance Sheet, Statement of Profit and Loss, Directors
Report and Auditors Report of the Subsidiary Companies and other
documents required to be attached under Section 212(1) of the
Companies Act, 1956, to the Balance Sheet of the Company for the
financial year ended December 31, 2013.
Accordingly, in accordance with the Accounting Standard AS-21 on
Consolidated Financial Statements read with the Accounting Standard
AS-23 on Accounting for Investments in Associates notified under
Section 211(3C) of the Companies Act, 1956 the Audited Consolidated
Financial Statements are provided in the Annual Report. The Annual
Claris Lifesciences Limited - Annual Report 2013

Directors' Report
Accounts of the Subsidiary Companies and the related detailed
information will be made available to the members of the holding and
subsidiary companies seeking such information at any point of time. The
Annual Accounts of the Subsidiary Companies will also be kept for
inspection by any members at the Registered Office of the holding
company and at the concerned subsidiary companies.
INTERNAL CONTROL SYSTEM:
The Company has a reasonable internal control system, which ensures
that all assets are protected against loss from unauthorized use and all
transactions are recorded and reported correctly. The internal control
systems are further supplemented by internal audit carried out by an
independent firm of Chartered Accountants and periodical review by
management. The Audit Committee of the Board of Directors addresses
issues raised by both, the Internal Auditors and the Statutory Auditors.
FIXED DEPOSITS:
Your Company has not accepted any fixed deposit under Section 58A of
the Companies Act, 1956.
INSURANCE:
The assets/ properties of the Company are adequately insured against
the loss of fire, riots, earthquake, terrorism, etc and other risks that are
considered necessary by the management. Apart from the above, your
Company has also Product as well as Directors and Officers Liability
Insurance Policies.
DIRECTORS:
Mr. Aditya S. Handa, Director of the Company, retire by rotation at the
conclusion of this Annual General Meeting and being eligible offer
himself for reappointment.
The brief resume of the Director retiring by rotation and seeking reappointment at the ensuing Annual General Meeting, as stipulated
under clause 49 of the Standard Listing Agreement with the Stock
Exchange, is given in section Report on Corporate Governance of the
Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under section 217(2AA) of the Companies
Act, 1956, with respect to the Directors' Responsibility Statement, it is
hereby confirmed:
1. That in the preparation of the accounts for the financial year ended
December 31, 2013, the applicable accounting standards have been
followed along with proper explanation relating to material
departures, if any;
2. That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that
were reasonable and prudent, so as to give a true and fair view of the
state of affairs of the Company at the end of the financial year and of
the profit and loss of the Company for the year under review;
3. That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with
the provisions of the Companies Act, 1956 for safeguarding the
assets of the Company and for preventing and detecting fraud and
other irregularities;
4. That the Directors have prepared the accounts for the financial year
ended December 31, 2013 on a 'going concern basis.
AUDITORS:
M/s Shah and Shah Associates, Chartered Accountants, Ahmedabad
(FRN 113742W) as the new Statutory Auditors of the company to hold
office from the conclusion of this Annual General Meeting until the
conclusion of next Annual General Meeting of the Company in place of
the retiring Auditors, namely, M/s. Deloitte Haskins & Sells, Chartered
Accountants, although statutorily not required but appropriate to
voluntarily change, as part of proactive governance and considering the
auditor rotation concept introduced by the new Companies Act. Further,
M/s Shah and Shah Associates, Chartered Accountants, Ahmedabad
(FRN 113742W), have given their willingness to be appointed as
Claris Lifesciences Limited - Annual Report 2013

Statutory Auditors of the Company and have also furnished a certificate


as required under provision of the section 224(1B) of the Companies Act,
1956 to the effect that their appointment, if made, will be in accordance
with the limits specified in the sub-section (1B) of section 224 of the
Companies Act, 1956.
The Notice convening the said Annual General Meeting contains the
said resolution.
The Board of Directors places on record appreciation of the services
rendered by M/s. Deliotte Haskins & Sells, Chartered Accountants,
Ahmedabad to the Company .
COST AUDITOR:
Pursuant to Section 233B of the Companies Act, 1956, M/s. Kiran J.
Mehta & Co., Cost Accountants, Ahmedabad was appointed as Cost
Auditors of the Company in respect of cost audit of the Companys
pharmaceutical activities for the year ended December 31, 2013. Report
of the Cost Auditor in respect of Cost Audit for the year under review will
be filed with the Central Government in due time period.
ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:
The information required under the Companies Act, 1956 as given in
Companies (Disclosure of Particulars in the Report of Board of Directors)
Rules, 1988 is given in the Annexure I.
PARTICULARS OF EMPLOYEES:
Employees are vital to the Company. Your Company has created a
favourable work environment that encourages innovation and
meritocracy. Your Company has staff strength of 959 employees as at
December 31, 2013 compared to staff strength of 1558 employees as at
December 31, 2012. The reduction is on account of transfer of its
Infusion business for India and Emerging Markets to Claris Otsuka
Limited and subsequent transfer of concerned employees to Claris
Otsuka Limited.
Particulars of employees covered under section 217(2A) of the
Companies Act, 1956 are attached read with Companies (Particulars of
Employees) Rules, 1975 and forms part of this Annual Report. However,
as per Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual
Report is being sent to all members excluding the said annexure. Any
member interested in obtaining the particulars may obtain the same in
writing to the Company Secretary of the Company or the same is
available for inspection at the Registered Office of the Company during
the working hours of the Company.
CORPORATE GOVERNANCE:
Pursuant to Clause 49 of the Listing Agreement, a Report on Corporate
Governance forms a part of Annual Report.
MANAGEMENT DISCUSSION & ANALYSIS:
Pursuant to Clause 49 of the Listing Agreement, Management
Discussion & Analysis is given separately forming part of this Annual
Report.
ACKNOWLEDGMENT:
The Board of Directors greatly appreciates the commitment and
dedication of employees at all levels who have contributed to the
growth and success of the Company. We also thank all our clients,
vendors, investors, bankers and other business associates for their
continued support and encouragement during the year.
We also thank the Government of India, Government of Gujarat,
Ministry of Commerce and Industry, Ministry of Finance, Customs and
Excise Departments, Income Tax Department, and all other Government
Agencies for their support during the year and look forward to their
continued support in the future.
For and on Behalf of Board
Arjun Handa
Managing Director & CEO

Chandrasingh S. Purohit
Whole Time Director

Place : Ahmedabad
Date : February 28, 2014
13

Annexure-I to the Directors Report


Particulars required under the Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules, 1988
I. CONSERVATION OF ENERGY
Energy conservation means the efforts made by the company to
reduce the consumption of energy and reduces its dependency on
power generated from fossil fuels. Energy requirement of any
growing company keeps on increasing year on year and considering
the same your company has decided to increase the capacity of its
existing bio mass based power plant. As informed during the earlier

years, your Company has power plant capacity of generating 4.25


Mw. And, also has 2 Mw solar power plant under Jawaharlal Nehru
Solar Mission with the objective of renewable power generation and
supply of green and clean electricity. This solar power plant is based
on SPV (Solar Photovoltaic) connected to grid. These steps signify
companys initiatives to replace non renewable energy source with a
renewable energy source.

Below is the cost of power and steam generation for the year ended on December 31, 2013 and that for the year ended on December 31, 2012.
Sr. No

Power and Fuel Consumption


Electricity
Purchased
Units (kwh)
Total Amount (Rs.)
Rate / Unit (Rs.)

Own generation[D G Set]


Through diesel generator

Units generated (kwh)


Total Cost of Diesel (Rs.)
Cost/Unit (Rs.)

2013

2012

18,415,839
115,149,309
6.25

27,418,142
184,800,246
6.74

15,312
654,678
42.76

27,016
1,022,043
37.83

92,884
4,554,922
49.04

426,192
21,513,327
50.48

Furnace Oil
Quantity (Kgs)
Total Amount (Rs.)
Rate / Unit (Rs.)

B
1

Co-generation (Power Plant)


Power
Unit generated (kwh)
Total Amount (Rs.)
Rate / Unit (Rs.)

18,663,800
112,775,707
6.04

7,432,700
33,403,533
4.49

Steam
Unit generated (kgs)
Total Amount (Rs.)
Rate / Unit (Rs.)

81,103,950
114,613,001
1.41

120,060,110
119,603,920
1.00

II. RESEARCH AND DEVELOPMENT


Products and its related Marketing Authorization is the biggest asset of the Generic Pharmaceutical Company. Keeping this in mind, Claris has always
focused on niche injectable products and strives to build a robust product pipeline of generic specialty injectable products for worldwide markets
with special interest in the regulated markets. The company's commitment to research is manifested through its strong R&D team capable of
developing complex and difficult to manufacture products. The Company has a team of more than 70 for R&D working at different levels with the
common goal of strengthening the Product Pipeline of the Company.
Following new types of delivery systems introduced in this year
Injections in glass vials
Injection in Infusion Bags

14

Claris Lifesciences Limited - Annual Report 2013

Annexure-I to the Directors Report


Regulatory Filing & Approvals in 2013
5 ANDAs approval received from US & 23 MA Approvals from EU
3 ANDAs & 7 PAS (Prior Approval Submissions) filed in US
39 applications filed in EU & 23 applications in Other Regulated Markets
125 Applications filed in ROW market
a. Main Area of Focus
Claris is continuing the R&D spend keeping in mind following:
1. New Products targeting the Regulated Markets especially USA & Europe and to meet the product shortages in highly regulated market.
2. Increase in the product basket for sales across Emerging Markets.
b. Benefits Derived
1. A Larger product basket across multiple therapeutic segments benefits the company to increase its market share.
2. New technologies and products allow the company to market its products across a wider segment and target a larger revenue and market share
across countries.
3. Better formulations could result in reduction of costs of therapy.
4. To open us new specialized area of products for commercialization
5. This will pave way for the commercialization and improved utilization of the SVP capacity which we are planning to put by middle of 2014.
c. Future Plan of Action
1. Expanding product baskets across various therapies for International markets.
2. Targeting 70 ANDA pipeline for the US over the next 3-4 years.
3. Aggressive registration strategy in all International markets for future sales.
4. Planning to develop some new products in Aseptic & Lyophilization technology.
5. Products to be developed across therapeutic segments like Anesthesia & Analgesia, Antidotes, and Detoxifying Agents.
6. Inhouse API development for Claris captive consumption & submission of these finished formulations in USA & Europe for better cost
efficiency and redundancy.
d. Expenditure on R&D
The total expenditures for research and development (R&D) activities relating to continuing operations were Rs. 335.24 Lacs and Rs. 230.47 Lacs
for the financial year ended December 31, 2013 and December 31, 2012 respectively.
III. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION:
Efforts, in brief, made towards technology absorption, adaptation and innovation. The Company has embraced state-of-art technology for its
manufacturing facility. The technology has been developed in co-operation with world-renowned technology leaders across the globe. With this
level of automation and technology, the company is equipped to compete with the global competitors in terms of product quality and cost.
Technology absorption is not involved as the process for manufacture of bulk drug/formulation is being developed inhouse by the company.
Cost optimization initiative with respect to less expensive actives, excipients, packaging materials change over in commercialized products. These
will result in annualized savings worth millions of rupees when approved and implemented.
Foreign Exchange Earnings and outgo
The export earnings during the year amounted to Rs. 35,644.23 Lacs (previous year Rs. 34,002.90 Lacs) Expenditure (gross) in foreign currency
during the year amounted to Rs. 3,634.29 Lacs (previous year Rs. 2,557.77 Lacs). Expenditure is on accrual basis.

For and on Behalf of Board

Arjun Handa
Managing Director & CEO

Chandrasingh S. Purohit
Whole Time Director

Place : Ahmedabad
Date : February 28, 2014
Claris Lifesciences Limited - Annual Report 2013

15

Report on Corporate Governance


COMPANYS PHILOSOPHY
Claris Lifesciences Limited philosophy envisages the attainment of the highest standards of Corporate Governance by timely disclosures, transparent
accounting policies, responsibility and fairness. Its endeavour is to maximize the long term value of the Shareholders of the Company.
BOARD OF DIRECTORS
The Board of Directors comprises of 7 Directors as on December 31, 2013. Out of this, three are Independent Directors (including Chairman), three
Executive Directors and one Non-Executive Director.
Composition, Category & Designation of Directors
Name of Director

Category

Designation

Mr. Surrinder Lal Kapur

Independent Non Executive Director

Chairman

Mr. Arjun Handa

Promoter and Executive Director

Managing Director & CEO

Mr. Aditya S. Handa

Non Executive Director

Director

Mr. T. V. Ananthanarayanan

Independent Non Executive Director

Director

Mr. Chetan S. Majmudar

Executive Director

Whole Time Director

Mr. Chandrasingh S. Purohit

Executive Director

Whole Time Director

Mr. Anup P. Shah

Independent Non Executive Director

Director

Notes :
1. Mr. Anup P. Shah was appointed as an Additional Independent Non-Executive Director on February 23, 2013 and was regularized as a Director on
April 12, 2013 at Annual General Meeting of the Company.
BOARD MEETINGS
Attendance of each Director at the Board Meetings, last Annual General Meeting and number of other directorship and Chairmanship/
Membership of Committees in various Companies.
Attendance Particulars

Number of other Directorships and Committee Memberships/


Chairmanships*
Committee
Chairmanships
Memberships

Committee
Chairmanships

Name of Director

Board Meetings

Last AGM

Other Directorships

Mr. Arjun Handa

Yes

7**

Mr. Aditya S. Handa

Yes

6**

Mr. Chetan S. Majmudar

Yes

Mr. Chandrasingh S. Purohit

Yes

1**

Mr. T. V. Ananthanarayanan

Yes

Mr. Surrinder Lal Kapur

Yes

Mr. Anup P. Shah

Yes

5**

* Includes only Chairmanship / Membership of the Audit Committee and the Shareholders Grievance Committee.
** Excludes Directorship in Foreign Companies and Non Profit Organisation.
Number of Board Meetings held and the dates on which held
Four meetings of the Board of Directors were held during the year ended 31st December, 2013 on February 23, 2013, May 10, 2013, August 10, 2013
and November 13, 2013.
BRIEF RESUME OF THE DIRECTORS SEEKING APPOINTMENT/ RE-APPOINTMENT
Mr. Aditya S. Handa, a Non - Executive Director
Mr. Aditya S. Handa is a Non Executive Director of the Company. He holds a Master of Business Administration degree from Babson college
USA and holds a Bachelor of Commerce degree from the Gujarat University, Ahmedabad. He was appointed as a Director of the Company on
June 13, 2006 and has served as CFO of the Company from January 1, 2008 to March 31, 2009, which was his first employment. As on
December 31, 2013, he is holding nil shares of the Company.

16

Claris Lifesciences Limited - Annual Report 2013

Report on Corporate Governance


CODE OF CONDUCT
The Board of Directors of the Company has laid down a code of conduct for all the Board Members and Senior Management Group of the Company.
The code of conduct is available on the website of the Company www.clarislifesciences.com. All the Board Members and Senior Management Group
have affirmed compliance with the Code of Conduct. A declaration signed by the Managing Director & CEO to this effect is enclosed as a part of this
Annual Report.
AUDIT COMMITTEE
The Board of Directors have constituted an Audit Committee to assist the Board in discharging its responsibilities effectively. The constitution, power,
role etc of the Audit Committee meets with the requirements of Section 292A of the Companies Act, 1956 and Clause 49 (II) (A)/(B)/(C)/(D) and (E) of
the Listing Agreement with Stock Exchange.
Composition and Terms of Reference
Prior to February 23, 2013, the Audit Committee comprised of three Members, namely, Mr. Arjun Handa, Mr. T. V. Ananthanarayanan and Mr. Surrinder
Lal Kapur. Except for Mr. Arjun Handa, all other members of the Audit Committee were Independent.
The Audit Committee was re-constituted on February 23, 2013 comprising of four Members, namely, Mr. Anup P. Shah, Mr. Surrinder Lal Kapur, Mr. T. V.
Ananthanarayanan and Mr. Chandrasingh S. Purohit. Mr. Anup P. Shah was appointed as Chairman of the Audit Committee by the Board on February
23, 2013. Except for Mr. Chandrasingh S. Purohit, all other members of the Audit Committee are Independent.
The Committee deals with accounting matters, financial reporting and internal controls. Terms of reference of Audit Committee specified by the
Board are as contained in section 292A of the Companies Act, 1956 and Clause 49 of the Listing Agreement with Stock Exchanges.
Meetings and attendance during the year
The Committee met four times during the year ended December 31, 2013 on February 23, 2013, May 10, 2013, August 10, 2013 and November 13,
2013. All the members of the Audit Committee were present in all the meetings.
REMUNERATION/ COMPENSATION COMMITTEE
Composition and other details
Prior to February 23, 2013, the Remuneration/ Compensation Committee comprised of two Members, namely, Mr. Surrinder Lal Kapur and Mr. T V
Ananthanarayanan. All the member of the Committee are Independent.
The Board has re-constituted Remuneration/ Compensation Committee comprising of three Members namely, Mr. Anup P. Shah, Mr. Surrinder Lal
Kapur and Mr. T. V. Ananthanarayanan. Mr. T. V. Ananthanarayanan was appointed as Chairman of the Committee by the Board on February 23, 2013.
All the members of the Committee are Independent.
Terms of reference
The Committee evaluates and determines the Companys remuneration policy, having regard to performance standards and existing industry practice
and benefits for Executive Director(s)/ Senior Management Personnel and look after the issues relating to major HR policies.
Attendance during the year
No meeting was held during the year.
Remuneration Policy
The Remuneration Committee determines the Companys remuneration policy, having regard to performance standards and existing industry
practice. Under the existing policies of the Company, the Remuneration Committee, inter alia, determines the remuneration payable to the Directors.
Apart from discharging the above-mentioned basic functions, the Remuneration Committee also discharges the following functions:
Framing policies and compensation including salaries and salary adjustments, incentives, bonuses, promotion, benefits, stock options and
performance targets of the top executives; and
Formulating strategies for attracting and retaining employees and employee & development programmes.

Claris Lifesciences Limited - Annual Report 2013

17

Report on Corporate Governance


Details of Remuneration paid to Directors during the year
a) Executive Directors
The remuneration paid to Directors during the financial year ended December, 31, 2013 are as follows:
Executive Directors

Salary (Rs.)

Other Allowances (Rs.)

Mr. Arjun Handa

Perks (Rs.)

15,000,000

50,000

Mr. Chetan S. Majmudar

4,679,360

50,000

30,000

Mr. Chandrasingh S. Purohit

4,679,360

50,000

30,000

24,358,720

150,000

60,000

TOTAL
b) Non-Executive Directors

The sitting fees paid to Non-Executive Directors for attending meetings during the financial year ended December, 31, 2013 are as follows:
Non-Executive Directors

Amount in Rs.

Mr. Surrinder Lal Kapur

2,40,000

Mr. T. V. Ananthanarayanan

2,40,000

Mr. Anup P. Shah

2,40,000

TOTAL

7,20,000

SHAREHOLDERS/ INVESTORS GRIEVANCE COMMITTEE:


As a measure of good Corporate Governance and focusing on strengthening the relation with the stakeholders, the Board has formed Shareholders/
Investors' Grievance Committee.
Constitution and Composition
Prior to February 23, 2013, the Shareholders/ Investors Grievance Committee comprised of three Members, namely, Mr. Arjun Handa, Mr. T. V.
Ananthanarayanan and Mr. Chandrasingh S. Purohit.
The Board has re-constituted Shareholders/ Investors Grievance Committee comprising of five Members, namely, Mr. Anup P. Shah, Mr. Surrinder Lal
Kapur, Mr. T. V. Ananthanarayanan, Mr. Arjun Handa and Mr. Chandrasingh S. Purohit. Mr. Surrinder Lal Kapur was appointed as Chairman of the
Committee by the Board on February 23, 2013. All the members were present in all the meetings.
Compliance Officer
Mr. Kirit Kanjaria, VP Company Secretary & Compliance Officer.
Terms of Reference
The Committee was constituted to look into the Investors' complaints and to redress the same expediently. The Committee meets as and when there
are any complaints from investors. The Company Secretary of the Company is the Compliance Officer. There were nil complaint pending to be resolved
as on December 31, 2013.

Details of Complaints for the year 2013:

18

S.No

Nature of Complaints

Received

Disposed

Pending

1
2

Non- receipt of dividend warrant

Nil

Non- receipt of annual report

Nil

TOTAL

Nil

Claris Lifesciences Limited - Annual Report 2013

Report on Corporate Governance


GENERAL BODY MEETINGS
Location and time for the Annual General Meetings held in the last three financial years:
Year
2012

Date / Time

Venue

12/04/2013

Ahmedabad Management Association,

12:00 Noon

Special Resolution

J. B. Auditorium,
ATIRA campus,

-----

Dr.Vikram Sarabhai Marg,


Ahmedabad 380015
2011

30/04/2012

Ahmedabad Management Association,

12:00 Noon

H.T.parekh convention centre,

-----

ATIRA campus, Dr.Vikram Sarabhai Marg,


Ahmedabad - 380015
2010

12/05/2011

Ahmedabad Management Association,

4.00 P.M.

H. T. Parekh convention centre,


ATIRA campus,

-----

Dr.Vikram Sarabhai Marg,


Ahmedabad - 380015

Special Resolution passed last year through Postal Ballot


No Special Resolution was passed last year through Postal Ballot.
DISCLOSURES
Disclosures on materially significant related party transactions that may have potential conflict with the interest of the Company at large.
We have disclosed the material significant related party transactions in the Notes forming part of the financial statements.
Details of non-compliance by the company, penalties, strictures imposed on the company by Stock Exchange or SEBI or any statutory authority,
on any matter related to capital markets, during the last three years.
Nil.
Whistle Blower policy and affirmation that no personnel has been denied access to the audit committee.
The Company affirms that no personnel has been denied access to the audit committee.
Details of compliance with mandatory requirements and adoption of the non- mandatory requirements of this clause.
All the mandatory requirements has been complied by the Company. The Company is in process to adopt certain Non-Manadatory requirments
including Whistle Blower Policy.
MEANS OF COMMUNICATION
Results
The quarterly, half-yearly and yearly un-audited/ audited financial results of the Company were published as per Clause 41 of the Listing Agreement.
The results are also uploaded on Companys website : www.clarislifesciences.com

Claris Lifesciences Limited - Annual Report 2013

19

Report on Corporate Governance


General Information for Shareholders
Date, Time and Venue of Annual General Meeting

Tuesday, June 17, 2014 at 11.00 AM at Ahmedabad Management


Association, J.B. Auditorium, ATIRA campus, Dr.Vikram Sarabhai Marg,
Ahmedabad -380015

Financial Year of the Company

December 31, 2013.

20th Annual General Meeting

May- June 2015

Results for the quarter ended March 31, 2014

Second week of May 2014

Results for the quarter ended June 30, 2014

Second week of August 2014

Results for the quarter ended September 30, 2014

Second week of November 2014

Results for the last quarter ended December 31, 2014

Second week of February 2015

Financial Year 2014 (tentative)

Book Closure dates


From June 13, 2014 to June 17, 2014 (both days inclusive) for the purpose of the Annual General Meeting.
Dividend Payment Date : No dividend is declared.
Listing on Stock Exchanges
The Company's Shares are listed on BSE Limited. The listing fee for the year 2013-14 has been paid to the above stock exchange. The Listing fee for the
year 2014-15 will be paid on or before the due date.
Stock Code
a) Scrip code Bombay Stock Exchange
Scrip ID Bombay Stock Exchange

:
:

533288
CLARIS

b) Demat ISIN Numbers in NSDL & CDSL for Equity Shares

INE562G01018

Monthly high / low stock quotations at BSE

(Figure in Rs.)
BSE

20

Month

High

Low

January 2013

228.40

198.00

February 2013

226.90

176.00

March 2013

229.50

181.60

April 2013

232.00

176.60

May 2013

186.70

150.00

June 2013

211.40

142.05

July 2013

207.70

165.35

August 2013

190.00

162.15

September 2013

202.15

162.05

October 2013

198.00

170.00

November 2013

192.00

169.00

December 2013

229.00

164.10

Claris Lifesciences Limited - Annual Report 2013

Report on Corporate Governance


Share price performance in comparison to broad based indices - BSE Sensex
Share Price v/s. BSE
Share Price (Rs.)

