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Directors’ Report

Your Directors take pleasure in presenting the Twenty Ninth Annual Report and Audited Accounts for the year ended 31st March,
2007, during which the Company has registered all round growth. Various initiatives taken by your Company have strengthened
its position as an integrated pharmaceuticals industry player delivering products and services to the global life sciences industry
across the value chain.
FINANCIAL RESULTS
Year ended Year ended
31st March 2007 31st March 2006
[Rs.Million] [Rs.Million]

Sales and Other Income 17744 15226


Net Sales 16097 13860
EBITDA 3662 2380
Interest 151 147
PBDT 3511 2233
Depreciation 515 442
PBT 2996 1791
Provision for Taxation 681 403
PAT 2315 1388
Profit brought forward from previous year 2441 1662
PROFIT AVAILABLE FOR APPROPRIATION 4756 3050
Which the Directors have appropriated as follows:
- Proposed Dividend on Equity shares 179* 183**
- Tax on Dividend on Equity Shares 31 26
- Transfer to General Reserve 500 400
Balance to be carried forward 4046 2441

* Includes Rs.0.87 million (inclusive of Dividend Tax) in respect of shares allotted between 1st April, 2006 and the record date for
dividend payment.
** Includes Rs.5.72 million (inclusive of Dividend Tax) in respect of shares allotted between 1st April, 2005 and the record date for
dividend payment.

OPERATIONS
Financial Year 2006-07 has been a year of significant achievements in the focus business areas of Pharmaceuticals and Life
Sciences in which Custom Research and Manufacturing Services (CRAMS) delivered superior results.
The strategy of moving up the value chain and becoming a preferred outsourcing partner of choice to global Pharma and Life
Science companies has been demonstrated in operating results of the Company.
Your Company has taken various important initiatives to expand its product portfolio and increase its R&D capabilities. To meet
the growing needs of its global customers in outsourcing of products and services, your Company made substantial investment
in increasing its manufacturing capacities and also the drug discovery and development capabilities during the year.
Net Sales of the Company recorded growth of 16.1% to Rs.16.1 billion as compared to Rs.13.86 billion in the previous year.
Export revenues increased 32.9% to Rs.6.32 billion from Rs.4.76 billion. This increase in exports was mainly due to high growth
in Pharmaceuticals and Life Science Products business in regulated markets of USA, Europe and China. The Industrial Products
business witnessed 8.9% growth in sales to Rs.6.9 billion. The Performance Polymers business also recorded growth of 4.8% to
Rs.1.98 billion as compared to Rs.1.89 billion in FY 2005-06. EBITDA at Rs.3.66 billion recorded a growth of 53.9% as compared
to Rs.2.38 billion in the previous year.
Profit before tax (PBT) improved to Rs.3.00 billion (18.6% of net sales) from Rs.1.79 billion (12.9% of net sales), an increase of
67.3%.
Profit after tax (PAT) showed a significant increase to Rs. 2.31 billion (14.4% of net sales) from Rs.1.39 billion (10% of net sales),
an increase of 66.8%.
CONSOLIDATED FINANCIALS
On a consolidated basis, Net Sales recorded a growth of 20.7% to Rs.18.10 billion as compared to Rs.14.99 billion in the
previous year. International Sales increased 41.29% to Rs.8.32 billion from Rs.5.89 billion. EBITDA at Rs.3.77 billion recorded a
growth of 59.3% as compared to Rs.2.37 billion in the previous year.
PBT improved to Rs.2.94 billion (16.3% of net sales) from Rs.1.68 billion (11.2% of net sales), an increase of 74.96%.
PAT increased to Rs.2.28 billion (12.6% of net sales) from Rs.1.30 billion (8.65% of net sales), an increase of 75.8%.
DIVIDEND
Your Directors recommend a dividend of 125% on fully paid up equity shares of Re. 1 each, for the year ended 31st March 2007.
This will absorb Rs.210 million (inclusive of tax) based on existing capital. The final outgo could, however, increase due to
increase in capital on conversion of Foreign Currency Convertible Bonds or exercise of ESOPs etc.

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Director Report 32.p65 32 8/8/2007, 2:46 PM


APPROPRIATIONS
It is proposed to transfer Rs.500 million to General Reserve and retain the balance in Profit and Loss Account.
CAPITAL STRUCTURE
(A) Foreign Currency Convertible Bonds (FCCBs)
In the space of last 3 years, your Company successfully issued Foreign Currency Convertible Bonds (FCCBs) as under:

Particulars Year of Size of Interest Conversion Details Outstanding No. of shares


Issue Issue Rate Conversion Conversion FCCBs as on of Re.1 each
(in million (% per Period Price per 31st March, on conversion
US $) annum) Equity Share 2007 of outstanding
(Rs.) (in Million FCCBs
US $)

FCCB 2009 2004-05 35 1.5 June 14, 163.646 1.90 5,20,207


2004 and
April 15,
2009
FCCB 2010 2005-06 75 Nil July 3, 273.0648 75 1,19,06,514
2005 and
May 14,
2010
FCCB 2011 2006-07 200 Nil June 30, 413.4498 200 2,17,92,246
2006 and
May 10,
2011

Whilst the FCCBs are listed on Singapore Stock Exchange, the Global Depository Shares (GDSs) arising out of conversion
of FCCBs are listed on Euro MTF Market of the Luxembourg Stock Exchange.
The above outstanding bonds, if exercised, will increase equity shares by 3,42,18,967.
(B) EMPLOYEES STOCK OPTIONS
During 2006-07, 45,700 Options were granted to employees under Jubilant Employees Stock Option Plan 2005. Each
Option entitles the holder to subscribe to 5 equity shares of Re.1/- each.
As on 31st March, 2007, 5,55,494 Options were outstanding. A maximum of 27,77,470 shares will be allotted upon exercise
of these Options.
Till date, holders of 600 options have exercised the conversion option resulting in allotment of 3,000 shares of Re.1/- each.
The details as required under Regulation 12 of SEBI (ESOP & ESPS) Guidelines, 1999 are given in Annexure-A.
(C) PAID-UP CAPITAL
The Paid-up Capital as at March 31, 2007 stands at Rs.14,34,45,334, comprising of 14,34,45,334 equity shares of Re.1/-
each.
During the year 10,02,339 equity shares were allotted on conversion of FCCBs into equity shares and exercise of stock
options by employees/directors. Consequently, the paid up share capital of your company increased from 14,24,42,995
shares to 14,34,45,334 shares during the year.
The impact of future conversions of FCCB 2009, FCCB 2010 and FCCB 2011 into equity shares and exercise of Employees
Stock Options (ESOPs) by employees on the share capital assuming full conversion/ exercise would be as follows:-

Particulars No. of shares of Re.1/- each


Existing nos. of shares outstanding as on March 31, 2007 14,34,45,334
Add : Shares to be allotted on conversion of outstanding FCCBs 3,42,18,967
Add : Maximum no. of shares to be allotted on exercise of all ESOPs 35,84,500
Fully diluted no. of equity shares on conversion of FCCBs and exercise of ESOPs 18,12,48,801

SUBSIDIARIES
Brief particulars of each of the subsidiaries are given below:
1. Jubilant Biosys Ltd. – A subsidiary of your company, Jubilant Biosys provides Discovery Informatics products and services
and collaborative drug discovery services that include pre-clinical, in-vivo and formulation services. It also provides Discovery
Research Services, which is driven by the concept of Structure Directed Drug Design. Your company currently holds 66.98%
of the equity of Jubilant Biosys.
During the year, a new state of the art drug discovery services facility “Jubilant Discovery Centre” in Bangalore was established.
Spread over an area of approximately 125,000 sq. feet, the centre will house over 500 scientists specializing in

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multi-disciplines including biology, chemistry, structural biology, pharmacology, molecular modeling, crystallography and
information technology, collaborating with global pharma companies in USA, Europe, and Japan. This integrated facility in
Bangalore houses modern and sophisticated capabilities in molecular modelling, protein crystallography, medicinal chemistry,
and in-vitro/in-vivo biology capabilities.
2. Jubilant Chemsys Ltd. – This wholly owned subsidiary of your Company offers medicinal chemistry services to drug discovery
companies on Full Time Equivalent or molecule basis. It also works closely with Jubilant Biosys in collaborative drug
discovery research services areas.
During the year, the Company has initiated a new state of the art Medicinal Chemistry services facility in Noida having a
capacity of 200 Fumehoods. This facility is expected to start its commercial operations during the year 2007-08. Spread
over an area of approximately 66,000 sq. feet, the facility will house over 300 scientists specializing in chemistry who will
collaborate with their global counterparts in USA, Europe, and Japan. This integrated facility in Noida houses modern and
sophisticated capabilities in medicinal chemistry.
3. Clinsys Clinical Research Limited (earlier known as “Clinsys India Limited” and prior thereto “Jubilant Clinsys Limited”) -
This wholly owned subsidiary of your Company provides Bio-availability (BA)/Bio-equivalence (BE) studies and Phase I-IV
clinical research services including project management, monitoring, data management and bio-statistical support, regulatory
and auditing services. It is equipped with a 52 bed clinical pharmacology facility in Noida, occupying 34000 sq. feet and has
its own ISO15189 accredited Clinical Pathology Laboratory, Bio-analytical Laboratory units under one roof to perform all
the operations from protocol development through to Final Clinical Study Report. Its data management centre is located in
Bangalore where it provides complete data management and statistical services. This year it conducted BA/BE studies for
product development for European and US markets and Jubilant’s other subsidiaries.
4. Jubilant Infrastructure Limited - This wholly owned subsidiary of your Company has been established for setting up Special
Economic Zone(s).
5. Clinsys Holdings, Inc. - This Company, incorporated in Delaware, USA is a wholly owned subsidiary of your Company. This
company holds 100% equity in Clinsys Clinical Research, Inc.(earlier known as “Clinsys, Inc.”).
6. Clinsys Clinical Research, Inc. (earlier known as “Clinsys Inc.” and prior thereto “Target Research Associates, Inc.”). This
Company is a wholly owned subsidiary of Clinsys Holdings, Inc. and is a therapeutically focused full service clinical research
organization headquartered in Berkeley Heights, New Jersey, USA. Clinsys Clinical Research, Inc. has expertise in a wide
range of highly specialized therapeutic areas including oncology, cardiovascular, central nervous system, respiratory,
dermatology, and allergy/immunology. Clinsys Clinical Research, Inc. has multiple offices in the United States, offering
pharmaceuticals and biotechnology companies, a broad range of clinical research services in support of Phase II-IV drug
development, including project management, medical and clinical monitoring, patient and investigator recruitment, site
management, biostatistics, data management, drug safety, quality assurance, regulatory affairs and medical writing.
This Company also offers professional staffing solutions and innovative partnering programs for the life sciences industry
via its staffing division “Targeted Clinical Staffing Solutions”.
7. Jubilant Pharma Pte Ltd. - This is a wholly owned subsidiary of your Company incorporated in Singapore. This Company
has made investments in Cadista Holdings Inc.
8. Cadista Holdings, Inc. - This US based Company (earlier known as Trigen Laboratories, Inc.) is a subsidiary of Jubilant
Pharma Pte. Ltd., which holds 75% equity stake in this Company.
9. Cadista Pharmaceuticals, Inc. - This Company (earlier known as Jubilant Pharmaceuticals, Inc.), is a wholly owned subsidiary
of Cadista Holdings, Inc. and is a generic pharmaceutical company located in USA. This Company has a US FDA approved
manufacturing facility in USA.
10. Jubilant Organosys (USA), Inc. - This wholly owned subsidiary of your Company undertakes sales and distribution of
Advanced intermediates, Fine Chemicals and APIs in North America.
11. Jubilant Organosys (Shanghai) Limited - This wholly owned subsidiary of your company undertakes sales and distribution
of products in China.
12. Jubilant Pharma N.V. - This Belgian company is a wholly owned subsidiary of your Company. This Company holds 80%
equity of Pharmaceutical Services Inc. N.V. and PSI Supply N.V.
13. Pharmaceutical Services Inc. N.V. - This Belgian Company is engaged in the business of licensing of generic dosage forms
and offers regulatory affairs services to generic pharmaceutical companies for the diverse European market.
14. PSI Supply N.V. - This Belgian Company undertakes development and supply of generic dosage forms to European markets.
PARTICULARS REQUIRED AS PER SECTION 212 OF THE COMPANIES ACT, 1956
As per the exemption granted by the Government of India vide its letter dated 16th April, 2007, from attaching the Directors’
Report, Balance Sheet and Profit & Loss Account of the aforesaid subsidiaries, the same have not been attached to this Report.
VOLUNTARY DISCLOSURES
(A) US GAAP
In keeping with the commitment to high standards of Corporate Governance, your Company continued to voluntarily
compile and present financial statements that conform to US GAAP. The Company has been presenting its accounts
annually as per US GAAP since 2001-02.

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(B) Corporate Sustainability Report
The Company is steadfastly committed to addressing environmental issues and discharging its corporate social responsibility
as per global standards. Accordingly, your Company is publishing for the fifth year in a row, a Corporate Sustainability
Report, duly audited by Ernst & Young, that conforms to Global Reporting Initiative Guidelines and is being mailed to all the
shareholders.
HUMAN RESOURCE MANAGEMENT
Your Company has a forward looking Human Resource Development Strategy, which aims to attract, retain and reward the best
talent. The HR policies are based on best in its class practices and are strongly linked to the Jubilant values. The global recruitment
policies are designed to identify top talent and ensure that the Jubilant brand is communicated among the target community
consistently.
Your Company has a strong Performance Management System which identifies top performers for whom focused training and
development plans are designed. Employees with high potential are rotated within the group for greater exposure. Leveraging its
strength in Sciences, your Company has specially designed program for the internal scientific community. Also, the ESOP Scheme
and social and cultural activities foster a sense of ownership and togetherness throughout the Company.
A detailed note on HR policies is given in the Management Discussion & Analysis.
RISK MANAGEMENT
Your Company has a strong risk management framework that enables active monitoring of the business environment and
identification, assessment and mitigation of potential internal or external risks.
The senior management team sets the overall tone and risk culture of the organization through defined and communicated
corporate values, clearly assigned risk responsibilities, appropriately delegated authority, and a set of processes and guidelines.
There are laid down procedures to inform Board members about the risk assessment and risk minimization procedures. Your
Company promotes strong ethical values and high levels of integrity in all its activities, which in itself is a significant risk mitigator.
In addition, there is a regular internal audit activity carried out by Ernst & Young as internal auditors who give their independent
assessment on the risk mitigating measures & provide recommendations for improvement.
A detailed note on Risk Management is given in the Management Discussion & Analysis.
FIXED DEPOSITS
No fresh deposits have been accepted by your company during the year from the public. As on March 31, 2007, your Company
had outstanding Fixed Deposits of Rs.4.0 million, which shall be paid to the fixed deposit holders, on maturity. There were no
overdue deposits. There were, however, 217 unclaimed deposits amounting to Rs.3.74 million. Of these, 6 deposits amounting to
Rs.0.11 million have since been repaid/claimed.
DIRECTORS
In accordance with the Articles of Association of the Company, Mr Shyam S. Bhartia, Mr Bodhishwar Rai, Mr Arabinda Ray and
Mr Surendra Singh retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for
re-appointment.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo required to be
made pursuant to section 217(1)(e) of the Companies Act, 1956 read with Companies [Disclosure of Particulars in the Report of
Board of Directors] Rules, 1988 is set out in a separate statement attached to this report (Annexure – B) and forms part of it.
EMPLOYEES
The particulars of employees, as required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars
of Employees) Rules, 1975, are given in a separate Statement (Annexure - C) and forms part of it.
MANAGEMENT DISCUSSION & ANALYSIS
Notes on Management Discussion & Analysis of the financial position of the Company have been given separately which is a part
of this Directors’ Report.
AUDITORS
K N Gutgutia & Co, Chartered Accountants, Auditors of the Company retire at the ensuing Annual General Meeting and offer
themselves for re-appointment. They have confirmed that their re-appointment, if made, shall be within the limits laid down in
Section 224 (1B) of the Companies Act, 1956.
CORPORATE GOVERNANCE
A separate Section on Corporate Governance is attached to this Report as Annexure D. A certificate from the auditors of the
Company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreements
with Stock Exchanges is enclosed as Annexure E. A certificate from the Chairman & Managing Director that all Board members
and senior management personnel have affirmed compliance with the Code of Conduct for the year ended 31st March, 2007 is
attached as Annexure F. CEO/CFO certificate is also enclosed as Annexure G.

