Escolar Documentos
Profissional Documentos
Cultura Documentos
03
Notice to Shareholders
05
Directors Report
12
16
24
37
38
Balance Sheet
40
41
42
44
65
66
67
68
70
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
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.
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.
6
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
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
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
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
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
Chandrasingh S. Purohit
Whole Time Director
Place : Ahmedabad
Date : February 28, 2014
13
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
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
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
14
Arjun Handa
Managing Director & CEO
Chandrasingh S. Purohit
Whole Time Director
Place : Ahmedabad
Date : February 28, 2014
Claris Lifesciences Limited - Annual Report 2013
15
Category
Designation
Chairman
Director
Mr. T. V. Ananthanarayanan
Director
Executive Director
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
Committee
Chairmanships
Name of Director
Board Meetings
Last AGM
Other Directorships
Yes
7**
Yes
6**
Yes
Yes
1**
Mr. T. V. Ananthanarayanan
Yes
Yes
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
17
Salary (Rs.)
Perks (Rs.)
15,000,000
50,000
4,679,360
50,000
30,000
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.
2,40,000
Mr. T. V. Ananthanarayanan
2,40,000
2,40,000
TOTAL
7,20,000
18
S.No
Nature of Complaints
Received
Disposed
Pending
1
2
Nil
Nil
TOTAL
Nil
Date / Time
Venue
12/04/2013
12:00 Noon
Special Resolution
J. B. Auditorium,
ATIRA campus,
-----
30/04/2012
12:00 Noon
-----
12/05/2011
4.00 P.M.
-----
19
:
:
533288
CLARIS
INE562G01018
(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
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
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
87
0.61
6,10,28,644
95.63
14346
100.00
6,38,17,765
100.00
Total
% Shareholding
3,84,25,211
60.21
1,77,371
0.28
757
0.00
94,82,790
14.86
2,30,133
0.36
Non-Resident Indians
Non Resident Non- Repatriable
2,09,366
0.33
71,11,095
11.14
17,94,800
2.81
Bodies Corporate
28,56,397
4.48
General Public
29,84,705
4.68
Clearing Members
TOTAL
5,45,140
0.85
6,38,17,765
100.00
21
22
Ashish C. Doshi
Practicing Company Secretary
C.O.P No. : 2356
Place : Ahmedabad
Date : 28th February, 2014
Arjun Handa
Managing Director & CEO
23
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
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
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.
No. of Product
35
30
25
20
15
10
5
0
2012
2013
2014
2015
2016
25
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
Vitamins, 9%
Others, 28%
pain, 9%
CNS, 11%
Oncology, 16%
CVS, 12%
Anti-Infective, 15%
26
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
5000
4000
3000
New FDA Commissioner
2000
1000
0
Cy04
Cy05
Cy06
Cy07
Cy08
Cy09
Cy10
Cy11
Cy12
27
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
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
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
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.
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%
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
31
32
33
34
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.
Gaurav J. Shah
Partner
(Membership No : 35701)
Place : Ahmedabad
Date : 28th February, 2014
Claris Lifesciences Limited - Annual Report 2013
37
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
Statute
Nature of Dues
Amount involved
(Rs. in lakhs*)
Income Tax
A.Y. 2006-07
70.55
Income Tax
A.Y. 2007-08
67.60
Income Tax
A.Y. 2008-09
91.50
Income Tax
A.Y. 2009-10
0.02
Income Tax
A.Y. 2010-11
0.18
Sales Tax
2006 2010
8.93
Excise Duty
CESTAT, Ahmedabad
2008 2009
68.59
Excise Duty
2011-2012
2.29
Excise Duty
2011-2012
14.87
Place : Ahmedabad
Date : 28th February, 2014
39
Balance Sheet
as at 31st December, 2013
(Rupees in Lacs)
Notes
As at
31-12-2013
As at
31-12-2012
2
3
6,381.78
88,631.40
95,013.18
6,381.78
87,239.13
93,620.91
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
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
10
11
12
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
16
17
18
18
19
20
21
22
37
25
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
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
Chandrasingh S. Purohit
Whole Time Director
41
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
(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
[A]
C.
[B]
42
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.
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
Chandrasingh S. Purohit
Whole Time Director
43
44
45
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
Nos.
%
6,844,532
10.73
Nos.
%
23,780,172
37.26
Arjun Handa
Nos.
%
7,800,507
12.22
Aditya S. Handa
Nos.
%
3,371,532
5.28
Nos.
%
4,653,120
7.29
17,061,763
17,061,763
46
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
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.