BSE Sensex

As on 01/01/2013

211.10

19,580.81

As on 31/12/2013

192.95

21,170.68

-8.60

8.12

% Change

Total Equity Share Capital of the Company as on December 31, 2013 was 63,817,765 equity shares of Rs. 10/- each.
Registrar and Share Transfer Agents
LINK INTIME INDIA PRIVATE LIMITED
(Unit : Claris Lifesciences Limited)
C-13, Pannalal Silk Mills Compound
LBS Road, Bhandup (West)
Mumbai 400 078
Contact Person : Prabhsharan Nottay
Tel No. : 25946970 Ext : 2303
e-mail : prabhsharan.nottay@linkintime.co.in
Website: www.linkintime.co.in
SEBI Registration No: INR00000 4058
Share transfer system
The Company has a Registrar and Share Transfer Agent. Share transfers, if documents are found to be in order, are registered and Certificates are
returned in the normal course within two weeks from the date of receipt of the documents. Request for dematerialisation of shares are processed and
confirmation given to the respective depositories i.e, National Securities Depositories Limited (NSDL) and Central Depository Services (India) Limited
(CDSL) within seven days.
Distribution of shareholding as on December 31, 2013
No. of Equity Shares

No.of Shareholders

% of total shareholders

No. of Shares

% to total Capital

13,271

92.51

12,53,917

1.96

Less than 500


501 1000

625

4.36

4,39,538

0.69

1001 2000

197

1.37

2,97,717

0.47

2001 3000

52

0.36

1,34,768

0.21

3001 4000

30

0.21

1,07,430

0.17

4001 5000

29

0.20

1,33,737

0.21

5001 10000

55

0.38

4,22,014

0.66

10000 and above

87

0.61

6,10,28,644

95.63

14346

100.00

6,38,17,765

100.00

Total

Shareholding Pattern as on December 31, 2013


Category
Company Promoter / Promoter Group
Mutual Funds / UTI

No. of shares held

% Shareholding

3,84,25,211

60.21

1,77,371

0.28

Financial Institutions / Banks

757

0.00

Foreign Institutional Investors

94,82,790

14.86

2,30,133

0.36

Non-Resident Indians
Non Resident Non- Repatriable

2,09,366

0.33

Foreign Venture Capital Investors

71,11,095

11.14

Qualified Foreign Investors - Corporate

17,94,800

2.81

Bodies Corporate

28,56,397

4.48

General Public

29,84,705

4.68

Clearing Members
TOTAL

Claris Lifesciences Limited - Annual Report 2013

5,45,140

0.85

6,38,17,765

100.00

21

Report on Corporate Governance


Dematerialisation of shares
The equity shares of the Company are in dematerialised form as on December 31, 2013 except 3 equity shares. Trading in Equity Shares of the Company
is permitted only in dematerialised form.
Outstanding GDRs/ADRs/Warrants or any convertible instruments, conversion date and likely impact on equity:
Nil.
Plant Locations
Village : Chacharwadi, Vasna
Taluka : Sanand
Ahmedabad - 382213
Address for Correspondence
For Shares held in physical & Demat form
LINK INTIME INDIA PRIVATE LIMITED
(Unit : Claris Lifesciences Limited)
C-13, Pannalal Silk Mills Compound
LBS Road, Bhandup (West)
Mumbai 400 078
Website: www.linkintime.co.in
e-mail : rnt.helpdesk@linkintime.co.in
SEBI Registration No: INR00000 4058
Any Query on Annual Report
Claris Lifesciences Limited
Secretarial Department
Claris Corporate Headquarters
Nr. Parimal Railway Crossing, Ellisbridge,
Ahmedabad 380006, India
Tel: +91-79-26563331,
Fax:- +91-79-26408053/26565879
Website: www.clarislifesciences.com
CIN: L85110GJ1994PLC022543
For any other queries : Email : investorservices.corp@clarislifesciences.com

22

Claris Lifesciences Limited - Annual Report 2013

Report on Corporate Governance


COMPLIANCE CERTIFICATE ON CORPORATE GOVERNANCE
To the Members of Claris Lifesciences Limited, Ahmedabad.
We have examined the compliance of the conditions of Corporate Governance by Claris Lifesciences Limited for the year ended 31st December, 2013,
as stipulated in clause 49 of the Listing Agreement of the said Company with stock exchanges.
The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to procedures and
implementation thereof, adopted by the Company for ensuring compliance with the conditions of Corporate Governance. It is neither an audit nor an
expression of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us and representation made by the management, we
certify that the Company has complied with the conditions of the Corporate Governance as stipulated in the above mentioned Listing Agreement.
We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which
the management has conducted the affairs of the Company.

Ashish C. Doshi
Practicing Company Secretary
C.O.P No. : 2356

Place : Ahmedabad
Date : 28th February, 2014

Declaration on Compliance with


Code of Conduct
As provided under clause 49 of the Listing Agreement with the Stock Exchange, the Board Members and the Senior Management Group have
confirmed compliance with the Code of Conduct for the year ended December 31, 2013.

For Claris Lifesciences Limited


Place : Ahmedabad
Date : February 28, 2014

Claris Lifesciences Limited - Annual Report 2013

Arjun Handa
Managing Director & CEO

23

Management Discussion & Analysis


The financial statements have been prepared in compliance with the requirements of the Companies Act, 1956 and Generally Accepted Accounting
Principles (GAAP) in India. This discussion may contain forward-looking statements that involve risks and uncertainties. Except for the historical
information contained herein, statements in this presentation and the subsequent discussions, which include words or phrases such as will, aim,
will likely result, would, believe, may, expect, will continue, anticipate, estimate, intend, plan, contemplate, seek to, future,
objective, goal, likely, project, should, potential, will pursue and similar expressions or variations of such expressions may constitute
"forward-looking statements". These forward-looking statements involve a number of risks, uncertainties and other factors that could cause actual
results, performance or achievements, to differ materially from those projected by the forward-looking statements. These risks and uncertainties
include, but are not limited to our ability to successfully implement our strategy, our growth and expansion plans, obtain regulatory approvals, our
provisioning policies, technological changes, investment and business income, cash flow projections, our exposure to market risks as well as other
risks.
The Company cannot guarantee that the mentioned assumptions and expectations are accurate or will be realized; and also does not undertake any
obligation to update forward-looking statements to reflect events or circumstances after the date thereof.
GLOBAL PHARMACEUTICAL INDUSTRY
Pharmaceutical industry overview
The global pharmaceutical market has witnessed a 6% CAGR from 2006 to 2012 to reach a US$ 956 Billion market size in 2012. According to IMS
Health, the global pharmaceutical spend is estimated to touch US$ 1.2 trillion by CY2016, growing at 4.5% annually. Growth will be primarily driven
by higher generic spending (accounting for 3/4th of the total increase) and increasing medical expenditure.
Global pharmaceutical and global generic sales by 2015

337

378

700

301

687

269

673

240

657

231

640

203

625

596

178

567

157

538

138

510

Branded Generic

121

484

Generic

2005

2006

2007

2008

2009

2010

2011

2012

2013

2014

2015

(Source: IMS Health, Barclays Research 2013)


Regulated Markets
USA
The US pharmaceutical market is value at US$ 322 Billion in 2011, is expected to grow at a CAGR of 1-4% over 2012-16, likely to reach a market value
of 350-380 Billion by 2016 (Source: IMS).The year 2012 witnessed around US$ 35 Billion worth of drugs to go off patent (Source: India
Pharmaceuticals- HSBC, 2012). The US generics market, worth US$ 100 Billion, is also estimated to register a CAGR of 8-9% in the medium term on
account of patent expiries (Source: Fitch, 2013).
EUROPE
Europe is one of the largest global pharmaceutical market (around 17%) after the US. In Europe, pharmaceutical market is likely to witness growth in
the range of 1% to 2% by 2016. Sluggish growth is expected due to healthcare cost containment measures adopted in order to curtail the debt crisis.
The 5 key EU nations are likely to touch a market size of US$ 125-175 Billion by 2016.
Country-wise pharmaceutical scenario
Country

Market size in 2016 (USD Bn)

2012-2016 CAGR%

UK

18-28

0-3

GERMANY

39-49

0-3

FRANCE

32-42

(2)-1

SPAIN

13-23

(4)-(1)

ITALY

23-33

0-3

EMERGING MARKETS
The emerging markets are likely to double their pharmaceutical spending from US$ 151 Billion 2011 to around US$ 285-313 Billion by 2015 (Source:
CLSA, 2013).Growth will be led by gradual economic growth and government efforts to expand healthcare access. IMS expects the emerging markets
to grow by 13%-plus CAGR from 2011 to 2016, reaching US$ 357 Billion by 2016.
24

Claris Lifesciences Limited - Annual Report 2013

Management Discussion & Analysis


GENERIC MARKET
The global generic spending is projected to increase to USD 400-430 Billion by 2016 from USD 242 Billion in 2011, primarily driven by emerging
markets. In 2012, over 490 ANDA received approvals globally (Source: USFDA)
Growing generic spending in the developed markets over the next five years will be fuelled by generic competition due to patent expiries, with some
additional increased due to expanded generic use for off-patent molecules. In emerging markets generic companies will increase most of the
spending.
Generics Spending to Drive the Growth

27

1190

173
34
956

2011
Global Spend

Branded

Generic

Other

2016 (E)
Global Spend

The patent cliff has historically been an oral drug phenomenon but now with more than USD 100 Bn of patent expiries expected by 2016 including
more than 172 small Injectable molecules with a cumulative markets size estimated at USD 20 Bn facing patent expiry by 2020 the generic Injectable
industry is posed well to take advantage of the patent cliff.

Mkt Size (USD Bn)

No. of Product

35
30
25
20
15
10
5
0

2012

2013

2014

2015

2016

GDUFA TO EASE THE US ANDA BACKLOG


Generic Drug User Fee Act (GDUFA) implemented in 2012 allows the FDA to collect user fee to establish systems and hire personnel to enhance
efficiency in terms of review, inspection and related areas. With an Abbreviated New Drug Application (ANDA) backlog of more than 2500 drugs, the
implementation of GDUFA will accelerate the process. Industry estimates 90% of the backlog to be address by 2017 and post 2017 the FDA targets to
review a ANDA application within 10 months of application from the existing time frame of 24 to 36 months.

Claris Lifesciences Limited - Annual Report 2013

25

Management Discussion & Analysis


US Drug Shortage An opportunity for Injectable Generics
Drug shortages in the US present a niche opportunity for generic companies, particularly in the injectables space. Approximately 80% of drug
shortages in the US pertain to generic injectables drugs (roughly half of the injectables market) and approximately 60% of the shortage falls in the
therapy areas of oncology, cardiovascular (CVS), central nervous system (CNS), anti-infectives and pain management out of these 50% shortages
were introduced before 2000.
While there has been some respite recently, drug shortage instances have shot up over the past few years, following the Heparin incident in 2008. Post
the implementation of an executive order from the Obama administration and the FDASIA Act, there has been an overall improvement in the drug
shortage scenario in the US (117 drug shortages in in 2012 versus 251 in 2011). However, any resolution presents an opportunity for companies in the
sterile injectables space.
Drug Shortages Dominated by Injectables
Injectable

30

31

Cy05

Other

68

33

132

183

84

Cy10

Cy11

Cy12

85

50

33

46

72

23

40

Cy06

Cy07

72

38

Cy08

Cy09

Top 5 therapy areas account for 60% of shortage in 2011

Vitamins, 9%
Others, 28%
pain, 9%

CNS, 11%

Oncology, 16%

CVS, 12%

Anti-Infective, 15%

26

Claris Lifesciences Limited - Annual Report 2013

Management Discussion & Analysis


Limited Supplier fuel drug shortages in the US

Number of Products

60

56

50
40
30
23

23
19

20

15
10

10

6
3

10

12

17

0
0

Number of Suppliers
Increased Warning Letters by FDA further reduces the number of Suppliers

6000

Warning Letters by USFDA

5000
4000
3000
New FDA Commissioner
2000
1000
0

Cy04

Cy05

Cy06

Cy07

Cy08

Cy09

Cy10

Cy11

Cy12

Injectable takes the Lead in US Drug shortage List


Injectable due to its complex manufacturing process and stringent quality norms has limited suppliers with the top three players commanding nearly
two thirds of the market share; most Injectable drugs have limited number of competitors with 83% of the drugs having less than five players. Add to
this a differentiated distribution network through GPOs leads to an opportunity for the existing Injectable players who have USFDA approved
facilities.
Injectable A High Margin Business
Complexity of manufacturing has led to limited competition across a large range of products with approximately 83% of injectable drugs sold in the
US have less than five generic competition, fewer competitors and stringent regulator action have resulted in severe drug shortages in the US. These
shortages are dominated by sterile injectables, presenting niche opportunities. Indian companies have seen strong success in the US generics market,
as large value and volume drugs go off patent. However, these opportunities were restricted in the oral solid (capsules and tablets) dosage forms. With
patent expiries expected to dry up by 2016, companies need to look beyond the traditional oral solid route. Injectables emerge as a key segment, with
limited competition and substantial opportunity.
Indian Economy
Indias GDP is estimated to have grown by 5% in FY 2012-13. The Reserve Bank of India infused INR 18,000 crore to its economy by reducing the cash
reserve ratio (CRR) to 4% in its third monetary policy during 2012-13. Moreover, the Reserve Bank of India twice lowered the repo rate by 25 basis
points in 2012-13 to help revive growth. Increasing FDI limits across major sectors have significantly improved India's capital flows. The government is
also taking various initiatives to keep the fiscal reforms as expected to strengthen Indian's growth story.
Claris Lifesciences Limited - Annual Report 2013

27

Management Discussion & Analysis


Indian Pharmaceutical Market
The Indian Pharma Industry grew a healthy 16% in FY13 to reach $ 38 Billion against a size of $ 33 Billion in FY12. This growth was largely exportdriven, supported by the domestic industry which grew by 12% this scal. The growth in the domestic market has been led by the chronic segments
which grew by 14% YoY and today account for 30% of the total market.
Domestic

Exports
15
11

17
14

13

Fy12

Fy13

Fy15(E)

Source: AIOCD MAT March 2013; Directorate General of Foreign Trade; Pharmaexcil India; CII- Yes Bank, India Life Sciences: Vision 2015
The growth of the domestic pharma market has decelerated over the last few quarters owing to a number of systemic bottlenecks. The current policy
paralysis with regards to the new drug pricing mechanism, delays in approval of clinical trials, aggressive patent activism and the evolving marketing
guidelines have led to a wait and watch approach being implemented by most pharma players. In addition macro-economic pressures of high ination
and lower disposable income in the hands of payers has led to the current economic slowdown extending to the pharma space as well.
Quarterly Growth run rate of Domestic Indian Pharmaceutical Market
17%

18%
17%

17%
16%

14%

14%

14%

14%

14%

14%
12%

11%
9%
8%

Q1FY11

Q1FY11

Q1FY11

Q1FY11

Q1FY11

Q1FY11

Q1FY11

Q1FY11

Q1FY11

Q1FY11

Q1FY11

Q1FY11

Q1FY11

Q1FY11

Q1FY11

The growth in the domestic market is therefore expected to remain muted till the current bottlenecks are eased. There are some signs of recovery at
the policy level with clarity emerging from the National Pharmaceutical Pricing Authority on the latest Essential Medicine List and fresh regulations
being put in place to better manage clinical trials. However, it is still a long way to go before the policy measures bear fruit and the domestic growth
can sustainably resume. The 2013 sectorial update by Fitch reiterates a stable outlook for the domestic Pharma market as the inherent growth drivers
are still in place, despite the delta emerging from the current regulatory ambiguity.
2014 M&A OUTLOOK
A recent survey by KPMG indicated 41% of the respondents felt that Mergers and Acquisitions would be most active in Healthcare, Pharamaceuticals
and Life Sciences, this was second only to the TMT sector where 44% respondents felt would be the most active sector in M&A. Futher, more than 83%
respondents felt that the US would be the most popular deal destination as large pharma companies seek out companies to enhance product basket &
delivery systems, enter new revenue growth areas, expand customer base or seek cost efficiencies in regions where there is a distinct cost advantage
as compared to US.
Larger corporations and PE funds are sitting on investable capital and feel positive about the current deal environment. Interest rates in the US are low
and the economy is improving. Despite these positive factors the M&A has not been as active as expected in 2013. However deals are expected to pick
up as companies seek to grow inorganically in 2014.

28

Claris Lifesciences Limited - Annual Report 2013

Management Discussion & Analysis


Joint Venture with Claris Otsuka Limited
On December 7, 2012, Company entered in to certain agreements with Otsuka Pharmaceutical Factory, Inc., Japan (Otsuka) and Mitsui & Co. Ltd.,
Japan (Mitsui) for transfer of its Infusion Business to Claris Otsuka Limited on slump sale basis. The said infusion business includes identified
products of Common Solutions, Anti Infective, Plasma Volume Expanders and Parenteral Nutrition in India and in Emerging markets.
The transaction was completed on July 31, 2013 ,and company received Rs 1050 Cr towards the transfer of business , after completion of all the
formalities and approvals.
Rewards to Shareholders
After entering into Joint Venture with Otsuka & Mitsui , company rewarded its shareholders by offering buy-back and declaration of Interim Dividend.
Company vide its board meeting held on January 7, 2014 approved an interim dividend of Rs 9 per equity share. In the same meeting the Board ,
subject to the approval of shareholders by way of a Special Resolution through postal ballot and other regulatory compliances required under
applicable laws, recommended a proposal to buy back, on a proportionate basis, from the shareholders/beneficial owners of the equity shares of the
Company as on the record date, up to 92,50,000 equity shares of the face value of Rs. 10 each (representing 14.49 % of the total equity share capital of
the Company) at the price of Rs. 250 per equity share aggregating to Rs. 231.25 Crs through Tender Offer route as prescribed under the Securities
and Exchange Board of India (Buy-Back of Securities) Regulations, 1998.
Financial Performance
The financial statements have been prepared in compliance with the requirements of the Companies Act, 1956 and Generally Accepted Accounting
Principles (GAAP) in India. The revised Schedule VI of the Companies Act, 1956 has been adopted while preparing these statements, in accordance
with the notification from the Ministry of Corporate Affairs.
During the period from Jan 1, 2013 to July 31, 2013 , company operated in both Infusion & Specialty business , and subsequent to Joint Venture , it
operated in specialty business only , thus current year financials are not comparable to the previous year.
The following table details out the statement of profit and loss for the year ended December 31, 2013 and December 31, 2012.
(Rupees in Lacs)

Revenue
Revenue from operations
(a) Gross Sales
Less : Excise Duty
Net Sales
(b) Operating income
Revenue from operations (net)
Other Income
Total Revenue
Expenses
Cost of materials consumed
Purchase of Stock in trade
Changes in inventories of finished goods and work in-progress
Employees benefits expense
Finance cost
Depreciation and amortization expense
Other expenses
Total expenses
Profit before exceptional items and tax
Exceptional Items :
Profit on disposal of infusion business under slump sale
Profit Before Tax
Total Tax Expense
Profit After Tax and before share of Profit/(loss) of Associate
Share in Loss of Associate
Profit for the year

Claris Lifesciences Limited - Annual Report 2013

for the Year ended on


31-12-2013

for the Year ended on


31-12-2012

66,791
954
65,837
939
66,776
4,059
70,835

77,623
1,351
76,272
464
76,736
1,029
77,765

15,091
9,096
519
5,098
5,219
6,535
20,035
61,593
9,242

21,780
4,686
(1,418)
5,236
6,505
7,427
19,972
64,188
13,577

1,506
10,748
2,208
8,540
(100)
8,440

13,577
3,187
10,390
10,390

29

Management Discussion & Analysis


Revenue Break Up
Companys total Income for the year ended December 31, 2013 comprises of three elements:
Revenue from Operations
Operating Income
Other Income
The table below illustrates the contribution of each of these components to the companys total income for FY 2013 and FY 2012:
(Rupees in Lacs)

Revenue from Operations


Operating Income
Other Income
Total Revenues (100%)

FY 2013

FY 2012

92.9%
1.3%
5.7%
70,835

98.1%
0.6%
1.3%
77,766

On consolidated basis, the net sales of the company for the year ended December 31, 2013 stood at Rs. 65,837 Lacs as against Rs. 76,272 Lacs in the
previous year. Company would like to state that two numbers are not comparable due to Joint Venture in 2013.
Operating Income
The operating income has increased by 102.14 %, from Rs. 464 Lacs in the previous year to Rs. 939 Lacs. The primary reason for the increase in the
operating income is attributed to additional income of Rs. 448 lacs generated by rendering services to the Joint Venture Company for the period from
August, 2013 to December, 2013.
Other Income
The other income has increased by Rs.3,029 lacs, which is approximately 300% times of the income booked in the previous year. The Other Income
stood at Rs 4,059 Lacs in the current year as compared to Rs 1,029 Lacs in the previous year. Other income for current year includes an investment
income of Rs 3,175 lacs arising out of the proceeds from Joint Venture.
Finance Costs
Finance costs reduced by 19.77% from Rs. 6,505 Lacs in FY 2012 to Rs. 5,219 Lacs in FY 2013, due to repayment of loan funds during the year.
Depreciation and Amortization Expense
Depreciation and Amortization Expense reduced by 12% from Rs. 7,427 Lacs in FY 2012 to Rs. 6,535 Lacs in FY 2013, on account of transfer of fixed
assets pursuant to slump sale of infusion business.

Distribution on Revenue FY13

Distribution on Revenue FY12

14%

14%

3%

34%

9%

4%

33%

9%
7%
28%

30

Fy12

34%

33%

Employee Costs

7%

7%

28%

26%

Interest

7%

9%

Depreciation

9%

10%

Tax

3%

4%

PAT

14%

14%

Operating expenses

10%

7%

Fy13
Material Costs

7%
26%

Claris Lifesciences Limited - Annual Report 2013

Management Discussion & Analysis


Exceptional Item
Exceptional item comprise of profit of Rs 1,506 lacs from the sale of infusion business on slump sale basis
Profit for the year
Profit for the year stood at Rs 8,441 lacs after the share of loss in the Associate company which amounted to Rs 100 lacs
Financial Highlights
*Based on GAAP Consolidated Financial Statements

Debt Equity Ratio

Net Worth (Rs. in Lacs)

2013

140,429

2012

0.19

2012

114,887

2011

2013

0.47

2011

105,211

0.39

Current Ratio

2013

2012

2011

2.35

2.45

3.21

Risk and Concerns


The Company is exposed to certain risks such as Regulatory changes, credit and liquidity risks, New Product risks, competition , Government pricing
controls, litigation relating to Intellectual Property Rights and products quality, foreign exchange fluctuation, economic and political environment
etc. The Company has a Corporate Risk Management team consisting of professionally qualified chartered accountants and functional specialists who
are empowered to examine/audit the adequacy, relevance and effectiveness of the control systems, compliance with policies , plans , and statutory
requirements and to take the necessary steps for mitigating risks profile of the company.
Internal Control system and their adequacy
The company has a reasonable system of internal control comprising authority levels and powers , supervision, check and balances, policies and
procedures. It has in place adequate stytems of internal control, commensurate with its size and the nature of operations. The system is reviewed and
updates on a ongoing basis. The company has well defined internal audit system which is continuously upgraded by measures such as strengthening
of IT enabled activities and use of external management services.

Claris Lifesciences Limited - Annual Report 2013

31

Management Discussion & Analysis


Corporate Social Responsibility
As a socially responsible organisation, Claris supports many initiatives impacting society at large, in various ways of promoting and contributing to
activities of sports, education, culture, etc.
Supporting Sports for a Cause
Claris has a strong belief that sports play a very important role in the development of youth and society. Hence, your company encourages and
sponsors sporting events to reinforce the sports culture in today's youth.
For the second year in a row, Claris joined hands with The Times of India (TOI) and Ahmedabad District Football Association to organize 'TOI-Claris
Twenty20 School Soccer Tournament'. The tournament witnessed participation from boys and girls of prominent schools of Gujarat which compiled
into 48 teams. This year, girls' teams were an addition to the last year's all-boys format in the spirit of campaign Save The Girl Child. The purpose of
organising this tournament was fulfilled where extensive participation from the youth of the entire state was given an opportunity to showcase their
football skills and they were given a chance to display their love for football.
Your company supported an inaugural cylcing event, Brevet de Randonneur Mondieux (BRM) in Ahmedabad. (BRM is an international Endurance
Cycling event, held in over 30 countries, and is the oldest event in the history of Cycling). The event was organised by Cyclone, a Cycling Club in
Ahmedabad and was authorised by Audax India Randonneurs, where about 70 riders from across Gujarat participated in various categories, including
Claris members.
Extending Help to Students
Every Independence Day celebration is fulfilled with a feeling of sharing through a charity program for Claris. This year too, your company distributed
exam kit, lunch-box set, and chocolates to the students of a school of Chancharwadi village near the manufacturing facility on the occasion of
Independence Day. Various members visited the school where they delivered speech to the students on being a responsible citizen for nations growth.
The elders, villagers, and sarpanch appreciated our contribution towards the noble cause.
Motif Charity Walk
Motif organised a Charity Walk in Ahmedabad to benefit certain NGOs of the state working for social causes. This year too, your company was one of
the associate sponsors for the campaign, where some of the Claris members participated in the walk.
Supporting AJTET for Traffic Regulation
Looking at the current state of traffic in the city, Ahmedabad Jilla Traffic Education Trust (AJTET) initiated a cause to support police in controlling &
managing traffic, creating awareness among public about the traffic rules, and bringing about a culture of order & road discipline. Your company
supported the cause by contributing funds and participating in their initiatives. Claris was appreciated for supporting such a noble cause.
Water Festival at Adalaj ni Vav
Encouraging the music fraternity and attempting to reintroduce the heritage monuments in the city, Craft of Art hosted music festivals, keeping in
sync with the World Heritage Week 2013. Your company sponsored the Water Festival at heritage site Adalaj ni Vav, which witnessed renowned
musicians performing and thousands of music & art connoisseurs encouraging the moments.
Your company also supports Poiesis Achievement Foundation - a unique initiative with the vision to inspire young children towards a life of
accomplishment and help them grow into powerful and determined achievers, and Indian Renal Foundation (IRF), a voluntary health organization
dedicated to the cause of kidney failure patients in India in its mission of prevention, treatment, education, and research in the area of kidney diseases.
Your company won 1st rank in 'Healthcare' for the 4th time in a row, and achieved 15th rank in 'Top 100 Best Companies to Work for in India' in study
conducted by The Economic Times and Great Place To Work Institute, India in 2013.
The study measured the level of trust, pride, and companionship within organisations. This achievement is a testimonial of your company's robust
organisational philosophy, values, and culture practices, which were assessed and recognised in the study.
Hiring
Your company continued to use the non-traditional ways of sourcing and recruitment like posting vacancies on professional networking sites like
LinkedIn, job portals, interviewing outstation candidates online on Skype, along with the traditional ways of member referral program AutoQuest,
internal databank, and advertisements.
For assessing soft skills of candidates during hiring, your company continued to conduct various tests - aptitude tests, psychometric tests,
handwriting analysis, etc.
Capability Enhancement

32

Claris Lifesciences Limited - Annual Report 2013

Management Discussion & Analysis


As part of human capital development, your company continued to focus on managerial and leadership development programs. This year,
Competency-based people development framework was introduced. Various training programs were organized in line with training needs identified
after thorough competency mapping. For key members, several psychometric tests were conducted like extended DISC and FIRO-B to assess and map
the competency of the members, which were followed by a session with the faculty and one-to-one counseling with the experts.
Your company initiated providing product training to international locals which serves as a platform to solve their queries.
Outdoor learning programs were organised where members were made to perform various team building activities, along with a discussion with the
faculty and senior members where they were asked of their learnings.
Throughout the year, besides in-house training by internal and external faculty, key members were nominated to premium management institutes
including IIMs, ISBs and MDI for leadership skills development. Many members were encouraged to learn through webinars as well.
Cultural Initiatives
Your company arranged for dental and eye check-ups for all members and displayed informative posters on good health practices.
Under the continued initiative Thank God Its Saturday (TGIS), where members can wear casual dress - T-shirt, Jeans and sport shoes on Saturdays, a
Soccer Saturday was organised to promote the spirit of the game during our ongoing Soccer Tournament , which enhanced the flavour of the
tournament.
Your company recognised the achievements made by the family members by displaying them in newsletter and on intranet portal, which incited the
members to feel an integral part of the company as their loved ones were appreciated on a company level.
Your company also introduced an initiative 'Feel Special' for key members, where a cake is delivered on the member's marriage anniversary at their
home. This provides a feeling of belongingness with the company by the member and their spouse.
Internal Communication
Keeping the Claris members and their family abreast of the key developments in the company, your company continued sending Claris Quarterly
newsletter every quarter during the year.
Employee Engagement & Involvement
The members along with their families celebrated all major festivals of the year - Uttarayan, Holi, Janmashtami, Navratri, Dussehra, Diwali, and
Christmas with great enthusiasm. Similarly, your company also celebrated special days like - New Year, Womens Day, Mothers Day, etc.
Several sports tournaments were conducted such as Cricket, Table Tennis, Carrom, Chess, Pool, etc. For the first time, a Soccer Tournament was also
organised wherein members displayed a lot of exuberance.
The thrust of HR remained on bringing harmony among business goals, people capabilities, culture, and systems through various initiatives and
interventions. As on December 31, 2013, the total employees of the organisation were 999.
Work-Life Balance
We strive to create a work environment which not only builds professional career but also develop people in all work-life dimensions.
In todays fast-paced life, people have to work more efficiently and maintain energy. Your company provides members with upto-date technologies to
enhance work efficiency e.g. we have SAP-enables systems and processes, and that too linked with mobile applications, which help people take faster
decisions even while they are away from office. We have energy boosters within our premises like Clarista, the cafeteria and Gaming Zone, an area to
play indoor games that provide members a great deal of fun and rejuvenation to maintain their energy levels.
Members health is of course an important area for balancing life. Your company has an in-house gymnasium having all the latest equipment where
members can go and work-out. On the wellness front, various health check-ups and tests are conducted throughout the year for members and
families. We organize various sports competitions like soccer, cricket, pool, table tennis etc to enhance fitness and imbibe team spirit among people.
Your company allows time-off for personal work like paying utility bills, meeting social obligations, visiting banks etc. and also makes onsite
arrangement for most of the needs to save on time of people. In order to encourage the members to spend leisure time with family your company
provides paid leave whenever they wish. Besides long vacation, members can utilize myHoliday a flexi-leave planning scheme whereby members can
take leave on their own religious festivals as per their wish. On the front of involving families of members on larger scale, we organize and celebrate
cultural festivals with them.
Your company sponsors members to musical and cultural events around the city like Times Ahmedabad Festival, dramas, Saptak music festival, etc.
Your company extends financial support as well to members on certain important occasions like marriage, purchasing home and car.
In all, your company attempts to strike balance between work and life of people by touching upon their needs in terms of health, spirituality, family
involvement, leisure, work and time management, finances and overall personal development; and thereby attempts to keep people motivated and
committed.