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AWARDS AND ACCOLADES
Efforts of your Company to be the best in each and every area of its business and functions have been translated into awards and
accolades by various organizations viz;.
- Greentech Safety Award in “Chemical Sector” from Greentech Safety Foundation, New Delhi for Gajraula plant.
- Certificate of Appreciation from Gujarat Safety Council for Samlaya plant.
- Suraksha Puraskara for Best Safety Performance and Management Systems in “Chemicals & Pharmaceuticals Manufacturing”
category from National Safety Council, Karnataka Chapter, Bangalore for Nanjangud plant.
- Greentech Foundation Gold Award for Environment Excellence for Nanjangud plant.
- Greentech Environment Silver Award for the year 2005-06 in the group “Chemical Industries” for Outstanding Achievement
in Environment Management for Nira plant.
- Greentech Safety Gold Award for the year 2006 in the group “Chemical Industries” for Outstanding Achievement in Safety
Management for Nira plant.
- “Product Differentiation Award” in the area of Vitamins by Frost and Sullivan – 2006.
- One of the top 25 companies for the Institute of Company Secretaries of India National Award for Excellence in Corporate
Governance, 2006.
- Finalist in the Golden Peacock Award for Excellence in Corporate Governance, 2006, by the Institute of Directors.
CERTIFICATIONS
The Company follows several externally developed initiatives in economic, environmental and social areas. API manufacturing
facilities at Nanjangud and Roorkee have got approval from US FDA. The company is certified as compliant with ISO 9000 for
Quality Management System. The manufacturing facilities are certified as compliant with ISO 14001 for Environmental Management
System. For the safety of the workforce, the manufacturing facilities are also certified as compliant with OHSAS 18001. The
company is a signatory to ‘Responsible Care’ initiative of chemical industry. The company continues its support to the Global
Reporting Initiative as an Organisational Stakeholder. Working with the community around our manufacturing units has been a
focus area on the social front. We try to align our efforts with the Millennium Development Goals and make our contribution in
every possible manner. The company is gearing up to the requirements of REACH, a European Directive to continue smooth
operations in the region.
INVESTOR SERVICES
In its endeavour to improve investor services, your Company has taken the following initiatives:
• With a view to communicating on a real time basis, your company has been e-mailing to the shareholders, copies of
unaudited financial results, press releases and other similar communications soon after they are sent to the stock exchanges.
• The Investor Section on the website of the Company www.jubl.net has been revamped and enlarged and is more user
friendly now.
• A dedicated e-mail id viz. “investors@jubl.com” for sending communications to the Company Secretary has been made
effective. Members may lodge their complaints or suggestions on this e-mail as well.
• Shareholder Feedback: The Company has been mailing feedback forms to investors, annually, so as to bring about
improvement in service level based on responses received. The Company has now placed an on line Investor Feedback
Form on its website www.jubl.net under the head “Investors”. You may submit the form electronically.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY AFTER 31ST
MARCH, 2007
Your Company acquired Hollister-Stier Laboratories, LLC, a US entity engaged in high growth injectable contract manufacturing,
having a well established and stable Allergy immunotherapy business. The acquisition was on a debt-free cash-free basis for the
purchase price of US$ 122.5 Mn in cash. Your Company will also reimburse capital expenditure for capacity expansion of US$ 16
Mn through March, 2007 and certain cash capital expenditure for capacity expansion until the date of closing of the transaction.
The acquisition significantly strengthens your Company’s global CRAMS business via entry into the high barrier injectables
segment. This transaction is subject to the customary closing conditions and necessary regulatory approvals.
DIRECTORS’ RESPONSIBILITY STATEMENT
In compliance with Section 217 (2AA) of the Companies Act, 1956, the Directors of your Company, based on the representation
received from management, confirm:
• that in the preparation of annual accounts, the applicable accounting standards had been followed along with proper
explanation relating to material departures.
• that the Directors had selected such accounting policies and applied them consistently and made judgements and estimates
that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March,
2007 and of the profit and loss of the Company for the year ended 31st March, 2007.

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• that the Directors had 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.
• that the Directors had prepared the annual accounts on a going concern basis.
ACKNOWLEDGEMENTS
Your Directors acknowledge with gratitude the co-operation and assistance received from the Central and State Government
Authorities. Your Directors thank the Shareholders, Private Equity Investors, Financial Institutions, Banks/other lenders, Depositors,
Customers, Vendors and other business associates for their confidence in the Company and its management and look forward to
their continued support. The Board wishes to place on record its appreciation for the dedication and commitment of your Company’s
employees at all levels, which has continued to be our major strength.

FOR AND ON BEHALF OF THE BOARD


NOIDA Shyam S. Bhartia
April 27, 2007 Chairman & Managing Director

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Annexure to the Directors’ Report

Annexure-A
Details as per Regulation 12 of SEBI (ESOP & ESPS) Guidelines, 1999

a) Options granted during 2006-07 45,700*


b) Options granted upto 31st March, 2007 6,40,091*
c) Pricing formula Market price of share as on the date of grant, as per SEBI Guidelines.
d) Options vested upto 31st March, 2007 51,419*
e) Options exercised upto 31st March, 2007 600*
f) Total number of shares arising as a result of exercise of 3,000 Equity Shares of Re.1/- each will arise.
options upto 31st March, 2007
g) Options lapsed upto 31st March, 2007 83,997*
h) Variation of terms of options upto 31st March, 2007 Nil
i) Money realized by exercise of options upto 31st March, 2007 Rs.6,03,990
j) Total number of options in force upto 31st March, 2007 5,55,494*
k) Employee-wise details of options granted during 2006-07 to:
i) senior management personnel; Mr Ashok Kumar Rambal : 8,000 Options*
ii) any other employee who received a grant in any one year of options Mr Kulbhushan Gupta - 4,000 Options*
amounting to 5% or more of options granted during that year; Mr R. Kiran Kumar - 4,000 Options*
Dr. Surinder Kumar Bakshi - 4,000 Options*
iii) identified employees who are granted options, during any one Nil
year, equal to or exceeding 1% of the issued capital (excluding
outstanding warrants and conversions) of the company at the
time of grant
l) Diluted earning per share pursuant to issue of shares on exercise of The Company has calculated the employee compensation cost using
option calculated in accordance with Accounting Standard AS-20. the intrinsic value method of accounting to account for options issued
under “Jubilant Employees Stock Option Plan 2005”. The stock based
compensation cost as per the intrinsic value method for the financial
year 2006-07 is Nil.
m) Where the company has calculated the employee compensation cost If the employee compensation cost was calculated as per the fair-value
using the intrinsic value of the stock options, the difference between of options based on Black Scholes methodology, read with Guidance
the employee compensation cost so computed and the employee Note on “Accounting for Employee Share-based Payments” issued by
compensation cost that shall have been recognized if it had used the Institute of Chartered Accountants of India, the total cost to be Institute
fair value of the options, shall be disclosed. The impact of this dif- of Chartered Accountants of India, the total cost to be recognized in the
ference on profits and on EPS of the company shall also be disclosed financial statements for the year 2006-07 would be Rs.75.56 million.
The effect of adopting the fair value method on the net income and
earnings per share is presented below.

Pro Forma Adjusted Net Income and Earnings Per Share:


Particulars Rs. Million
Net Income
As Reported 2314.94
Add: Intrinsic Value Compensation Cost Nil
Less: Fair Value Compensation Cost 75.56
Adjusted Pro Forma Net Income 2239.38
Earnings Per Share of Re.1 each
Basic (In Rupees)
As Reported 16.17
Adjusted Proforma 15.64
Earnings Per Share of Re.1 each:
Diluted (In Rupees)
As Reported 13.22
Adjusted Pro Forma 12.78
n) Weighted-average exercise prices and weighted-average fair values of (i) Where exercise price equals the market price of the stock options:
options shall be disclosed separately for options whose exercise price - Weighted average of exercise prices of options: Rs.205.35 per
either equals or exceeds or is less than the market price of the stock share.
options - Weighted average of fair values of options: Rs.102.69 per share.
(ii) Where exercise price exceeds the market price of the stock
options: Not applicable
(iii) Where exercise price is less than the market price of the stock
options: Not applicable

o) A description of the method and significant The fair value has been calculated using the Black The fair value has been calculated using the Black
assumptions used during the year to estimate Scholes Option Pricing Model. Scholes Option Pricing Model.
the fair values of options, including the
following weighted-average information :–
i) date of grant 6th September, 2005 15th January, 2007
ii) risk-free interest rate, 7.52 % 8.5%
iii) expected life, 6.75 years 6.75 years
iv) expected volatility, 40 % 37%
v) expected dividends, and 0.90% 0.60%
vi) the price of the underlying share in market Rs.201.33 Rs.258.25
at the time of option grant.

* Each option entitles the holder to subscribe to 5 equity shares of Re.1 each.

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Annexure - B
DISCLOSURE UNDER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956 READ WITH COMPANIES (DISCLOSURE OF
PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

A. CONSERVATION OF ENERGY

(a) Energy Conservation measures taken

• Reduction of Light Diesel Oil (LDO) consumption for 3-cyano pyridine production by heat recovery.

• Reduction in steam consumption in Pyridine & Picoline Plant by heat recovery.

• Utilization of flash steam in Pyridine Plant thereby saving Coal.

• Rerouting of high-pressure steam for additional power generation using Low Pressure steam in place of High
Pressure steam in Pyridine Plant.

• Energy Conservation by rationalization and elevation of steam header.

• Utilization of flash steam derived from condensate scrubber in Acetic Anhydride Plant.

• Installation of variable frequency drive (VFD) on soft water pumps to save power.

• Conservation of energy by utilization of waste exhaust heat for steam generation.

• Conservation of energy by elimination of Support Oil Firing in biogas fired Boiler.

• Installation of instrumentation in cooling tower fans.

• Installation of Header pressure control system in cooling water circulation Pump.

• Impeller trimming /low speed operation for chilled water pump of Air Heating Unit system of plant-3.

• Header pressure control and avoidance of short cycling loop for chilled water and brine secondary pumps.

• Conversion of lightly loaded motors to star from deltas.

• Changed V belts of compressors to flat belts.

• Header pressure control of plant 4 hot water system.

• Installation of energy efficient hydrofoil agitators.

• Modification in steam trapping system.

• Integration of Utilities for pilot plant.

• Reduction of power by VFD implementation in the Plant 4 and Plant 5 in the following areas:-

o Current Transformer Fans

o Cooling water pumps

o Hot water pumps

• Power savings through installation of Dry Air Compressor: Screw compressor provided with separator & filter for
getting drier input quality air.

• Online pH Meter Installation in reactors leading to improvement of Trimethylamine and Ehylene oxide consumption
norms.

• Replacement of oil fired burner system by Agro waste fired hot air generator for Dry Choline Chloride product.

• Improvement in recovery of steam condensate.

• Reduction in vent and distribution losses of steam.

• Installation of steam de-superheater in Ethyl Acetate Plant I to reduce steam consumption.

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Annexure to the Directors’ Report

(b) Additional investment and proposals if any being implemented for reduction of consumption of energy

1. Reduction of Power Consumption norms in Distillery Plant.


2. Conservation of energy by converting the existing LDO fired thermic fluid heater to Biogas fired heater.
3. To increase heat recovery in Sulphuric Acid Plant.
4. Reduction in steam consumption by Continuous distillation for 1-degree pyridine in Pyridine Plant.
5. Reduction in steam consumption by continuous distillation for Beta-Picoline in 3-Cyano-Pyridine Plant.
6. Conservation of Energy by replacement of Vapour Absorption Heat Pump with double effect machine.
7. Conversion of LDO burners of Process Furnaces to Biogas.
8. Installation of 8 Kg/cm2 to 2 Kg/cm2 steam Turbine to generate additional power.
9. Improvement of boiler Efficiency by Replacement of Economizer.
10. Reduction in power consumption in Carbamezapine Plant.
11. Reduction of fuel oil consumption in hot oil unit.
12. Utilization of flash steam from condensate in Solvent Recovery plant.
13. VFD for refrigeration plant.
14. Flat belt installation for air compressor.
15. Installation of VFD in Induced draft fans of Fluidised Bed Combustion boilers to reduce consumption of power in
steam generation.
16. Installation of back pressure turbine to generate electricity.
17. Installation of biogas boiler to reduce consumption of coal.
18. Rationalisation of cooling water distribution in acid and ethyl acetate plant.

Expected investment in the above initiatives is Rs. 50 million.


(c) Impact of measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of
production of goods
• Reduction in steam and power consumption norms in all plants.
• Reduction in steam and power generation cost.
• Improved consistency in production.
1. Savings due to conservation of energy : Rs.80 Million per annum approx.
2. Savings due to proposal (b)(1) to (18) : Rs.45 Million per annum approx.

40 JUBILANT ORGANOSYS LIMITED

Director Report 32.p65 40 8/7/2007, 10:44 PM


(d) Total Energy Consumption and energy consumption per unit of production
FORM A
A. Power & Fuel Consumption
2006-07 2005-06
1. ELECTRICITY
A. Purchased
i) Units KWH 47,373,672.00 42,760,732.00
ii) Total Amount Rs.Million 208.10 161.07
iii) Rate / unit Rs./KWH 4.39 3.77
B. Own Generation
Through DG
i) Units KWH 41,141,986.00 67,123,599.00
ii) Unit per litre of RFO/LDO KWH/LTR 3.59 3.72
iii) Cost / unit Rs./KWH 4.73 3.68
Through Steam Turbine Generator *
i) Units KWH 124,421,920.00 78,594,560.00
ii) Units per MT of Steam KWH/MT 562.29 481.27
iii) Cost / unit Rs./KWH 1.34 1.56
2. Coal**
Quantity MT 313,529.68 264,478.17
Total Cost Rs.Million 730.24 621.67
Average Rate Rs./MT 2,329.09 2,350.53
3. Furnace Oil
Quantity KL 18,600.61 27,051.80
Total Cost Rs.Million 350.03 408.41
Average Rate Rs./KL 18,818.08 15,097.26
4. Others/Internal Generation
Internal Generation - Biogas
Quantity NM3 57,029,698.00 47,644,554.00
Total Cost *** Rs.Million 24.46 18.13
Average Rate Rs./NM3 0.43 0.38
* Steam is produced in boilers using coal, fuel and gas.
** E grade coal is used for power generation and C/D grade is used for steam generation.
*** No raw material cost as it is produced from waste water only.

B. Consumption per Unit of Production


2006-07 2005-06
Pharmaceuticals & Life Science Products
Electricity KWH/MT 640.56 565.75
Steam MT/MT 5.53 5.45
Furnace Oil L/MT 22.66 43.24
Bio Gas NM3/MT 150.79 261.14
Performance Polymers
Electricity KWH/MT 233.02 217.07
Steam MT/MT 0.09 0.12
Furnace Oil L/MT 4.85 4.09
Bio Gas NM3/MT - -
Industrial Products
Electricity KWH/MT 123.88 124.92
Steam MT/MT 1.18 1.19
Furnace Oil L/MT 0.89 1.34
Bio Gas NM3/MT 8.00 9.04

Reasons for variation in consumption of power and fuel from standard of previous year :
1. In Pharmaceuticals & Life Science Products segment consumption of furnance oil was reduced because of low raffinate
generation and hence lower burning of raffinate. Bio Gas consumption reduced due to higher burning of residue.
2. In Performance Polymers, Furnace oil consumption has gone up due to changes in product mix.
3. Power consumption has gone up due to induction of new products in existing plants and setting up of new plants.

ANNUAL REPORT - 2006-2007 41

Director Report 32.p65 41 8/7/2007, 10:44 PM


Annexure to the Directors’ Report

B. TECHNOLOGY ABSORPTION
(a) Research and Development (R&D)
The Company has R&D Centres at Noida, Gajraula, Nanjangud and Samlaya. The Company has 289 R&D employees out of
which 70 are doctorates and others are post graduates and graduates. R&D supports the activities of various business
segments through new product development, diversification, process development, absorption of technology and establishing
the technology on plant scale.
1. Specific areas where company carried out R&D:
(i) Active Pharmaceutical Ingredients and Dosage Forms
• Non-infringing Process development of generic Active Pharmaceutical Ingredients (APIs).
• Improvements in the processes for the manufacture of existing APIs.
• Creation of intellectual property through development of new synthetic innovative & non-infringing routes.
• Development of generic dosage forms (orals).
• Development of Novel Drug Delivery System.
(ii) Biotechnology
• Microbial processes for the treatment of industrial effluents.
• Bio composting
• Processes for the manufacture of speciality and fine chemicals using bio-conversion routes.
• A special emphasis is placed on a collaborative approach with leading institutions to speed up the development of
biocatalytic processes for synthesis of organic compounds.
(iii) Fine Chemicals
• Product/process developments in the area of hetrocyclic chemistry with complete emphasis on pyridine and its
derivatives.
• Chemistry skill diversification to non-hetrocyclic compounds.
• Process improvements in the manufacture of key products.
• Chiral compounds.
(iv) Custom Research and Manfacturing Services (CRAMS)
• Process development & process optimization for Innovator, Biotech & generic pharmaceuticals on Full Time Equivalent
(FTE) and Molecule basis.
• Analytical protocol development service on FTE and Molecule basis.
• Small-scale exclusive custom synthesis for pre-clinical and clinical studies.
• Niche expertise in developing & optimizing processes that are scalable for multi-ton quantities.
• Expertise in Route selection and non-infringing process development & Process Optimization to provide creative
chemical solutions by combining a unique set of technologies with our expertise in developing customized processes.
(v) Performance Polymers
• Development of speciality polymers.
• Development of ethoxylates & emulsifiers.
• Development of new latexes based on Butadiene chemistry.
• Development of animal health care products.
2. Benefits derived as a result of the above R&D
• Strong position in generics based business.
• Partner of choice for global pharmaceuticals and agrochemicals companies.
• Global leadership in select segments of our business.
• Development of new products.
• Generation of own Intellectual Property Rights to provide competitive edge.