47
Principal terms
13,769.92
2,430.00
Vehicle Loans
31.64
As at
31-12-2013
As at
31-12-2012
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
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
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
49
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
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)
1,528.27
c)
2,000.00
60,881.99
Total Investments
62,742.61
1,665.62
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.
51
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
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
52
13.a
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
a. Break up of Sales
Large Volume Parental
Small Volume Parental
Others
16.a
53
18.a
18.b
18.c
18.d
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
*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
54
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
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
(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
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
(Rupees in Lacs)
(Rupees in Lacs)
(Rupees in Lacs)
As at
31-12-2012
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
(Rupees in Lacs)
2012
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)
57
Gratuity
Leave Encashment
2013
2012
2013
2012
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
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
Benefits paid
(40.07)
(45.33)
(52.18)
(75.51)
331.76
444.64
320.05
495.11
Contributions by employer
Benefits paid
331.76
444.64
320.05
495.11
331.76
444.64
320.05
495.11
v. Past four years data for define benefit obligation and fair value
of plan assets are as under:
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
As at 31-12-2013
As at 31-12-2012
Discount Rate
9.30%
8.00%
6.00%
6.00%
Mortality
Withdrawal Rates
Retirement Age
58 Years
58 Years
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)
A. Subsidiary Companies
B. Associate Company
Claris Pharmaservices
Claris SteriOne
Claris Otsuka Limited (upto July 31, 2013)
Claris Lifesciences Limited - Annual Report 2013
59
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
As at
31-12-2012
5,177.28
1,251.76
855.68
277.66
3,124.43
1.18
5.00
195.00
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
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
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) :
299.14
267.67
298.99
1242.17
734.86
285.09
1209.56
1052.77
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
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
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)
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
Consultancy Fees
Testing Charges
Legal Fees & Charges
Traveling
Freight
Commission
Interest & Finance charges
Others Product Registration Fees, Sales Promotion Expenses, Advertisement - Marketing
etc.)
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)
335.24
230.47
(Rupees in Lacs)
35,354.46
54.26
235.51
33,787.60
215.30
(Rupees in Lacs)
2.00
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.
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.
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.
Place : Ahmedabad
Date : 28th February, 2014
65
As at
31-12-2013
As at
31-12-2012
2
3
6,381.78
134,047.69
140,429.47
6,381.78
108,504.92
114,886.70
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
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
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
9
9
10
11
12
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
(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
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
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
67
(Rupees in Lacs)
For The Year ended on
31-12-2013
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)
19,917.53
26,206.11
386.45
553.82
(4,835.70)
16,022.10
8,355.42
(1,532.25)
2,875.16
35,904.43
(1,683.77)
(2,486.67)
14,338.33
33,417.76
(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
68
(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
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.
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
69
70
71
72
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
Nos.
Nos.
Nos.
Nos.
%
Nos.
%
Nos.
%
Nos.
%
Nos.
%
Nos.
%
Nos.
%
73
As at
31-12-2013
As at
31-12-2012
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
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
74
As at
31-12-2013
As at
31-12-2012
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
*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
75
9. FIXED ASSETS
Depreciation / Amortisation
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
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
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
196.50
6,538.35
6,734.85
6,453.93
6,453.93
6,453.93
-
As at
31-12-2013
As at
31-12-2012
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
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
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
As at
31-12-2013
77
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
13. INVENTORIES
Raw materials
Packing materials
Work in process
Finished goods
78
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
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
*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
Notes
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
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
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
(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
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
(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
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
477.11
471.82
510.35
521.57
477.11
471.82
510.35
521.57
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
(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)
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
83
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
84
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):
299.14
276.31
298.99
1242.17
734.86
215.37
861.37
188.55
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
Gaurav J. Shah
Partner
Kirit Kanjaria
VP Company Secretary & Compliance Officer
Place : Ahmedabad
Date : 28th February, 2014
Place : Ahmedabad
Date : 28th February, 2014
86
87
India
India
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
(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
India
Indonesia
Mauritius
Claris SteriOne
Australia
Mauritius
Claris Pharmaservices
Mauritius
UK
Venezuela
Chile
USA
Mexico
Colombia
Col. Pesos
Real
Brazil
Reporting
Currency
Country
Subsidiary Company
Name of
As per the exemption letter of the ministry of corporate affairs, Government of India
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
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
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
100%
100%
1st
2st
368,152
(977,436)
374,839
44,085,163
(300)
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.
89
Currency of Presentation
Financial year of the Subsidiary
Company ended on
Holding Company's interest
- No. of equity share
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
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
50,060 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
91
Notes
92
Notes
93
Notes
94
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
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.
______________________________________
______________________________________
______________________________________
______________________________________
Affix Revenue
Stamp
95
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