Claris Lifesciences Limited - Annual Report 2013

33

Management Discussion & Analysis


Cautionary Statement
Certain statements in the Management Discussion & Annalysis detailing the companys objectives, projections, estimates, expectations or predictions
may be forward looking statements within the meaning of applicable securities laws and regulations. These statements being based on certain
assumptions and expectation of future event, actual results could differ materially from those expressed or implied. Important factors that could
make a difference to the Companys operations include economic conditions affecting domestic demand supply conditions, finished goods prices,
changes in Government Regulations and Tax regime etc. The Company assumes no responsibility to publically amend , modify or revise any forward
looking statements on the basis of subsequent developments, information or events.

34

Claris Lifesciences Limited - Annual Report 2013

Auditors Report
To the Members of Claris Lifesciences Limited
Report on the Financial Statements
We have audited the accompanying financial statements of CLARIS LIFESCIENCES LIMITED (the Company), which comprise the Balance Sheet as at
31st December, 2013, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of the significant
accounting policies and other explanatory information.
Managements Responsibility for the Financial Statements
The Companys Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 (the
Act) (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13 September
2013 of the Ministry of Corporate Affairs) and in accordance with the accounting principles generally accepted in India. This responsibility includes
the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a
true and fair view and are free from material misstatement, whether due to fraud or error.
Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards
on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures
selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the financial statements, whether due
to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Companys preparation and fair presentation
of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Companys internal control. An audit also includes evaluating the appropriateness of the accounting policies used
and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial
statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the
information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally
accepted in India:
(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st December, 2013;
(b) in the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date; and
(c) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditors Report) Order, 2003 (the Order) issued by the Central Government in terms of Section 227(4A) of the
Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.
2. As required by Section 227(3) of the Act, we report that:
(a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our
audit.
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those
books.
(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books
of account.
(d) In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards
notified under the Act (which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular
15/2013 dated 13 September, 2013 of the Ministry of Corporate Affairs).
(e) On the basis of the written representations received from the directors as on 31st December, 2013 taken on record by the Board of Directors,
none of the directors is disqualified as on 31st December, 2013 from being appointed as a director in terms of Section 274(1)(g) of the Act.

For Deloitte Haskins & Sells


Chartered Accountants
(Registration No. 117365W)

Gaurav J. Shah
Partner
(Membership No : 35701)
Place : Ahmedabad
Date : 28th February, 2014
Claris Lifesciences Limited - Annual Report 2013

37

Annexure to the Auditors' Report


(Referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements section of our report of even date)

1. Having regard to the nature of the Companys business / activities, clauses (xiii) and (xiv) of CARO are not applicable.
2. In respect of its fixed assets :
(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
(b) The Company has a program of verification of fixed assets to cover all the items over a period of three years which in our opinion, is reasonable
having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain fixed assets were physically verified by
the management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such
verification.
(c) During the year, the Company has disposed off a substantial part of its fixed assets (attention is invited to note no. 37 of the financial
statements). According to the information and explanations given to us, we are of the opinion that the sale of the said part of the fixed assets
has not affected the going concern status of the Company.
3. In respect of its inventory :
(a) According to the information and explanations given to us, inventories were physically verified during the year by the management at all
locations at reasonable intervals. In our opinion, the frequency of verification is reasonable.
(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by
the management were reasonable and adequate in relation to the size of the Company and the nature of its business.
(c) In our opinion and according to the information and explanations given to us, the Company has maintained proper records of its inventories. As
explained to us, the discrepancies noticed on physical verification of inventories as compared to the book records have been properly dealt with
in the books of account.
4. In our opinion and according to the information and explanations given to us, there are no companies, firms or parties required to be entered into
the register maintained under section 301 of the Companies Act, 1956. Accordingly, paragraphs 4(iii) (a) to (g) of the Order are not applicable to the
Company.
5. In our opinion and according to the information and explanations given to us, having regard to the explanations that some of the items purchased
are of special nature and suitable alternative sources are not readily available for obtaining comparable quotations, there is an adequate internal
control system commensurate with the size of the Company and the nature of its business with regard to purchases of inventory and fixed assets
and the sale of goods and services. During the course of our audit, we have not observed any major weakness in such internal control system.
6. In our opinion and according to the information and explanations given to us, there are no contracts or arrangements that need to be entered into
the register maintained in pursuance of Section 301 of the Companies Act, 1956.
7. According to the information and explanations given to us, during the year, the Company has not accepted any deposits from public.
8. The Company has appointed a firm of Chartered Accountants for carrying out internal audit. On the basis of the reports made by them to the
management, in our opinion, the internal audit system is commensurate with the size of the Company and the nature of its business.
9. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Accounting Records) Rules, 2011
prescribed by the Central Government under Section 209(1)(d) of the Companies Act, 1956 and are of the opinion that prima facie the prescribed
cost records have been maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they
are accurate or complete.
10.According to the information and explanations given to us in respect of statutory dues :
The Company has generally been regular in depositing undisputed statutory dues including provident fund, investor education and protection
fund, employees state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues
applicable to it.
No undisputed amounts payable in respect of the aforesaid statutory dues were outstanding, as at December 31, 2013 for a period of more than six
months from the date they became payable.
11. Details of dues in respect of income tax, sales tax and excise duty which have not been deposited as at December 31, 2013 on account of disputes
are given below :

38

Claris Lifesciences Limited - Annual Report 2013

Annexure to the Auditors' Report


(Referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements section of our report of even date)

Statute

Nature of Dues

Forum where Dispute


is pending

Period to which the


amount relates

Amount involved
(Rs. in lakhs*)

Income Tax Act, 1961

Income Tax

Income Tax Appellate Tribunal

A.Y. 2006-07

70.55

Income Tax Act, 1961

Income Tax

Income Tax Appellate Tribunal

A.Y. 2007-08

67.60

Income Tax Act, 1961

Income Tax

Income Tax Appellate Tribunal

A.Y. 2008-09

91.50

Income Tax Act, 1961

Income Tax

Commissioner of Income Tax (appeals)

A.Y. 2009-10

0.02

Income Tax Act, 1961

Income Tax

Commissioner of Income Tax (appeals)

A.Y. 2010-11

0.18

Andhra Pradesh VAT Act, 2005

Sales Tax

Sales Tax Appellate Tribunal

2006 2010

8.93

Central Excise Act, 1994

Excise Duty

CESTAT, Ahmedabad

2008 2009

68.59

Central Excise Act, 1994

Excise Duty

Deputy Commissioner, Central Excise

2011-2012

2.29

Central Excise Act, 1994

Excise Duty

Deputy Commissioner, Central Excise

2011-2012

14.87

* Net of amounts paid under protest or otherwise


11. The Company does not have accumulated losses at the end of the financial year. The Company has not incurred cash losses during the financial year
covered under the audit and during the immediately preceding financial year.
12.In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to financial
institutions or banks. The Company has not issued any debentures.
13.In our opinion and according to the explanations given to us and based on the information available, no loans have been granted by the Company
on the basis of security by way of pledge of shares, debentures and other securities.
14.In our opinion and according to the information and explanations given to us, during the year, the Company has not given any guarantee for loans
taken by others from banks or financial institutions.
15.In our opinion and according to the information and explanations given to us, the term loans have been applied for the purposes for which they
were obtained.
16.According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that no
funds raised on short-term basis have been used for long-term investment.
17.During the year, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under
Section 301 of the Companies Act, 1956.
18.The Company has not issued any debentures during the year.
19.The Company has not raised any money by public issues during the year.
20.To the best of our knowledge and belief and according to the information and explanations given to us, no fraud by the Company or no material
fraud on the Company was noticed or reported during the year.

For Deloitte Haskins & Sells


Chartered Accountants
(Registration No. 117365W)
Gaurav J. Shah
Partner
(Membership No : 35701)

Place : Ahmedabad
Date : 28th February, 2014

Claris Lifesciences Limited - Annual Report 2013

39

Balance Sheet
as at 31st December, 2013
(Rupees in Lacs)
Notes

As at
31-12-2013

As at
31-12-2012

I. EQUITY AND LIABILITIES


(1) Shareholders' funds
(a) Share Capital
(b) Reserves and Surplus

2
3

6,381.78
88,631.40
95,013.18

6,381.78
87,239.13
93,620.91

(2) Non - current liabilities


(a) Long-term borrowings
(b) Deferred tax liabilities (net)
(c) Other long-term liabilities
(d) Long-term provisions

4
5
6
7

12,682.94
5,896.85
591.12
19,170.91

29,894.66
7,166.99
133.53
881.25
38,076.43

(3) Current liabilities


(a) Short-term borrowings
(b) Trade payables
(c) Other current liabilities
(d) Short-term provisions

4
8
6
7

10,546.65
10,317.21
29,282.17
9,009.93
59,155.96

20,037.67
10,045.21
16,684.10
1,965.79
48,732.77

Total

173,340.05

180,430.11

50,316.23
196.50
17,329.26
67,841.99
1,860.62
9,510.19
79,212.80

80,473.99
17,426.79
97,900.78
1,665.62
19,904.22
126.00
119,596.62

10
13
14
15
11
12

60,881.99
3,925.32
15,479.09
8,912.85
3,764.70
1,163.30
94,127.25

17,194.80
24,793.54
11,334.39
7,341.56
169.20
60,833.49

Total
1
2-45

173,340.05

180,430.11

II. ASSETS
(1) Non - current assets
(a) Fixed assets
(i) Tangible assets
(ii) Intangible assets
(iii) Capital work-in-progress
(b) Non - current investments
(c) Long-term loans and advances
(d) Other non-current assets

(2) Current assets


(a) Current investments
(b) Inventories
(c) Trade receivables
(d) Cash and cash equivalents
(e) Short -term loans and advances
(f) Other current assets

Significant Accounting Policies


Other Notes forming part of the Financial Statements

10
11
12

In terms of our report attached

For and on behalf of the Board of Directors

For Deloitte Haskins & Sells


Chartered Accountants

Arjun Handa
Managing Director & CEO

Gaurav J. Shah
Partner

Kirit Kanjaria
VP - Company Secretary & Compliance Officer

Place : Ahmedabad
Date : 28th February, 2014

Place : Ahmedabad
Date : 28th February, 2014

40

Chandrasingh S. Purohit
Whole Time Director

Claris Lifesciences Limited - Annual Report 2013

Statement of Profit & Loss


For the year ended on 31st December, 2013
(Rupees in Lacs)
Note
Revenue
I. Revenue from operations
(a) Gross Sales
Less : Excise Duty
Net Sales
(b) Operating income
Revenue from operations (net)
II. Other Income
III. Total Revenue ( I+ II )
IV. Expenses
Cost of materials consumed
Purchase of Stock in trade
Changes in inventories of finished goods and work-in-progress
Employees benefits expense
Finance cost
Depreciation and amortization expense
Other expenses
Total expenses
V. Profit before exceptional items and tax (III- IV)
VI. Exceptional items
(a) Profit on disposal of infusion business
(Discontinuing Operations) under slump sale
(b) Diminution in value of investment in a subsidiary
VII. Profit before tax (V+VI)
VIII. Tax Expense
(a) Current Tax
(b) Deferred Tax
(c) MAT Credit Entitlement
(d) Short / (Excess) Provision of Tax of Earlier Years

For the Year ended on


31-12-2013

For the Year ended on


31-12-2012

16

17

18
18
19
20
21
22

37
25

IX. Profit After Tax (VII-VIII)


Profit after tax comprises of:
a. Profit from Continuing Operations (after tax)
b. Profit from Discontinuing Operations (before tax)
37
c. Profit on disposal of infusion business under slump sale
d. (Add) / Less: Tax expense / (Reversal) of discontinuing operations;
i) Tax expense of Discontinuing Operations
ii) Tax on disposal of infusion business under slump sale
(net of reversal of deferred taxes of Rs. 2,885.18 Lacs)
X. Earnings per share (Basic & Diluted)
36
(Nominal value per equity share of Rs. 10)
a. Continuing Operations
b. Total Operations
* Refer Note 37 ( c )
Significant Accounting Policies
1
Other Notes forming part of the Financial Statements
2-45

63,833.23
953.88
62,879.35
938.65
63,818.00
4,049.53
67,867.53

72,685.39
1,348.37
71,337.02
464.36
71,801.38
1,213.15
73,014.53

15,091.00
9,378.23
(142.73)
4,724.87
5,210.12
5,796.11
18,995.05
59,052.65
8,814.88

21,780.21
4,242.88
(1,869.83)
4,922.81
6,491.24
7,179.44
19,594.79
62,341.54
10,672.99

1,505.98
10,320.86

(45.10)
10,627.89

4,102.46
(1,270.14)
(633.31)
2,199.01
8,121.85

2,067.72
1,142.55
(24.00)
3,186.27
7,441.62

3,921.33
2,958.62
1,505.98

*
*
*

884.52

(620.44)

6.14
12.73

*
11.66

In terms of our report attached

For and on behalf of the Board of Directors

For Deloitte Haskins & Sells


Chartered Accountants

Arjun Handa
Managing Director & CEO

Gaurav J. Shah
Partner

Kirit Kanjaria
VP - Company Secretary & Compliance Officer

Place : Ahmedabad
Date : 28th February, 2014

Place : Ahmedabad
Date : 28th February, 2014

Claris Lifesciences Limited - Annual Report 2013

Chandrasingh S. Purohit
Whole Time Director

41

Cash Flow Statement


For the year ended on 31st December, 2013
(Rupees in Lacs)
For the Year ended
on 31-12-2013
A.

Cash Flow From Operating Activities


10,320.86

10,627.89

2. Adjustments for :
Depreciation and amortisation expense
Finance cost
Interest income
(Profit)/Loss on sale of fixed assets - (Net)
Provision for diminution in value of long term investment
Provision for doubtful debts and advances
Bad debts written-off
Gain on sale of Units of Mutual Funds
Profit on disposal of infusion business under slump sale
Unrealised foreign exchange rate difference (gain)/loss (Net)
Operating profit before working capital changes (1+2)

5,796.11
5,210.12
(3,272.54)
20.19
(519.87)
(1,505.98)
(400.92)
15,647.97

7,179.44
6,491.24
(680.50)
(1.11)
45.10
133.62
73.65
(1,374.50)
22,494.83

3. Adjustments for :
Decrease / (increase) in trade and other receivables
Decrease / (increase) in inventories
(Decrease) / increase in trade and other payables
Cash generated from/(used in) operations

(3,030.85)
(107.79)
1,350.17
13,859.50

3,878.78
(1,984.04)
2,863.22
27,252.79

4. Direct taxes paid

(1,663.52)

(2,477.87)

12,195.98

24,774.92

(26,306.77)
1,267.65
105,040.00
(60,881.99)
(195.00)
2,278.44
519.87

(34,748.01)
13.11
(5.00)
641.92
-

21,722.20

(34,097.98)

(17,940.23)
(9,491.02)
(5,570.74)
(1,276.35)
(34,278.34)

11,528.00
1,088.49
(6,227.82)
(1,276.35)
5,112.32

(360.16)
7,193.11
6,832.95

(4,210.74)
11,403.85
7,193.11

1. Profit before tax

Net Cash Generated From/(Used in) Operating Activities


B.

[A]

Cash Flow From Investing Activities


Purchase of fixed assets (Including Capital Advances)
Proceeds from Sale of fixed assets
Proceeds from disposal of infusion business under slump sale
Purchase of Current Investments
Investment in Subsidiary Company
Investment in Associate Company
Interest received
Gain on sale of Units of Mutual Funds
Net Cash Generated/(Used in) Investing Activities

C.

[B]

Cash Flow From Financing Activities


Proceeds from long term borrowings (Net)
Proceeds from short term borrowings (Net)
Interest paid
Dividend paid
Net Cash Generated From/(Used in) Financing Activities [C]
Net Increase/(Decrease) In Cash & Cash Equivalents [A+B+C]
Cash & Cash Equivalents at the beginning of the Year
Cash & Cash Equivalents at the end of the Year

42

For the Year ended


on 31-12-2012

Claris Lifesciences Limited - Annual Report 2013

Cash Flow Statement


For the year ended on 31st December, 2013
(Rupees in Lacs)
For the Year ended
on 31-12-2013

For the Year ended


on 31-12-2012

Notes:
1 A) Components of Cash & Cash Equivalents
Cash on hand
Cheques on hand
Balances with banks
- In Current accounts
- In Margin money
- In Fixed deposit account
B) Cash and cash equivalents not available for immediate use
a) In Margin money and fixed deposit accounts
b) Unclaimed share application money lying in escrow account
c) Unclaimed dividend account
Cash & Cash Equivalents as per Note 15 (A+B)
2 Interest paid is exclusive of and purchase of fixed assets is inclusive of interest capitalised

3.12
-

6.96
84.00

6,039.07
665.76
125.00
6,832.95

2,709.17
392.98
4,000.00
7,193.11

2,076.95
0.18
2.77
2,079.90
8,912.85

4,139.18
0.18
1.92
4,141.28
11,334.39

780.58

788.49

3 The above cash flow statement has been prepared under the "Indirect Method" as set out
in the Accounting Standard - 3 on Cash Flow Statement issued by the Institute of Chartered
Accountants of India.
4 Cash Flow Statement reflects the combined cashflows pertaining to continuing and
discontinuing operations.
5 The previous year's figures have been regrouped wherever necessary.

In terms of our report attached

For and on behalf of the Board of Directors

For Deloitte Haskins & Sells


Chartered Accountants

Arjun Handa
Managing Director & CEO

Gaurav J. Shah
Partner

Kirit Kanjaria
VP - Company Secretary & Compliance Officer

Place : Ahmedabad
Date : 28th February, 2014

Place : Ahmedabad
Date : 28th February, 2014

Claris Lifesciences Limited - Annual Report 2013

Chandrasingh S. Purohit
Whole Time Director

43

Notes forming part of the Financial Statements


1. SIGNIFICANT ACCOUNTING POLICIES:
1.1 Basis of preparation of financial statements
The financial statements are prepared under the historical cost convention on accrual basis of accounting, in accordance with the requirements
of the Companies Act, 1956, including the accounting standards notified by the Central Government of India under Section 211 (3C) of the
Companies Act, 1956.
1.2 Use of estimates
The preparation of financial statements, in conformity with the generally accepted accounting principles requires that the management makes
estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent liabilities as at the date of the
financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those
estimates. Difference between the actual results and estimates are recognized in the period in which the results are known / materialized.
1.3 Fixed assets and depreciation
a. Fixed assets are capitalized at cost including all direct costs and other expenses incurred in connection with acquisition of assets and are net
of refundable taxes and levies.
b. Depreciation on Fixed Assets is provided on the straight-line method at the rates and in the manner prescribed under Schedule XIV of the
Companies Act, 1956 or at the rates based on estimated useful life whichever is higher.
c. Leasehold improvements are amortized over a period of 36 months.
d. Intangible assets are stated at cost and are amortized equally over a period of five years from the year in which incurred.
1.4 Investments
a. Long-term investments are stated at cost. Any diminution in the value, other than temporary, is provided for. Current investments are carried
individually, at lower of cost and fair value.
b. Investments in shares of foreign subsidiary companies are expressed in Indian Currency at the rate of exchange prevailing at the time when
the original investments were made.
1.5 Inventories
Inventories are valued at lower of cost and net realisable value. Cost of inventories comprises all cost of purchase, cost of conversion and other
costs incurred in bringing the inventories to their present location and condition. Cost of raw materials and packing materials is computed on
Weighted Average basis. Cost of work-in-progress and finished goods is determined on absorption costing method.
1.6 Revenue recognition
a. Sales include sales of products, dossiers and marketing rights. Sales include excise duty and exchange differences on sales transactions, but
are net of sales tax. Sales are recognized at the time when significant risks and reward of ownership in the goods are transferred.
b. Revenue in respect of other income is recognized when no significant uncertainty as to its determination or realization exists.
1.7 Retirement benefits
Defined Contribution Plan
The Company's contributions paid/payable for the year to Provident Fund and ESIC are charged to the profit and loss account for the year.
Defined Benefit Plan
The Company's liabilities towards gratuity and leave encashment are determined using the projected unit credit method which considers each
period of service as giving rise to an additional unit of benefit entitlement and measures each unit separately to build up the final obligation.
Past services are recognised on a straight-line basis over the average period until the amended benefits become vested. Actuarial gain and
losses are recognised immediately in the profit and loss account as income or expense. Obligation is measured at the present value of estimated
future cash flows using a discounted rate that is determined by reference to market yields at the balance sheet date on Government bonds
where the currency and terms of the Government bonds are consistent with the currency and estimated terms of the defined benefit obligation.
1.8 Foreign currency transactions
Transactions denominated in foreign currencies are recorded at the exchange rate prevailing at the time of the transaction.
Monetary items denominated in foreign currencies at the year-end are restated at the year-end rates. In case of items, which are covered by
forward exchange contracts, the difference between the year end rate and the rate on the date of contract is recognised as exchange difference
and the premium paid on forward contracts is recognised over the life of the contract.
Non-monetary foreign currency items are carried at cost.
Any income or expense on account of exchange difference either on settlement or on translation is recognized in the profit and loss account,
except, for the exchange differences arising on settlement or on translation of long-term foreign currency monetary items after 1st April 2011,
so far as they relate to the acquisition of a depreciable capital asset, are added to or deducted from the cost of the asset and are depreciated
over the balance life of the asset.