42 JUBILANT ORGANOSYS LIMITED

Director Report 32.p65 42 8/7/2007, 10:44 PM


• Major growth in exports.
• Competitiveness in cost and quality.
• Effective effluent management.
3. Future Action Plan
• Process development for identified Active Pharmaceutical Ingredients.
• Process development for identified dosage forms.
• Novel Drug Delivery System research.
• Process development of new derivatives of Pyridine and related heterocyclic chemicals.
• Process development for non-heterocyclic chemicals by leveraging upon existing skills.
• Bio-transformations for the manufacture of fine and speciality chemicals.
• Synthesis of chiral compounds.
• Improvement in the fermentation technology and effluent management.
• Development of new products in the field of polymers and adhesives for applications in coating, textile, footwear, paper,
auto, electronic and other industries.
• Identification of new markets, viz, CIS, Russia, Africa, etc.
• Implementation of lean six sigma in R&D for enhanced efficiency.
4. Expenditure on R&D
(Rs. million)
2006-07 2005-06
(a) Capital 395.46 291.95
(b) Recurring 130.50 101.78
(c) Total 525.96 393.73
(d) Total R&D expenditure as a percentage of turnover 3.27% 2.84%
(e) R&D expenditure as a percentage of Pharmaceuticals &
Life Science Products turnover 7.28% 6.98%
(b) Technology absorption, adaptation and innovation:
1. Efforts, in brief, made towards technology absorption, adaptation and innovation.
Research & Development plays a vital role in developing and adopting new technologies to enhance our operational
efficiencies. We develop new technologies at the lab scale and our scientists and manufacturing engineers work in close
co-ordination to seamlessly scale-up the processes to commercial scale without losing on the efficiency of the processes.
Six Sigma initiatives at plants and R&D support the adoption of new technologies and enhance the efficiencies of our
manufacturing plants to provide better service to our customers.
2. Benefits derived as a result of the above efforts, e.g. product improvement, cost reduction, product development,
import substitution etc.
The innovation in all the areas of our business results in new and more efficient products, which helps in improvement of
the performance of our customers. Our R&D is grounded in business reality and we measure the performance of our
R&D through the new product launches over the last five years and their contribution to the net sales of your Company.
Over the last five years your company developed 130 products, which contribute 12% of the net sales.
These continuous efforts result in improvement in cost and a higher standard of service to our customers.
3. In case of imported technology (imported during the last 5 years reckoned from the beginning of the financial
year): Not Applicable
Technology Imported Year of import Has technology been fully absorbed? If not fully absorbed, areas where
this has not taken place, reasons
therefor and future plans of action.
————————————— NIL —————————————

ANNUAL REPORT - 2006-2007 43

Director Report 32.p65 43 8/7/2007, 10:44 PM


Annexure to the Directors’ Report

C. FOREIGN EXCHANGE EARNINGS AND OUTGO


a) Activities relating to exports, initiatives taken to increase exports, development of new export markets for products
and services; and export plans
• Activities relating to exports
Jubilant has increased its international presence by export led growth. During FY 2007, exports were Rs.6.3 billion as
compared to Rs.4.8 billion in the previous year, recording a growth of 32.9%. Exports contributed 39.28% of the net
sales of the Company during FY 2007 as compared to 34.3% in FY 2006.
Focus business areas are Pharmaceuticals and Life Science Products wherein Jubilant has made forays into regulated
and unregulated markets by creating investments in R&D facilities. Exports to regulated markets contributed 58% of the
total exports of the Company. China is another key growth market for the Company with sales growing by 11% during
the financial year 2007.
Your company exports around 60 products to more than 50 countries worldwide. The API division has opened up new
market of Latin America whereas CRAMS business has expanded its presence in Japanese market.
• Initiatives taken to increase exports
Exports is the focus area for growth for all business segments of your Company. It has more than 150 Life Science
companies globally as its customers and the Company is increasing its base in existing markets and also adding new
markets and customers to its existing portfolio.
Your company places a lot of emphasis on sustained customer relationships, cost effective solutions to customers and
would continue to leverage upon strong customer relations.
• Development of new export markets for products and services
Your Company added new products into markets during FY 2007, which include markets of Europe and Latin America.
Performance Polymers business enhanced its presence in the Middle East and the Indian sub-continent.
• Export Plans
Growth in exports would form the basis of the company’s increased turnover and market share. This would be led by
focus on regulated markets of Europe, USA and Japan and opportunities in other markets of China, Latin America and
Africa. Asian markets would continue to provide the focus for Industrial products and Performance Polymers.
• Approach towards Foreign Exchange Risk Management
Your Company actively manages foreign exchange risk on its exposures. The objective is to protect foreign exchange
exposures from the risk of unfavourable market trends. When exchange rate movements reveal a trend which adversely
affects the value of the Company’s exposures, forward contracts or derivates are evaluated and implemented to ensure
that there is a high degree of certainty about the exchange rates at which actual transactions will be recorded. When
market exchange rate trends are in favour of the Company’s exposures, such exposures are kept unhedged to benefit
from these movements.
(b) Total foreign exchange used and earned
(Rs. Million)
2006-07 2005-06
Foreign exchange used 2697 2729.03
Foreign exchange earned 6335.17 4653.94

44 JUBILANT ORGANOSYS LIMITED

Director Report 32.p65 44 8/7/2007, 10:44 PM


Annexure - C
STATEMENT U/S 217 (2A) OF THE COMPANIES ACT, 1956 READ WITH THE COMPANIES (PARTICULARS OF EMPLOYEES) RULES, 1975 AND FORMING PART OF DIRECTORS’ REPORT FOR THE YEAR ENDED 31ST MARCH, 2007
S.No. Employee Name Designation & Qualification Total Working Date of Age Remuneration Previous employment held
Nature of Duties Experience Commencement (Rs.)

Director Report 32.p65


(Years) of Employment Designation Name of the Company

A. EMPLOYED FOR FULL YEAR AND IN RECEIPT OF REMUNERATION FOR THE YEAR WHICH IN AGGREGATE WAS NOT LESS THAN Rs. 24,00,000.
1 Adurti Satyadev Chief of Information Technology B.E, PGD in Planning & Management 18 3-Feb-01 41 3,470,958 Information Management & Bausch & Laumb India Ltd.
Technology Manager
2 Agarwal Dr. Ashutosh Head of R&D (Organic) Ph.D (Synthetic Organic Chemistry) 26 20-Aug-98 49 4,268,612 DGM - Organic Chemical Business Ballarpur Industries Ltd.
3 Agrawal Neeraj BU Head - API Business B.Tech (Electrical Engg.), MBA 12 2-Jun-03 34 4,091,758 JEM Mckinsey & Company-India
4 Bang S. * Executive Director (Manufacturing & M.Tech (Chemical Engg.) 34 1-Feb-97 56 7,055,469 President (Project Division) Enpro India Limited
Supply Chain Operations)
5 Bhaskar Rajesh Head-R&D (Dosage Forms) M Pharma - Pharmaceutics 21 26-Jul-04 46 4,362,014 Associate Director Ranbaxy Laboratories Ltd.

45
ANNUAL REPORT - 2006-2007
6 Dubey Dr. Sushil Kumar Head - Pharma R&D M.Sc., Ph.D 25 24-Feb-03 52 3,782,789 Vice President Zydus Cadila Healthcare Ltd.
7 Gupta Kulbhushan Head of OD, Training & Six Sigma B.E. (Mechanical Engg.), MBA 13 18-Aug-03 35 3,577,274 Quality Leader Training/Deployment I.G.E.(India) Ltd.
(Operations Management)
8 Ghose A. K. Chief of Environment, Health & Safety M.Sc. Engg. (Civil) 36 16-May-97 62 2,619,953 Additional Director-Environment SAIL
9 Kamalakar Bundla Venkat Business Unit Head - Dosage Forms B.Pharma (Hons.), Master of 19 24-May-04 44 4,077,248 Director Of Operations Niche Generics Ltd.
Management Studies
10 Kapasi Rajiv Head of Strategy & Business CA 11 8-Sep-03 32 2,453,618 Senior Consultant Ernst & Young
Development (Chemicals & Polymers)
11 Kapoor Pankaj President - Acetyles, M.Sc. (Agri. Economics), PGDM 20 26-Mar-99 44 4,851,946 National Marketing Manager Advanta India Ltd.
Ethanol & Speciality Gases
12 Kapoor Raju President - Agrovet MBA 25 4-Mar-99 46 4,119,223 Vice President (Agribusiness Division) Fungicides (India) Ltd.
13 Khare V. P. Senior Vice President - International Sales B.Sc., Diploma in Export Management 31 15-May-98 50 2,723,421 DGM Rajasthan Petro Synthetics Ltd.
& Materials Management
14 Khanna Dr. J. M. * Executive Director & President (Life Sciences) M.Sc., Ph.D. 41 16-Aug-02 66 10,826,897 President (R & D) Ranbaxy Laboratories Ltd.
15 Kumar Anil President- Projects B.Tech (Chemical Engg.) 32 24-Jan-06 54 4,093,115 President-Technical Bajaj Hindustan Ltd.
16 Kumar R. Kiran Vice President - Operations B.Tech (Chemical Engg.), 20 5-Sep-05 44 2,903,039 Sr.Director (Works) Dr.Reddy’s Laboratories Ltd.
M.Tech (Transfer Process)
17 Mathur Puneet GU Head - Solid PVA & Latex M.Sc., MBA 20 20-Dec-01 46 2,769,083 National CSS Manager Coca Cola India
18 Mukherjee Ananda President - Polymers B.E. (Mechanical Engg.), PGDM (Mktg.) 24 6-May-05 48 5,111,890 Vice President - International Business Havell’s India Ltd.
19 Mukherji Gour Head - Novel Drug Delivery System Ph.D., M. Pharma 19 1-Mar-05 47 3,569,110 Vice President Wockhardt Ltd.
20 Ramnath P GU Head - Advanced Intermediates B.Tech (Chemical Engg.), PGDM 23 26-Mar-99 49 2,836,202 GM (Sales) Praxair Carbon Dioxide Pvt.Ltd.
21 Roy Dilip Chief of HR B.A. (Eco-H), PGD-HR&IR 25 6-Apr-05 47 4,537,381 Director - Corporate HR Ranbaxy Laboratories Ltd.
22 Sahrawat S. S. Vice President - Human Resources MSW 27 3-Apr-89 52 2,580,036 Assistant Manager Hero Honda Motors Ltd.
23 Sankaraiah R. Executive Director (Finance) B.Sc., FCA 23 9-Sep-02 48 8,880,040 GM Finance SRF Limited
24 Singh S. N. * Executive Director (Chemicals) B.Sc.(Chemical Engg.) 46 14-Dec-81 69 7,619,104 General Manager I D P Limited
25 Srivastava A. P. Senior Vice President - Corporate Affairs B.A. 39 17-Nov-90 61 3,262,438 Manager Reliance Industries Ltd.
26 Srivastava Rajesh Kumar President - Fine Chemicals & CRAMS B.Tech.(Chemical Engg.), 20 19-Aug-00 42 4,738,200 Marketing Manager Ranbaxy Fine Chemicals Ltd.
Masters in Marketing Management
27 Sengar C. S. Business Unit Head - Acetyls B.Sc., MBA(Marketing) 20 13-Jul-88 43 2,753,740 Assistant Officer J.K.Synthetics Ltd.
28 Tandon L. R. Senior Vice President - International Sales B.Sc. Engg. (Mech.), MBA 31 1-Mar-93 55 2,965,200 Assistant General Manager Mohan Exports Ltd.
29 Tandon Piyush GU Head - Niche Business (API) B.E. (Chemical Engg.), 20 22-Nov-04 43 2,447,374 Asst. Vice President Pharma (Alathur) Sanmar Speciality Chemicals Ltd.
Diploma in Management
30 Yadav Pramod President - Advanced Intermediates, B.Sc. (Tech.), Masters in 20 4-Sep-95 44 4,733,884 Marketing Manager (North) Bhansali Engg. Polymers Ltd.
Speciality Gases & Vitamins Marketing Management

B. EMPLOYED FOR PART OF THE YEAR AND IN RECEIPT OF REMUNERATION WHICH IN AGGREGATE WAS NOT LESS THAN RS. 2,00,000 P.M.
1 Ahluwalia Jaswinder Singh Head - Logistics M.Sc., MBA (Marketing) 21 14-Aug-06 49 1,789,849 Chief Executive-Logistics BOC India
2 Bhagwat M. M. Associate Head - R&D Ph.D 30 18-Jan-88 59 2,384,591 Senior Research Scientist Ahmedabad Textile Industry’s
Research Association

8/7/2007, 10:44 PM
3 Chhachhi Mahadeep S. Chief of Supply Chain B.Tech (Chemical Engg.), 29 01-Nov-06 53 2,233,705 GM Glaxo Smithkline Consumer
PGDM (Operations Management) Healthcare Ltd.
4 Pradhan Lalit Kumar Vice President - Operations M.Pharma (Pharmacology) 20 15-Jan-07 48 625,908 Associate VP Wockhardt Ltd.
5 Puri Dr. Sukhbir Business Unit Head M.Sc., Ph.D 27 1-Apr-04 57 412,856 Director - Supply Chain U D V India Ltd.
6 Rambal Ashok Kumar Chief of Manufacturing B.E. (Chemical Engg.) 31 1-Sep-06 54 1,823,504 Vice President - Manufacturing Solaris Chemtech Ltd.
7 Ravishankar P. President - HR B.A. (Economics), PGDIP (IR & PM) 26 21-Dec-06 49 1,428,218 Chief Operating Officer Bharti Comptel Ltd.
8 Tiwari Vinod Mani Vice President - Manufacturing B.E. (Chemical Engg.) 27 12-Sep-05 46 2,272,227 Head - Operations & Project Director Petronas Malaysia

NOTES
1 * Employment of these are contractual. Employment of others is governed by the rules and regulations of the company from time to time.
2 All above persons are/were full time employees of the Company.
3 None of the above employees is related to any directors of the company.
4 No employee out of the above, falls within the meaning of section 217 (2A)(a)(iii) of the Companies Act, 1956.
5 Remuneration comprises salary, allowances and taxable value of perquisites.

45
Report on Corporate Governance

Annexure-D

REPORT ON CORPORATE GOVERNANCE


a) Company’s Philosophy
Corporate Governance is both a tradition and a way of life at Jubilant.
Our Jubilant promise is: Caring, Sharing, Growing.
“We will, with utmost care for the environment, continue to enhance value for our customers by providing innovative
products and economically efficient solutions and for our shareholders through sales growth, cost effectiveness and wise
investment of resources.”
This credo succinctly sums up our basic corporate governance principles as follows:
• Caring for the environment which includes caring for the society around us.
• Enhancement of stakeholders value through pursuit of excellence, efficiency of operations, quest for growth and
continuous innovation.
• Transparency, promptness and fairness in disclosures to and communication with all stakeholders including shareholders,
government authorities, customers, suppliers, lenders, employees and the community at large.
• Complying with laws in letter as well as in spirit.
Our Vision is driven by our Values, which are:
• teamwork to inspire confidence
• efficiency to create and provide best value to customers
• know how to provide innovative solutions
• delivery to provide excellent quality of products and services
The highlights of Jubilant’s Corporate Governance Regime are:
• Broad based and well-represented Board with a fair representation of executive, non-executive and independent
directors with more than three-fourths of the board being non-promoters.
• Constitution of several Committees such as Audit Committee, Remuneration Committee, Investors Grievance Committee,
etc. for more focused attention.
• Established Codes of Conduct for Directors and Senior Management as also for other employees. Instituted Whistle-
blower policy and Code of Conduct for Prevention of Insider Trading.
• Focus on hiring, retaining and nurturing best talent and to promote a culture of excellence across the organisation.
Exhaustive HRD Policies cover succession planning, training and development, employee grievance handling.
• Organisation wide ‘Velocity’ initiatives taken which include world-class improvement methodologies such as Six Sigma,
Lean and World Class manufacturing.
• Exhaustive and unique system of internal controls spanning over 1000 control points monitored through especially
designed software. The Company has voluntarily completed the documentation required as per Sarbanes-Oxley Act.
• Robust Risk Management framework for identifying various risks, assessing their probability as well as likely impact
and finalizing risk minimization plans.
• Regular communication with shareholders including through mailing of quarterly results along with Chairman’s message,
e-mailing of quarterly results just after release to Stock Exchanges, obtaining regular and also online feedback from
shareholders.
• Comprehensive Corporate Sustainability Management System focussing on triple bottom- line reporting on economic,
environment and society parameters as per Global Reporting Initiatives standards with a stated policy on sustainability.
The Corporate Governance practices are now being recognised by the Society. Jubilant was selected as one of the top 25
companies for Institute of Company Secretaries of India National Award for Excellence in Corporate Governance, 2006.
Similarly, Institute of Directors selected the Company as Finalist in the Golden Peacock Award for Excellence in Corporate
Governance, 2006.
b) Board of Directors
The Board comprises of twelve directors out of which seven are Non-Executive Independent Directors, two Managing
Directors and three Executive Directors.

Board Meetings held during the year


During the year under review, 4 Board Meetings were held on April 18, 2006, July 18, 2006, October 17, 2006 and January 16,
2007. The composition of the Board of Directors and attendance of directors at the Board meetings, Annual General Meeting as
also number of other directorships/committee memberships in Indian public limited companies are as follows:

46 JUBILANT ORGANOSYS LIMITED

Jublient Corporate 46-66.p65 46 8/7/2007, 10:46 PM


Name of the Director Attendance No. of Category of Other Committee
at last Board Meetings Director Director- memberships
AGM attended ships^ (including
Chairmanship)** ^
Mr. Shyam S. Bhartia Yes 4 CMD (Promoter) 12 1 (1)
Mr. Hari S. Bhartia Yes 3 CCMD (Promoter) 11 4
Dr. J. M. Khanna Yes 2 ED 2 1
Mr. S. N. Singh Yes 3 ED 1 1
Mr. Shyam Bang Yes 4 ED 1 1
Mr. Bodhishwar Rai Yes 4 NED/ID 12 10 (5)
Mr. Arabinda Ray No 4 NED/ID 1 -
Mr. Surendra Singh No 4 NED/ID 6 6 (2)
Dr. Naresh Trehan No 3 NED/ID 6 1
Mr. H. K. Khan No 3 NED/ID 3 3 (1)
Mr. Ajay Relan # No 3 NED/ID 9 2
Mr. Abhay Havaldar * No 4 NED/ID 2 2
Mr. Vishal Marwaha #
(Alternate Director to No 1 NED/ID 1 1
Mr. Ajay Relan)

CMD - Chairman & Managing Director; CCMD - Co-Chairman & Managing Director; NED - Non Executive Director; ED- Executive
Director; ID - Independent Director.
# Nominee of Citicorp International Finance Corporation and HPC Mauritius Ltd. – Equity Investors.
* Nominee of GA European Investments Limited – Equity Investors
** Committees for this purpose include Audit Committee and Investors Grievance Committee only. Committees of Jubliant are
also included.
^ Excluding private companies and foreign companies
Board Agenda and Minutes
Regular Board meetings are held at least four times a year. In addition, special meetings are called as may be necessary. An
annual calendar of meetings is provided to the directors in the beginning of the year, to enable them to plan their attendance at
the meetings. Directors are expected to attend Board Meetings, spend the time necessary and meet as frequently as the situation
warrants to properly discharge their responsibilities.
The Chairman and Managing Director (CMD)/Co-Chairman and Managing Director (CCMD) of the Company from time to time
invite officers and other employees of the Company to attend Board Meetings, whenever deemed appropriate.
All Directors on the Board and various departments of the Company, communicate to the Company Secretary the matters
requiring approval of the Board well in advance so that these can be included in the Agenda for the scheduled Board Meeting.
Agenda papers are circulated to the Board well in advance before the Board Meeting. The agenda items are inclusive but not
exhaustive of the following:
• Annual operating plans and budgets and any updates.
• Capital budgets and any updates.
• Quarterly results for the company and its operating divisions.
• Minutes of meetings of various committees of the board.
• The information on recruitment and remuneration of senior officers just below the board level, including appointment or
removal of Chief Financial Officer and the Company Secretary.
• Show cause, demand, prosecution notices and penalty notices which are materially important.
• Fatal or serious accidents, dangerous occurrences, any material effluent or pollution problems.
• Any material default in financial obligations to and by the company or substantial non-payment for goods sold by the company.
• Any issue, which involves possible public or product liability claims of substantial nature, including any judgement or order
which may have passed strictures on the conduct of the company or taken an adverse view regarding another enterprise that
can have negative implications on the company.
• Details of any joint venture or collaboration agreement.
• Transactions that involve substantial payment towards goodwill, brand equity or intellectual property.
• Significant labour problems and their proposed solutions. Any significant development on the Human Resources/ Industrial
Relations front like signing of wage agreement, implementation of Voluntary Retirement Scheme etc.
• Sale of material nature of investments, subsidiaries or assets, which is not in the normal course of business.
• Quarterly details of foreign exchange exposures and the steps taken by management to limit the risks of adverse exchange
rate movement, if material.
• Non-compliance of any regulatory, statutory or listing requirements and shareholders service such as non-payment of dividend,
delay in share transfer etc.

ANNUAL REPORT - 2006-2007 47

Jublient Corporate 46-66.p65 47 8/7/2007, 10:46 PM


Report on Corporate Governance

Applicable provisions of law are being complied with by the Company. Further, the Company has substantially complied with the
Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).
Draft Minutes of the Board meetings are circulated to the Directors of the Company for their comments thereon and thereafter
confirmed by the Board in their next Meeting.
c) Committees of the Board
The Board of Directors has constituted Committees of Directors with adequate delegation of powers to discharge urgent business
of the Company. Committee members are appointed by the Board with the consent of individual directors. The Committees meet
as often as required.
Each Committee has its own charter. The Charters of the Committees set forth the purposes, goals and responsibilities of the
Committees.
The various Committees are:
I. CORPORATE GOVERNANCE COMMITTEES
• Audit Committee
• Investors Grievance Committee
• Remuneration Committee
II. OTHER COMMITTEES
• Finance Committee
• Compensation Committee
• Special Committes
The detailed terms of reference, composition, quorum and other details of the Committees are as under:
AUDIT COMMITTEE
The Audit Committee primarily constitutes a formal and transparent arrangement for accurate financial reporting and strong
internal controls. The Committee through regular interaction with external and internal auditors and review of various financial
statements ensures that the interests of stakeholders are properly protected.
All members of the Audit committee are financially literate and a majority have accounting or financial management expertise.
i) Terms of reference
The terms of reference of Audit Committee are the reviewing of all matters specified in clause 49 of the Listing Agreement
and Section 292A of the Companies Act, 1956, which inter-alia include the following:
 Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the
statutory auditor and the fixation of audit fees.
 Approval of payment to statutory auditors for any other services rendered by the statutory auditors.
 Reviewing with the management, the annual financial statements before submission to the Board for approval, with
particular reference to:
• Matters required to be included in the Directors’ Responsibility Statement to be included in the Board’s report in
terms of clause (2AA) of section 217 of the Companies Act, 1956
• Changes, if any, in accounting policies and practices and reasons for the same
• Major accounting entries involving estimates based on the exercise of judgment by management
• Significant adjustments made in the financial statements arising out of audit findings
• Compliance with listing and other legal requirements relating to financial statements
• Disclosure of any related party transactions
• Qualifications in the draft audit report.
 Reviewing, with the management, the quarterly financial statements before submission to the board for approval.
 Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control
systems.
 Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department,
staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal
audit.
 Discussion with internal auditors of any significant findings and follow up there on.
 Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected
fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.
 Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-
audit discussion to ascertain any area of concern.
 To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in
case of non payment of declared dividends) and creditors.
 Reviewing the functioning of the Whistle Blower mechanism.
 Reviewing the Management discussion and analysis of financial condition and results of operations.
 Reviewing the Statement of significant related party transactions, submitted by management.
 Reviewing Management letters / letters of internal control weaknesses issued by the statutory auditors.
 Reviewing the Internal audit reports relating to internal control weaknesses; and
 Reviewing the appointment, removal and terms of remuneration of the Chief internal auditor.

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ii) Composition
The Committee comprises of 6 Non-Executive Independent Directors:
- Mr. Bodhishwar Rai (Chairman)
- Mr. Arabinda Ray
- Mr. Surendra Singh
- Mr. Ajay Relan
- Mr. Abhay Havaldar
- Mr. H. K. Khan
- Mr. Vishal Marwaha (being Alternate Director to Mr. Ajay Relan) is an alternate member.
Invitees
- Mr. S. N. Singh (Executive Director)
- Mr. Shyam Bang (Executive Director)
- Mr. R. Sankaraiah (Executive Director- Finance)
The External Auditors, Internal Audit firm’s representative, Cost Auditor, and/or other executives as desired by the Committee,
attend the meetings as invitees.
Secretary
- Mr. Lalit Jain (Company Secretary)
iii) Meetings and Quorum
The Audit Committee meets at least four times in a year with a gap of not more than four months between two meetings.
The quorum for the meeting is either two members or one third of the members, whichever is higher.
iv) Attendance during 2006-07
The Committee met 5 times during the year on April 17, 2006, July 18, 2006, September 25, 2006, October 16, 2006 and
January 15, 2007. The attendance details are as follows:
Name of the Member Status No. of meetings
attended
Mr. Bodhishwar Rai Chairman 5
Mr. Arabinda Ray Member 5
Mr. Surendra Singh Member 4
Mr. Ajay Relan Member -
Mr. Abhay Havaldar Member 1
Mr. H. K. Khan Member 4
Mr. Vishal Marwaha * Alternate member * 1
* Alternate Director to Mr. Ajay Relan
The Chairman of the Audit Committee was present at Annual General Meeting to answer shareholder queries.
INVESTORS GRIEVANCE COMMITTEE
The Investors Grievance Committee aims at redressal of shareholder complaints and overseeing investor services.
To expedite the process of share transfers, the Board of the company has delegated the power of share transfer to the Investors
Grievance Committee which attends to share transfer formalities at least once in a fortnight.
i) Terms of reference
The Committee approves the matters relating to:
• Transfer or transmission of shares
• Issue of duplicate share certificates
• Non-receipt of balance sheet
• Non-receipt of dividend
• Review or redressal of investors’ grievances
• Other areas of investor service
ii) Composition
The Committee comprises of the following Directors:
- Mr. H. K. Khan (Chairman)
- Mr. Bodhishwar Rai
- Mr. S. N. Singh
- Mr. Shyam Bang

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Report on Corporate Governance

Secretary and Compliance Officer


- Mr. Lalit Jain
iii) Meetings and Quorum
The Investors Grievance committee meets at least once in a fortnight. The quorum for the meeting is either two members
or one third of the members of the Committee, whichever is higher.
iv) Attendance during 2006-07
The Committee met each fortnight during the year. The attendance details are as follows:
Name of the Member Status No. of meetings attended
Mr. H. K. Khan Chairman 19
Mr. Bodhishwar Rai Member 24
Mr. S. N. Singh Member 20
Mr. Shyam Bang Member 15

v) Investors’ Complaints received and resolved during the year


During the year, the Company received 238 complaints, which were resolved. No complaint was pending as on March 31,
2007.
vi) Transfers and Transmissions approved
During the year under review, the Company received 482 cases (256620 shares) of share transfer/transmissions/ transposition
out of which 230 cases (130850 shares) were transferred and 252 cases (125770 shares) were rejected for technical
reasons.
The Company had 20893 investors as on March 31, 2007.
REMUNERATION COMMITTEE
The Remuneration Committee is responsible for framing policy on executive remuneration and for fixing the remuneration packages
of Wholetime/Managing Directors. It also ensures that the levels of remuneration are sufficient to attract, retain and motivate
directors to run the company successfully.
i) Terms of reference
The Committee is empowered to decide and approve the remuneration of the Executive Board Members of the Company.
ii) Composition
The Committee comprises of 3 Non-Executive Independent Directors namely:
- Mr. Arabinda Ray (Chairman)
- Mr. Bodhishwar Rai
- Mr. Surendra Singh
Invitee
- Mr. R. Sankaraiah (Executive Director- Finance)
Secretary
- Mr. Lalit Jain (Company Secretary)
iii) Meetings and Quorum
The committee meets as frequently as circumstances necessitate. The quorum for the meeting is either two members or
one third of the members of the committee, whichever is higher.
iv) Attendance during 2006-07
During the year, one meeting of the Committee was held on January 15, 2007, which was attended by all the Members.
FINANCE COMMITTEE
The Board of Directors of the Company has delegated to the Finance Committee, the powers to borrow moneys.
i) Terms of reference
• To avail financial assistance from Banks, Financial Institutions, NBFCs, Mutual Funds, Insurance Companies or any
other Lenders by way of term loans, working capital loans or any other funding method.
• To approve creation of the mortgages/charges in favour of lenders.

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ii) Composition
The Committee comprises of the following:
- Mr. Shyam S. Bhartia (Chairman)
- Mr. Hari S. Bhartia
- Mr. Bodhishwar Rai
- Mr. S. N. Singh
- Mr. Shyam Bang
Invitee
- Mr. R. Sankaraiah (Executive Director- Finance)
Secretary
- Mr. Lalit Jain (Company Secretary)
iii) Meetings and Quorum
The committee meets as frequently as circumstances necessitate. The quorum for the meeting is either two members or
one third of the members, whichever is higher.
iv) Attendance during 2006-07
During the year, three meetings of the Committee were held. The attendance details are as follows:
Name of the Member Status No. of meetings attended
Mr. Shyam S. Bhartia Chairman 2
Mr. Hari S. Bhartia Member 2
Mr. Bodhishwar Rai Member 3
Mr. S. N. Singh Member 3
Mr. Shyam Bang Member 3

COMPENSATION COMMITTEE
The Compensation Committee has been constituted for administration and superintendence of the Jubilant Employees Stock
Option Plan, 2005 (ESOP).
The Committee frames suitable policies and systems for grant of stock options so that there is full compliance with the relevant
provisions of the law. It also monitors the quantum of options to be granted under ESOP.
i) Terms of reference
• To determine the quantum of options to be granted under ESOP per employee and in the aggregate;
• To formulate the conditions under which options vested in employees may lapse in case of termination of employment
for misconduct;
• To specify the exercise period within which the employees should exercise the options and that options would lapse
on failure to exercise within the exercise period;
• To specify the time period within which the employee shall exercise the vested options in the event of termination or
resignation;
• To establish the right of an employee to exercise all the vested options at one time or at various points of time within
the exercise period;
• To formulate the procedure for making a fair and reasonable adjustment to the number of options and to the exercise
price in case of corporate actions such as rights issues, bonus issues, merger, sale of division and others and in case
of employees who are on long leave and the procedure, if any, for cashless exercise of options.
• To frame suitable policies and systems to ensure compliance with Securities and Exchange Board of India (Insider
Trading) Regulations, 1992 and Securities Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices
relating to the Securities Market) Regulations, 1995.
ii) Composition
The Committee comprises of the following Directors:

- Mr. Bodhishwar Rai (Chairman)


- Mr. Hari S. Bhartia
- Mr. S. N. Singh
- Mr. Surendra Singh
- Mr. H. K. Khan
Invitee
- Mr. R. Sankaraiah (Executive Director- Finance)
Secretary
- Mr. Lalit Jain (Company Secretary)

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Report on Corporate Governance

iii) Meetings and Quorum


The Committee meets as frequently as circumstances necessitate. The quorum for the meeting is either two members or
one third of the members, whichever is higher.
iv) Attendance during 2006-07
During the year, three meetings of the Committee were held. The attendance details are as follows:
Name of the Member Status No. of meetings attended
Mr. Bodhishwar Rai Chairman 3
Mr. Hari S. Bhartia Member 2
Mr. S. N. Singh Member 3
Mr. Surendra Singh Member 2
Mr. H. K. Khan Member 3

SPECIAL COMMITTEES
The Special Committees have been constituted to issue and allot FCCBs / GDS / Equity shares etc. The Committees decide the
type of instrument and the terms and conditions of the issue/allotment/ conversion, appointment of merchant bankers, lawyers,
auditors, depositories, printers and various other agencies.
i) Terms of reference
 To decide the type of instrument and the terms and conditions of the issue/allotment/ conversion, appointment of
various agencies.
 To take all actions and decisions on matters relating to and/or incidental to the aforesaid issue
 To decide the nature, timing, pricing and other terms and conditions of the issue.
 To issue and allot the GDSs / ADSs / FCCBs / Equity shares.
 To liaise with any regulatory authority.
 To approach stock exchange(s) for listing of the FCCBs/ GDSs / ADSs/ Equity shares.
 To do all other acts and deeds in connection with above.
ii) Composition
Both the Committees comprise of the following Directors:
- Mr. Shyam S. Bhartia (Chairman)
- Mr. Hari S. Bhartia
- Mr. S. N. Singh
- Mr. Bodhishwar Rai
Invitee
- Mr. R. Sankaraiah (Executive Director- Finance)
Secretary
- Mr. Lalit Jain (Company Secretary)
iii) Meetings and Quorum
The Committees meet as frequently as circumstances necessitate. The quorum for the meeting is either two members or
one third of the members, whichever is higher.
iv) Attendance during 2006-07
During the year, seven meetings of these Committees were held. The attendance details are as follows:

Name of the Member Status No. of meetings attended


Mr. Shyam S. Bhartia Chairman 3
Mr. Hari S. Bhartia Member 3
Mr. S. N. Singh Member 7
Mr. Bodhishwar Rai Member 7

SUPPLY CHAIN COMMITTEE


i) Terms of reference
 To discuss major raw materials planning, purchase price monitoring etc.
 To discuss issues on supplier advances, logistics and inventory.
 To monitor statutory compliances.
 To discuss the issues relating to write offs.
 To deal with Indirect tax matters.

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ii) Composition
- Mr. Shyam Bang (Executive Director)
- Mr. S.N. Singh (Executive Director)
- Dr. J. M. Khanna (Executive Director)
- Mr. R. Sankaraiah (Executive Director-Finance)
- Mr. Mahadeep S Chachhi (Chief of Supply Chain)
- Mr. Rajiv Kapasi (Head of Strategy & Business Development- Chemicals & Polymers)
Any other person if required, is invited.
iii) Meetings
The Committee meets as frequently as circumstances necessitate. Normally meetings are held once a week.
PURCHASE COMMITTEE
i) Terms of reference
- To approve Purchase Orders exceeding the laid down limits.
- To review purchase proposals, vendor evaluation, logistics, contract planning.
ii) Composition
- Mr. Shyam Bang (Executive Director)
- Mr. S.N. Singh (Executive Director)
- Dr. J. M. Khanna (Executive Director)
- Mr. R. Sankaraiah (Executive Director-Finance)
- Mr. Mahadeep S Chachhi (Chief of Supply Chain)
- Mr. Rajiv Kapasi (Head of Strategy & Business Development- Chemicals & Polymers)
Any other person if required, is invited.
iii) Meetings
The Committee meets as frequently as circumstances necessitate. Normally the Committee meets twice a week.
BUSINESS PERFORMANCE REVIEW COMMITTEE
i) Terms of reference
To review the business performance of the Company.
ii) Composition
- Mr. Shyam S. Bhartia (Chairman and Managing Director)
- Mr. Hari S. Bhartia (Co- Chairman and Managing Director)
- Mr. R. Sankaraiah (Executive Director-Finance)
- Dr. J. M. Khanna (Executive Director)
- Mr. S.N. Singh (Executive Director)
- Mr. Shyam Bang (Executive Director)
- Mr. Rajiv Kapasi (Head of Strategy & Business Development- Chemicals & Polymers)
Any other person if required, is invited.
iii) Meetings
The Committee meets as frequently as circumstances necessitate. Normally meetings are held once in a month.
CAPEX COMMITTEE
i) Terms of reference
To approve the capital expenditure proposals.
ii) Composition
- Mr. R Sankaraiah (Executive Director-Finance)
- Mr. Shyam Bang (Executive Director)
- Mr. S.N. Singh (Executive Director)
- Dr. J. M. Khanna (Executive Director)
- Mr. Rajiv Kapasi (Head of Strategy & Business Development- Chemicals & Polymers)
Any other person if required, is invited.
iii) Meetings
The Committee meets as frequently as circumstances necessitate. Normally meetings are held once in a month.
CREDIT CONTROL COMMITTEE
i) Terms of reference
- To approve credit limits of customers.
- To perform Age analysis of Debtors.
ii) Composition
- Mr. R Sankaraiah (Executive Director-Finance)
- Mr. S.N. Singh (Executive Director)
- Dr. J. M. Khanna (Executive Director)
- Mr. Shyam Bang (Executive Director)
- Mr. Rajiv Kapasi (Head of Strategy & Business Development- Chemicals & Polymers)
Any other person if required, is invited.