44

Claris Lifesciences Limited - Annual Report 2013

Notes forming part of the Financial Statements


1.9 Research and development expenses
Revenue expenditure on Research and Development is expensed as incurred. Expenses of capital nature are capitalized and depreciation is
provided thereon as per the policy stated above.
1.10 Expenditure on product registration
Expenditure incurred for registration of products for overseas markets and for product acquisitions are charged to the profit & loss account.
1.11 Borrowing costs
Borrowing costs consist of interest and other costs that the Company incurs in connection with the borrowing of funds and exchange
differences arising from foreign currency borrowing to the extent that they are regarded as an adjustment to interest costs.
Borrowing costs that are attributable to acquisition / construction of qualifying assets are capitalized as part of cost of such assets. A qualifying
asset is one that necessarily takes substantial period of time to get ready for intended use. All other borrowing costs are charged to the profit &
loss account.
1.12 Leases
Lease rentals in respect of assets taken on operating leases are charged to the profit and loss account on accrual and straight-line basis over the
lease term.
1.13 Taxes on income
Current taxation
Current tax provision is determined on the basis of taxable income computed as per the provisions of the Income Tax Act.
Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives future economic benefits in the form of adjustment to future
income tax liability, is considered as an asset if there is convincing evidence that the Company will pay normal income tax. Accordingly, MAT is
recognised as an asset in the Balance Sheet when it is probable that future economic benefit associated with it will flow to the Company.
Deferred taxation
Deferred tax is recognized for all timing differences that are capable of reversal in one or more subsequent periods, subject to consideration of
prudence and by applying tax rates that have been enacted or substantively enacted as on the balance sheet date.
1.14 Provisions, contingent liabilities and contingent assets
Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation as a result of past
events and it is probable that there will be an outflow of resources. Contingent liabilities are not recognized but are disclosed in the notes to the
financial statements. Contingent assets are neither recognized nor disclosed in the financial statements.

Claris Lifesciences Limited - Annual Report 2013

45

Notes forming part of the Financial Statements


(Rupees in Lacs)
Notes

As at
31-12-2013

As at
31-12-2012

12,051.00

12,051.00

6,381.78
6,381.78

6,381.78
6,381.78

63,817,765
63,817,765

63,817,765
63,817,765

31,580,679
49.49

2. SHARE CAPITAL
Authorised
120,510,000 Equity Shares of Rs.10 each
Issued, Subscribed, & Paid up :
63,817,765 Equity Shares of Rs. 10 each fully paid - up

(I) Reconciliation of number of equity shares outstanding at the beginning and at the end
of the reporting year :
As at beginning of the year
Nos.
Issued during the year
Nos.
Outstanding at the end of the year
Nos.
(ii) Rights, Preferences and Restrictions attached to equity shares
The Company has only one class of equity shares having a face value of Rs.10 per share.
Each shareholder is eligible for one vote per equity share held. The dividend proposed by
the Board of Directors is subject to the approval of the shareholders at the ensuing
Annual General Meeting. In the event of liquidation, the equity shareholders are eligible
to receive the remaining assets of the Company after distribution of all the preferential
amounts, in the proportion of their shareholding.
(iii) Shareholders holding more than 5% of total equity shares
Athanas Enterprise Private Limited
Nos.
%
First Carlyle Ventures III

Nos.
%

7,111,095
11.14

7,111,095
11.14

Abellon Energy Limited

Nos.
%

6,844,532
10.73

Sarjan Financial Private Limited

Nos.
%

23,780,172
37.26

Arjun Handa

Nos.
%

7,800,507
12.22

Aditya S. Handa

Nos.
%

3,371,532
5.28

Medical Technologies Limited

Nos.
%

4,653,120
7.29

17,061,763

17,061,763

(iv) Details of bonus shares issued during last five years


Equity shares allotted as fully paid-up shares of Rs.10 each for a consideration other than
cash pursuant to capitalization of securities premium account during the financial year
ended December 31, 2010
Nos.
(v) The Board of Directors at their meeting held on 7th January, 2014 have, subject to the
approval of shareholders by way of a Special Resolution through postal ballot and other
regulatory compliances required under applicable laws, recommended a proposal to
buy back, on a proportionate basis, from the shareholders/beneficial owners of the
equity shares of the Company as on the record date, up to 92,50,000 equity shares of
the face value of Rs. 10 each (representing 14.49 % of the total equity share capital of the
Company) at the price of Rs. 250 per equity share aggregating to Rs. 23,125 Lacs which
is less than 25% of the aggregate of equity share capital and free reserves of the Company
as per audited financial statements of the Company for the financial year ended
December 31, 2012 through Tender Offer route as prescribed under the Securities and
Exchange Board of India (Buy-Back of Securities) Regulations, 1998.

46

Claris Lifesciences Limited - Annual Report 2013

Notes forming part of the Financial Statements


(Rupees in Lacs)
As at
31-12-2013

As at
31-12-2012

500.00
34,584.62

500.00
34,584.62

5,268.94
830.00
6,098.94

4,703.94
565.00
5,268.94

46,885.57
8,121.85

41,492.36
7,441.62

5,743.60
976.12
9.86
830.00
47,447.84

1,276.35
207.06
565.00
46,885.57

88,631.40

87,239.13

11,379.97
6.87

19,173.00
9,282.15
22.38

4.c
4.d

1,293.91
2.19
12,682.94

1,410.00
7.13
29,894.66

Notes
3. RESERVES & SURPLUS
Capital Redemption Reserve
Securities Premium Account
General Reserve
Opening Balance
Add : Transferred from surplus in the Statement of Profit and Loss
Closing Balance
Surplus / (Deficit) in the Statement of Profit and Loss
Opening Balance
Add : Net Profit for the year
Less : Appropriations
Proposed Interim Dividend [Rs.9 per share (Previous Year : Nil)]
Proposed Dividend [Nil (Previous Year : Rs.2 per share)]
Tax on Dividend
Tax on Dividend of earlier year
Transferred To General Reserve
Closing balance

4. BORROWINGS
Secured : Long-term borrowings, non-current portion
Term Loans from Banks
External Commercial Borrowing-in Foreign Currency
Rupee term loans
Vehicle loans
Term loans from Finance Companies
Rupee term loan
Vehicle loan

4.a
4.d

Long-term borrowings, current portion


Term Loans from Banks
Rupee term loans
Vehicle loans
Term loans from Finance Companies
Rupee term loan
Vehicle loan

4.a
4.d

3,406.04
17.64

4,147.55
32.16

4.c
4.d

120.00
4.94
3,548.62

90.00
7.41
4,277.12

Short-term borrowings
Cash Credit accounts
Buyers' Credit

4.b
4.b

8,305.87
2,240.78
10,546.65
26,778.21

18,054.63
1,983.04
20,037.67
54,209.45

Notes :
a. Term Loans are secured by first pari passu charge by hypothecation of specified moveable
fixed assets, mortgage over immovable fixed assets and second pari passu charge over
stocks, receivables and specified immovable properties in favor of the Banks.
b. Cash Credit Accounts and buyers' credit are secured by first pari passu charge by
hypothecation of all current assets of the Company (present and future); second pari
passu charge by hypothecation of movable fixed assets (present and future), by mortgage
on specified immovable fixed assets of the Company (present and future) and by first pari
passu charge through equitable mortgage on specified immovable property of
the Company.
c. The term loan is secured by first and exclusive charge over the immovable and movable
assets of Solar Plant located at Modasa.
d. Vehicle loans from banks and finance companies are secured by hypothecation of
respective vehicles.

Claris Lifesciences Limited - Annual Report 2013

47

Notes forming part of the Financial Statements


e. The terms of repayment of term loans and other loans :
Particulars

Principal terms

Rupee term loans

13,769.92
2,430.00

Repayable in equated quarterly installments of Rs. 601.51 Lacs


Repayable in equated monthly installments of Rs. 83.33 Lacs

Vehicle Loans

31.64

Repayable in equated monthly installments of Rs. 1.88 Lacs


(Rupees in Lacs)
Notes

As at
31-12-2013

As at
31-12-2012

5. DEFERRED TAX LIABILITIES


Deferred tax liabilities
Difference between book depreciation and depreciation under the Income-tax Act ,1961 (IT Act)
Deferred tax assets
Disallowances of provisions / expenses
Share issue expenses set off against share premium
allowable u/s 35 - D of IT Act in subsequent years

6,455.39

7,917.97

388.26
170.28

432.27
318.71

558.54
5,896.85

750.98
7,166.99

133.53

3,548.62
181.50
105.01
1,663.02
2,003.11
3,119.52
0.18
2.77
18,362.90
295.54
29,282.17
29,282.17

4,277.12
172.21
474.92
1,212.75
4,023.16
3,852.31
0.18
1.92
2,297.09
372.44
16,684.10
16,817.63

32
32

304.23
286.89
591.12

417.15
464.10
881.25

32
32

27.53
33.16
2,229.52
5,743.60
976.12
9,009.93
9,601.05

27.49
31.00
423.89
1,276.35
207.06
1,965.79
2,847.04

Net Deferred Tax Liability

6. OTHER LIABILITIES
Long-term liabilities
Advances from customers
Current liabilities
Current maturities of long-term debt
Interest accrued and due on borrowings
Interest accrued but not due on borrowings
Payables on purchase of fixed assets
Trade advances
Trade deposits
Unclaimed Share Application Money *
Unclaimed Dividend *
Advances from related parties
Payables to statutory and other authorities

*Note: There is no amount due and outstanding as at the Balance Sheet date to be credited
to Investor Education and Protection Fund
7. PROVISIONS
Long-term provisions
Provision for employee benefits
Gratuity
Leave benefits

Short-term provisions
Provision for employee benefits
Gratuity
Leave benefits
Taxation (Net of Payments)
Proposed Dividend
Proposed Interim Dividend
Tax on Proposed Dividend

48

Claris Lifesciences Limited - Annual Report 2013

Notes forming part of the Financial Statements


(Rupees in Lacs)
As at
31-12-2013

Notes

As at
31-12-2012

8. TRADE PAYABLES
Sundry Creditors
Micro & Small Enterprise
Others

108.19
10,209.02
10,317.21

77.59
9,967.62
10,045.21

108.19

77.59

7.59

7.70

51.92

44.33

a. Disclosures required by Micro, Small and Medium Enterprises Development Act, 2006
(MSM Act) are as under :Principal amount remaining unpaid to any supplier as at the year end.
Interest due on the above mentioned principal amount remaining unpaid to any supplier
as at the year end
Amount of the interest paid by the Company in terms of Section16 of MSM Act along with
the amount of the payment made to the supplier beyond the appointed day during
the accounting year
Amount of interest due and payable for the period of delay in making payment but without
adding the interest specified under the MSM Act.
Amount of interest accrued and remaining unpaid at the end of the accounting year
Note :
The above information has been determined to the extent such parties could be identified on the
basis of information available with the Company.

(Rupees in Lacs)

9. FIXED ASSETS
Gross Block (At cost)
Additions
Deduction
during the
during the
year
year*

Sr. Description
No. of Assets

As at
01-01-13

A.
1
2
3

1,530.78
13,423.09
265.52

1,042.53
-

88,756.33
3,788.10
884.09
165.72
809.72

4
5
6
7
8
9

B
1

Depreciation / Amortisation

Net Block
Upto
As at
As at
31-12-13 31-12-13 31-12-12

As at
31-12-13

Upto
01-01-13

For the
Year

Deduction
during the
year*

617.28
8,528.84
265.52

913.50
5,936.78
-

2,273.51
265.52

338.90
-

1,513.60
265.52

1,098.81
-

913.50
4,837.97
-

1,530.78
11,149.58
-

4,417.90
97.33
15.80
8.33

31,980.06
1,436.62
245.48
1.63
53.62

61,194.17
2,448.81
638.61
179.89
764.43

25,079.42
876.53
314.75
90.08
391.35

5,109.49
155.20
49.45
18.04
75.48

10,849.20
318.59
89.96
0.62
37.15

19,339.71
713.14
274.24
107.50
429.68

41,854.46
1,735.67
364.37
72.39
334.75

63,676.91
2,911.57
569.34
75.64
418.37

891.89
110,515.24
89,034.63

111.92
5,693.81
21,511.36

28.73
43,157.78
30.75

975.08
73,051.27
110,515.24

750.09
30,041.25
22,899.75

24.28
46.15
5,792.71 13,098.92
18.75
7,160.25

771.96
22,735.04
30,041.25

203.12
50,316.23
80,473.99

141.80
80,473.99

509.76
509.76

199.90
199.90

509.76
509.76

199.90
199.90

509.76
509.76

3.40
3.40

509.76
509.76

3.40
3.40

196.50
196.50

Previous Year

561.46

51.70

509.76

542.27

19.19

51.70

509.76

19.19

TOTAL (A+B)

111,025.00

5,893.71

43,667.54

73,251.17

30,551.01

5,796.11 13,608.68

22,738.44

50,512.73

80,473.99

Previous Year

89,596.09

21,511.36

82.45

111,025.00

23,442.02

7,179.44

30,551.01

80,473.99

Tangible Assets
Freehold Land
Buildings
Improvement to leasehold
property
Plant & Equipment
Electrical Installation
Furniture & Fixtures
Office Equipments
Vehicles
Data Processing
Equipments
(A)
Previous Year
Intangible Assets
Computer Software
(B)

70.45

* Deductions include transfers on slump sale of infusion business

Claris Lifesciences Limited - Annual Report 2013

49

Notes forming part of the Financial Statements


(Rupees in Lacs)
Notes

As at
31-12-2013

As at
31-12-2012

10. INVESTMENTS
1. Non-Current Investments
I. Trade
A. In Equity Instruments
(a) Of Subsidiaries , unquoted
(I) Catalys Venture Cap Limited, Mauritius
1,140,600 Ordinary Shares of US$ 1 each fully paid-up
(ii) Claris Produtos Farmaceuticos do Brasil Ltda,
4,642,248.46 Quotas of Brasilian Real 1 each fully paid-up
(iii) Claris Lifesciences Venezuela C.A.
1,000 Common Shares of Bolivars 1,000 each fully paid-up
(iv) Claris Lifesciences Indonesia, PT
100,000 Ordinary Shares of Indonesia Rupiah 9,108 each fully paid-up
Less : Provision for long-term diminution in value
25
(v) Claris Lifesciences Colombia Ltda
271,661Quotas of Colombian Pesos 1,000 each fully paid-up
(vi) Claris Lifesciences Philippines, INC.
102,000 Ordinary Shares of Philippine Pesos 100 each fully paid-up
(vii) Claris Lifesciences de Mexico SA de CV
50 Ordinary Shares of Mexican Pesos 1000 each fully paid-up
(viii)Claris Lifesciences Inc., USA
200 Ordinary Shares of US $ 1 each fully paid-up
(ix) Claris Lifesciences (UK) Limited
100 Ordinary Shares of GBP 1 each fully paid-up
(x) Claris Lifesciences (Aust) Pty Ltd
100 Ordinary Shares of AUD 1 each fully paid-up
(xi) Claris Lifesciences & Cia Chile Limitada
100% of Social Rights
(xii) Icubix Infotech Limited
49,940 Equity Shares of Rs.10 each fully paid-up.
(xiii)Claris Lifesciences International Limited
50,000 Equity Shares of Rs. 10 each fully paid-up.
(xiv)OGEN Nutrition Limited
50,000 Equity Shares of Rs. 10 each fully paid-up.
(xv) Claris Infrastructure Limited
50,000 Equity Shares of Rs. 10 each fully paid-up.
(xvi)Claris Otsuka Limited
Nil (5,00,000) Equity Shares of Rs. 10/- each fully paid-up.
(b) Of Associate , unquoted
(i) Claris Otsuka Limited
20,00,000 (Previous year NIL )Equity Shares of Rs. 10/- each fully paid-up.
II. Non-Trade
A. In Equity instruments of other entities, unquoted
(i) Indian Renal Foundation
19,400 Equity Shares of Rs. 10/- each fully paid
Total non-current
2. Current Investment
A. In Preference Share of Other Entities, quoted
(i) L&T Finance Holding Limited
10,00,000 (Previous Year - Nil )9% Cumulative Compulsorily Redeemable Preference
Shares of Rs. 100 each, fully paid up
(ii) IL and FS Transportation Networks Limited
50,00,000 (Previous Year - Nil ) 10.53% Cumulative Non-Convertible Compulsorily
Redeemable Preference Shares of Rs. 20 each, fully paid up

50

504.93

504.93

935.03

935.03

0.35

0.35

45.10

45.10

(45.10)
73.70

(45.10)
73.70

93.97

93.97

2.00

2.00

0.08

0.08

0.08

0.08

0.03

0.03

28.52

28.52

4.99

4.99

5.00

5.00

5.00

5.00

5.00

5.00

5.00

1,658.68

1,663.68

200.00

1,858.68

1,663.68

1.94

1.94

1,860.62

1,665.62

1,000.00

1,000.00

2,000.00

Claris Lifesciences Limited - Annual Report 2013

Notes forming part of the Financial Statements


(Rupees in Lacs)
Notes
B

In Bonds/Debentures of other entities , quoted


(i) India Infrastructure Finance Company Limited
1,00,000 units (Previous Year - Nil ) of 8.50% Tax Free Secured, Redeemable,
Non-Convertible Bonds of Rs. 1,000 each
(ii) India Infrastructure Finance Company Limited
1,00,000 units (Previous Year - Nil ) of 8.66% Tax Free Secured, Redeemable,
Non-Convertible Bonds of Rs. 1,000 each
(iii) India Infoline Finance Limited
22,500 units (Previous Year - Nil ) of 11.50% Secured Redeemable,
Non- Convertible Debentures of Rs. 10,000 each
(iv) India Infoline Finance Limited
1,14,692 units (Previous Year - Nil ) of 11.70% Secured Redeemable,
Non Convertible Debentures of Rs. 1,000 each

C. Investments in Mutual Funds


(i) 2,55,561.926 units (Previous Year - Nil ) of Reliance Liquid Fund
(ii) 65,22,965.128 units (Previous Year - Nil ) of HDFC Cash Management Fund
(iii) 3,19,227.335 units (Previous Year - Nil ) of Religare Invesco Liquid Fund
(iv) 30,00,000 units (Previous Year - Nil ) of IIFL-Short Term Income Fund
(v) 21,96,595.277 units (Previous Year - Nil ) of HDFC Gilt Fund
(vi) 36,52,487.709 units (Previous Year - Nil ) of IDFC Government Securities Fund
(vii) 1,81,595.405 units (Previous Year - Nil ) of Principal Cash Management Fund

D Other Investments
a) Commercial Papers
(i) 500 units (Previous Year - Nil ) of Tata Motors Finance Limited
(ii) 1,000 units (Previous Year - Nil ) of Shapoorji Pallonji & Company Limited
(iii) 500 units (Previous Year - Nil ) of Religare Securities Limited
(iv) 980 units (Previous Year - Nil ) of Reliance Capital Limited
(v) 100 units (Previous Year - Nil ) of L&T Finance Holding Limited
(vi) 1,500 units (Previous Year - Nil ) of JM Financial Products Limited
(vii) 1,000 units (Previous Year - Nil ) of Edelweiss Financial Services Limited
(viii) 1,000 units (Previous Year - Nil ) of Axis Finance Limited

As at
31-12-2013

As at
31-12-2012

1,000.00

1,000.00

2,692.17

1,451.70

6,143.87

7,777.12
1,705.73
5,500.00
300.00
500.00
500.00
2,200.00
18,482.85

2,372.72
4,675.68
2,372.36
4,637.01
480.39
6,846.83
4,528.48
4,813.53
30,727.00

b)
(i)

Pass Through Certificate


2,266 units (Previous Year - Nil ) of Shinning Metal Trust

1,528.27

c)

Corporate Deposit with Infrastructure Leasing & Financial Services Limited

2,000.00

Total Current Investments

60,881.99

Total Investments

62,742.61

1,665.62

Aggregate amount in quoted investments


Aggregate amount in unquoted investments
Aggregate amount invested in Mutual Funds
Aggregate market value of quoted investments
Aggregate market value of Mutual Funds
Aggregate provision made for diminution in value of investments

8,143.87
36,115.89
18,482.85
8,263.47
18,564.27
45.10

1,665.62
45.10

a.
b.
c.
d.
e.
f.

Claris Lifesciences Limited - Annual Report 2013

51

Notes forming part of the Financial Statements


(Rupees in Lacs)
Notes

As at
31-12-2013

As at
31-12-2012

7,377.14
966.88
1,153.77
12.40
9,510.19

18,669.85
702.46
520.46
11.45
19,904.22

15.45
580.86
2,420.51
747.88
3,764.70

793.64
452.59
5,477.73
617.60
7,341.56

14.81
14.81
3,764.70

166.14
166.14
7,341.56

13,274.89

27,245.78

126.00

892.53
51.70
219.07
1,163.30

87.21
81.99
169.20

1,163.30

295.20

1,085.38
896.40
1,237.65
705.89
3,925.32

1,631.86
1,448.53
1,469.76
12,644.65
17,194.80

224.92
872.83
139.90
1,237.65

616.15
613.05
240.56
1,469.76

11. LOANS AND ADVANCES


[Unsecured and considered good, unless otherwise stated]
Non-current loans and advances
Capital advances
Security & Tender deposits
Mat Credit Entitlement
Electricity and other deposits
Current loans and advances
Considered Good
Loans and advances to related parties
Balance with Government Authorities
Advances to suppliers
Advances recoverable in cash or kind
Considered doubtful
Loans and advances to related parties
Less : Provision for doubtful advances

Amount due from directors / other officers of the Company Rs. Rs.11.37 Lacs
(Previous Year Rs. 18.78 Lacs)
12. OTHER ASSETS
[Unsecured and considered good, unless otherwise stated]
Non-current assets
Fixed Deposit Accounts {pledged with bank}
Current assets
Interest accrued
On Bonds
On Fixed Deposits
On Others

13. INVENTORIES
(At lower of cost and net realisable value)
Raw Materials
Packing Materials
Work in process
Finished Goods

a. Break up of Work in process


Large Volume Parental
Small Volume Parental
Others

52

13.a

Claris Lifesciences Limited - Annual Report 2013

Notes forming part of the Financial Statements


(Rupees in Lacs)
Notes

For the year ended


on 31-12-2013

For the year ended


on 31-12-2012

14. TRADE RECEIVABLES


(Unsecured)
Exceeding Six Months from the date they became due
Considered Good
Considered Doubtful
Others
Considered Good
Considered Doubtful
Less : Provision for Doubtful Debts

5,911.14
180.10
6,091.24

8,111.40
206.22
8,317.62

9,567.95
217.86
9,785.81
397.96
15,479.09

16,682.14
20.22
16,702.36
226.44
24,793.54

3.12
-

6.96
84.00

6,039.07
2,742.71
125.00
0.18
2.77
8,909.73
8,912.85

2,709.17
3,032.16
5,500.00
0.18
1.92
11,243.43
11,334.39

63,833.23
953.88
62,879.35

72,685.39
1,348.37
71,337.02

277.73
448.01
212.91
938.65

208.67
255.69
464.36

63,818.00

71,801.38

40,195.09
18,526.59
5,111.55
63,833.23

49,454.94
17,624.42
5,606.03
72,685.39

316.85
247.40
2,655.59
52.70
3,272.54
519.87
235.51
21.61

419.54
242.80
18.16
680.50
215.31
190.59
115.40
11.35

4,049.53

1,213.15

15. CASH AND CASH EQUIVALENTS


Cash on Hand
Cheques on Hand
Balances with scheduled banks :
Current Accounts
Margin Money Accounts
Fixed Deposit Accounts
Unclaimed share application money lying in escrow account
Unclaimed Dividend Account

16. REVENUE FROM OPERATIONS


Sales
Sales of Products
Less : Excise duties
Operating Income
Export benefits
Income from Shared Services
Sale of scrap

a. Break up of Sales
Large Volume Parental
Small Volume Parental
Others

16.a

17. OTHER INCOME


Interest Income
a. Interest from banks on :
(i) Deposits
(ii) Other balances
b. Interest income from current investments
c. Others
Profit On Sales of Mutual Fund Investment
Sale of Voluntary Carbon Reduction Units
Foreign Exchange Rate Difference (Net)
Provision for Product Recall no longer required
Miscellaneous Income

Claris Lifesciences Limited - Annual Report 2013

53

Notes forming part of the Financial Statements


(Rupees in Lacs)
Notes

For the year ended


on 31-12-2013

For the year ended


on 31-12-2012

18. COST OF MATERIALS CONSUMED, PURCHASE OF STOCK IN TRADE


Raw Materials Consumed
Packing Materials Consumed

18.a
18.b
18.c

Purchase of Stock in trade

18.d

a. Break up of Raw Materials Consumed


Glass Bottle
Amino Acid
Plastic Granules
Egg-Lecithin
Dextrose Anhydrous
Other
b. Break-up of consumption of raw materials into imported and indigenous
Imported
Indigenous
c. Break up of Packing Materials Consumed
Carton / Corrugated Box
Others
d. Break up of Goods Purchased
Large Volume Parental
Small Volume Parental
Others

9,311.93
5,779.07
15,091.00
9,378.23

14,526.63
7,253.58
21,780.21
4,242.88

24,469.23

26,023.09

1,175.71
519.43
3,666.82
85.68
498.97
3,365.32
9,311.93

955.43
496.95
6,619.91
833.56
1,437.48
4,183.30
14,526.63

7,101.34
76.26%
2,210.60
23.74%

8,189.76
56.38%
6,336.87
43.62%

995.69
4,783.38

2,100.08
5,153.50

7,750.41
830.15
797.67
9,378.23

2,442.88
819.16
980.84
4,242.88

1,237.65
705.89
1,943.54

1,469.76
12,644.65
14,114.41

1,469.76
331.05
1,800.81
(142.73)

1,218.41
11,026.17
12,244.58
(1,869.83)

4,459.45
150.57
114.85

4,639.88
163.28
119.65

4,724.87

4,922.81

4,029.13
651.49
529.50

5,107.55
750.84
632.85

5,210.12

6,491.24

19. CHANGES IN INVENTORIES OF FINISHED GOODS AND WORK-IN-PROGRESS


Stocks at the end of the year
Work-in Progress
Finished Goods

Stocks at the beginning of the year


Work-in Progress
Finished Goods *

*Opening stock of finished goods is after adjustment in respect of the slump sale of infusion
business and other related agreements
20. EMPLOYEE BENEFITS EXPENSE
Salaries, Wages, Bonus & Gratuity
Contribution to Provident and other funds
Staff Welfare

21. FINANCE COST


Interest Expense
Other borrowing cost
Bank Charges & Commission

54

Claris Lifesciences Limited - Annual Report 2013

Notes forming part of the Financial Statements


(Rupees in Lacs)
Notes

For the year ended


on 31-12-2013

For the year ended


on 31-12-2012

22. OTHER EXPENSES


Conversion charges
Stores & Spares Consumed
Contract Labour Charges
Laboratory expenses
Power & Fuel
Insurance
Rent
Outward freight
Commission
Marketing and Sales Promotion Expenses
Traveling
Stationery & Printing
Communication Expenses
Rates and Taxes
Repairs to
Building
Plant & Machinery
Others
Bad Debts written -off
Provision for doubtful debts and advances
Foreign Exchange Rate Difference (Net)
Excise Duty
Consultancy Fees
Legal Fees & Charges
Professional Charges
General Charges
Donations

42

131.13
994.02
1,074.10
652.11
1,807.51
105.32
371.50
5,457.49
787.90
1,943.37
1,760.50
100.20
236.69
15.03

408.33
651.82
1,272.85
503.68
3,472.16
105.70
393.72
4,306.79
677.88
1,994.90
1,501.11
94.36
210.28
13.70

128.66
175.40
487.74
20.19
916.14
(73.71)
737.31
238.53
122.14
784.05
21.73

85.78
210.32
386.21
73.65
133.62
63.29
1,428.14
265.93
122.41
1,207.21
10.95

18,995.05

19,594.79

23. Contingent Liabilities


As at
31-12-2013
a. Claim against the company not acknowledge as debts
b. Disputed demand under :
(i) Income Tax
(ii) Sales Tax
(iii) Excise Duty
(iv) Regulatory
c. Guarantees given by the bankers on behalf of the company
d. Bills discounted
e.Letters of credit outstanding

1,909.37

1,626.64

534.98
8.93
85.74
10,400.00
600.55
3,275.94
161.12

392.27
8.93
87.78
10,400.00
509.59
3,905.61
851.10

24. Commitments & Obligations


As at
31-12-2013
A. Estimated amount of contracts remaining to be executed on capital account and not
provided for; (net of capital advances)
B. Outstanding obligation to export goods worth Rs. 6,692.54 Lacs
(Previous year Rs. 36,959.47 Lacs) within the stipulated period as per Export Promotional
Capital Goods Scheme, failing which additional custom duty payable would amount to

Claris Lifesciences Limited - Annual Report 2013

(Rupees in Lacs)
As at
31-12-2012

(Rupees in Lacs)
As at
31-12-2012

17,971.87

3,736.79

1,860.45

7,622.07

55

Notes forming part of the Financial Statements


25. PT Claris Lifesciences Indonesia (CLI), a wholly owned subsidiary of the Company in Indonesia, has been incurring losses which has resulted in
complete erosion of the networth of CLI. The changes in import regulations in Indonesia have given rise to uncertainties with respect to
recoverability of the value of the long term investments in foreseeable future. In view of this, considering accounting prudence, an amount of Rs.
45.10 Lacs had been recognized towards diminution in value of the long term investments in the financial statements for the year ended 31st
December 2012.
26. Excise duty shown as deduction from Sales represents the amount of excise duty collected on sales. Excise duty expenses under Note No 22,
Operating and Other Expense, represents the difference between excise duty element in the amounts of closing stocks and opening stocks and
excise duty paid on materials manufactured for captive consumption.
27. Capital Work In Progress includes preoperative expenditure pending allocation to projects under implementation, the break up of which is as
under:

Preoperative Expenses
Opening balance
Add : Interest and finance charges
Consultancy / Professional Fees
Personnel Cost
Foreign Exchange Rate Difference
Other Expenses
Less: Capitalized during the year
Closing balance

As at
31-12-2013
1,367.41
805.86
26.96
81.17
2,246.55
9.72
(4,067.28)
470.39

820.81
788.49
37.70
504.32
9.44
(793.35)
1,367.41

For the year ended


on 31-12-2013
13.81
4,050.18
3.29
4067.28

For the year ended


on 31-12-2012
793.35
793.35

Details of Preoperative Expenses capitalized during the year:


Fixed Asset
Building
Plant & Machinery
Electrical Installation
Total

(Rupees in Lacs)

(Rupees in Lacs)

28.Statement of Profit and Loss account includes: -

a) Managerial Remuneration Paid to Directors/Key Management Personnel


Salary
Contribution to Provident Fund
Perquisites
Sitting Fees paid to Non-Executive Directors
Total
Note: Provision for leave encashment and gratuity benefits which is based on actuarial
valuation done on an overall company basis is not included in the above
b) Payment to Auditors
Audit Fees
Certification and Other Services
Total
Cost audit fees

(Rupees in Lacs)
As at
31-12-2012

For the year ended


on 31-12-2013
292.10
0.37
0.90
7.74
301.11

For the year ended


on 31-12-2012
259.10
0.37
0.90
0.55
260.92

22.47
17.38
39.85
2.82

22.47
16.97
39.44
2.76

29.The provision for current tax has been made as per the provisions of the Income Tax Act, 1961. The tax year for the Company being the year ending
31st March, the provision for current tax for the year is the aggregate of the provision required for the three months ended 31st March 2013 and
the provision required for the remaining nine months up to 31st December 2013, the ultimate tax liability of which has been estimated on the
basis of the actual / projected figures for the period from 1st April 2013 to 31st March 2014.

56

Claris Lifesciences Limited - Annual Report 2013

Notes forming part of the Financial Statements


30. Disclosures regarding Derivative Instruments:
a. The Company uses forward exchange contracts to hedge its exposure in foreign currency. There are no contracts entered into for the purpose of
speculation.
b. The information on derivative instruments as on 31st December 2013 is as follows:

(Rupees in Lacs)

Exposure hedged by derivative instruments: No. of Contracts


2013

2012

Forward cover for Export receivable

EUR

Foreign Currency

Reporting Currency

Amount

Amount (INR)

2013

2012

2013

2012

70.00

5,058.20

(Rupees in Lacs)

Unhedged Exposures

Loan Outstanding
USD
Accounts Receivable
USD
EUR
GBP
CHF
AUD
NZD
SEK
JPY
Accounts Payable
USD
EUR
GBP
AUD
CHF
NZD

Foreign Currency

Reporting Currency

Amount

Amount (INR)

2013

2012

2013

2013

350.00

19,173.00

245.39
47.04
7.33
0.29
2.94
0.02
0.99
41.42

382.71
38.16
4.57
7.58
11.88
0.96
0.99
41.42

15,189.44
4,014.33
747.62
20.21
161.17
0.86
9.45
24.42

20,964.65
2,757.51
404.22
456.33
677.40
43.46
8.39
26.37

294.31
50.14
4.37
5.65
13.60
0.06

278.19
58.96
2.09
13.01
0.45

18,217.98
4,280.14
445.89
309.92
943.73
3.09

15,239.05
4,260.60
184.65
741.90
20.47

31.Pursuant to notification dated 29th December, 2011 issued by Central Government under Companies (Accounting Standard) Amendment Rules,
2009; with effect from April 1, 2011, the Company exercised the option whereby, the exchange differences arising on settlement or on translation
of long-term foreign currency monetary items, so far as they relate to the acquisition of a depreciable capital asset, are added to or deducted from
the cost of the asset and are depreciated over the balance life of the asset.

(Rupees in Lacs)

Amount added/(reduced) from capital assets


Amount remaining to be depreciated

Claris Lifesciences Limited - Annual Report 2013

For the year ended


on 31-12-2013
2,246.55
-

For the year ended


on 31-12-2012
504.32
958.95

57

Notes forming part of the Financial Statements


32. Employee Benefits
(Rupees in Lacs)

a. Defined Benefit Plans


i. Expenses recognized in Profit & Loss Account for the
year ended on 31st December

Gratuity

Leave Encashment

2013

2012

2013

2012

Current service cost

52.82

79.96

39.81

61.90

Interest Cost

33.97

31.62

37.52

27.75

(44.24)

(15.34)

(32.53)

117.55

42.55

96.23

44.80

207.20

Expected return on plan assets


Net actuarial losses (gains)
Total Expenses

ii. Reconciliation of Closing balances of changes in present value


of the Defined Benefit Obligation
444.64

393.74

495.10

363.42

(115.36)

(167.68)

Service Cost

52.82

79.96

39.81

61.90

Interest Cost

33.97

31.62

37.52

27.75

(44.24)

(15.34)

(32.53)

117.55

Opening defined benefit obligation


Amount transferred

Actuarial losses (gains)


Losses ( gains) on curtailments

Benefits paid

(40.07)

(45.33)

(52.18)

(75.51)

Closing defined benefit obligation

331.76

444.64

320.05

495.11

Opening fair value of plan assets

Expected return on plan assets

Actuarial gains and (losses)

Assets distributed on settlements

Contributions by employer

Benefits paid

Closing balance of fair value of plan assets

331.76

444.64

320.05

495.11

331.76

444.64

320.05

495.11

Liabilities extinguished on settlements

iii. Reconciliation of Opening and Closing balances of changes


in fair value of plan assets

iv. Net Liability recognized in the Balance sheet


Defined Benefit Obligation
Fair value of plan assets
Present Value of unfunded obligation recognized as liability

v. Past four years data for define benefit obligation and fair value
of plan assets are as under:

For the year ended 31st December


2012

2011

2010

2009

444.64

393.74

361.38

285.80

Gratuity
Defined Benefit Obligation
Fair value of plan assets
Present Value of unfunded obligation recognized as liability

444.64

393.74

361.38

285.80

495.10

363.42

345.26

233.63

495.10

363.42

345.26

233.63

Leave Encashment
Defined Benefit Obligation
Fair value of plan assets
Present Value of unfunded obligation recognized as liability

58

Claris Lifesciences Limited - Annual Report 2013

Notes forming part of the Financial Statements


vi. Actuarial Assumptions

As at 31-12-2013

As at 31-12-2012

Discount Rate

9.30%

8.00%

Expected rate of salary increase

6.00%

6.00%

Mortality

Indian Assured Lives Mortality (2006-08) Ult.

LIC (1994-96) published table of mortality rates

Withdrawal Rates

3% younger ages reducing to 1% at old ages

3 % younger age reducing to 1 % old age

Retirement Age

58 Years

58 Years

Actuarial Valuation Method

Projected Unit Credit Method

Projected Unit Credit Method

b)Defined Contribution Plans


Rs. 124.34 Lacs (Previous Year Rs. 134.33 Lacs) recognized as an expense and included in the Notes 20 of Profit and Loss Account under the head
"Contribution to Provident and other funds".
33. Segment Information
I) Primary Segment:
In accordance with the requirements of Accounting Standard 17 on Segment Reporting, the Company has determined its business segment as
Drugs & Pharmaceuticals. Since all of the Companys business is from Drugs and Pharmaceuticals, there are no other primary reportable
segments. Thus the segment revenue, segment result, total carrying amount of segment liabilities, total cost incurred to acquire segment assets,
the total amount of charge for depreciation during the year are all reflected in the financial statements as of and for the year ended 31st
December, 2013.
(Rupees in Lacs)

ii. Secondary Segment (Geographical Segment)


Outside India

India
Revenue
Carrying amounts of segment assets
Capital expenditure

Total

21,882.03

40,997.32

62,879.35

(35,521.21)

(35,815.81)

(71,337.02)

1,60,645.82

12,694.23

1,73,340.05

(1,66,459.99)

(13,970.11)

(1,80,430.10)

5,796.18

5,796.18

(34,746.73)

(-)

(34,746.73)

Note: Figures in brackets are in respect of previous year.


34. Related party disclosures as required by Accounting Standard 18, Related Party Disclosures, issued by the Institute of Chartered Accountants of
India are given below.
(A)Particulars of related parties and nature of relationships:
Name of the Related Parties

Name of the Related Parties

A. Subsidiary Companies

B. Associate Company

Claris Lifesciences Venezuela C. A

Claris Otsuka Limited (from August 1, 2013)

Claris Produtos Farmaceuticos Do Brasil Limitada


PT. Claris Lifesciences Indonesia

C. Companies over which Key Management Personnel and

Claris Lifesciences Colombia Limitada

their relatives are able to exercise significant influence

iCubix Infotech Limited

Sarjan Financial Private Limited

Catalys Venture Cap Limited

Medical Technologies Limited

Claris Lifesciences International Limited


Claris Lifesciences Philippines Inc

D. Key Management Personnel

Claris Lifesciences De Mexico SA de CV

Mr. Arjun Handa

Claris Lifesciences (UK) Limited

Mr. Chetan S. Majmudar

Claris Lifesciences (Aust) Pty. Limited

Mr. Amish P. Vyas

Claris Lifesciences Inc.

Mr. Chandrasingh S. Purohit

Claris Lifesciences & CIA Chile Limitada


OGEN Nutrition Limited

E. Relatives of Key Management Personnel

Claris Infrastructure Limited

Mr. Aditya S. Handa

Claris Pharmaservices
Claris SteriOne
Claris Otsuka Limited (upto July 31, 2013)
Claris Lifesciences Limited - Annual Report 2013

59

Notes forming part of the Financial Statements


(Rupees in Lacs)

(B) Related party transactions


Notes

For the Year ended on


31st Dec 2013

For the Year ended on


31st Dec 2012

a) Nature of Transactions
1. Sales
To Subsidiary Companies
Claris Produtos Farmaceuticos Do Brasil Limitada
Claris Lifesciences Philippines Inc
Catalys Venture Cap Limited
Claris Lifesciences Inc.
To Associates
Claris Otsuka Limited

967.07
1,087.62

96.04
1,628.68
665.81
96.41

1,740.26

2. Sale of Assets
To Associates
Claris Otsuka Limited

3,761.82

157.30

182.02

4. Services Rendered
To Associates
Claris Otsuka Limited

1,135.67

5. Purchased
From Associates
Claris Otsuka Limited

5,324.70

3. Services Purchased
From Subsidiary Companies
iCubix Infotech Limited

6. Expense Reimbursed
To Subsidiary Companies
Claris Lifesciences (Aust) Pty. Limited
Claris Lifesciences (UK) Limited
Claris Produtos Farmaceuticos do Brasil Limitada
Claris Lifesciences Inc.
Others
To Associates
Claris Otsuka Limited

1.74
0.88
-

0.89
0.43
398.14
111.98
147.54

915.08

7. Remuneration Paid
To Key Management Personnel
Mr. Arjun Handa
Mr. Chandrasingh S. Purohit
Mr. Amish P. Vyas
Mr. Chetan S. Majmudar

150.59
47.59
47.59
47.59

150.59
36.59
36.59
36.59

156.01

156.01

475.60
93.06

475.60
93.06

67.43

134.01

381.61
20.79
10.38

93.82
20.22
52.45
8.75

1,05,040.00

5,246.22
0.92
1,576.17
677.02

242.21
3,347.79
41.56
546.85

8. Dividend Paid
To Key Management Personnel
Mr. Arjun Handa
To Companies in which Key Management Personnel have Controlling Interest
Sarjan Financial Private Limited
Medical Technologies Limited
To Relative of Key Management Personne
Mr. Aditya S. Handa
9. Doubtful debts/Advances Provided for the year
Of Subsidiary Companies
PT. Claris Lifesciences Indonesia
Claris Lifesciences Philippines Inc
Claris Produtos Farmaceuticos Do Brasil Limitada
Others
10.Received on Slump Sale
From Associates
Claris Otsuka Limited
11. Advances Granted during the Year
To Subsidiary Companies
Claris Produtos Farmaceuticos Do Brasil Limitada
Catalys Venture Cap Limted
Claris Lifesciences De Mexico SA de CV
Others
60

Claris Lifesciences Limited - Annual Report 2013

Notes forming part of the Financial Statements


(Rupees in Lacs)
As at
31-12-2013
12.Advances Received during the Year
From Subsidiary Companies
Catalys Venture Cap Limited
Claris Lifesciences & CIA Chile Limitada
Claris SteriOne
Others

As at
31-12-2012

5,177.28
1,251.76
855.68
277.66

3,124.43
1.18

13.Investment made during the year


From Subsidiary Company
Claris Otsuka Limited
From Associate
Claris Otsuka Limited

5.00

195.00

b) Balances at the end of the year


1. Outstanding Payables
To Subsidiary Companies
iCubix Infotech Limited

1.55

17.60

377.19
386.87
6.88

854.18
3,508.13
333.81
272.37
33.27

1,212.63

377.18
20.79

206.22
20.22

2,486.31
1,183.95
1,277.97
1,745.13
872.79
189.10
607.65

68.26
241.59
5.48
1,509.39
472.36

2. Outstanding Receivables
From Subsidiary Companies
Claris Produtos Farmaceuticos Do Brasil Limitada
Catalys Venture Cap Limited
PT. Claris Lifesciences Indonesia
Claris Lifesciences Philippines Inc
Others
From Associates
Claris Otsuka Limited
3. Provision for Doubtful Debts
PT. Claris Lifesciences Indonesia
Claris Lifesciences Philippines Inc
4. Advances Received Outstanding
To Subsidiary Companies
Claris Produtos Farmaceuticos do Brasil Limitada
Claris Lifesciences & CIA Chile Limitada
Catalys Venture Cap Limited
Claris Lifesciences De Mexico SA de CV
Claris SteriOne
Claris Lifesciences Inc.
Others
To Associate Companies
Claris Otsuka Limited
5. Advances Granted Outstanding (Net of provision for Doubtful advances)
From Subsidiary Companies
Claris Produtos Farmaceuticos do Brasil Limitada.
Claris Lifesciences Inc.
Claris Lifesciences International Limited
PT. Claris Lifesciences Indonesia
OGEN Nutrition Limited
Others
From Key Management Personnel
Mr. Amish P. Vyas
Mr. Chetan S. Majmudar
Mr. Chandrasingh S. Purohit
6. Provision for doubtful Advances
PT. Claris Lifesciences Indonesia
OGEN Nutrition Limited
Claris Produtos Farmaceuticos do Brasil Limitada.
Claris Lifesciences International Limited
Others

Claris Lifesciences Limited - Annual Report 2013

10,000.00

7.20
16.18
6.16
0.71

517.29
272.85
3.50
-

3.79
7.58
-

1.74
7.21
4.98

4.43
6.16
3.53
0.69

104.94
5.59
52.45
3.07
0.09

61

Notes forming part of the Financial Statements


(Rupees in Lacs)
As at
31-12-2013
7. Investments Balance at the end of the period( net of Provision for Diminution in value)
From Subsidiary Companies
Claris Produtos Farmaceuticos Do Brasil Limitada
Catalys Venture Cap Limited
Others
From Associate Companies
Claris Otsuka Limited
8. Provision for diminution in value of investment
From Subsidiary Companies
PT. Claris Lifesciences Indonesia

As at
31-12-2012

935.03
504.93
218.72

935.03
504.93
223.72

200.00

45.10

45.10

35. Disclosure for operating leases under Accounting Standard 19 Accounting for Leases
The Company has entered into agreements for taking on leave and license basis residential / office premises including furniture and fittings
therein, as applicable, for a period ranging from 11 to 60 months. The specified disclosure in respect of these agreements is given below:
(Rupees in Lacs)

Lease payments recognized in the profit and Loss account for the year
Minimum lease payments under the agreements are as follows.
a) Not later than one year
b) Later than one year but not later than 5 Years
c) Later than five years
36.Computation of Earnings per Share (EPS) :

Basic & Diluted EPS


Computation of Profit (Numerator)
(i) Net Profit for the year from Continuing Operations
(ii) Net Profit for the year from Total Operations
Weighted Average Number of Shares (Denominator)
Weighted average number of Equity shares of Rs.10 each used For calculation of Basic
Earnings Per Share
Basic & Diluted EPS ( in Rs.)
(i) Continuing Operations
(ii) Total Operations
Face value per share (in Rs.)
* Refer Note 37 ( c )

For the Year ended on


31-12-2013

For the Year ended on


31-12-2012

299.14

267.67

298.99
1242.17
734.86

285.09
1209.56
1052.77

(Rupees in Lacs, except per share data)


For the Year ended on
31-12-2013

For the Year ended on


31-12-2012

3,921.33
8,121.85
Nos.

*
7,441.62
Nos.

63,817,765

63,817,765

6.14
12.73
10.00

*
11.66
10.00

37. Discontinuing operations


On December 7, 2012,the management of the Company entered in to certain agreements with Otsuka Pharmaceutical Factory, Inc., Japan (Otsuka)
and Mitsui & Co. Ltd., Japan (Mitsui) for transfer of its Infusion Business to Claris Otsuka Limited on slump sale basis. The said infusion business
includes identified products of Common Solutions, Anti Infective, Plasma Volume Expanders and Parenteral Nutrition in India and in Emerging
markets (herein after referred to as the infusion business).
The Board of Directors of the Company, in its meeting held on December 7, 2012 had passed necessary resolutions approving the transfer of the
infusion business to Claris Otsuka Limited and upon getting the necessary approvals from the shareholders, through postal ballot on 18th February,
2013 and after getting approvals from statutory and regulatory authorities, the transfer of the infusion business was completed on 31st July, 2013.
a) As per the terms of the agreements, the Company has received Rs. 103,182.42lacs (Rs. 105,040.00 lacs less Rs. 1,857.58 lacs for liabilities
transferred) as consideration for the net assets of the infusion business transferred in favor of Otsuka and Mitsui, who have, in effect, subscribed
towards equity share capital and towards Securities Premium of Claris Otsuka Limited, pursuant to which, Otsuka, Mitsui and the Company
respectively hold 60 %, 20% and 20% of the equity share capital of Claris Otsuka Limited. The purchase consideration includes Rs. 30,000 Lacs
towards transfer of intangible assets which are recognised by the Company as and when the Intangible assets are transferred in the name of Claris
Otsuka Limited.
62

Claris Lifesciences Limited - Annual Report 2013

Notes forming part of the Financial Statements


The pre-tax gain on disposal of assets and settlement of liabilities attributable to the sale of the infusion business of Rs. 1,505.98 lacs (net of deal
related expenses of Rs. 1,883.22 lacs) has been disclosed in the statement of profit and loss as an exceptional item, being profit on disposal of
infusion business under slump sale. The income tax expense in this respect relating to the capital gain tax of Rs. 2,264.64 lacs andreversal of
deferred tax liability of Rs. 2,885.18 lacs have been included in the current tax and deferred tax amounts respectively in the statement of profit and
loss.
b) Necessary disclosures of the details pertaining to the discontinuing operations in respect of the infusion business and the reorganization thereof as
stated above, as required under the Accounting Standard 24 Discontinuing Operations (AS-24) as notified by the Government of India under
Section 211(3C) of the Companies Act, 1956,are as under : (Rupees in Lacs)

Revenue
Expenditure
Profit Before tax
Profit after tax
Total Assets
Total Liabilities
Cash flow (used in)/from Operating activities
Cash flow (used in)/from Investing activities
Cash flow (used in)/from Financing activities

For the Year ended on


31-12-2013#

For the Year ended on


31-12-2012*

22,055.73
19,097.11
2,958.62
2,074.10
91,650.78
1,857.58
5,113.40
0.00
(1,121.00)

42,854.56
Refer note (C)
Refer note (C)
Refer note (C)
73,630.10
5,845.03
Refer note (C)
(9,678.13)
3,357.32

# For the period from 1st January 2013 to 31 July 2013 / as at 31st July 2013.
* As per disclosures made in the financial statements for the previous financial year ended on 31st December 2012

c) The Company operates under a single business segment i.e. Drugs & Pharmaceuticals as per the requirements of Accounting Standard 17
Segment Reporting. The transfer of the infusion business involved transfer of assets and liabilities as are related to the infusion business and as the
same are identified by the parties to the transaction. For this purpose, the products, employees, tangible and intangible assets, current assets,
market territories, long term and short term borrowings, other liabilities etc. have been identified as are related to the infusion business. In view of
common employees, marketing expenses, logistics and distribution arrangements and general corporate overheads, which are not separately
identifiable for identified products of the infusion business being transferred, the Company is unable to determine the income and expenses clearly
attributable to the discontinued operations. As per the practice followed by the Company for preparation of its financial statements for financial
reporting purposes, its present system of maintenance of books of account and other relevant records does not provide clearly identifiable details of
income and expenditure as are related to the infusion business. Under the facts and circumstances, for the period from 1st January 2013 to 31st
July, 2013, the Company has disclosed separately the figures for expenditure attributable to discontinuing operations, profit from the continuing
and from the discontinuing operations, tax expense of discontinuing operations, profit from discontinuing operations (after tax) and cash flows
from operating activities on best estimate basis. However, such figures for the previous corresponding year are not available, and hence not
disclosed.
d) In view of the above stated transfer of infusion business, the figures for the financial year reported in the statement of profit and loss and the cash
flow statement do not include the figures of the infusion business for the period from 1st August, 2013 to 31st December 2013 and the figures in
the balance sheet as at 31st December 2013 do not include the figures pertaining to the infusion business. Under the circumstances, the same are
not comparable with the corresponding previous year figures which included figures for the infusion business for the whole of the previous year.

(Rupees in Lacs)

38. C.I.F. Value of Imports:

Purchase of goods traded-in


Raw Materials
Packing Material
Plant & Machinery
Stores and Spares

Claris Lifesciences Limited - Annual Report 2013

For the Year ended on


31-12-2013

For the Year ended on


31-12-2012

84.13
6,588.06
1,839.48
1,783.33
32.01

463.79
6,731.84
1,689.66
13,687.55
115.38

63

Notes forming part of the Financial Statements


(Rupees in Lacs)

39.Expenditure in foreign currency:

Consultancy Fees
Testing Charges
Legal Fees & Charges
Traveling
Freight
Commission
Interest & Finance charges
Others Product Registration Fees, Sales Promotion Expenses, Advertisement - Marketing
etc.)