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Report on Corporate Governance

iii) Meetings
The Committee meets as frequently as circumstances necessitate.
d) Details of remuneration paid to directors for the year 2006-07, their Directorships, business interests and
relationships with the other Directors/Company.
i) Remuneration to Managing/Whole-Time Directors
Mr. Shyam S. Bhartia, Chairman & Managing Director and Mr. Hari S. Bhartia, Co-Chairman & Managing Director were re-
appointed for a period of five years each w.e.f. April 01, 2002. Mr. S. N. Singh and Mr. Shyam Bang, Executive Directors
were re-appointed for a period of five years each w.e.f. November 01, 2003. Dr J.M. Khanna, was appointed on August 16,
2002 as Executive Director for a period of five years.
Remuneration including perquisites, commission and retirement benefits paid/payable to directors for the year 2006-07
was as follows:
(Amounts in Rupees)
Mr. Shyam Mr. Hari Mr. S. N. Singh Mr. Shyam Dr. J.M. Khanna
S. Bhartia S. Bhartia Bang
Salary 1,500,000 1,500,000 4,042,050 3,876,300 5,501,250
Commission 16,500,000 16,500,000 Nil Nil Nil
Perquisites/Allowances 1,617,963 3,686,151 3,577,054 3,179,169 5,325,647
Contribution to Superannuation Fund - - - 581,445 -
Contribution to Provident Fund 180,000 180,000 485,046 465,156 660,150
TOTAL 19,797,963 21,866,151 8,104,150 8,102,070 11,487,047
The above excludes the provision for gratuity as the same is calculated on overall company basis.
Service Contracts, Notice Period, Severance Fees
The appointments of Managing Directors and Whole-time Directors are contractual.
The appointments of the Whole time Directors are terminable by the Company by giving 3 months notice or salary in lieu
thereof.
ii) Remuneration to Non-Executive Directors
Sitting fees for Board Meetings/ Committee Meetings and commission paid/ payable to the Non-Executive Directors for
year ended March 31, 2007 were as under:
Sitting Fees Rs. Commission* Rs.
Mr. Bodhishwar Rai 225,000 200,000
Mr. Arabinda Ray 135,000 200,000
Mr. Surendra Singh 135,000 200,000
Mr. H.K. Khan 162,500 200,000
Dr. Naresh Trehan 60,000 200,000
Mr. Ajay Relan - -
Mr. Abhay Havaldar - -
Total 717,500 1,000,000
* Commission to the non-executive directors is payable in terms of approval obtained from the Central Government.
Number of Equity Shares/ Stock Options in the Company held by Non-Executive Directors as on March 31, 2007
Name No. of Equity Shares of Re.1/- held No. of Stock Options #
Mr. Bodhishwar Rai - 5,000
Mr. Arabinda Ray 2,500^^ 4,500 ^^
Mr. Surendra Singh - 5,000
Mr. H.K. Khan - 5,000
Dr. Naresh Trehan - 5,000
Mr. Ajay Relan - -
Mr. Abhay Havaldar - -
# These Stock Options were granted on September 6, 2005. The holder of each Stock Option has a right to subscribe to
five equity shares of Re. 1 each at an exercise price of Rs.201.33 per equity share.
^^ Mr. Arabinda Ray was granted 5000 Stock Options on September 6, 2005. He exercised 500 options during the year.
As a result, he was allotted 2,500 Equity shares of Re. 1 each.
Other than holding shares/options as above and remuneration indicated above, the non-executive directors did not have
any pecuniary relationship or transactions with the Company.
iii) Criteria for making payment to Non-Executive Directors
The Company considers the time and efforts put in by the Non-Executive Directors in deliberations at Board/Committee
meetings. They are compensated through sitting fees for attending the meetings and also through commission as approved
by members and the Central Govt.

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iv) Holding of Directorships in other Companies.
Mr. Shyam Sunder Bhartia
• Jubilant Chemsys Limited
• Clinsys Clinical Research Limited
• Jubilant Infrastucture Limited
• Domino’s Pizza India Limited
• Geo-Enpro Petroleum Limited
• Vam Holdings Limited
• Enpro Secan India Limited
• Zuari Industries Limited
• Lionel India Limited
• Chambal Fertilizers & Chemicals Limited
• Birla Cotton Spinning & Weaving Mills Limited
• Network Programs India Limited
• PSI Supply NV
• Pharmaceutical Services Inc. NV
• Jubilant Pharma NV
• Jubilant Pharma PTE Limited
• Cadista Holdings Inc.
• Cadista Pharmaceuticals Inc.
• Clinsys Clinical Research Inc.
• Clinsys Holdings Inc.
• Jubilant Discovery Services Inc.
• Jubilant Organosys (USA) Inc.
• Jubilant Energy (Holding) BV, Netherlands
• Jubilant Energy Limited, Canada
• Jubilant Energy (NELP-V) Private Limited
• Enpro Oil Private Limited
• Jubilant Enpro Private Limited
• Jubilant Capital Private Limited
• American Orient Capital Partners (India) Private Limited
• Jaytee Private Limited
• Nikita Resources Private Limited
• B & M Hotbreads Private Limited
• B T Telecom (India) Private Limited
Mr. Hari Shankar Bhartia
• Clinsys Clinical Research Limited
• Jubilant Biosys Limited
• Jubilant Chemsys Limited
• Television Eighteen India Limited
• Domino’s Pizza India Limited
• Vam Holdings Limited
• Enpro-Secan India Limited
• Jubilant Infrastructure Limited
• Geo-Enpro Petroleum Limited
• Global Broadcast News Limited
• Network Programs India Limited
• PSI Supply NV
• Pharmaceutical Services, Inc. NV
• Jubilant Pharma NV
• Jubilant Pharma Pte. Limited
• Cadista Holdings Inc.
• Cadista Pharmaceuticals Inc.
• Clinsys Holdings Inc.
• Clinsys Clinical Research, Inc.
• Jubilant Discovery Services Inc.
• Jubilant Energy (Holding) B.V. Netherlands
• Jubilant Energy Limited, Canada
• Enpro Oil Private Limited
• Jaytee Private Limited
• Nikita Resources Private Limited
• Jubilant Enpro Private Limited
• B & M Hotbreads Private Limited
• Jubilant Energy (NELP-V) Private Limited
• Digital Talkies Private Limited
• American Orient Capital Partners (India) Private Limited
• Jubilant Securities Private Limited
• B T Telecom (India) Private Limited

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Report on Corporate Governance

Mr. Arabinda Ray


• SDV Air Link India Limited
Mr. Bodhishwar Rai
• Suven Life Sciences Limited
• Sutlej Textile & Industries Limited
• Madhya Bharat Papers Limited
• Oriental Carbon & Chemical Limited
• Texmaco Limited
• Hindustan Wires Limited
• Magma Leasing Limited
• West Coast Paper Mills Limited
• NRC Limited
• HB Estates Developers Limited
• Domino’s Pizza India Limited
• Dhir & Dhir Asset Reconstruction & Securitization Company Limited
• Global Trust Capital Finance Private Limited
• Foresight Trust Capital Finance Private Limited
Mr. Shyam Nath Singh
• Jubilant Biosys Limited
• Jubilant Enpro Private Limited
• Jubilant Organosys (USA) Inc.
Mr. Shyam Bang
• U. C. Gas Engineering Limited
• Jubilant Enpro Private Limited
• Asia Infrastructure Development Co. Private Limited
Dr. Jag Mohan Khanna
• Jubilant Chemsys Limited
• Jubilant Biosys Limited
• PSI Supply NV
• Pharmaceutical Services, Inc. NV
• Cadista Holdings Inc.
• Cadista Pharmaceuticals Inc.
• Cadista UK Limited
Mr. Surendra Singh
• CMC Limited
• NIIT Limited
• NIIT Technologies Limited
• NIIT Smart Serve Limited
• UTI Bank Limited
• BAG Films Limited
Dr. Naresh Trehan
• Dabur Pharma Limited
• Escorts Heart & Super Speciality Hospital Limited
• Escorts Heart & Super Speciality Institute Limited
• Shrumps Real Estate Limited
• Escorts Heart & Research Centre Limited
• Punj Lloyd Limited
• Wah India Private Limited
• Trasa Investments Private Limited
• Raksha TPA Private Limited
• Naresh Trehan Holdings Private Limited
• Howden Insurance Brokers India Private Limited
• Globerian India Private Limited
• Global Health Private Limited
• Afsan Health Resorts Private Limited
• Dr. Naresh Trehan & Associates Health Services Private Limited

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Mr. Hamidulla Kabir Khan
• Lafance Overseas Private Limited
• Sherwood Infrastrucutres (India) Private Limited
• Asahi Songwon Colors Limited
• Today’s Petrotech Limited
• Calcom Visions Limited
Mr. Ajay Relan
• Citicorp Finance (India) Limited
• Techno Electric & Engineering Company Limited
• Himadri Chemical and Industries Limited
• Micro Abrasives Limited
• International Tractors Limited
• International Cars & Motors Limited
• Suzlon Energy Limited
• Abhishek Industries Limited
• Hindustan Times Media Limited
Mr. Abhay Havaldar
• Sharekhan Limited
• Patni Computer Systems Limited
Mr. Vishal Marwaha (Alternate Director to Mr. Ajay Relan)
• Hindustan Sanitaryware & Industries Limited
• Henderson Equity Partners India Private Limited
e) Remuneration Policy
Remuneration policy aims at encouraging and rewarding good performance/contribution to company objectives.
f) General Body Meetings
(i) The last three Annual General Meetings of the Company were held as under:
Financial Year Date Time Location
2005-06 19-09-2006 11.30 a.m. Registered Office: Bhartiagram, Gajraula
District Jyotiba Phoolay Nagar, U.P.
2004-05 29-08-2005 11.30 a.m. Same as above
2003-2004 15-09-2004 11.30 a.m. Same as above

(ii) Special resolutions passed during last 3 AGMs

AGM Date of AGM Subject matter of Special Resolutions Passed


28th AGM September 19, NIL
2006
27th AGM August 29, 1. Payment of commission to Non-Executive Directors not exceeding
2005 1% p.a. of the net profits of the Company, subject to a maximum of
Rs.2 Lacs p.a. to each such Non-Executive Director.
2. Permitting one or more Foreign Institutional Investors to invest and
hold in the aggregate, upto 45% of the paid-up capital of the
Company.
3. Preferential issue of 990,000 equity shares of Rs.5 each, at a price
of Rs.1,100 per equity share to GA European Investments Ltd.
4. Issue of upto 717,500 Stock Options to employees.
5. Issue of Stock Options to employees of subsidiary companies.
26th AGM September 15, NIL
2004

(iii) Special resolutions passed through Postal Ballot last year


No resolution was passed through postal ballot during the year.
(iv) Whether any Special resolutions are proposed to be passed through Postal Ballot
No

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Report on Corporate Governance

(v) Procedure for Postal Ballot


- The notices containing the proposed resolutions and explanatory statements thereto are sent to the registered addresses
of all shareholders of the Company alongwith a Postal Ballot Form and a postage pre-paid envelope containing the
address of the Scrutinizer appointed by the Board for carrying out postal ballot process.
- The Postal Ballot Forms received within 30 days of despatch are considered by the Scrutinizer.
- The Scrutinizer submits his report to the Chairman and Managing Director of the Company, who on the basis of the
report, announces the results.
g) Disclosures
(i) There are no materially significant transactions with the related parties viz. Promoters, Directors or the management,
their subsidiaries or relatives, etc. that may have a potential conflict with the interests of the Company at large. Related
party transactions are given at Note No. 20A of Schedule ‘O’ to the accounts.
(ii) No non- compliances have taken place nor have any penalties or strictures been imposed on the Company by the
Stock Exchanges or SEBI or any statutory authority on any matter related to capital markets during the last three years.
The Company has established a Whistle-Blower Policy to make the workplace conducive to open communication regarding
business practices and to protect the employees from unlawful victimization, retaliation or discrimination for their having
disclosed or reported fraud, unethical behaviour, violation of Code of Conduct, questionable accounting practices, grave
misconduct etc.
The Policy has been posted on the Company’s intranet viz: “Chemway”.
During the year, no personnel were denied access to the Audit Committee.
h) Means of Communication
(i) The quarterly results of the Company are sent to the Stock Exchanges immediately after they are approved by the
Board. The results are published in leading Business Newspapers of the country like ‘The Economic Times’ and ‘The
Hindu Business Line’, general interest national newspapers like ‘The Times of India’, ‘Hindustan Times’ and ‘The
Pioneer’ and regional newspapers like ‘Amar Ujala’ and ‘Dainik Jagran’ in accordance with the guidelines of Stock
Exchanges.
(ii) Half yearly results along with Chairman’s message are posted to shareholders.
(iii) The results are also posted on the website of the Company at http://www.jubl.com. The website also displays official
news release. The results are also posted on the official website of SEBI http://www.sebiedifar.com.
(iv) As a proactive initiative, the Company is voluntarily e-mailing the quarterly results of the Company along with press
release etc., to those investors whose e-mail IDs are available with us.
(v) Your Company has well laid out plans for communication to institutional shareholders and brokers. A detailed investors
communication is sent through e-mail to all the leading Indian and international analysts on both buy and sell side and
fund managers. During the financial year, the company organised Earnings Calls after announcement of every quarterly
result, which were well attended by the analysts and fund managers. The Company also organised one to one meetings
with investors in Mumbai post the announcement of quarterly results.
(vi) To keep the international investors informed on the developments in the Company, your Company made investor
presentations during the company’s road shows and investor conferences in USA, Europe, Singapore and Hong Kong.
i) General Shareholders’ Information
(i) Date, time and venue for 29th Annual General Meeting:
As per notice of 29th Annual General Meeting.
(ii) Tentative Financial Calendar- 2007-08*
Item Tentative Dates *
First Quarter Results July 17, 2007
Half Yearly Results October 16, 2007
Third Quarter Results January 15, 2008
Audited Annual Results for the year April 15, 2008
* As approved by the Board. However these dates are subject to change.
(iii) Book Closure & Dividend Payment Dates
As per Notice of 29th Annual General Meeting. The Dividend, if declared, will be paid within 30 days from the date of the
Annual General Meeting.

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(iv) Listing on Stock Exchange and Stock codes
The names of the Stock Exchanges at which the securities of the Company are listed and the respective stock codes
are as under:
S. No. Name of the Stock Exchange Security Listed Stock Code
1. Bombay Stock Exchange Limited Equity Shares 530019
2. National Stock Exchange of India Limited Equity Shares JUBILANT
3. Singapore Stock Exchange FCCB XS 0191865632
XS 0219608022
XS 0252816672
4. Luxembourg Stock Exchange GDS (on conversion of FCCB) 019274578

(v) Market price data


High/low of market price of the Company’s equity shares traded on the Stock Exchanges during 2006-07 was as
follows:
(Equity Shares of Re.1/- each)
Month BSE NSE
High (Rs) Low (Rs) High (Rs) Low (Rs)
April, 2006 290.00 237.00 308.00 235.00
May, 2006 289.90 200.00 294.95 195.55
June, 2006 232.00 180.00 235.00 179.90
July, 2006 229.00 196.50 233.80 195.00
August, 2006 233.95 199.45 214.50 200.25
September, 2006 219.35 198.65 230.55 198.05
October, 2006 232.00 195.10 233.70 200.00
November, 2006 274.30 226.00 279.85 226.70
December, 2006 263.00 218.25 261.00 218.10
January, 2007 295.00 235.00 287.90 236.10
February, 2007 273.35 241.60 300.00 225.00
March, 2007 265.00 226.50 271.80 232.10

(vi) Performance of the Company’s equity shares in comparison to BSE Sensex

The above chart is based on the monthly closing prices of the shares of the Company and monthly closing BSE
Sensex.

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Report on Corporate Governance

(vii) GROWTH IN EQUITY CAPITAL

Year Particulars Increase in Cumulative Face Value


number of number of (Rs.)/each
Shares Shares
1978 Issue of Shares to initial subscribers 1,200 1,200 10
1981 Issued to Indian promoters 608,370 609,570 10
1981 Issued to Foreign collaborators 655,430 1,265,000 10
1981 Issued to Public through public issue 2,200,000 3,465,000 10
1982-83 Rights Issue 1: 5 693,000 4,158,000 10
1984-85 Forfeited on account of non-payment of allotment money -3,200 4,154,800 10
1986-87 Conversion of loan into equity shares 1,006,180 5,160,980 10
1995-96 Issued to shareholders of Ramganga Fertilizers Ltd. 256,522 5,417,502 10
upon merger with the Company
1999-2000 Issued to Shareholders of Anichem India Limited & Enpro 839,897 6,257,399 10
Speciality Chemicals Ltd. upon merger with the Company.
2001-2002 Conversion of 15,00,000 Warrants issued to promoters 1,500,000 7,757,399 10
on preferential basis
2002-2003 Sub-division of shares from Rs.10/- to Rs.5/- 7,757,399 15,514,798 5
2002-2003 Cancellation of shares as per Scheme of Amalgamation of the -851,234 14,663,564 5
Company with Vam Leasing Limited & Vam Investments Ltd.
2003-2004 Issue of Bonus shares in the ratio of 3: 5 8,798,139 23,461,703 5
2004-2005 Issued to foreign investors on preferential basis 2,424,273 25,885,976 5
2004-2005 Part conversion of FCCBs 27,379 25,913,355 5
2005-2006 Part conversion of FCCBs 1,448,348 27,361,703 5
2005-2006 Issued to foreign investors on preferential basis 990,000 28,351,703 5
2005-2006 Sub-division of shares from Rs.5/- to Re.1/- 113,406,812 141,758,515 1
2005-2006 Part conversion of FCCBs 684,480 142,442,995 1
2006-2007 Part conversion of FCCBs 999,339 143,442,334 1
2006-2007 Issue of shares upon exercise of Options under Jubilant 3,000 143,445,334 1
Employees Stock Option Plan, 2005

(viii) Appreciation in Share Price


A person who invested Rs.1 lac in the Company on April 2, 2001 has holdings worth Rs. 66 lacs now as computed below:
Date Action No. of Face Value Total closing
Resultant (Rs.) Market value
Shares on BSE (Rs.)
April 2, 2001 Purchased shares @ Rs.62.90 per Rs.10 share.
(BSE Opening price) 1,589.83 10 101,590
November 21, 2002 Sub-division of shares from Rs.10/- to Rs.5/- 3,179.65 5 440,222
March 18, 2004 Issue of Bonus Shares 3: 5 5,087.44 5 4,156,947
March 24, 2006 Sub-division of shares from Rs.5/- to Re.1/- 25,437.20 1 6,102,384

Total value of 25437.20 equity shares @ Rs. 260.40 per share, being closing market price on BSE as on March 31, 2007,
is Rs. 6,623,846.
Thus the investor has multipled his wealth 66 times in 6 years. In addition, he has got handsome dividends!!
(ix) Compliance Officer
Mr. Lalit Jain, Company Secretary is the Compliance Officer appointed by Board and can be contacted for any investor-
related matter relating to the Company. His contact no. is +91 120 2516601; Fax no. +91 120 2516629 and e- mail id is
investors@jubl.com.
(x) Registrar and Transfer Agent
The Company has appointed M/s Alankit Assignments Limited, Alankit House, 2E/21, Jhandewalan Extension, New Delhi
110055 as Registrar and Share Transfer Agent for physical as well as electronic connectivity with the depositories for
dematerialised shares.
(xi) Share Transfer System
Investors Grievance Committee is authorised to approve transfers of securities. Share transfers which are received in
physical form, are processed and the share certificates are normally returned within a period of 15 days from the date of
receipt subject to the documents being valid and complete in all respects. The dematerialised shares are transferred
directly to the beneficiaries by the depositories.