For the Year ended on


31-12-2013

For the Year ended on


31-12-2012

326.91
43.71
9.23
879.96
828.25
453.15
149.38
943.70

93.15
18.02
77.80
567.57
717.83
97.62
112.48
873.30

(Rupees in Lacs)

40.Research and Development Expenditure:

Expenditure on research and development charged to revenue

For the Year ended on


31-12-2013

For the Year ended on


31-12-2012

335.24

230.47
(Rupees in Lacs)

41.Earnings in foreign exchange:

FOB value of Exports


Operating Income
Sales of Voluntary Carbon Reduction Units

For the Year ended on


31-12-2013

For the Year ended on


31-12-2012

35,354.46
54.26
235.51

33,787.60
215.30
(Rupees in Lacs)

42.Payment to Political Party


For the Year ended on
31-12-2013

For the Year ended on


31-12-2012

2.00

Bhartiya Janta Party

43. Current Assets, Loans and Advances as at 31st December 2013 have a value on realization in the ordinary course of business at least equal to the
amount at which they are stated.
44.Remittance in foreign currency during the year on account of dividend.

Number of non-resident shareholders


Number of equity shares on which dividend was paid (Lacs)
Year ended to which the dividend related
Amount remitted (Rupees in Lacs)

For the Year ended on


31-12-2013

For the Year ended on


31-12-2012

254
188.28
2012
376.56

266
156.53
2011
313.07

45. Previous year's figures have been regrouped / reclassified wherever necessary to correspond with the current year's classification / disclosure.

In terms of our report attached

For Deloitte Haskins & Sells


Chartered Accountants
Gaurav J. Shah
Partner
Place : Ahmedabad
Date : 28th February, 2014
64

For and on behalf of the Board of Directors

Arjun Handa
Managing Director & CEO

Chandrasingh S. Purohit
Whole Time Director

Kirit Kanjaria
VP - Company Secretary & Compliance Officer
Place : Ahmedabad
Date : 28th February, 2014
Claris Lifesciences Limited - Annual Report 2013

Auditors Report
on the Consolidated Financial Statements
To The Board Of Directors,
Claris Lifesciences Limited
We have audited the accompanying consolidated financial statements of CLARIS LIFESCIENCES LIMITED (the Company) and its subsidiaries (the
Company and its subsidiaries constitute the Group), which comprise the Consolidated Balance Sheet as at 31st December, 2013, the Consolidated
Statement of Profit and Loss and the Consolidated Cash Flow Statement for the year then ended, and a summary of the significant accounting policies
and other explanatory information.
Managements Responsibility for the Consolidated Financial Statements
The Companys Management is responsible for the preparation of these consolidated financial statements that give a true and fair view of the
consolidated financial position, consolidated financial performance and consolidated cash flows of the Group in accordance with the accounting
principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the
preparation and presentation of the consolidated financial statements that give a true and fair view and are free from material misstatement,
whether due to fraud or error.
Auditors Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with
the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from
material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the consolidated financial statements.
The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the consolidated
financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the
Companys preparation and presentation of the consolidated financial statements that give a true and fair view in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control. An
audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the
Management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, and based on the consideration of the reports of the
other auditors on the financial statements of the subsidiaries referred to below in the Other Matter paragraph, the aforesaid consolidated financial
statements give a true and fair view in conformity with the accounting principles generally accepted in India:
(a)in the case of the Consolidated Balance Sheet, of the state of affairs of the Group as at31stDecember, 2013;
(b)in the case of the Consolidated Statement of Profit and Loss, of the profitof the Group for the year ended on that date; and
(c)in the caseof the Consolidated Cash Flow Statement, of the cash flows of the Group for the year ended on that date.
Other Matter
We did not audit the financial statements of fourteen subsidiaries, whose financial statements reflect total assets of Rs.19,174.18 lacs as at
31stDecember, 2013, total revenues of Rs. 5,875.56 lacs and net cash inflows amounting to Rs. 101.24 lacs for the year ended on that date, as
considered in the consolidated financial statements. These financial statements have been audited by other auditors whose reports have been
furnished to us by the Management and our opinion, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, is
based solely on the reports of the other auditors.
Our opinion is not qualified in respect of this matter.

For Deloitte Haskins & Sells


Chartered Accountants
(Registration No. 117365W)
Gaurav J. Shah
Partner
(Membership No : 35701)

Place : Ahmedabad
Date : 28th February, 2014

Claris Lifesciences Limited - Annual Report 2013

65

Claris Lifesciences Limited and its Subsidiaries

Consolidated Balance Sheet


(Rupees in Lacs)

As at 31st December, 2013


Notes

As at
31-12-2013

As at
31-12-2012

(1) Shareholders' funds


(a) Share capital
(b) Reserves and surplus

2
3

6,381.78
134,047.69
140,429.47

6,381.78
108,504.92
114,886.70

(2) Non - current liabilities


(a) Long-term borrowings
(b) Deferred tax liabilities (net)
(c) Other long-term liabilities
(d) Long-term provisions

4
5
6
7

12,682.94
5,878.19
641.50
19,202.63

29,894.66
7,143.62
133.53
932.89
38,104.70

(3) Current liabilities


(a) Short-term borrowings
(b) Trade payables
(c) Other current liabilities
(d) Short-term provisions

4
8
6
7

10,546.65
10,828.80
21,044.98
9,039.21
51,459.64
211,091.74

20,037.67
10,712.68
14,475.88
2,011.09
47,237.32
200,228.72

3.20

3.20

50,419.03
6,734.85
17,329.26
74,483.14
20,950.07
19,467.12
114,900.33

80,603.30
6,453.93
17,426.79
104,484.02
1.94
28,852.10
126.00
133,464.06

10
13
14
15
11
12

60,881.99
4,497.42
15,651.27
9,459.35
4,534.88
1,163.30
96,188.21

18,428.50
22,823.17
11,769.43
13,571.16
169.20
66,761.46

Total
1
2-34

211,091.74

200,228.72

I. EQUITY AND LIABILITIES

Total
II. ASSETS
(1) Goodwill on consolidation
(2) Non - current assets
(a) Fixed assets
(i) Tangible assets
(ii) Intangible assets
(iii) Capital work-in-progress
(b) Non-current investments
(c) Long-term loans and advances
(d) Other non-current assets
(3) Current assets
(a) Current investments
(b) Inventories
(c) Trade receivables
(d) Cash and cash equivalents
(e) Short -term loans and advances
(f) Other current assets

Significant accounting policies


Other notes forming part of the financial statements

9
9
10
11
12

In terms of our report attached

For and on behalf of the Board of Directors

For Deloitte Haskins & Sells


Chartered Accountants

Arjun Handa
Managing Director & CEO

Gaurav J. Shah
Partner

Kirit Kanjaria
VP - Company Secretary & Compliance Officer

Place : Ahmedabad
Date : 28th February, 2014

Place : Ahmedabad
Date : 28th February, 2014

66

Chandrasingh S. Purohit
Whole Time Director

Claris Lifesciences Limited - Annual Report 2013

Claris Lifesciences Limited and its Subsidiaries

Consolidated Statement of Profit & Loss


For the year ended on 31st December, 2013

(Rupees in Lacs)
For the year ended on
31-12-2013

Notes
Revenue
I. Revenue from operations
(a) Gross sales
Less : Excise duty
Net sales
(b) Operating income
Revenue from operations (net)
II. Other income
III. Total Revenue ( I+ II )
IV. Expenses
Cost of materials consumed
Purchase of stock-in-trade
Changes in inventories of finished goods and work-in-progress
Employee benefits expense
Finance costs
Depreciation and amortization expense
Other expenses
Total expenses
V. Profit before Exceptional items and tax ( III- IV)
VI. Exceptional items
Profit on disposal of infusion business
(Discontinuing Operations) under slump sale
VII. Profit before tax (V+VI)
VIII. Tax Expense :
(a) Current tax
(b) Deferred tax
(c) MAT credit entitlement
(d) Short / (Excess) provision of tax of earlier years

For the year ended on


31-12-2012

16

17

18
18
19
20
21
22

33

IX. Profit After Tax and before share of Profit/ (loss) of Associate (VII-VIII)
Profit after tax comprises of :
a. Profit from Continuing Operations (after tax)
b. Profit from Discontinuing Operations (before tax)
33
c. Profit on disposal of infusion business (discontinuing operation) under slump sale
d. (Add) / Less: Tax expense / (Reversal) of discontinuing operations;
i) Tax expense of Discontinuing Operations"
ii) Tax on disposal of infusion business under slump sale (net of reversal of deferred
taxes of Rs. 2,885.18 Lacs)"
X. Share in Loss of Associate
XI. Profit for the year
XII. Earnings per share - Basic & Diluted
(Nominal value per equity share of Rs.10)"
32
a. Continuing Operations
b. Total Operations
* Refer Note 33 ( c )
Significant accounting policies
1
Other notes forming part of the financial statements
2-34

66,791.43
953.88
65,837.55
938.65
66,776.20
4,058.75
70,834.95

77,622.98
1,350.64
76,272.34
464.36
76,736.70
1,029.49
77,766.19

15,091.00
9,095.54
518.89
5,097.56
5,219.45
6,535.38
20,034.56
61,592.38
9,242.57

21,780.21
4,686.38
(1,418.05)
5,235.68
6,505.26
7,426.91
19,971.68
64,188.07
13,578.12

1,505.98
10,748.55

13,578.12

4,106.99
(1,265.97)
(633.31)
2,207.71
8,540.84

2,081.64
1,129.79
(0.43)
(24.00)
3,187.00
10,391.12

4,340.32
2,958.62
1,505.98

*
*
*

884.52

(620.44)
(99.87)
8,440.97

*
10,391.12

6.80
13.23

*
16.28

For and on behalf of the Board of Directors


In terms of our report attached
For Deloitte Haskins & Sells
Chartered Accountants

Arjun Handa
Managing Director & CEO

Chandrasingh S. Purohit
Whole Time Director

Gaurav J. Shah
Partner

Kirit Kanjaria
VP - Company Secretary & Compliance Officer

Place : Ahmedabad
Date : 28th February, 2014

Place : Ahmedabad
Date : 28th February, 2014

Claris Lifesciences Limited - Annual Report 2013

67

Claris Lifesciences Limited and its Subsidiaries

Consolidated Cash Flow Statement


For the year ended on 31st December, 2013

(Rupees in Lacs)
For The Year ended on
31-12-2013

For The Year ended on


31-12-2012

A. Cash Flow From Operating Activities


1. Profit before tax

10,748.55

13,578.12

2. Adjustment for :
Depreciation and amortisation expense
Finance cost
Interest income
(Profit)/Loss on sale of fixed assets - (Net)
Provision for doubtful debts and advances
Bad debts written-off
Gain on sale of Units of Mutual Funds
Share in Loss from Associate
Profit on disposal of infusion business under slump sale
Unrealised foreign exchange rate difference (gain)/loss (Net)

6,535.38
5,219.45
(3,275.00)
32.66
(519.87)
99.87
(1,505.98)
2,582.47

7,426.91
6,505.26
(680.51)
(1.11)
73.65
(696.21)

Operating profit before working capital changes (1+2)

19,917.53

26,206.11

3. Adjustments for working capital changes:


Decrease / (increase) in trade and other receivables
Decrease / (increase) in inventories
(Decrease) / increase in trade and other payables
Cash generated from/(used in) operations

386.45
553.82
(4,835.70)
16,022.10

8,355.42
(1,532.25)
2,875.16
35,904.43

4. Direct taxes paid

(1,683.77)

(2,486.67)

Net Cash Generated From/(Used in) Operating Activities [A]

14,338.33

33,417.76

B. Cash Flow From Investing Activities


Purchase of fixed assets (Including Capital Advances)
Proceeds from Sale of fixed assets
Proceeds from disposal of infusion business under slump sale
Purchase of Current Investments
Investment in Associate Company
Share in Loss from Associate
Interest received
Gain on sale of Units of Mutual Funds

(28,230.94)
1,267.66
105,040.00
(60,881.99)
(195.00)
(99.87)
2,280.90
519.87

(44,316.78)
13.69
642.10
-

19,700.63

(43,660.99)

(17,940.22)
(9,491.02)
(5,580.07)
(1,276.35)
(34,287.66)

12,256.70
1,088.49
(6,241.84)
(1,276.35)
5,827.00

(248.70)
7,628.15
7,379.45

(4,416.23)
12,044.38
7,628.15

Net Cash Generated/(Used in) Investing Activities [B]


C. Cash Flow From Financing Activities
Proceeds from long term borrowings (Net)
Proceeds from short term borrowings (Net)
Interest paid
Dividend paid
Net Cash Generated From/(Used in) Financing Activities [C]
Net Increase/(Decrease) In Cash & Cash Equivalents [A+B+C]
Cash & Cash Equivalents at the beginning of the Year
Cash & Cash Equivalents at the end of the Year

68

Claris Lifesciences Limited - Annual Report 2013

Claris Lifesciences Limited and its Subsidiaries

Consolidated Cash Flow Statement


For the year ended on 31st December, 2013

(Rupees in Lacs)
For The Year ended on
31st Dec 2013

Notes:
1 A) Components of Cash & Cash Equivalents
Cash on hand
Cheques on hand
Balances with banks
- In Current accounts
- In Margin money
- In Fixed deposit account
- In Fixed deposit account with Financial Institution
B) Cash and cash equivalents not available for
immediate use
a) In Margin money and fixed deposit accounts
b) Unclaimed share application money lying in escrow account
c) Unclaimed dividend account
Cash & Cash Equivalents as per Note 15 (A+B)
2 Interest paid is exclusive of and purchase of fixed assets is inclusive of interest capitalised

For The Year ended on


31st Dec 2012

4.15
-

8.41
84.00

6,584.54
665.76
125.00
7,379.45

3,142.76
392.98
4,000.00
7,628.15

2,076.95
0.18
2.77
2,079.90
9,459.35

4,139.18
0.18
1.92
4,141.28
11,769.43

780.58

788.49

3 The above cash flow statement has been prepared under the "Indirect Method" as set out in
the Accounting Standard - 3 on Cash Flow Statement issued by the Institute of
Chartered Accountants of India.
4 Cash Flow Statement reflects the combined cash flows pertaining to continuing and
discontinuing operations.
5 The previous year's figures have been regrouped wherever necessary.

In terms of our report attached

For Deloitte Haskins & Sells


Chartered Accountants

For and on behalf of the Board of Directors


Arjun Handa
Managing Director & CEO

Chandrasingh S. Purohit
Whole Time Director

Gaurav J. Shah
Partner

Kirit Kanjaria
VP - Company Secretary & Compliance Officer

Place : Ahmedabad
Date : 28th February, 2014

Place : Ahmedabad
Date : 28th February, 2014

Claris Lifesciences Limited - Annual Report 2013

69

Notes forming part of the Financial Statements


1. SIGNIFICANT ACCOUNTING POLICIES:
1.1Basis of preparation of Financial Statements
The Consolidated financial statements are prepared under the historical cost convention on the accrual basis of accounting, in
accordance with the requirements of the Companies Act, 1956, including the accounting standards notified by the Central
Government of India under Section 211 (3C) of the Companies Act, 1956.
1.2Principles of Consolidation
The consolidated financial statements include the financial statements of Claris Lifesciences Limited (the Company), and its
subsidiaries as described in Note 23 (collectively referred to as the Group).
The consolidated financial statements have been prepared on the basis of Accounting Standard 21, Consolidated Financial
Statements, issued by the Institute of Chartered Accountants of India.
The financial statements of the parent Company and its subsidiaries have been combined on a line- by- line basis by adding
together the book values of like items of assets, liabilities, income and expenses after eliminating intra-group balances /
transactions and resultant unrealized profits / losses in full. The amounts shown in respect of reserves comprise the amount of the
relevant reserves as per the balance sheet of the parent Company and its share in the post-acquisition increase in the relevant
reserves of the subsidiaries. The excess or deficit of parents portion of equity in the subsidiary Company over its cost of investment,
if any, is treated as a capital reserve or recognized as goodwill respectively.
The consolidated financial statements are prepared using uniform accounting policies for like transactions and other events in
similar circumstances except where it is not practicable to do so. Considering that the financial statements of the foreign
subsidiaries have been prepared under the laws and regulations applicable to their respective country of incorporation, these
consolidated financial statements have been prepared substantially in the same format adopted by the Company to the extent
possible, as required by the Accounting Standard AS 21 Consolidated Financial Statements issued by the Institute of Chartered
Accountants of India.
In case of foreign subsidiaries, revenue items are consolidated at the average rate prevailing during the period. All assets and
liabilities are converted at the rates prevailing at the end of the period. Exchange gains/losses arising on conversion are recognized
under Foreign Currency Translation Reserve.
The consolidated financial statements include the share of profit / loss of the associate companies which have been accounted for
using equity method as per AS 23 Accounting for Investments in Associates in Consolidated Financial Statements. Accordingly, the
share of profit/ loss of each of the associate companies ( the loss being restricted to the cost of investment) has been added to /
deducted from the cost of investments.
1.3Use of estimates
The preparation of financial statements, in conformity with the generally accepted accounting principles requires that the
management makes estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent
liabilities as at the date of the financial statements and the reported amount of revenues and expenses during the reporting period.
Actual results could differ from those estimates. Difference between the actual results and estimates are recognized in the period
in which the results are known / materialized.
1.4Fixed assets
Fixed assets are capitalized at cost including all direct costs and other expenses incurred in connection with acquisition of assets
and are net of refundable taxes and levies.
1.5Depreciation
Indian Companies
i) Depreciation on Fixed Assets is provided on the straight-line method at the rates and in the manner prescribed under Schedule
XIV of the Companies Act, 1956 or at the rates based on estimated useful life whichever is higher.
ii) Leasehold improvements are amortized over a period of 36 months.
iii)Intangible assets are stated at cost and are amortized equally over a period of five years from the year in which incurred.
Foreign Companies
Depreciation has been provided by the Foreign Companies on methods and at the rates required / permissible by the local laws so as
to write-off assets over their useful life.

70

Claris Lifesciences Limited - Annual Report 2013

Notes forming part of the Financial Statements


1.6Goodwill
Goodwill arising on consolidation is not amortized but is tested for impairment periodically.
1.7Investments
Long-term investments are stated at cost. Any diminution in the value, other than temporary, is provided for. Current investments
are carried individually, at lower of cost and fair value.
1.8Inventories
I) Inventories are valued at cost or net realizable value, whichever is less.
ii) In case of Parent Company the cost (net of refundable taxes and levies) for raw materials and packing materials is computed on
Moving Average basis.
iii) The cost of work in progress and finished goods is determined on absorption cost basis and comprises of cost of materials, direct
labour and manufacturing overheads.
1.9Revenue recognition
a. Sales include sales of products, dossiers and marketing rights. Sales include excise duty and exchange differences on sales
transactions, but are net of sales tax. Sales are recognized at the time when significant risks and reward of ownership in the
goods are transferred.
b. Revenue in respect of other income is recognized when no significant uncertainty as to its determination or realization exists.
1.10 Employee benefits
Contributions to provident and other funds accruing during the accounting period are charged to the Statement of profit and loss.
Provision for liabilities in respect of gratuity and leave encashment are accrued and provided at the end of each accounting period
on the basis of actuarial valuation.
1.11 Foreign currency transactions
Transactions denominated in foreign currencies are recorded at the exchange rate prevailing at the time of the transaction.
Monetary items denominated in foreign currencies at the year-end are restated at the year-end rates. In case of items, which are
covered by forward exchange contracts, the difference between the year end rate and the rate on the date of contract is recognized
as exchange difference and the premium paid on forward contracts is recognized over the life of the contract.
Non-monetary foreign currency items are carried at cost.
Any income or expense on account of exchange difference either on settlement or on translation is recognized in the profit and loss
account, except, for the exchange differences arising on settlement or on translation of long-term foreign currency monetary
items after 1st April 2011, so far as they relate to the acquisition of a depreciable capital asset, are added to or deducted from the
cost of the asset and are depreciated over the balance life of the asset.
1.12 Research and development expenses
Revenue expenditure on Research and Development is expensed as incurred. Expenses of capital nature are capitalized and
depreciation is provided thereon as per the policy stated above.
1.13 Expenditure on product registration
Expenditure incurred for registration of products for overseas markets and for product acquisitions are charged to the profit & loss
account.
1.14 Borrowing costs
Borrowing costs consist of interest and other costs that the Group incurs in connection with the borrowing of funds and exchange
differences arising from foreign currency borrowing to the extent that they are regarded as an adjustment to interest costs.
Borrowing costs that are attributable to acquisition / construction of qualifying assets are capitalized as part of cost of such assets.
A qualifying asset is one that necessarily takes substantial period of time to get ready for intended use. All other borrowing costs
are charged to the profit & loss account
1.15 Leases
Lease rentals in respect of assets taken on operating leases are charged to the profit and loss account on accrual and straight-line
basis over the lease term.
Claris Lifesciences Limited - Annual Report 2013

71

Notes forming part of the Financial Statements


1.16 Taxes on Income
Indian Companies
Current taxation
Current tax provision is determined on the basis of taxable income computed as per the provisions of the Income Tax Act, 1961.
Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives future economic benefits in the form of
adjustment to future income tax liability, is considered as an asset if there is convincing evidence that the Company will pay
normal income tax. Accordingly, MAT is recognised as an asset in the Balance Sheet when it is probable that future economic
benefit associated with it will flow to the Company.
Deferred taxation
Deferred tax is recognized for all timing differences that are capable of reversal in one or more subsequent periods, subject to
consideration of prudence and by applying tax rates that have been enacted or substantively enacted as on the balance sheet date.
Foreign Companies
Foreign companies recognize tax liabilities and assets in accordance with the applicable local laws.
1.17 Provisions, Contingent Liabilities and Contingent Assets
Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation as a result
of past events and it is probable that there will be an outflow of resources. Contingent liabilities are not recognized but are
disclosed in the notes to the financial statements. Contingent assets are neither recognized nor disclosed in the financial
statements.

72

Claris Lifesciences Limited - Annual Report 2013

Claris Lifesciences Limited and its Subsidiaries

Notes forming part of the Financial Statements


(Rupees in Lacs)
Notes

As at
31-12-2013

As at
31-12-2012

12,051.00

12,051.00

6,381.78
6,381.78

6,381.78
6,381.78

63,817,765
63,817,765

63,817,765
63,817,765

31,580,679
49.49
7,111,095
11.14
6,844,532
10.73
-

7,111,095
11.14
23,780,172
37.26
7,800,507
12.22
3,371,532
5.28
4,653,120
7.29

17,061,763

17,061,763

2. SHARE CAPITAL
Authorised
120,510,000 Equity Shares of Rs. 10 each
Issued, Subscribed, & Paid up :
63,817,765 Equity Shares of Rs. 10 each fully paid-up

(i) Reconciliation of number of equity shares outstanding at the beginning and


at the end of the reporting year :
As at beginning of the year
Add: Issued during the year
Outstading at the end of the year

Nos.
Nos.
Nos.

(ii) Rights preferences and restrictions attached to equity shares


The Company has one class of equity shares having a face value of Rs. 10 per share.
Each shareholder is eligible for one vote per equity share held. The dividend proposed by
the Board of Directors is subject to the approval of the shareholders at the ensuing
Annual General Meeting, In the event of liquidation, the equity shareholders are eligible to
receive the remaining assets of the Company after distribution of all preferential amounts,
in proportion of their shareholding.
(iii) Shareholders holding more than 5% of total equity shares
Athanas Enterprise Private Limited
First Carlyle Ventures III
Abellon Energy Limited
Sarjan Financial Private Limited
Arjun Handa
Aditya S. Handa
Medical Technologies Limited

Nos.
%
Nos.
%
Nos.
%
Nos.
%
Nos.
%
Nos.
%
Nos.
%

(iv) Details of bonus shares issued during last five years


Equity shares allotted as fully paid-up shares of Rs.10 each for a consideration other than
cash pursuant to capitalisation of securities premium account during the financial year
ended December 31st, 2010
Nos.
(v) The Board of Directors at their meeting held on 7th January, 2014 have, subject to the
approval of shareholders by way of a Special Resolution through postal ballot and other
regulatory compliances required under applicable laws, recommended a proposal to buy back,
on a proportionate basis, from the shareholders/beneficial owners of the equity shares of the
Company as on the record date, up to 92,50,000 equity shares of the face value of Rs. 10 each
(representing 14.49 % of the total equity share capital of the Company) at the price of Rs. 250
per equity share aggregating to Rs. 23,125 Lacs which is less than 25% of the aggregate of
equity share capital and free reserves of the Company as per audited financial statements of
the Company for the financial year ended December 31, 2012 through Tender Offer route as
prescribed under the Securities and Exchange Board of India (Buy-Back of Securities)
Regulations, 1998.