60 JUBILANT ORGANOSYS LIMITED

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(xii) Shareholder Satisfaction Survey
During the year under review, the Company conducted a survey to assess the shareholders’ satisfaction level on the
investor services being rendered by the Company, comprising:
1. Timely receipt of Annual Report
2. Quality & content of Annual report
3. Dissemination of information about the Company
4. Response time & satisfaction level experienced
5. Interaction with Company’s officials
6. Interaction with Registrar & Transfer Agents
7. Investor service section of company’s website
8. Overall rating of our investor services
The shareholders were asked to give one of the four possible ratings to each of the above:-
• Excellent
• Very Good
• Good
• Poor
The responses were converted into numbers after assigning weightages for each of the above 4 ratings.
The Composite Satisfaction Index arrived as above is 64 %.
(xiii) Distribution of shareholding as on March 31, 2007
(a) Value wise
Shareholding of nominal Shareholders Shareholding
value in Rs.
Number % of Total Number % of Total
Upto 5000 20,540 98.31 11,717,988 8.17
5001 to 10000 206 0.98 1,479,708 1.03
10001 to 20000 56 0.27 787,749 0.55
20001 to 30000 16 0.08 397,563 0.28
30001 to 40000 7 0.03 251,194 0.17
40001 to 50000 5 0.02 210,806 0.15
50001 to 100000 14 0.07 1,028,930 0.72
100001 and above 49 0.24 127,571,396 88.93
Total 20,893 100.00 143,445,334 100.00

(b) Category wise

S. No. Category Total no. of shares Total shareholding as


a percentage of total
number of shares
A Promoters & Promoter Group 74,378,024 51.85
B Public Shareholding
1 Financial Institutions / Banks 2,335,434 1.63
2 UTI & Mutual Fund 1,017,677 0.71
3 Domestic Companies 10,026,496 6.99
4 Non Resident Indians / Foreign Nationals 656,164 0.46
5 FII / Foreign Investors 40,945,723 28.54
6 Indian Public 14,085,816 9.82
Grand Total 143,445,334 100.00

(xiv) Disclosures
In accordance with the SEBI (Prohibition of Insider Trading) Regulations, 1992 and subsequent amendments, the Company
has implemented a Code of Conduct for Prevention of Insider Trading in Equity Shares of the company for observance by
its Directors and other identified persons.
The Company Secretary is the Compliance Officer in this regard.
(xv) Unclaimed Dividends
Dividends pertaining to the financial years upto and including 1993-94, remaining unclaimed, have been transferred to the
General Revenue Account of the Central Govt. Shareholders having valid claims of unpaid dividend for any of these
financial years may approach the Registrar of Companies, U.P. & Uttaranchal, Kanpur.
Dividends pertaining to the financial years 1994-95 to 1998-99, remaining unpaid, have been transferred to the Investor
Education and Protection Fund (the Fund) established under Section 205C of the Companies Act, 1956 (the Act). As per
said Section, no claims are allowed from the Fund.

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Report on Corporate Governance

In respect of unpaid/unclaimed dividends for the year 1999-00 onwards, the shareholders are requested to write to the
Company. Dividends remaining unclaimed for seven years from the date of transfer of unpaid dividend account, will be
transferred as per Section 205A(5) of the Act to the Fund. Reminders have been sent to the shareholders for claiming
unpaid dividend amount.
Shareholders who have not encashed their dividend warrants relating to the dividends specified in the table given below
are requested to immediately approach the Registrar and Transfer Agent for issue of duplicate warrants.

Financial Year Particulars Date of declaration Due for transfer


1999-00 Final Dividend September 28, 2000 November 15, 2007
2000-01 Final Dividend September 13, 2001 October 11, 2008
2001-02 Final Dividend September 23, 2002 October 26, 2009
2002-03 Final Dividend September 26, 2003 October 29, 2010
2003-04 Interim Dividend January 9, 2004 February 13, 2011
2003-04 Final Dividend September 15, 2004 October 15, 2011
2004-05 Final Dividend August 29, 2005 October 4, 2012
2005-06 Final Dividend September 19, 2006 October 22, 2013

(xvi) Information pursuant to Clause 49 IV (G) (i) of the Listing Agreement


Information pertaining to particulars of Directors to be appointed and re-appointed at the forthcoming Annual General
Meeting is being included in the Notice convening the Annual General Meeting.
(xvii) Compliance Certificate of the Auditors
The company has obtained a Certificate from the Statutory Auditors regarding compliance of conditions of Corporate
Governance as stipulated in Clause 49 of the Listing Agreement. The Certificate is attached as Annexure E.
(xviii) Distribution of Shareholding as on March 31, 2007

(xix) (a) Dematerialisation of Shares


The shares of the Company fall under the category of compulsory delivery in dematerialised mode by all categories of
investors. The Company has signed agreements with National Securities Depository Limited (NSDL) and Central
Depositories Services (India) Limited (CDSL). As on March 31, 2007, 130,558,828 equity shares of the Company (91.02
% of the paid-up capital) were in dematerialised form.
(b) Liquidity
The Equity Shares of the company are frequently traded on the National Stock Exchange as well as on the Bombay
Stock Exchange Limited (in Group B1).

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(xx) Outstanding GDRs/ADRs/Warrants or any Convertible Instruments, conversion date and likely impact on equity
(a) In the space of last 3 years, your Company has issued Foreign Currency Convertible Bonds (FCCBs) as under:
Particulars Year of Size of Interest Rate Conversion Details Conversion Price Outstanding FCCBs No. of shares of
Issue Issue (in (% per annum) Conversion Period per Equity as on 31st Re.1 each on
million US $) Share (Rs.) March, 2007 conversion of
(in Million US $) outstanding
FCCBs
FCCB 2009 2004-05 35 1.5 June 14, 2004 163.646 1.90 520,207
and April 15, 2009
FCCB 2010 2005-06 75 Nil July 3, 2005 and 273.0648 75 11,906,514
May 14, 2010
FCCB 2011 2006-07 200 Nil June 30, 2006 413.4498 200 21,792,246
and May 10, 2011

Whilst the FCCBs are listed on Singapore Stock Exchange, the Global Depository Shares (GDSs) arising out of conversion of
FCCBs are listed on Euro MTF market of the Luxembourg Stock Exchange.
(b) Further, the impact of future conversions of FCCB 2009, FCCB 2010 and FCCB 2011 into equity shares and exercise of
Employees Stock Options by employees on the share capital assuming full conversion/ exercise would be as follows:-
Particulars No. of Shares of Re.1/- each
Paid-up Share Capital as on March 31, 2007 143,445,334
Add : Conversion of balance FCCB 2009 520,207
Add : Conversion of FCCB 2010 11,906,514
Add: Conversion of FCCB 2011 21,792,246
Add : Maximum no. of shares to be allotted on exercise of all ESOPs 3,584,500
Eventual Paid-up Capital 181,248,801

(c) EMPLOYEES STOCK OPTIONS


During the year 45,700 Stock Options were granted under the Jubilant Employees Stock Option Plan, 2005. Each option
is convertible into five equity shares of Re.1/- each at the exercise price fixed at the time of grant being market value as per
SEBI Guidelines. As on March 31, 2007, 555,494 Stock Options were outstanding.
(d) PAID-UP CAPITAL
The Paid-up Capital as at March 31, 2007 stands at 143,445,334 equity shares of Re.1/- each.
The impact of conversion of FCCB 2009, FCCB 2010 and FCCB 2011 into equity shares and exercise of Employees Stock
Options by employees on the share capital assuming full conversion/exercise has been explained in (b) above.
(xxi) Location of the Plants
(a) Bhartiagram, Gajraula,
District Jyotiba Phoolay Nagar,
Uttar Pradesh
(b) Block 133, Village Samlaya, Taluka Savli,
District Vadodara,
Gujarat
(c ) Village Nimbut, Rly Stn. Nira,
District Pune,
Maharashtra
(d) 56 Industrial Area,
Nanjangud,
District Mysore,
Karnataka
(xxii) R & D Centres
Central R & D C-26, Sector 59, Noida, U.P.
D-12, Sector 59, Noida, U.P.
Gajraula R & D Bhartiagram, Gajraula,
District Jyotiba Phoolay Nagar, U.P.
Nanjangud R & D 56, Industrial Area, Nanjangud,
District Mysore, Karnataka.
Savli Block 133, Village Samlaya, Taluka Savli,
District Vadodara,
Gujarat

ANNUAL REPORT - 2006-2007 63

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Report on Corporate Governance

(xxiii) Address for Correspondence


Jubilant Organosys Limited
Plot No.1A, Sector-16-A
Noida, U.P. 201 301
Tel: +91 120 2516601/ 2516611
Fax: +91 120 2516629
e-mail : investors@jubl.com
Website: http://www.jubl.com
Compliance with Clause 49 of Listing Agreement
(a) Mandatory Requirements
The Company has complied with all mandatory requirements of Clause 49 as detailed below:
Particulars Clause of Listing Compliance
Agreement Status
I. Board of Directors 49(I)
(A) Composition of Board 49(IA) Complied
(B) Non- Executive Director’s compensation and disclosure 49(IB) Complied
(C) Other provisions as to Board and committees 49(IC) Complied
(D) Code of Conduct 49(ID) Complied
(II)Audit Committee 49(II)
(A) Qualified and Independent Audit Committee 49(IIA) Complied
(B) Meeting of Audit Committee 49(IIB) Complied
(C) Powers of Audit Committee 49(IIC) Complied
(D) Role of Audit Committee 49(IID) Complied
(E) Review of information by Audit Committee 49(IIE) Complied
III.Subsidiary Companies 49(III) Complied
IV. Disclosures 49(IV)
(A) Basis of Related Party Transaction 49(IVA) Complied
(B) Disclosure of accounting treatment 49(IVB) Complied
(C) Board Disclosures - Risk Management 49(IVC) Complied
(D) Proceeds from public issues, right issues, 49(IVD) Complied
preferential issues etc.
(E) Remuneration of Directors 49(IVE) Complied
(F) Management 49(IVF) Complied
(G) Shareholders 49(IVG) Complied
V. CEO/CFO certification 49(V) Complied
VI. Report on Corporate Governance 49(VI) Complied
VII.Compliance 49(VII) Complied

(b) Extent to which Non-Mandatory Requirements have been adopted.:


1. The Board
- Non Executive Chairman’s Office
Not applicable as Chairman is executive.
- Tenure of independent directors not to exceed 9 years
Not Adopted.
2. Remuneration Committee
The Company has set up a Remuneration Committee. The composition, terms of reference and other details of the same
are given in preceding pages.
3. Shareholders’ Rights
Half yearly results are mailed to all shareholders.
4. Audit Qualifications
The financial statements of the Company contain no audit qualifications.
5. Training of Board Members
The Board of Directors is periodically updated on the business model, company profile, entry into new products and
markets.
6. Mechanism for Evaluating Non-Executive Board Members
Not Adopted.
7. Whistle Blower Policy
The Company has a Whistle Blower Policy. The Audit Committee periodically reviews its functioning.

64 JUBILANT ORGANOSYS LIMITED

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Compliance with Code of Conduct
A declaration by the Chairman and Managing Director that all directors and senior management personnel have affirmed compliance
with the Code of Conduct of the Company for the year ended March 31, 2007 is attached as Annexure F.
CEO/CFO Certification
In compliance with Clause 49(V) of the Listing Agreement, a declaration by the CEO, i.e. the Chairman and Managing Director and
the CFO i.e. the Executive Director- Finance, has been attached as Annexure G which inter-alia certifies to the Board the
accuracy of financial statements and the adequacy of internal controls for the financial reporting purpose.

Annexure E
AUDITORS’ CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE AS PER CLAUSE 49 OF
THE LISTING AGREEMENT WITH THE STOCK EXCHANGES
To the Members of Jubilant Organosys Limited
We have examined the compliance of conditions of corporate governance by Jubilant Organosys Limited (“the Company”) for the
year ended on 31st March, 2007, as stipulated in clause 49 of the Listing Agreement of the Company with the stock exchanges,
with the relevant records and documents maintained by the Company and the Report on Corporate Governance as approved by
the Board of Directors.
The compliance of conditions of corporate governance is the responsibility of the management. Our examination was limited to
procedures and implementations thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate
Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or
effectiveness with which the management has conducted the affairs of the Company.
We certify that the Company has complied with, in all material respect, the mandatory conditions of Corporate Governance as
stipulated in the above mentioned Listing Agreements.
We have been explained that no investor grievances are pending for a period exceeding one month against the Company as per
the records maintained by the Company and put before the Investors Grievance Committee.

For K.N. Gutgutia & Co.


Chartered Accountants

Place : Noida B.R. Goyal


Date : April 27, 2007 Partner

ANNUAL REPORT - 2006-2007 65

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Report on Corporate Governance

Annexure F
TO WHOM IT MAY CONCERN
This is to confirm that all the Board members and senior management personnel have affirmed compliance with the Code of
Conduct of the Company for the year ended March 31, 2007.

For JUBILANT ORGANOSYS LIMITED

Date : April 27, 2007 (SHYAM S. BHARTIA)


Place : Noida CHAIRMAN & MANAGING DIRECTOR

Annexure G
CERTIFICATE OF CEO/CFO
This is to certify that :
(a) We have reviewed financial statements and the cash flow statement for the year 2006-07 and that to the best of our
knowledge and belief:
i. these statements do not contain any materially untrue statement or omit any material fact or contain statements
that might be misleading;
ii. these statements together present a true and fair view of the company’s affairs and are in compliance with existing
accounting standards, applicable laws and regulations.
(b) There are, to the best of our knowledge and belief, no transactions entered into by the company during the year which
are fraudulent, illegal or violative of the company’s code of conduct.
(c) We accept responsibility for establishing and maintaining internal controls and that we have evaluated the effectiveness
of the internal control systems of the company and we have disclosed to the auditors and the Audit Committee,
deficiencies in the design or operation of internal controls, if any, of which we are aware and the steps we have taken
or propose to take to rectify these deficiencies.
(d) We have indicated to the auditors and the Audit committee:
i. significant changes in internal control during the year;
ii. significant changes in accounting policies during the year and that the same have been disclosed in the notes to
the financial statements; and
iii. instances of significant fraud of which we have become aware and the involvement therein, if any, of the management
or an employee having a significant role in the company’s internal control system.

For Jubilant Organosys Limited

Chairman & Managing Director Executive Director - Finance

Place : Noida
Date : April 27, 2007

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Auditors’ Report

To the members of Jubilant Organosys Limited

1. We have audited the attached Balance Sheet of Jubilant Organosys Limited as at 31st March,2007, the related Profit and
Loss Account for the year ended on that date annexed thereto, and the cash flow statement of the Company for the period
ended on that date, which we have signed under reference to this report. These financial statements are the responsibility of
the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we
plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material mis-
statement. An Audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and significant estimates made by management,
as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for
our opinion.
3. As required by the Companies (Auditors’ Report) Order, 2003 issued by the Central Government in terms of Section 227 (4A)
of the Companies Act, 1956, and on the basis of such checks as considered appropriate and according to the information
and explanation given to us during the course of our audit, we enclose in the Annexure hereto a statement on the matters
specified in paragraphs 4 and 5 of the said Order.
4. Further to our comments mentioned in the Annexure referred to in above paragraph 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 appears from our
examination of the books of the Company.
c) The Balance Sheet, Profit and Loss Account and the Cash Flow Statement dealt with by the report are in agreement with
the Books of Account of the Company.
d) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement comply with the mandatory Accounting
Standards referred to in Sub-Section 3 (c) of Section 211 of the Companies Act, 1956.
e) According to the information and explanation given to us and on the basis of written representations received from the
Directors as on 31st March 2007 of the Company and taken on record by the Board of Directors, we report that none of
the Directors is disqualified as on 31st March, 2007, from being appointed as a Director in terms of clause (g) of Sub
Section (1) of Section 274 of the Companies Act, 1956.
f) The Company has received proper returns from branches not visited by us.
g) In our opinion and to the best of our information and according to the explanations given to us, the said Accounts, and
read together with the notes and Significant Accounting Policies thereon give the information required by the Companies
Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting principles generally
accepted in India:
(i) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2007.
(ii) In the case of the Profit and Loss Account, of the Profit of the Company for the year ended on that date; and
(iii) In the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

For K.N. Gutgutia & Company


Chartered Accountants

Place : Noida B R Goyal


Date : 27th April, 2007 Partner
Membership No. 12172

ANNUAL REPORT - 2006-2007 67

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Annexure to the Auditors’ Report

Re: Jubilant Organosys Limited

Referred to in paragraph 3 of our report of even date.