Claris Lifesciences Limited - Annual Report 2013

73

Claris Lifesciences Limited and its Subsidiaries

Notes forming part of the Financial Statements


(Rupees in Lacs)
Notes

As at
31-12-2013

As at
31-12-2012

3. RESERVES & SURPLUS


Capital redemption reserve

500.00

500.00

34,584.62
20,848.00
55,432.62

34,584.62
34,584.62

General reserve
Opening Balance
Add : Transferred from surplus in the Statement of Profit and Loss
Closing Balance

5,267.70
830.00
6,097.70

4,702.70
565.00
5,267.70

Foreign currency translation reserve

6,432.31

3,448.93

64,703.67
8,440.97

56,360.96
10,391.12

5,743.60
976.12
9.86
830.00
65,585.06
134,047.69

1,276.35
207.06
565.00
64,703.67
108,504.92

11,379.97
6.87

19,173.00
9,282.15
22.38

1,293.91
2.19
12,682.94

1,410.00
7.13
29,894.66

3,406.04
17.64

4,147.55
32.16

120.00
4.94
3,548.62

90.00
7.41
4,277.12

8,305.87
2,240.78
10,546.65
26,778.21

18,054.63
1,983.04
20,037.67
54,209.45

Securities premium account


Opening Balance
Add : Proportionate share in Associate Company
Closing Balance

Surplus / (Deficit) in the Statement of Profit and Loss


Opening Balance
Add : Net profit for the year
Less : Appropriations
Proposed Interim Dividend [Rs.9 per share (Previous Year : Nil)]
Proposed Dividend [Nil (Previous Year : Rs.2 per share)]
Tax on Interim Dividend
Tax on Dividend of earlier year
Transferred To General Reserve
Closing Balance
4. BORROWINGS
Secured:Long-term borrowings, non-current portion
Term loans from banks
External commercial borrowing-in Foreign Currency
Rupee term loans
Vehicle loans
Term loans from Finance Companies
Rupee term loan
Vehicle loan
Long-term borrowings, current portion
Term loans from banks
Rupee term loans
Vehicle loans
Term loans from Finance Companies
Rupee term loan
Vehicle loan
Short-term borrowings
Cash Credit accounts
Buyers' credit

74

Claris Lifesciences Limited - Annual Report 2013

Claris Lifesciences Limited and its Subsidiaries

Notes forming part of the Financial Statements


(Rupees in Lacs)
Notes

As at
31-12-2013

As at
31-12-2012

5. DEFERRED TAX LIABILITIES ( NET )


Deferred tax liabilities
Difference between book depreciation and depreciation under the
Income-tax Act ,1961 ( IT Act )

6,455.39

7,917.97

406.92

455.64

170.28
577.20
5,878.19

318.71
774.35
7,143.62

133.53

3,548.62
181.50
105.01
1,663.02
2,112.65
3,119.52
0.18
2.77
10,000.00
311.71
21,044.98
21,044.98

4,277.12
172.21
474.92
1,212.75
4,067.81
3,852.31
0.18
1.92
0.00
416.66
14,475.88
14,609.41

28
28

332.97
308.53
641.50

443.32
489.57
932.89

28
28

28.78
34.16
2,256.55
5,743.60
976.12
9,039.21
9,680.71

28.50
32.00
467.18
1,276.35
207.06
2,011.09
2,943.98

108.19
10,720.61
10,828.80

77.59
10,635.09
10,712.68

Deferred tax assets


Disallowances of provisions / expenses
Share issue expenses set off against share premium allowable under Section 35D of
IT Act, 1961 in subsequent years
Net Deferred Tax Liability
6. OTHER LIABILITIES
Other long-term liabilities
Advances from customers
Other current liabilities
Current maturities of long-term debt
Interest accrued and due on borrowings
Interest accrued but not due on borrowings
Payables on purchase of fixed assets
Trade advances
Trade deposits
Unclaimed Share Application Money *
Unclaimed Dividend *
Advances from related parties
Payables to statutory and other authorities

*Note: There is no amount due and outstanding as at the Balance Sheet date to be credited
to Investor Education and Protection Fund
7. PROVISIONS
Long-term provisions
Provision for employee benefits
Gratuity
Leave benefits
Short-term provisions
Provision for employee benefits
Gratuity
Leave benefits
Taxation (Net of payments)
Proposed dividend
Proposed Interim Dividend
Tax on Proposed Dividend

8. TRADE PAYABLES
Sundry creditors
Micro & small enterprise
Others

Claris Lifesciences Limited - Annual Report 2013

75

Claris Lifesciences Limited and its Subsidiaries

Notes forming part of the Financial Statements


(Rupees in Lacs)

9. FIXED ASSETS
Depreciation / Amortisation

Gross Block (At Cost)


Sr. Description
No. of Assets

A
1
2
3
4
5
6
7
8
9

As at
Additions
01-01-13
during
the year

Tangible Assets
Freehold Land
1,530.78
Buildings
13,422.60 1,042.53
Improvement to leasehold
268.07
property
Plant & Machinery
88,944.62 4,417.90
Electrical Installation
3,788.32
97.33
Furniture & Fixtures
937.58
Office Equipments
218.95
16.18
Vehicles
832.61
8.33
Data Processing
937.92
112.33
Equipments
Total (A)
110,881.45 5,694.60
Previous Year
89,411.42 21,501.36
Intangible Assets
Computer Software
Licensing & Registration
Total (B)
Previous Year
TOTAL (A+B)
Previous Year

509.76
6,671.27
7,181.03
561.46

Deductions Exchange
during fluctuation
the year*

As at
31-12-13

617.28
8,528.84
265.52

0.03

913.50
5,936.29
2.58

31,980.06
1,436.62
245.48
1.63
53.62
28.74

(4.08)
(0.99)
1.15
1.60
0.22

61,378.38
2,449.03
691.11
234.65
788.92
1,021.73

43,157.79
31.33

(2.07)

73,416.19
110,881.45

509.76

867.78
867.78
-

199.90
7,539.05
7,738.95
7,181.03

865.71

81,155.14
118,062.48

199.90
199.90
6,671.27

509.76
51.70

118,062.48 5,894.50
89,972.88 28,172.63

43,667.55
83.03

Upto
01-01-13

2,273.08
268.07

338.90
-

1,513.60
265.52

0.03

25,200.71 5,125.84
876.74
155.20
353.79
56.19
101.72
18.86
414.35
75.48
789.69
46.92

10,849.20
318.59
89.96
0.62
37.15
24.28

(0.91)
(0.92)
0.53
1.60
0.21

30,278.15 5,817.39 13,098.92


23,106.52 7,190.38
18.75

0.54
-

509.76
217.34
727.10
542.27

Net Block

As at
For the Deduction Exchange
Upto
As at
Year
during fluctuation 31-12-13 31-12-13 31-12-12
the year*

3.40
714.59
717.99
236.53

509.76
509.76
51.70

31,005.25 6,535.38 13,608.68


70.45
23,648.79 7,426.91

68.77
68.77
69.31

1,098.38
2.58

913.50
4,837.91
-

1,530.78
11,149.52
-

19,476.44 41,901.94
713.35 1,735.68
319.10
372.01
120.49
114.16
454.28
334.64
812.54
209.19

63,743.91
2,911.58
583.79
117.23
418.26
148.23

22,997.16 50,419.03 80,603.30


30,278.15 80,603.30
3.40
1,000.70
1,004.10
727.10

196.50
6,538.35
6,734.85
6,453.93

6,453.93
6,453.93
-

24,001.26 57,153.88 87,057.23


31,005.25 87,057.23

* Deductions include transfers on slump sale of Infusion business


(Rupees in Lacs)
Notes

As at
31-12-2013

As at
31-12-2012

10. INVESTMENTS (AT COST)


1. Non-current Investments ( valued at cost ) , long term
I. Trade
A. In Equity Instruments of Associate , unquoted
(i) Claris Otsuka Limited 20,00,000 (Previous Year - Nil) Equity Shares of
Rs. 10/- each fully paid-up.
Add: Proportionate Share in Securities Premium
Less: Share in Loss of Associate
II. Non-Trade
A. In Equity instruments of other entities, unquoted
(i) Indian Renal Foundation
19,400 Equity Shares of Rs. 10/- each fully paid
Total non-current

200.00
20,848.00
(99.87)
20,948.13

1.94

1.94

20,950.07

1.94

1,000.00

1,000.00

2,000.00

2. Current Investments
A. In Preference Shares of Other Entities, quoted
(i) L&T Finance Holding Limited
10,00,000 (Previous Year - Nil )9% Cumulative Compulsorily Redeemable
Preference Shares of Rs. 100 each, fully paid up
(ii) IL & FS Transportation Networks Ltd
50,00,000 (Previous Year - Nil) 10.53% Cumulative Non-Convertible Compulsorily
Redeemable Preference Shares of Rs. 20 each, fully paid up

76

Claris Lifesciences Limited - Annual Report 2013

Claris Lifesciences Limited and its Subsidiaries

Notes forming part of the Financial Statements


(Rupees in Lacs)
Notes
B. In Bonds/Debentures of other entities , quoted
(i) India Infrastructure Finance Company Limited
1,00,000 units (Previous Year - Nil ) of 8.50% Tax Free Secured, Redeemable,
Non-Convertible Bonds of Rs. 1,000 each
(ii)India Infrastructure Finance Company Limited
1,00,000 units (Previous Year - Nil ) of 8.66% Tax Free Secured, Redeemable,
Non-Convertible Bonds of Rs. 1,000 each
(iii) India Infoline Finance Limited
22,500 units (Previous Year - Nil ) of 11.50% Secured Redeemable
Non- Convertible Debentures of Rs. 10,000 each
(iv) India Infoline Finance Limited
1,14,692 units (Previous Year - Nil ) of 11.70% Secured Redeemable
Non Convertible Debentures of Rs. 1,000 each

1,000.00

2,692.17

1,451.70

6,143.87

7,777.12
1,705.73
5,500.00
300.00
500.00
500.00
2,200.00
18,482.85

2,372.72
4,675.68
2,372.36
4,637.01
480.39
6,846.83
4,528.48
4,813.53
30,727.00

1,528.27

2,000.00
3,528.27
60,881.99

Total Investments

81,832.06

1.94

Aggregate amount in quoted investments


Aggregate amount in unquoted investments
Aggregate amount invested in Mutual Funds
Aggregate market value of quoted investments
Aggregate market value of Mutual Funds

8,143.87
55,205.34
18,482.85
8,263.47
18,564.27

1.94
-

Other Investments
a) In Commercial Papers
(I) 500 units (Previous Year - Nil ) of Tata Motors Finance Limited
(ii)1,000 units (Previous Year - Nil ) of Shapoorji Pallonji & Company Limited
(iii) 500 units (Previous Year - Nil ) of Religare Securities Limited
(iv) 980 units (Previous Year - Nil ) of Reliance Capital Limited
(v) 100 units (Previous Year - Nil ) of L&T Finance Holding Limited
(vi) 1,500 units (Previous Year - Nil ) of JM Financial Products Limited
(vii) 1,000 units (Previous Year - Nil ) of Edelweiss Financial Services Limited
(viii) 1,000 units (Previous Year - Nil ) of Axis Finance Limited
b) Pass Through Certificate
(I) 2,266 units (Previous Year - Nil ) of Shinning Metal Trust
c) Corporate Deposit with Infrastructure Leasing & Financial Services Limited
Total Current Investments

a.
b.
c.
d.
e.

As at
31-12-2012

1,000.00

C. Investments in Mutual Funds


(i) 2,55,561.926 units (Previous Year - Nil ) of Reliance Liquid Fund
(ii)65,22,965.128 units (Previous Year - Nil ) of HDFC Cash Management Fund
(iii) 3,19,227.335 units (Previous Year - Nil ) of Religare Invesco Liquid Fund
(iv) 30,00,000 units (Previous Year - Nil ) of IIFL-Short Term Income Fund
(v) 21,96,595.277 units (Previous Year - Nil ) of HDFC Gilt Fund
(vi) 36,52,487.709 units (Previous Year - Nil ) of IDFC Government Securities Fund
(vii) 1,81,595.405 units (Previous Year - Nil ) of Principal Cash Management Fund
D

As at
31-12-2013

Claris Lifesciences Limited - Annual Report 2013

77

Claris Lifesciences Limited and its Subsidiaries

Notes forming part of the Financial Statements


(Rupees in Lacs)
Notes

For the year ended on


31-12-2013

For the year ended on


31-12-2012

11. LOANS AND ADVANCES


[Unsecured and considered good, unless otherwise stated]
Non-current loans and advances
Capital advances
Security & tender deposits
MAT credit entitlement
Balance with government authorities
Electricity and other deposits
Current loans and advances
Considered good
Loans and advances to related parties
Balance with government authorities
Advances to suppliers
Advances recoverable in cash or kind
Considered doubtful
Loans and advances to related parties
Less : Provision for doubtful advances

17,175.21
966.88
1,155.50
169.53
19,467.12

27,340.93
702.45
520.46
118.19
170.07
28,852.10

1,076.65
2,446.07
1,012.16
4,534.88

32.66
770.04
11,743.12
1,025.34
13,571.16

32.66
32.66
4,534.88

13,571.16

24,002.00

42,423.26

126.00

892.53
51.70
219.07
1,163.30
1,163.30

87.21
81.99
169.20
295.20

1,107.27
902.35
1,237.93
1,249.87
4,497.42

1,631.86
1,448.53
1,469.76
13,878.35
18,428.50

5,291.70
33.26
5,324.96

5,762.00
32.02
5,794.02

10,359.57
10,359.57
33.26
15,651.27

17,061.17
17,061.17
32.02
22,823.17

12. OTHER ASSETS


[Unsecured and considered good, unless otherwise stated]
Other non-current assets
Fixed deposit accounts {pledged with bank}
Other current assets
Interest accrued
On Bonds
On Fixed Deposits
On Others

13. INVENTORIES
Raw materials
Packing materials
Work in process
Finished goods

14. TRADE RECEIVABLES


(Unsecured)
Exceeding six months from the date they became due
Considered good
Considered doubtful
Others
Considered good
Less : Provision for doubtful debts

78

Claris Lifesciences Limited - Annual Report 2013

Claris Lifesciences Limited and its Subsidiaries

Notes forming part of the Financial Statements


(Rupees in Lacs)
Notes

For the year ended on


31-12-2013

For the year ended on


31-12-2012

15. CASH AND CASH EQUIVALENTS


Cash on hand
Cheques on hand
Balances with scheduled banks :
Current accounts
Margin money accounts
Fixed deposit accounts
Unclaimed share application money lying in escrow account
Unclaimed dividend account

4.15
-

8.41
84.00

6,584.54
2,742.71
125.00
0.18
2.77
9,455.20
9,459.35

3,142.76
3,032.16
5,500.00
0.18
1.92
11,677.02
11,769.43

66,791.43
953.88
65,837.55

77,622.98
1,350.64
76,272.34

277.73
448.01
212.91
938.65
66,776.20

208.67
255.69
464.36
76,736.70

316.85
247.40
2,655.59
55.16
3,275.00
519.87
235.51
28.37
4,058.75

419.54
242.80
18.17
680.51
215.31
115.40
18.27
1,029.49

9,311.93
5,779.07
15,091.00
9,095.54
24,186.54

14,526.63
7,253.58
21,780.21
4,686.38
26,466.59

1,237.65
1,277.97
2,515.62

1,469.76
13,878.35
15,348.11

1,469.76
1,564.75
3,034.51
518.89

1,203.95
12,726.11
13,930.06
(1,418.05)

4,825.25
156.64
115.67
5,097.56

4,931.88
187.90
115.90
5,235.68

16. REVENUE FROM OPERATION


Sales
Sales of products
Less : Excise duties
Operating income
Export benefits
Income from Shared Services
Sale of scrap

17 : OTHER INCOME
Interest Income
a. Interest from banks on :
(i) Deposits
(ii) Other balances
b. Interest income from current investments
c. Others
Profit On Sales on Mutual Fund
Sale of voluntary carbon reduction units
Provision for product recall no longer required written-back
Miscellaneous income

18 : COST OF MATERIALS CONSUMED, PURCHASE OF STOCK IN TRADE


Raw materials consumed
Packing materials consumed
Purchase of goods traded-in
19 : CHANGES IN INVENTORIES OF FINISHED GOODS (WORK-IN-PROGRESS)
Stocks at the end of the year
Work-in progress
Finished goods
Stocks at the beginning of the year
Work-in progress
Finished goods *

*Opening stock of finished goods is after adjustment in respect of the slump sale of infusion
business and other related agreements
20 : EMPLOYEE BENEFITS EXPENSE
Salaries, Wages, Bonus & Gratuity
Contribution to Provident and other funds
Staff Welfare
Claris Lifesciences Limited - Annual Report 2013

79

Claris Lifesciences Limited and its Subsidiaries

Notes forming part of the Financial Statements


(Rupees in Lacs)

Notes

For the year ended on


31-12-2013

For the year ended on


31-12-2012

21 : FINANCE COST
Interest expense
Other borrowing cost
Bank charges

4,029.13
655.09
535.23
5,219.45

5,107.55
753.98
643.73
6,505.26

131.13
994.02
1,074.10
1,807.51
145.99
5,704.61
789.25
1,986.93
675.69
1,773.50
100.90
246.67
386.80
54.71

408.33
652.97
1,272.85
3,472.16
145.99
4,462.77
690.15
1,922.64
504.31
1,533.91
95.10
223.42
414.02
68.77

128.66
176.12
488.61
32.66
1,188.76
(73.71)
756.77
254.24
131.64
1,051.41
27.59
20,034.56

85.78
210.32
380.88
73.65
192.58
63.29
1,513.16
276.36
127.86
1,169.46
10.95
19,971.68

22 : OTHER EXPENSES
Conversion charges
Stores & spares consumed
Contract labour charges
Power & fuel
Insurance
Outward freight
Commission
Marketing and sales promotion expenses
Laboratory expenses
Travelling expenses
Stationery & printing
Communication expenses
Rent
Rates and taxes
Repairs to
Building
Plant & machinery
Others
Bad debts written-off
Provision for doubtful debts and advances
Foreign exchange rate difference (Net)
Excise duty
Consultancy fees
Legal fees & charges
Professional charges
General charges
Donations

23. Description of the Group


The following subsidiary companies are considered in the consolidated financial statements.
Name of the Company

Subsidiary Companies
iCubix Infotech Limited
Claris Lifesciences International Limited
Ogen Nutrition Limited
Claris Infrastructure Limited
Claris Produtos Farmaceuticos do Brasil Ltda.
PT. Claris Lifesciences Indonesia
Claris Lifesciences Colombia Ltda.
Catalys Venture Cap Limited
Claris Lifesciences Venezuela C. A.
Claris Lifesciences Inc.
Claris Lifesciences (UK) Limited
Claris Lifesciences & Cia. Chile Limitada
Claris Lifesciences (Aust) Pty Limited
Claris Lifesciences de Mexico S.A. de C.V.
Claris Lifesciences Philippines, INC.
Claris SteriOne
Claris Pharmaservices
Claris Otsuka Limited ( Upto 31st July, 2013)
Associate Company
Claris Otsuka Limited (from 1st August, 2013)
80

Country of
Incorporation

% of Holding either directly


or indirectly or through
subsidiary as at 31-12-2013

% of Holding either directly


or indirectly or through
subsidiary as at 31-12-2012

India
India
India
India
Brasil
Indonesia
Colombia
Mauritius
Venezuela
USA
UK
Chile
Australia
Mexico
Philippines
Mauritius
Mauritius
India

100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
-

100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100

India

20

Claris Lifesciences Limited - Annual Report 2013

Claris Lifesciences Limited and its Subsidiaries

Notes forming part of the Financial Statements


24. Contingent Liabilities

a. Claims against the Company not acknowledged as debts


b. Disputed demand under :
(I) Income Tax
(ii) Sale tax
(iii) Excise Duty
(iv) Regulatory
c. Guarantees given by the bankers on behalf of the Company
d. Bills discounted
e. Letters of credit outstanding

(Rupees in Lacs)
As at
31-12-2012
2,235.90

As at
31-12-2013
2,516.24
534.98
8.93
85.74
10,400.00
600.55
3,275.94
161.12

392.27
8.93
87.78
104,00.00
509.59
3,905.61
851.10
(Rupees in Lacs)
As at
31-12-2012

25. Commitments & Obligations


As at
31-12-2013
a. Estimated amount of contracts remaining to be executed on capital account
and not provided for (net of capital advances)
b. Outstanding obligation to export goods worth Rs. 6,692.54 Lacs
(Previous year Rs. 36,959.47 Lacs) within the stipulated period as per Export
Promotional Capital Goods Scheme, failing which additional custom duty
payable would amount to

17,971.87

3,736.79

1,860.45

7,622.07

26. Capital Work In Progress includes preoperative expenditure pending allocation to a project under implementation as under
Preoperative Expenses
Opening balance
Add: Interest and finance charges
Consultancy / Professional Fee
Personnel Cost
Foreign Exchange Rate Difference
Other Expenses
Less: Capitalized during the year
Closing balance
Details of Preoperative expenses capitalized during the year:
Fixed Asset

As at
31-12-2013
1367.41
805.86
26.96
81.17
2246.55
9.72
(4,067.28)
470.39

(Rupees in Lacs)
As at
31-12-2012
820.81
788.49
37.70
504.32
9.44
(793.35)
1,367.41

For the Year ended


on 31-12-2013

(Rupees in Lacs)
For the Year ended
on 31-12-2012

Building
Plant & Machinery
Electrical Installation
Total

793.35
793.35

13.81
4,050.18
3.29
4,067.28

27.Pursuant to notification dated 29th December, 2011 issued by Central Government under Companies (Accounting Standard) Amendment Rules,
2009; with effect from April 1, 2011, the Company has exercised the option whereby, the exchange differences arising on settlement or on
translation of long- term foreign currency monetary items, so far as they relate to the acquisition of a depreciable capital asset, are added to or
deducted from the cost of the asset and are depreciated over the balance life of the asset.
For the Year ended
on 31-12-2013
Amount added/(reduced) from capital assets
Amount remaining to be depreciated
28 . Employee Benefits
a. Defined Benefits Plans:
i. Expenses recognized in Profit & Loss Account for the year ended
on 31st December
Short provision made in the books
Current service cost
Interest Cost
Expected return on plan assets
Net actuarial losses (gains)
Total Expenses
Claris Lifesciences Limited - Annual Report 2013

(Rupees in Lacs)
For the Year ended
on 31-12-2012
504.32
958.95

2,246.55
-

(Rupees in Lacs)
Gratuity
2013
2012
56.65
36.18
(46.76)
46.07

1.12
83.79
33.32
(12.29)
105.94

Leave Encashment
2013
2012
41.89
39.67
(39.67)
41.89

0.47
64.03
29.47
121.44
215.41
81

Claris Lifesciences Limited and its Subsidiaries

Notes forming part of the Financial Statements


(Rupees in Lacs)
ii. Reconciliation of Closing balances of changes
in present value of the Defined Benefit Obligation
Opening defined benefit obligation
Service Cost
Interest Cost
Actuarial losses (gains)
Losses (gains) on curtailments
Liabilities extinguished on settlements
Benefits paid
Closing defined benefit obligation

Gratuity
2013
2012
471.82
56.65
36.18
(46.76)
(40.78)
477.11

414.29
83.79
33.32
(12.29)
(47.29)
471.82

Leave Encashment
2013
2012
521.57
41.89
39.67
(39.67)
(53.11)
510.35

384.21
64.03
29.47
121.44
(77.58)
521.57

iii. Reconciliation of Opening and Closing balances of changes


in fair value of plan assets
Opening fair value of plan assets
Expected return on plan assets
Actuarial gains and (losses)
Assets distributed on settlements
Contributions by employer
Benefits paid
Closing balance of fair value of plan assets

477.11

471.82

510.35

521.57

477.11

471.82

510.35

521.57

iv. Net Liability recognized in the Balance sheet


Defined Benefit Obligation
Fair value of plan assets
Present Value of unfunded obligation recognized as liability
v. Past four years data for define benefit obligation and fair value
of plan assets are as under:
Gratuity
Defined Benefit Obligation
Fair value of plan assets
Present Value of unfunded obligation recognized as liability
Leave Encashment
Defined Benefit Obligation
Fair value of plan assets
Present Value of unfunded obligation recognized as liability
vi. Actuarial Assumptions
Discount Rate
Expected rate of salary increase
Mortality
Withdrawal Rates
Retirement Age
Actuarial Valuation Method

for the year ended 31st December,


2012

2011

2010

2009

471.82

414.30

380.93

300.50

471.82

414.30

380.93

300.50

521.57

384.20

365.50

247.60

521.57

384.20

365.50

247.60

31-12-2013

31-12- 2012

9.30%
6.00%
Indian Assured Lives Mortality (2006-08) Ult.
3% younger ages reducing to 1% at old ages
58 Years
Projected Unit Credit Method

8.00%
6.00%
LIC (1994-96) published table of mortality rates
3 % younger age reducing to 1 % old age
58 Years
Projected Unit Credit Method

b. Defined Contribution Plans


Rs. 129.82 lacs (Previous Year Rs. 158.35 lacs) is recognized as an expense in respect of Defined Contribution Plans and is included in the Note
No.20 forming part of Statement of Profit and Loss under the head Contribution to Provident and other funds.
29. Segment Information
(i) Primary Segment:
In accordance with the requirements of Accounting Standard 17 on Segment Reporting, the Group has determined its business segment as
Drugs and Pharmaceuticals. Since all of the Groups business is from Drugs and Pharmaceuticals, there are no other primary reportable
segments. Thus the segment revenue, segment result, total carrying amount of segment liabilities, total cost incurred to acquire segment assets,
the total amount of charge for depreciation during the year are all reflected in the consolidated financial statements as at and for the year ended
31st December, 2013.
82

Claris Lifesciences Limited - Annual Report 2013

Claris Lifesciences Limited and its Subsidiaries

Notes forming part of the Financial Statements


(ii) Secondary Segment (Geographical Segment)

(Rupees in Lacs)
India

Outside India

Total

22,010.53
(35,601.11)

43,827.02
(40,671.23)

65,837.55
(76,272.34)

Carrying amounts of segment asset

1,81,509.43
(166,553.98)

29,582.31
(33,674.74)

2,11,091.74
(200,228.72)

Capital expenditure

5,796.18
(34,746.73)

(6,671.27)

5,796.18
(41,418.00)

Revenue

Note: Figures in brackets are in respect of previous year.