i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed
assets.
(b) In our opinion, physical verification of fixed assets has been carried out in terms of the phased programme of verification
of its fixed assets adopted by the Company and no material discrepancies were noticed on such verification. In our
opinion, the frequency of verification is reasonable, having regard to the size of the Company and nature of its business.
(c) During the year, the Company has not disposed off any substantial/ major part of fixed assets.
ii) (a) The inventories have been physically verified during the year by the management at reasonable intervals.
(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of
inventory followed by the management are reasonable and adequate in relation to the size of the Company and the
nature of its business.
(c) The Company is maintaining proper records of inventory. In our opinion, discrepancies noticed on physical verification of
stocks were not material in relation to the operations of the Company.
iii) (a) There were only two companies covered in the register maintained under section 301 of the Companies Act,1956 to
which the Company has granted loan. The maximum amount involved during the year was Rs. 361.20 million and the
year end balance of loan granted to such party was Rs. 361.20 million.
(b) In our opinion, the rate of interest and other terms and conditions on which loan has been granted to the said Company
listed in register maintained under section 301 of the Companies Act, 1956 are not prima facie, prejudicial to the interest
of the Company.
(c) One of the said parties has repaid a part of principal amount on demand and has been regular in the payment of interest.
(d) There is no overdue amount of loan granted to the said Company.
(e) The Company had not taken any loan from any Company covered in the register maintained under section 301 of the
companies act, 1956. Accordingly, paragraph 4 (iii) (e), (f) & (g) of the Order are not applicable.
iv) In our opinion and according to the information and explanations given to us, there are adequate internal control systems
commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fixed
assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to
correct major weakness in internal control system.
v) (a) Based on the audit procedures applied by us and according to the information and explanations provided by the
management, we are of the opinion that the transactions that need to be entered into the register maintained under
Section 301 have been so entered.
(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of
contracts or arrangements entered in the register under Section 301 have been made at prices which are reasonable
having regard to prevailing market prices, wherever comparable prices are available, at the relevant time.
vi) In the case of public deposits received by the Company, the directives issued by the Reserve Bank of India and the provisions
of Section 58A, 58AA or any other relevant provisions of the companies act, 1956 and the Companies (Acceptance of
Deposit) Rules 1975 have been Compiled with. No order has been passed by the Company Law Board or National Company
Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.
vii) In our opinion, the Company has an internal audit system commensurate with the size of the Company and the nature of its
business.
viii) The Central Government has prescribed maintenance of the Cost Records under section 209(1)(d) of the Companies Act,
1956 in respect to the companies’ certain products. We have broadly reviewed the books of account maintained by the
Company pursuant to the Order made by the Central Government for the maintenance of the cost records for certain products
of the Company and are of the opinion that prima facie the prescribed accounts and records have been maintained. We are,
however, not required to and have not carried out any detailed examination of such accounts and records.
ix) (a) According to the records examined by us , the Company is regular in depositing with appropriate authorities undisputed
statutory dues including provident fund , investors education and protection fund, employees state insurance, income
tax , sales-tax , wealth tax, service tax, custom duty, excise duty, cess and other statutory dues wherever applicable.
According to the information and explanations given to us, no undisputed arrears of statutory dues were outstanding as
at 31st March, 2007 for a period of more than six months from the date they became payable.
(b) According to the records of the Company, the dues of sale tax, income-tax, customs, wealth-tax, service tax, excise
duty, cess which have not been deposited on account of disputes and the forum where the dispute is pending are as
under:

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Name of the Nature of the Amount Period to which Forum where
Statute dues (Rs. in million) the amount relates dispute is pending
1. Central
Excise Act Excise Duty 0.27 September 1998 - October 1999 Tribunal
Excise Duty 1.26 April 2001- March 2002 Joint Commissioner
Excise Duty 1.31 November 2001 – April 2004 Joint Commissioner
Excise Duty (Penalty) 1.31 November 2001 – April 2004 Joint Commissioner
Excise Duty 3.70 April 2004 – July 2005 Joint Commissioner
Excise Duty 0.22 March 1997 Commissioner (Appeal)
Penalty 0.55 March 1997 Commissioner (Appeal)
Excise Duty 1.27 February 2003 – September 2004 Commissioner
Excise Duty 10.26 January 2005 – March 2005 Govt. of India
Excise Duty 4.22 September 2004 – March 2005 Addl. Commissioner
Excise Duty 14.26 October 2004 – March 2005 Commissioner
Customs (Penalty) 0.51 2005-2006 Commissioner (Customs)
Excise (Penalty) 0.06 April 2006 Commissioner (Appeals)

2. Service Tax Service Tax 0.35 April 2003- March2004 Asst. Commissioner
Service Tax 6.34 September 2004 – November 2006 Commissioner
Service Tax (Interest) 0.41 January 2005 – March 2005 Asst. Commissioner

3 . Sales Tax Act Sales Tax Demand 0.24 1983-1984 Supreme Court
Sales Tax Demand 1.00 1996-2001 Tribunal
Sales Tax Demand 0.80 1995-2005 Supreme Court
Sales Tax Demand 0.80 1996-2003 Assessing Officer
Sales Tax Demand 1.37 1997-2003 Tribunal

x) There are no accumulated losses of the Company as on 31st March, 2007. The Company has not incurred any cash losses
during the financial year covered by our audit and in the immediately preceding financial year.
xi) Based on our audit procedures and the information given by the management, we are of the opinion that the Company has
not defaulted in repayment of dues to any financial institution, bank or debenture holder.
xii) Based on our examination of the records and the information and explanations given to us, the Company has not granted
any loans and/ or advances on the basis of security by way of pledge of shares, debentures and other securities.
xiii) The provisions of any special statute as specified under paragraph (xiii) of the Order are not applicable to the Company.
xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures, and other investments. Accordingly,
the provisions of clause 4 (xiv) of the Companies (Auditor’s Report ) Order, 2003 are not applicable to the Company.
xv) According to the information and explanations given to us, Company has not given guarantee for loans taken by others
from bank and the terms of such guarantee is not prejudicial to the interest of the Company.
xvi) According to the information and explanations given to us, the term loans raised (including by way of ECB loans) during the
year have been applied for the purpose for which they were raised.
xvii) According to the information and explanation given to us and on an overall examination of the balance sheet of the Company,
we report that the no funds raised on short-term basis have been used for long term investment.
xviii) The Company has not made any preferential allotment of shares during the year to parties/companies covered in the
register maintained under section 301 of the companies Act, 1956.
xix) During the year covered by our audit report the Company has not issued secured debentures.
xx) The Company has raised monies through public issues by way of Foreign Currency Convertible Bonds during the year
covered by our report. The management has disclosed the end use of money so raised (Note 9 schedule “O”) and we have
verified the same.
xxi) Based upon the audit procedures performed and the information and explanations given to us, by the management, we
report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For K.N. Gutgutia & Company


Chartered Accountants

Place : Noida B R Goyal


Date : 27th April, 2007 Partner
Membership No. 12172

ANNUAL REPORT - 2006-2007 69

Jublient 67-100.p65 69 8/7/2007, 10:50 PM


Balance Sheet
(Rs. in million)

As at 31st March, Schedules 2007 2006

SOURCES OF FUNDS
Shareholders’ Funds
Share Capital A 143.76 142.46
Reserves & Surplus B 9,473.15 8,102.10
9,616.91 8,244.56
Loan Funds C
Secured Loans 3,614.05 2,385.34
Unsecured Loans 12,338.13 3,854.54
15,952.18 6,239.88
Deferred Tax Liabilities (Net) D 1,360.15 1,056.35
26,929.24 15,540.79
APPLICATION OF FUNDS
Fixed Assets E
Gross Block 12,427.33 10,516.37
Less: Depreciation 4,033.14 3,529.86
Net Block 8,394.19 6,986.51
Capital Work-in-Progress 1,768.36 1,168.97
10,162.55 8,155.48
Investments F 12,758.12 2,415.44
Current Assets, Loans and Advances G
Inventories 3,117.71 2,818.04
Sundry Debtors 2,901.39 2,462.06
Cash & Bank Balances 130.41 1,082.28
Loans and Advances 2,543.08 1,950.66
8,692.59 8,313.04
Less: Current Liabilities & Provisions H
Liabilities 2,466.19 2,281.00
Provisions 2,258.68 1,094.37
4,724.87 3,375.37
Net Current Assets 3,967.72 4,937.67
Miscellaneous Expenditure I 40.85 32.20
(To the extent not written off or adjusted)
26,929.24 15,540.79

Notes to Accounts & Significant Accounting Policies O

Schedule “A” to “I” and “O” referred above form an integral part of the Balance Sheet.

In terms of our report of even date attached. For and on behalf of the Board
For K.N. Gutgutia & Co.
Chartered Accountants
B R Goyal Shyam S Bhartia
Partner Chairman & Managing Director
Membership No. 12172

Noida Lalit Jain R Sankaraiah Hari S Bhartia


Date : 27th April, 2007 Company Secretary Executive Director - Finance Co-Chairman & Managing Director

70 JUBILANT ORGANOSYS LIMITED

Jublient 67-100.p65 70 8/7/2007, 10:50 PM


Profit & Loss Account
(Rs. in million)

For the year ended 31st March, Schedules 2007 2006

INCOME
Sales & Services J 17,434.24 15,048.87
Less: Excise Duty on Sales (1,337.25) (1,189.35)
Net Sales & Services 16,096.99 13,859.52
Other Income K 309.79 177.37
Increase/(Decrease) in Stocks L 197.19 118.58
16,603.97 14,155.47
EXPENDITURE
Manufacturing & Other Expenses M 12,942.02 11,776.37
Depreciation & Amortisation (Net) 515.56 450.62
Less: Transferred from Revaluation Reserve for
Depreciation on Revalued Amounts - (9.07)
515.56 441.55
Interest N 150.63 146.63
13,608.21 12,364.55
Profit Before Tax 2,995.76 1,790.92
Current Tax provision including Wealth Tax 357.22 228.40
Deferred Tax Liability 303.80 153.20
Fringe Benefit Tax 19.80 21.42
680.82 403.02
Profit After Tax 2,314.94 1,387.90
Balance Brought Forward from Previous Year 2,441.31 1,662.16
Balance Available For Appropriation 4,756.25 3,050.06
APPROPRIATIONS
Dividend on Equity Shares 180.07 183.07
Tax on Distributed Profits on Equity Shares 30.57 25.68
210.64 208.75
Transfer to General Reserve 500.00 400.00
Balance Carried To Balance Sheet 4,045.61 2,441.31
Basic Earnings Per Share of Re 1 each (In Rupees) O 16.17 10.15
Diluted Earnings Per Share of Re 1 each (In Rupees) O 13.22 9.17

Notes to Accounts & Significant Accounting Policies O

Schedule “J” to “O” referred above form an integral part of the Profit & Loss Account.

In terms of our report of even date attached. For and on behalf of the Board
For K.N. Gutgutia & Co.
Chartered Accountants
B R Goyal Shyam S Bhartia
Partner Chairman & Managing Director
Membership No. 12172

Noida Lalit Jain R Sankaraiah Hari S Bhartia


Date : 27th April, 2007 Company Secretary Executive Director - Finance Co-Chairman & Managing Director

ANNUAL REPORT - 2006-2007 71

Jublient 67-100.p65 71 8/7/2007, 10:50 PM


Cash Flow Statement
(Rs. in million)
For the year ended 31st March, 2007 2006

A. Cash flow arising from Operating Activities :


Net profit before tax 2,995.76 1,790.92
Adjustment for : i) Depreciation & Amortisation 515.56 441.55
ii) Loss/(Profit) on Sale of Fixed Assets (Net) 15.72 (10.53)
iii) Interest (Net) 150.63 146.63
iv) Amortisation/Write off (VRS Expenses) 30.95 23.51
v) Provision for Doubtful Debts 4.47 -
vi) Provision for Gratuity & Leave Encashment 27.09 19.96
vii) Bad Debts/Irrecoverable Advances written off 9.17 1.17
viii) Unrealised Exchange Difference (429.64) 64.63
ix) Interest Income as shown in Schedule “K” (189.52) (47.02)
x) Income from Current Investment (Non Trade) -Dividend (2.66) (2.34)
131.77 637.56
Operating Profit before Working Capital Changes 3,127.53 2,428.48
Adjustment for : i) Trade and other Receivables 496.18 1,085.39
ii) Inventories 299.67 1,055.99
iii) Miscellaneous Expenditure 39.60 0.13
835.45 2,141.51
2,292.08 286.97
i) Current Liabilities & Provision 116.18 253.71
Cash inflow from Operations 2,408.26 540.68
Deduct : i) Interest Paid 176.24 157.47
ii) Direct taxes Paid (net of refunds) 324.40 261.74
500.64 419.21
Add : i) Interest Income as shown in Schedule “K” 189.52 47.02
Net Cash Inflow/(Outflow) in course of Operating Activities 2,097.14 168.49
B. Cash Flow arising from Investing Activities :
Outflow i) Acquisition/Purchase of Fixed Assets/CWIP 2,527.21 2,393.30
ii) Purchase/(Sale) of Investments (net) (Including in Subsidiaries) 10,342.68 1,425.21
iii) Loans to Subsidiaries (net) 261.00 49.00
13,130.89 3,867.51
Deduct :
Inflow i) Sale Proceeds of Fixed Assets 2.81 30.11
ii) Interest Received 40.59 6.38
iii) Dividend from Mutual Funds 2.66 2.34
46.06 38.83
Net Cash Inflow/(Outflow) in course of Investing Activities (13,084.83) (3,828.68)
C. Cash flow arising from Financing Activities
Inflow i) Proceeds from Issue of Share Capital { Net of Share Issue
Expenses-Rs. Nil (Previous Year Rs.0.72 million)) 0.90 1,088.28
{Including Share Premium of Rs. 0.60 million
(Previous year Rs.1,084.05 million) }
ii) Proceeds from Long Term & Short term Borrowings 1,352.80 490.22
iii) Proceeds from issue of Foreign Currency Convertible Bonds
{net of expenses-Rs.124.87 million 8,885.13 3,169.11
(Previous year Rs.82.14 million)} 10,238.83 4,747.61
Deduct :
Outflow i) Dividend Paid (including Corporate Dividend Tax & Education Cess) 202.82 189.43
Net Cash Inflow/(Outflow) in course of Financing Activities 10,036.01 4,558.18
Net Increase in Cash & Cash equivalents (A+B+C) (951.68) 897.99
Add: Cash & Cash Equivalents at the beginning of Year 1,082.28 159.62
(Including Balance in Dividend Accounts)
Cash & Cash Equivalents at the close of the Year 130.60 1,057.61
(Including Balance in Dividend Accounts)
Cash & Cash Equivalents Comprise:

Cash and Bank Balances 130.41 1,082.28


Unrealised Exchange Difference on Foreign Currency Cash and Cash Equivalents 0.19 130.60 (24.67) 1,057.61

Notes:
1) Cash flow statement has been prepared under the indirect method as set out in the Accounting Standard 3 (AS-3)-”Cash Flow Statements”, issued by the Institute of Chartered
Accountants of India.
2) Purchase of fixed assets includes movement of Capital Work-in-Progress during the year.
3) Closing Cash & Cash Equivalents includes Rs.7.02 million (Previous Year Rs. 1,009.31 million) which can be utilised for specific purposes.
4) Previous Year’s figures have been regrouped/rearranged wherever found necessary to conform to this year’s classification.

In terms of our report of even date attached. For and on behalf of the Board

For K.N. Gutgutia & Co.


Chartered Accountants
B R Goyal Shyam S Bhartia
Partner Chairman & Managing Director
Membership No. 12172

Noida Lalit Jain R Sankaraiah Hari S Bhartia


Date : 27th April, 2007 Company Secretary Executive Director - Finance Co-Chairman & Managing Director

72 JUBILANT ORGANOSYS LIMITED

Jublient 67-100.p65 72 8/7/2007, 10:50 PM


Schedules forming part of the Balance Sheet
(Rs. in million)

As at 31st March, 2007 2006

A. SHARE CAPITAL
Authorised
550,000,000 Equity Shares of Re. 1 each 550.00 300.00
(Previous Year 300,000,000 Equity Shares of Re.1 each)
Nil Redeemable Cumulative Preference Shares of Rs. 100 each. - 250.00
(Previous Year 2,500,000 Redeemable Cumulative Preference
Shares of Rs. 100 each.)
550.00 550.00
Issued & Subscribed
143,477,334 Equity Shares of Re. 1 each 143.48 142.48
(Previous Year 142,474,995 Equity Shares of Re.1 each) 143.48 142.48
Paid up
143,445,334 Equity Shares of Re. 1 each 143.44 142.44
(Previous Year 142,442,995 Equity Shares of Re.1 each)
Add: Equity Shares Forfeited (paid up) 0.02 0.02
143.46 142.46
Add: Share Application money received pending allotment 0.30 -
143.76 142.46

Notes:
1) During the year 2006-07, the Company has issued Zero Coupon Foreign Currency Convertible Bonds due 2011 (FCCB 2011)
for an aggregate value of US$200 million, convertible any time between June 30, 2006 to May 10, 2011 by holders into fully
paid equity shares of Re.1 each of the Company or Global Depositary Shares (GDS) each representing one equity share at an
initial conversion price of Rs.413.4498 per share with a fixed rate of exchange of Rs.45.05 = US$1. The conversion price is
subject to adjustment in certain circumstances. The Bonds may also be redeemed, in whole but not in part, at the option of
the Company at any time on or after May 19, 2009, subject to satisfaction of certain conditions. Unless previously converted,
redeemed or purchased and cancelled, the Bonds will be redeemed on May 20, 2011 at 142.429% of their principal amount.
The FCCBs are listed on Singapore Stock Exchange. The GDSs arising out of conversion of FCCBs are listed on Luxembourg
Stock Exchange. Assuming full conversion of these FCCBs, 21,792,246 equity shares of Re. 1 each would be allotted.

2) The Company issued Zero Coupon Foreign Currency Convertible Bonds due 2010 (FCCB 2010) for an aggregate value of
US$75 million, convertible any time between July 3, 2005 to May 14, 2010 by holders into fully paid equity shares of Re.1 each
of the Company or Global Depositary Shares (GDS) each representing one equity shares at an initial conversion price of
Rs.273.0648 per share with a fixed rate of exchange of Rs.43.35 = US$1. The conversion price is subject to adjustment in
certain circumstances. The Bonds may also be redeemed, in whole but not in part, at the option of the Company at any time
on or after May 23, 2008, subject to satisfaction of certain conditions. Unless previously converted, redeemed or purchased
and cancelled, the Bonds will be redeemed on May 24, 2010 at 138.383% of their principal amount. The FCCBs are listed on
Singapore Stock Exchange. The GDSs arising out of conversion of FCCBs are listed on Luxembourg Stock Exchange. Assuming
full conversion of these FCCBs, 11,906,514 equity shares of Re. 1 each would be allotted.