30. Related party disclosures as required by Accounting Standard 18, Related Party Disclosures, issued by the Institute of Chartered
Accountants of India are given below.
(A) Particulars of related parties and nature of relationships:
Name of the Related Parties
A. Associate Company
Claris Otsuka Limited
B. Companies in which Key Management Personnel or their relatives are able to exercise significant influence
Sarjan Financial Private Limited
Medical Technologies Limited
Accelaries Technologies Limited
Enthrills Infotech Limited
C. Key Management Personnel
Mr. Arjun Handa
Mr. Chetan S. Majmudar
Mr. Amish P. Vyas
Mr. Chandrasingh S. Purohit
D. Relatives of Key Management Personnel
Mr. Aditya S. Handa

Claris Lifesciences Limited - Annual Report 2013

83

Claris Lifesciences Limited and its Subsidiaries

Notes forming part of the Financial Statements


(Rupees in Lacs)
For the Year
ended on
31-12-2013

For the Year


ended on
31-12-2012

a) Nature of Transactions
1. Sales
To Associates
Claris Otsuka Limited

1,740.26

2. Sale of Assets
To Associates
Claris Otsuka Limited

3,761.82

3. Services Rendered
To Associates
Claris Otsuka Limited

1,219.94

4. Purchased
From Associates
Claris Otsuka Limited

5,324.70

5. Expense Reimbursed
To Associates
Claris Otsuka Limited

915.08

6. Remuneration Paid
To Key Management Personnel
Mr. Arjun Handa
Mr. Chandrasingh S. Purohit
Mr. Amish P. Vyas
Mr. Chetan S. Majmudar

150.59
47.59
47.59
47.59

150.59
36.59
36.59
36.59

7. Dividend Paid
To Key Management Personnel
Mr. Arjun Handa

156.01

156.01

475.60
93.06

475.60
93.06

67.43

134.01

1,05,040.00

17.32
15.34

195.00

To Companies in which Key Management Personnel or their relatives are able to


exercise significant influence
Sarjan Financial Private Limited
Medical Technologies Limited
To Relative of Key Management Personnel
Mr. Aditya S. Handa
8. Received on Slump Sale
From Associates
Claris Otsuka Limited
9. Doubtful debts/Advances Provided for the year
From Companies in which Key Management Personnel or their relatives are able
to exercise significant influence
Accelaries Technologies Limited
Enthrills Infotech Limited
10. Investment made during the year
Claris Otsuka Limited

84

Claris Lifesciences Limited - Annual Report 2013

Claris Lifesciences Limited and its Subsidiaries

Notes forming part of the Financial Statements


(Rupees in Lacs)
For the Year
ended on
31-12-2013
b) Balance at the end of the year
1. Outstanding Payables
To Companies in which Key Management Personnel or their relatives are able to
exercise significant influence
Accelaries Technologies Limited
2. Outstanding Receivables
From Associates
Claris Otsuka Limited
3. Advances Received Outstanding
To Associate Companies
Claris Otsuka Limited
4. Advances Granted Outstanding Net of provision for Doubtful
From Companies in which Key Management Personnel or their relatives are able to
exercise significant influence Accelaries Technologies Limited
Enthrills Infotech Limited
From Key Management Personnel
Mr. Amish P. Vyas
Mr. Chetan S. Majmudar
Mr. Chandrasingh S. Purohit
5. Provision for doubtful Advances
Accelaries Technologies Limited
Enthrills Infotech Limited
6. Investments Balance at the end of the period( net of Provision for Diminution in value)
From Associate Companies
Claris Otsuka Limited

For the Year


ended on
31-12-2012

0.20

0.20

1,212.63

10,000.00

17.32
15.34

3.79
7.58
-

1.74
7.21
4.98

17.32
15.34

200.00

31. Disclosures for operating leases under Accounting Standard 19 Accounting for Leases
The company has entered into agreements for taking on leave and license basis residential / office premises including furniture and fittings
therein, as applicable, for a period ranging from 11 to 60 months. The specified disclosure in respect of these agreements is given below:
(Rupees in Lacs)
For the Year ended
For the Year ended
on 31-12-2013
on 31-12-2012
1. Lease payments recognized in the profit and Loss account for the year
2. Minimum lease payments under the agreements are as follows.
a) Not later than one year
b) Later than one year but not later than 5 Year
c) Later than five year
32. Computation of Earnings per Share (EPS):

Basic & Diluted EPS


Computation of Profit (Numerator)
(i)Net Profit for the year from Continuing Operations
(ii) Net Profit for the year from Total Operations
Weighted Average Number of Shares (Denominator)
Weighted average number of Equity shares of Rs.10 each used for calculation of
Basic Earning Per Share
Basic & Diluted EPS (in Rs.)
(i) Continuing Operations
(ii) Total Operations
Face value per share (in Rs.)
* Refer Note 37 ( c )
Claris Lifesciences Limited - Annual Report 2013

299.14

276.31

298.99
1242.17
734.86

215.37
861.37
188.55

(Rupees in lacs, except per share data)


For the Year ended
For the Year ended
on 31-12-2013
on 31-12-2012

4.340.32
8440.97
Nos.

*
10,391.12
Nos.

63,817,765

63,817,765

6.80
13.23
10.00

*
16.28
10.00

85

Claris Lifesciences Limited and its Subsidiaries

Notes forming part of the Financial Statements


33. Discontinuing operations
On December 7, 2012,the management of the Company entered in to certain agreements with Otsuka Pharmaceutical Factory, Inc., Japan
(Otsuka) and Mitsui & Co. Ltd., Japan (Mitsui) for transfer of its Infusion Business to Claris Otsuka Limited on slump sale basis. The said infusion
business includes identified products of Common Solutions, Anti Infective, Plasma Volume Expanders and Parenteral Nutrition in India and in
Emerging markets (herein after referred to as the infusion business). The Board of Directors of the Company, in its meeting held on December 7,
2012 had passed necessary resolutions approving the transfer of the infusion business to Claris Otsuka Limited and upon getting the necessary
approvals from the shareholders, through postal ballot on 18th February, 2013 and after getting approvals from statutory and regulatory
authorities, the transfer of the infusion business was completed on 31st July, 2013.
a) As per the terms of the agreements, the Company has received Rs. 103,182.42 lacs (Rs. 105,040.00 lacs less Rs. 1,857.58 lacs for liabilities
transferred) as consideration for the net assets of the infusion business transferred in favor of Otsuka and Mitsui, who have, in effect, subscribed
towards equity share capital and towards Securities Premium of Claris Otsuka Limited, pursuant to which, Otsuka, Mitsui and the Company
respectively hold 60 %, 20% and 20% of the equity share capital of Claris Otsuka Limited. The purchase consideration includes Rs. 30,000 Lacs
towards transfer of intangible assets which are recognised by the Company as and when the Intangible assets are transferred in the name of Claris
Otsuka Limited. The pre-tax gain on disposal of assets and settlement of liabilities attributable to the sale of the infusion business of Rs. 1,505.98
lacs (net of deal related expenses of Rs. 1,883.22 lacs) has been disclosed in the statement of profit and loss as an exceptional item, being profit on
disposal of infusion business under slump sale. The income tax expense in this respect relating to the capital gain tax of Rs. 2,264.64 lacs and
reversal of deferred tax liability of Rs. 2,885.18 lacs have been included in the current tax and deferred tax amounts respectively in the statement
of profit and loss.
b) Necessary disclosures of the details pertaining to the discontinuing operations in respect of the infusion business and the reorganization thereof
as stated above, as required under the Accounting Standard 24 Discontinuing Operations (AS-24) as notified by the Government of India under
Section 211(3C) of the Companies Act, 1956,are as under : (Rupees in Lacs)
Particular
For the year ended on
For the year ended on
31st Dec 2013#
31st Dec 2012*
Revenue
22,055.73
42,854.56
Expenditure
19,097.11
Refer note (C)
Profit Before tax
Refer note (C)
2,958.62
Profit after tax
Refer note (C)
2,074.10
Total Assets
73,630.10
91,650.78
Total Liabilities
5,845.03
1,857.58
Cash flow (used in)/from Operating activities
Refer note (C)
5,113.40
Cash flow (used in)/from Investing activities
(9,678.13)
0.00
Cash flow (used in)/from Financing activities
3,357.32
(1,121.00)
# For the period from 1st January 2013 to 31 July 2013 / as at 31st July 2013.
* As per disclosures made in the financial statements for the previous financial year ended on 31st December 2012.
c) The Company operates under a single business segment i.e. Drugs & Pharmaceuticals as per the requirements of Accounting Standard 17
Segment Reporting. The transfer of the infusion business involved transfer of assets and liabilities as are related to the infusion business and as
the same are identified by the parties to the transaction. For this purpose, the products, employees, tangible and intangible assets, current assets,
market territories, long term and short term borrowings, other liabilities etc. have been identified as are related to the infusion business. In view of
common employees, marketing expenses, logistics and distribution arrangements and general corporate overheads, which are not separately
identifiable for identified products of the infusion business being transferred, the Company is unable to determine the income and expenses
clearly attributable to the discontinued operations. As per the practice followed by the Company for preparation of its financial statements for
financial reporting purposes, its present system of maintenance of books of account and other relevant records does not provide clearly
identifiable details of income and expenditure as are related to the infusion business. Under the facts and circumstances, for the period from 1st
January 2013 to 31st July, 2013, the Company has disclosed separately the figures for expenditure attributable to discontinuing operations, profit
from the continuing and from the discontinuing operations, tax expense of discontinuing operations, profit from discontinuing operations (after
tax) and cash flows from operating activities on best estimate basis. However, such figures for the previous corresponding year are not available
and hence not disclosed.
d) In view of the above stated transfer of infusion business, the figures for the financial year reported in the statement of profit and loss and the cash
flow statement do not include the figures of the infusion business for the period from 1st August, 2013 to 31st December 2013 and the figures in
the balance sheet as at 31st December 2013 do not include the figures pertaining to the infusion business. Under the circumstances, the same are
not comparable with the corresponding previous year figures which included figures for the infusion business for the whole of the previous year.
34. Previous year's figures have been regrouped / reclassified wherever necessary to correspond with the current year's classification / disclosure.
In terms of our report attached
For Deloitte Haskins & Sells
Chartered Accountants

For and on behalf of Board of Directors


Chandrasingh S. Purohit
Arjun Handa
Whole Time Director
Managing Director & CEO

Gaurav J. Shah
Partner

Kirit Kanjaria
VP Company Secretary & Compliance Officer

Place : Ahmedabad
Date : 28th February, 2014

Place : Ahmedabad
Date : 28th February, 2014

86

Claris Lifesciences Limited - Annual Report 2013

87

India

India

Ogen Nutritions Limited

Claris Infrastructure Limited

Ind. Rupees

Ind. Rupees

Ind. Rupees

Ind. Rupees

Aus. Dollars

Pound

US Dollars

Rupiah

US Dollars

US Dollars

US Dollars

Bolivar Fuerte

Chilian Pesos

Mex. Pesos

0.00

0.00

0.00

0.00

54.81

102.01

61.90

1.39

0.01

61.90

61.90

61.90

9.79

0.12

4.72

0.03

26.14

Rate

Exchange

500,000

500,000

500,600

500,000

5,481

10,201

269,264,329

14,414,043

4,645,080

6,189,700

6,189,700

70,599,718

9,790

4,604,287

311,321,610

76,637,851

208,257,381

Capital

Total

21,403,133

158,231,802

230,575,420

42,632,450

421,388,013

Assets

(568,588)

(3,256,620)

(853,873)

2,280,449

(11,894)

(84,598,546)

(16,492,838)

(42,805,728)

(18,569)

82,332

6,334,491

427,955

10,841,962

29,762

30,603

257,184,922

68,017,689

4,015,493

90,636,260

6,208,269

2,668,238,955 2,780,434,183

7,273,806

152,514,568

(88,038,190)

(34,429,635)

(105,303,131)

Reserves

150,920

9,091,112

781,228

8,061,513

36,175

20,402

72,519,139

70,096,485

42,176,141

84,465,129

169,913
23,474,692

6,034

3,243,246

17,115

427,355

105,075,937

432,397

18,569

192,465,448

41,595,510 747,425,585

3,649,531

14,119,537

415,887

5,429,981

1,112,948

342,273

3,715,397

7,292,000

2,256,099

424,233

287,596,523

318,433,763

Income)

Other

Subsidiary

Revenues
(Turnover &

made by

Total Investments
Liabilities

Profit
Taxation

Before

548

(57,193)

(1,945,590)

(46,316)

(3,072,425)

(14,799)

(12,659,792)

34,664

643,391
-

(10,319,638)

(60,500,360)

3,604,172

5,419,877

(2,681,170)

(1,473,647)

101,814,751

Tax

After

Profit

Taxation

for

Provisions

Dividend

Proposed

Claris Lifesciences Limited - Annual Report 2013

(57,193)

(1,945,590)

(46,316)

(2,838,167)

(14,251)

(12,659,792)

678,055

(10,319,638)

(60,500,360)

3,604,172

5,419,877

(2,681,170)

(1,473,647)

101,814,751

Note : Indian rupee equivalents of the figures given in foreign currencies in the accounts of the subsidiary companies, are based on the exchange rates as on 31-12-2013

India

Claris Lifesciences International Limited

Philippines Phil. Pesos

Claris Lifesciences Philippines, INC.

India

Indonesia

PT Claris Lifesciences Indonesia

Icubix Infotech Limited

Mauritius

Claris SteriOne

Australia

Mauritius

Claris Pharmaservices

Claris Lifesciences (Aust) pty Ltd

Mauritius

Catalys Venture Cap Limited

UK

Venezuela

Claris Lifesciences Venezuela C.A.

Claris Lifesciences (UK) Limited

Chile

Claris Lifesciences & Cia. Chile Limitada

USA

Mexico

Claris Lifesciences de Mexico SA de CV

Claris Lifesciences Inc.

Colombia

Claris Lifesciences Colombia Ltda

Col. Pesos

Real

Brazil

Claris Produtos Farmaceuticos do Brasil Ltda

Reporting

Currency

Country

Subsidiary Company

Name of

As per the exemption letter of the ministry of corporate affairs, Government of India

Information on the financials of the Subsidiary Companies

Information on the financials of the


Subsidiary Companies
Statement pursuant to section 212 of the Companies Act, 1956 Relating to Subsidiary Companies
Name of the
Subsidiary Company

Claris Produtos
Farmaceuticos
Do Brasil Limitada

Claris
Lifesciences
Colombia Limitada

Claris
Lifesciences
de Mexico
SA de CV

Claris
Lifesciences
& CIA Chile
Limitada

R$

COL Pesos

Mexican Pesos

Chilian Pesos

31-Dec-2013

31-Dec-2013

31-Dec-2013

31-Dec-2013

4,642,248.46
quotas of
Real 1 each

271,661
Social Quotas of
COL Pesos 1,000 each

50 shares of
Mexican Pesos
1,000 each

100 % of
Social Rights

Currency of Presentation
Financial year of the Subsidiary
Company ended on
Holding Company's interest
- No. of equity share

- Percentage (%) of Holding.


The net aggregate amount of the
Subsidiary's Profit / Loss so far as it
concerns the members of the Holding
Company not dealt within the Holding
Company's Account
- For the Current Financial year
- For the Previous Financial year since
it became subsidiary.
The net aggregate amount of Profit /
Loss of the Subsidiary which has been
dealt within the account of the
Holding Company
- For the Current Financial year
- For the Previous Financial year since
it became subsidiary.

100%

100%

100%

100%

3,894,666

(45,908,000)

(567,480)

46,126,617

(7,922,771)

(1,026,666,288)

(18,066,125)

1,251,869,705

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

1. 4,642,248.46 quotas of Real 1/- each are held by Claris Lifesciences Limited and 3,324,111.54 quotas of Real 1/- each are held by Catalys
Venture Cap Limited.
2. 271,661 Social Quotes of COL Pesos 1,000 each are held by Claris Lifesciences Limited, 15,811 Social Quotes of COL Pesos 1,000 each are held
by Claris Lifesciences International Limited and 2,100,000 Social Quotes of COL Pesos 1,000 each are held by Catalys Venture Cap Limited.
3. 50 Common registered Shares (Fixed Capital) of Mexican Pesos 1,000 each are held by Claris Lifesciences Ltd. And 68,000 Common registered
Shares (Variable Capitat) of Mexican Pesos 1,000 each at Par Value, are held by Catalys Venture Cap Limited.
4. 85,500,000 Chilean Pesos equivalent to 95.00% of Social Right by Claris Lifesciences Limited and 4,500,000 Chilean Pesos equivalent to 5%
of Social Right by Claris Lifesciences International Limited.

88

Claris Lifesciences Limited - Annual Report 2013

Information on the financials of the


Subsidiary Companies
Statement pursuant to section 212 of the Companies Act, 1956 Relating to Subsidiary Companies
Name of the
Subsidiary Company

Claris Lifesciences
Venezuela C.A.

Catalys Venture
Cap Limited

Claris
Pharmaservices

Claris
SteriOne

Currency of Presentation

Bolivar Fuerte(Bs.F)

USD

USD

USD

31-Dec-2013

31-Dec-2013

31-Dec-2013

31-Dec-2013

1,000 Common
Share of Bolivar
Fuerte 1 each

11,40,600
Ordinary Shares of
US $ 1 each

- Percentage (%) of Holding.

100%

100%

1st

2st

The net aggregate amount of the


Subsidiary's Profit / Loss so far as it
concerns the members of the Holding
Company not dealt within the Holding
Company's Account
- For the Current Financial year

368,152

(977,436)

374,839

44,085,163

(300)

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

Financial year of the Subsidiary


Company ended on
Holding Company's interest
- No. of equity share

- For the Previous Financial year since


it became subsidiary.
The net aggregate amount of Profit /
Loss of the Subsidiary which has been
dealt within the account of the
Holding Company
- For the Current Financial year
- For the Previous Financial year since
it became subsidiary.

1. 4,642,248.46 quotas of Real 1/- each are held by Claris Lifesciences Limited and 3,324,111.54 quotas of Real 1/- each are held by Catalys
Venture Cap Limited.
2. 271,661 Social Quotes of COL Pesos 1,000 each are held by Claris Lifesciences Limited, 15,811 Social Quotes of COL Pesos 1,000 each are held
by Claris Lifesciences International Limited and 2,100,000 Social Quotes of COL Pesos 1,000 each are held by Catalys Venture Cap Limited.
3. 50 Common registered Shares (Fixed Capital) of Mexican Pesos 1,000 each are held by Claris Lifesciences Ltd. And 68,000 Common registered
Shares (Variable Capitat) of Mexican Pesos 1,000 each at Par Value, are held by Catalys Venture Cap Limited.
4. 85,500,000 Chilean Pesos equivalent to 95.00% of Social Right by Claris Lifesciences Limited and 4,500,000 Chilean Pesos equivalent to 5%
of Social Right by Claris Lifesciences International Limited.

Claris Lifesciences Limited - Annual Report 2013

89

Information on the financials of the


Subsidiary Companies
Statement pursuant to section 212 of the Companies Act, 1956 Relating to Subsidiary Companies
Name of the
Subsidiary Company

Currency of Presentation
Financial year of the Subsidiary
Company ended on
Holding Company's interest
- No. of equity share

- Percentage (%) of Holding.


The net aggregate amount of the
Subsidiary's Profit / Loss so far as it
concerns the members of the Holding
Company not dealt within the Holding
Company's Account
- For the Current Financial year
- For the Previous Financial year since
it became subsidiary.
The net aggregate amount of Profit /
Loss of the Subsidiary which has been
dealt within the account of the
Holding Company
- For the Current Financial year
- For the Previous Financial year since
it became subsidiary.

PT. Claris
Lifesciences
Indonesia

Claris
Lifesciences
Philippines, INC.

Claris
Lifesciences
Inc.

Claris
Lifesciences
(UK) Limited

Claris Lifesciences
(Aust) Pty Ltd

Indonesia Rupiah

Philippines Pesos

USD

GBP

AUD

31-Dec-2013

31-Dec-2013

31-Dec-2013

31-Dec-2013

31-Dec-2013

100,000 Share of
Indonesia Rupiah
9108 per share

102,000 Shares of
Philippine Pesos
100 each

200 Shares of
USD 1 each

100 Ordinary
Shares of GBP
1 each

100 Ordinary
Shares of AUD
1 each

100%

100%

100%

100%

(204,530)

(270)

100%

(2,023,458,480)

24,940

(6,369,821,422)

(11,891,144)

(1,162,233)

53

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

1. 200 Shares of USD 1 each at Par Value are held by Claris Lifesciences Ltd, and 4,350,000 Shares of USD 1 each at Par Value are held by
Catalys Venture Cap Limited.

90

Claris Lifesciences Limited - Annual Report 2013

Information on the financials of the


Subsidiary Companies
Statement pursuant to section 212 of the Companies Act, 1956 Relating to Subsidiary Companies
Name of the
Subsidiary Company

Icubix Infotech
Limited

Claris Lifesciences
International Limited

Ogen Nutrition
Limited

Claris
Infrastructure
Limited

INR

INR

INR

INR

31-Dec-2013

31-Dec-2013

31-Dec-2013

31-Dec-2013

50,000 Equity Shares


of Rs. 10 each

50,060 Equity
Shares of
Rs. 10 each

50,000 Equity
Shares of
Rs. 10 each

50,000 Equity
Shares of
Rs. 10 each

100%

100%

100%

100%

(3,072,425)

(46,316)

(1,945,590)

(57,193)

5,352,874

(807,557)

(1,311,030)

(511,395)

NIL

NIL

NIL

NIL

NIL

NIL

NIL

NIL

Currency of Presentation
Financial year of the Subsidiary
Company ended on
Holding Company's interest
- No. of equity share

- Percentage (%) of Holding.


The net aggregate amount of the
Subsidiary's Profit / Loss so far as it
concerns the members of the Holding
Company not dealt within the Holding
Company's Account
- For the Current Financial year
- For the Previous Financial year since
it became subsidiary.
The net aggregate amount of Profit /
Loss of the Subsidiary which has been
dealt within the account of the
Holding Company
- For the Current Financial year
- For the Previous Financial year since
it became subsidiary.

Claris Lifesciences Limited - Annual Report 2013

91

Notes

92

Claris Lifesciences Limited - Annual Report 2013

Notes

Claris Lifesciences Limited - Annual Report 2013

93

Notes

94

Claris Lifesciences Limited - Annual Report 2013

PROXY FORM
[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]
CLARIS LIFESCIENCES LIMITED
Registered Office : Claris Corporate Headquarters, Nr. Parimal Railway Crossing, Ellisbridge, Ahmedabad-380006, India.
Tel: +91-79-26563331, 66309330 Website: www.clarislifesciences.com CIN: L85110GJ1994PLC022543

Name of the Member


Registered Address

Email ID
Folio No. / Client ID
DP ID.
I/We being the member(s) of __________________, shares of the above named company, hereby appoint
1. Name:_ _________________________________________________________________________________________________________
Address:_ _________________________________________________________________________________________________________
_ ________________________________________________________________________________________________________________
E-mail ID:_ ________________________________________________________________________________________________________
Signature:________________________________, or failing him/her
2. Name:_ _________________________________________________________________________________________________________
Address:_ _________________________________________________________________________________________________________
_ ________________________________________________________________________________________________________________
E-mail ID:_ ________________________________________________________________________________________________________
Signature:________________________________, or failing him/her
3. Name:_ _________________________________________________________________________________________________________
Address:_ _________________________________________________________________________________________________________
_ ________________________________________________________________________________________________________________
E-mail ID:_ ________________________________________________________________________________________________________
Signature:________________________________, or failing him/her
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Ninteenth Annual General Meeting of CLARIS LIFESCIENCES
LIMITED, to be held on Tuesday, June 17, 2014 at 11.00 AM at Ahmedabad Management Association, J.B Auditorium, ATIRA Campus, Dr. Vikram
Sarabhai Marg, Ahmedabad 380 015, Gujarat and/or any adjournment thereof in respect of such resolutions as are indicated below:
Resolutions No.
1.
______________________________________
3.
______________________________________
5.
______________________________________
7.
______________________________________

2.
4.
6.
8.

______________________________________
______________________________________
______________________________________
______________________________________

Signed this___________________________day of_______________________2014


Signature of shareholder

Affix Revenue
Stamp

Signature of Proxy holder(s)


Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48
hours before the commencement of the Meeting.
Claris Lifesciences Limited - Annual Report 2013

95

CLARIS LIFESCIENCES LIMITED


Registered Office : Claris Corporate Headquarters, Nr. Parimal Railway Crossing, Ellisbridge, Ahmedabad-380006, India.
Tel: +91-79-26563331, 66309330 Website: www.clarislifesciences.com CIN: L85110GJ1994PLC022543
ATTENDANCE SLIP
Only Shareholders or the Proxies will be allowed to attend the meeting
Regd. Folio/DP ID
& Client ID
Number of Shares
Held
Name and Address
of the Shareholder

I/We hereby record my/our presence at the Nineteenth Annual General Meeting of CLARIS LIFESCIENCES LIMITED held
on Tuesday, June 17, 2014 at 11.00 AM at Ahmedabad Management Association, J.B Auditorium, ATIRA Campus, Dr.
Vikram Sarabhai Marg, Ahmedabad 380 015, Gujarat and/or any adjournment thereof.

..
Signature
Note :
1. Shareholders attending the meeting in person or through proxy are requested to complete the Attendance Slip and
hand it over at the attendance verification counter at the entrance of Meeting hall.
2. Bodies Corporate, whether a company or not, who are members, may attend through their authorised
representatives appointed under Section 113 of the Companies Act, 2013. A copy of authorisation should be deposited
with the Company.
3. Electronic copy of the Annual Report for 2013 and Notice of the Annual General Meeting (AGM) longwith attendance
slip and proxy form is being sent to all the members whose email address is registered with the Company/ Depository
Participant unless any member has requested for a hard copy of the same. Members receiving electronic copy and
attending the AGM can print copy of this Attendance Slip.
4. Physical copy of the Annual Report for 2013 and Notice of the AGM along with the attendance slip and proxy form is
sent in the permitted mode(s) to all members whose email is not registered or have requested for a hard copy.
__________________________________________________________________________________________
E-Voting Information
The electronic voting particulars are set out below:
EVSN (Electronic Voting Sequence
Number)

USER ID

PASSWORD

Please refer Notice for instructions on e voting.


E-voting facility is available during the following voting period
Commencement of e-voting
End of E-voting
Tuesday, June 10, 2014 (6:00 am)
Thursday, June 12, 2014 (12:00 pm)

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