3) The Company issued 1.5% Foreign Currency Convertible Bonds due 2009 (FCCB 2009) aggregating US$ 35 million, in the
year 2004-05. The Bonds are convertible at any time between June 14, 2004 and April 15, 2009 by holders into fully paid
equity shares of Re.1 each of the Company or Global Depositary Shares (“GDSs”) each representing one Equity Shares at an
initial conversion price of Rs.163.646 per share with a fixed rate of exchange on conversion of Rs. 44.805 = U.S.$1. The
conversion price is subject to adjustment in certain circumstances. The Bonds may also be redeemed, in whole but not in
part, at the option of the Company at any time on or after May 14, 2007 and prior to May 8, 2009, subject to satisfaction of
certain conditions. Unless previously converted, redeemed or purchased and cancelled, the Bonds will be redeemed on May
15, 2009 at 113.70% of their principal amount. The FCCBs are listed on Singapore Stock Exchange. The GDSs arising out of
conversion of FCCBs are listed on Luxembourg Stock Exchange. Out of these FCCB 2009, US$ 33.10 million were converted
upto 31st March 2007 into equity shares and this represents 9,062,454 shares of Re. 1 each as on 31st March, 2007.

The outstanding balance of FCCB 2009 - US$ 1.90 million, on conversion would result in allotment of 520,207 equity shares
of Re 1 each.

ANNUAL REPORT - 2006-2007 73

Jublient 67-100.p65 73 8/8/2007, 11:52 PM


Schedules forming part of the Balance Sheet

4) Under the Jubilant Employees Stock Option Plan ;

a) Options in force as of March 31, 2007- 555,494 options convertible into 2,777,470 shares of Re. 1 each (Previous year
561,478 options convertible into 2,807,390 shares)

b) 3000 vested options have been exercised upto 31st March, 2007.

5) Paid up capital includes :

a) 43,990,695 equity shares of Re. 1 each fully paid allotted and issued in 2003-04, as bonus shares by capitalisation of
Capital Redemption Reserve in accordance with the resolution passed by the shareholders dated February 28, 2004.

b) 1,644,020 equity shares of Re. 1 each allotted and issued pursuant to the Scheme of Amalgamation of erstwhile Ramganga
Fertilisers Ltd. with the Company for consideration other than cash in 1994-95 {761,780 equity shares of Re. 1 each
allotted to Vam Investments Ltd. and 159,420 equity shares of Re. 1 each allotted to Vam Leasing Ltd. were cancelled
during the year 2002-03 - refer note no 6 below}.

c) 5,064,000 equity shares of Re. 1 each allotted and issued pursuant to the Scheme of Amalgamation to shareholders of
erstwhile Anichem India Ltd. and of erstwhile Enpro Specialty Chemicals Ltd. with the Company for consideration other
than cash in 1999-00. {1,620,970 Equity shares of Re.1 each allotted to Vam Investment Ltd. and 1,714,000 equity shares
of Re. 1 each allotted to Vam Leasing Ltd. were cancelled during the year 2002-03 - refer note no. 6 below}.

d) 3,000 (Previous year Nil) equity shares of Re. 1 each allotted to employees and directors of Company on exercise of the
vested stock options in accordance with the terms of exercise under the “Jubilant Employees Stock Option Plan”.

6) Pursuant to the Scheme of Amalgamation approved by the Hon’ble High Court of Judicature, Allahabad and Hon’ble High
Court of Delhi, Delhi, and as contained in the Opening Reference Balance Sheet annexed to the Scheme, the paid up share
capital of the Company reduced during the year 2002-03 by cancellation of 2,382,750 and 1,873,420 equity shares of Re. 1
each fully paid up held by erstwhile Vam Investments Ltd. and Vam Leasing Ltd. respectively as investments in the Company.

(Rs. in million)

As at 31st Additions/ Deductions As at 31st


March, 2006 Created March, 2007
during the year

B. RESERVES AND SURPLUS


Capital Reserve 22.82 22.82
Capital Redemption Reserve 9.86 9.86
Amalgamation Reserve 13.21 13.21
Securities Premium Account (1) 4,113.30 163.14 896.39 3,380.05
Debenture Redemption Reserve 99.90 99.90 -
General Reserve 1,401.70 599.90 - 2,001.60
5,660.79 5,427.54
Add : Surplus as per Profit & Loss Account 2,441.31 2,314.94 710.64 4,045.61
Total 8,102.10 3,077.98 1,706.93 9,473.15
Previous Year 4,830.52 4,161.12 889.54 8,102.10

Notes :
(1) a) Additions denote premium on issue of shares on conversion of FCCB and exercise of ESOP options
b) Deductions denote an amount of Rs.124.87 million towards Foreign Currency Convertible Bond Issue Expenses, Rs.771.52
million (net of write in of Rs. 5.74 million) being pro-rata provision of premium on redemption of FCCB.

74 JUBILANT ORGANOSYS LIMITED

Jublient 67-100.p65 74 8/7/2007, 10:50 PM


(Rs. in million)
As at 31st March, 2007 2006

C. LOANS
Secured

A. Loans From Bank


-Term Loans 1,738.80 892.30
[Including Rs. 1,738.80 million (Previous year Rs.892.30 million) in foreign currency]
-Working Capital 1,596.02 808.75
[ Including Rs. 217.35 million (Previous year Rs. Nil) in foreign currency]
-Vehicle Loans 1.23 3.13

B. Loans From Others


-Term Loans 278.00 681.16
[ Including Rs. Nil (Previous year Rs.83.88 million) in foreign currency ] 3,614.05 2,385.34

Unsecured
1.5 % Foreign Currency Convertible Bonds - FCCB 2009* 82.59 247.61
Zero Coupon Foreign Currency Convertible Bonds - FCCB 2010* 3,260.25 3,346.13
Zero Coupon Foreign Currency Convertible Bonds - FCCB 2011* 8,694.00 -
Fixed Deposits 0.26 59.24
Deferred Sales Tax Credits 1.03 1.56
Short Term Loan from Bank 300.00 200.00
12,338.13 3,854.54

*(Refer Note 9 of Schedule “O”)

Notes :

1. Term Loans (in Indian Currency) from Export Import Bank of India and Long Term Foreign Currency Loan of US$ 5 million
from Export Import Bank of India and External Commercial Borrowing of US$ 20 million from State Bank of India-New York
Branch and US$ 20 million (in eq. JPY 2,304.50 million) from BNP Paribas Singapore are secured by a first charge by way of:

a) Mortgage of the immovable assets and charge by way of hypothecation on the movable assets, both present and future
[save & except Book Debts and Bankers Goods as per Note 2 below and specified exclusions listed in notes i to iv
below] pertaining to the Company’s manufacturing facilities located at Bhartiagram, District Jyotiba Phoolay Nagar,
Uttar Pradesh and at Village Samlaya, Taluka Savli, District Vadodara, Gujarat.

i. Specified land and buildings situated at Bhartiagram, District Jyotiba Phoolay Nagar, Uttar Pradesh and constructed
out of the financial assistance granted by HDFC.
ii Land and Building located at Plot No 1A, Sector 16A, Noida, Uttar Pradesh.
iii Land & Building of Active Pharmaceuticals Ingredients Unit located at Nanjangud, Mysore, Karnataka.
iv Immovable assets of the Company situated at Nimbut Village, Nira, District Pune, Maharashtara.

b) Hypothecation of fixed assets [other than Land and Building as mentioned in 1 a (iii) above] both present and future
pertaining to the Company’s manufacturing unit situated at Nanjangud, Mysore, Karnataka;

c) Such charges to rank pari-passu amongst the said chargeholders;

d) Mortgage in respect of External Commercial Borrowing of US$ 20 million from BNP Paribas, Singapore is pending
creation with respect to properties of Company’s Fertiliser Division.

ANNUAL REPORT - 2006-2007 75

Jublient 67-100.p65 75 8/7/2007, 10:50 PM


Schedules forming part of the Balance Sheet

2. i) Working Capital Facilities sanctioned by Consortium of Banks and notified Financial Institutions comprising of ICICI
Bank Limited, Corporation Bank, Punjab National Bank, State Bank of India, Canara Bank, Export Import Bank of India,
ING Vysya Bank Ltd., ABN Amro Bank and Standard Chartered Bank are secured by a first charge by way of hypothecation,
ranking pari-passu inter-se Banks, of the entire book debts and receivables of the Company and moveable inventories
both present and future at the manufacturing facilities at Bhartiagram, District Jyotiba Phoolay Nagar, Uttar Pradesh; at
Nimbut Village, Nira, District Pune, Maharashtra; at Village Samlaya, Taluka, Savli, District Vadodara, Gujarat and at
Nanjangud, Mysore, Karnataka (save and except book debts and inventories related to IMFL business at Nimbut Village,
Nira , District Pune, Maharashtra);

ii) The Company also has a Commercial Paper Programme aggregating Rs. 1,500 million and Short-term debt programme
of Rs. 500 million within the overall Working Capital Limits sanctioned to it by the Working Capital Consortium. As on
31.03.07, there was Rs. Nil loan outstanding against the same. The Company has availed Rs. 7,150 million against the
said facility during the year (Previous year Rs. 1,800 million).

3. Loans availed for financing purchase of vehicles are secured by a first charge by way of an exclusive hypothecation of the
vehicles purchased out of the loan proceeds in favour of the lender.

4. Unsecured Short Term loan from a Bank is for specific purpose of utilising the same for distribution of Fertilisers & Feed to the
Dealers and Distributors.

5. Secured Loans includes loans of Rs. 328.50 million (Previous year Rs. 224.50 million) repayable within one year.

(Rs. in million)
As at 31st March, 2007 2006

D. DEFERRED TAX LIABILITY


Deferred Tax Liabilities 1,422.47 1,102.30
Deferred Tax Assets 62.32 45.95
Deferred Tax Liabilities (Net) 1,360.15 1,056.35
(Refer Note 15(A) of Schedule “O”)

76 JUBILANT ORGANOSYS LIMITED

Jublient 67-100.p65 76 8/7/2007, 10:50 PM


E. FIXED ASSETS (Rs. in million)

Jublient 67-100.p65
GROSS BLOCK - COST / BOOK VALUE
VALUE DEPRECIATION / AMOR
DEPRECIATION TISA
AMORTISA TION
TISATION NET BLOCK
Total Additions/ Deductions/ Total Total
Total Provided
Provided Deductions/ Total As at As at
as at adjustments adjustments as at as at during adjustments as at 31st 31st
Description 31st,Mar ch
31st,March during the during the 31st,Mar ch
31st,March 31st,Mar ch
31st,March the year during the 31st,Mar ch
31st,March March
March March
March
2006 year year 2007 2006 year 2007 2007 2006
Land

77
(a) Freehold
Freehold 203.07 70.90 273.97 273.97 203.07

ANNUAL REPORT - 2006-2007


(b) Leasehold 120.09 57.70 177.79 177.79 120.09
Buildings
(a) Factory 438.26 86.54 0.41 524.39 78.11 15.07 93.18 431.21 360.15
(b) Others (1) 454.85 22.92 1.59 476.18 76.52 6.99 83.51 392.67 378.33
Plant & Machinery 8,787.67 1,607.01 52.08 10,342.60 3,189.65 436.09 8.45 3,617.29 6,725.31 5,598.02
Vehicles 35.99 3.33 0.78 38.54 6.81 3.32 0.71 9.42 29.12 29.18
Office Equipments
Office 178.38 41.93 2.84 217.47 76.44 22.38 1.72 97.10 120.37 101.94
Fur nitur
Furnitur e & Fixtur
niture es
Fixtures 175.02 28.80 2.97 200.85 39.48 12.43 1.40 50.51 150.34 135.54
Intangibles
a) Inter nally generated
Internally
- Patents/Product Development
Patents/Product 76.28 52.50 128.78 28.12 10.91 39.03 89.75 48.16
b) Other
- Rights 46.76 46.76 34.73 8.37 43.10 3.66 12.03
TOTAL
TOTAL 10,516.37 1,971.63 (3) 60.67 12,427.33 3,529.86 515.56 12.28 4,033.14 8,394.19 6,986.51
Previous Y
Previous ear
Year 8,359.50 2,199.57 42.70 10,516.37 3,083.57 450.62 4.33 3,529.86
Capital Work in Pr
Work ogr
Progress, Capital Advances & Pr
ogress, oject Expenses Pending Capitalisation
Project 1,768.36 1,168.97
10,162.55 8,155.48

Notes :

8/7/2007, 10:50 PM
(1) Building includes Rs.500 being cost of share in Co-operative Housing Society.
(2) Capital Work in Progress includes Rs. 394.87 million (Previous year Rs.195.21 million) being R&D expenses incurred on Product Development (intangibles) pursuant to AS-26.
(3) Includes Rs.148.29 million in respect of R&D Assets.
(4) Capital Research and Development Expenditure aggregating to Rs. 395.46 million incurred during the year are included in Additions to Fixed Assets/Capital Work in Progress.

77
Schedules forming part of the Balance Sheet
(Rs. in million)
As at 31st March, 2007 2006
F. INVESTMENTS : (At Cost)
Number Face value
per unit All Unquoted unless otherwise specified
Trade Investments (Long Tem)
In Subsidiary Companies
A) Fully paid Equity Shares :
375 No Par Value - Jubilant Organosys (USA), Inc. (2) 17.11 17.11
(375,000) (US$1)
200,000 (US$1) - Jubilant Organosys (Shanghai) Ltd. 8.80 8.80
(200,000)
13,900,000 EURO 1 - Jubilant Pharma N.V. (Belgium) 743.79 743.79
(13,900,000)
1,999,766 Rs.10 - Jubilant Chemsys Ltd. 20.00 20.00
(1,999,766)
1,999,766 Rs.10 - Clinsys Clinical Research Ltd. 20.00 20.00
(1,999,766) (Originally Jubilant Clinsys Ltd. & formerly Clinsys India Ltd.)
295,600 Rs.10 - Jubilant Biosys Ltd. 147.80 147.80
(295,600)
210,793,994 US$1 - Jubilant Pharma Pte. Ltd. (Singapore) 9,637.17 552.73
(12,700,000)
20,000,000 No Par Value - Clinsys Holdings, Inc. (USA) 1,660.44 677.71
(15,500,000) US$1
1,000,000 Rs.10 - Jubilant Infrastructure Ltd 10.00 -
(-)
B) Preference Shares :
26,450,000 Rs.10 - Jubilant Chemsys Ltd.
(9,250,000) 6% Optionally Convertible Non-Cumulative Redeemable
Preference Shares fully paid. 264.50 92.50
20,850,000 Rs.10 - Clinsys Clinical Research Ltd.
(13,500,000) (Originally Jubilant Clinsys Ltd. & formerly Clinsys India Ltd.)
6% Optionally Convertible Non-Cumulative Redeemable
Preference Shares fully paid. 208.50 135.00
Current Investments
Investment in Mutual Fund:
1,822,209 Rs.10 LICMF Liquid Fund-Dividend Plan 20.01 -
(-)
12,758.12 2,415.44

Notes:
(1) Figures in ( ) are in respect of previous year.
(2) Share Capital of the Company was restructured during the year through a One(1) for One Thousand (1000) reverse Stock
Split and abolishing par value of shares.
(3) During the year, the following current investments (Non-Trade) were purchased and sold:
i) 9,401,677 Units of HDFC Cash Management Fund-Saving Plan-at cost of Rs. 100.00 million.
ii) 479,952 Units of G70 Standard Chartered Liquidity Managers -Plus- Daily Dividend Fund- at cost of Rs. 480.00 million.
iii) 9,999,300 Units of -Principal Mutual Fund - Liquid Option Dividend Reinvestment Daily - at cost of Rs. 100.00 million.

78 JUBILANT ORGANOSYS LIMITED

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(Rs. in million)
As at 31st March, 2007 2006
G. CURRENT ASSETS, LOANS AND ADVANCES
Current Assets
Inventories: (Including in Transit & with Third Parties)
(at lower of cost or net realisable value)
- Raw Materials 1,609.77 1,426.49
- Stores, Spares, Process Chemicals, Catalyst, Fuels & Packing Material 358.75 478.23
- Process Stocks 429.11 349.57
- Finished Goods (including Trading Goods) 720.08 563.75
3,117.71 2,818.04
Sundry Debtors
Unsecured
- Over Six Months - Good 126.02 200.64
{Includes Subsidy receivable from State Government Rs. 12.11 million
(Previous Year Rs. 24.11 million)}
- Doubtful 4.47 -
- Other Debts - Good 2,775.37 2,261.42
{Includes Subsidy receivable from State Government Rs. 33.88 million 2,905.86 2,462.06
(Previous Year Rs. 26.25 million)}
Less: Provision for Doubtful Debts 4.47 -
2,901.39 2,462.06 (5)
Cash & Bank Balances
- Cash in hand and as Imprest 5.29 5.80
- Cheques/Drafts in hand 29.29 11.54
- With Scheduled Banks
- On Current Accounts 39.17 63.52
- On Dividend Account 7.33 6.26
- On Deposit Accounts (1) 42.31 116.87
- With Non Scheduled Banks (2) 7.02 878.29
130.41 1,082.28

Loans and Advances


(Unsecured, Considered good)
- Loans to Subsidiaries (including interest accrued) 361.20 106.08
- Advances recoverable in cash or in kind or for value to be received (3) 703.16 752.84
- Deposits 93.17 95.37
- Deposits with Excise / Sales Tax Authorities (4) 512.22 428.46
- Advance Payment of Income Tax/Wealth Tax (including TDS) 873.33 567.91
2,543.08 1,950.66
8,692.59 8,313.04

(1) Includes: Margin Money - Rs.1.51 million (Previous Year Rs. 1.12 million).
(2) Maximum Balance outstanding during the Year: a) Rs. 8,981.81 million (Previous Year Rs.3,173.33 million) with ICICI Bank
UK Ltd b) Rs. 878.90 million (Previous Year Rs. 869.99 million ) with SBI New York in Fixed Deposit Account. c) Rs. 6,321.46
million (Previous Year Rs Nil) with SBI Nassau Bahamas d) Rs. Nil (Previous Year Rs. 481.58 million) with ICICI Bank Singapore.
e) Rs. Nil (Previous Year Rs. 689.10 million) with ICICI Bank Canada.
(3) Includes Rs. 135.61 million (Previous Year Rs. 186.96 million) Export Benefits Receivables.
(4) Deposit against disputed demands - Rs. 105.62 million (Previous Year Rs. 86.88 million)
(5) Debtors includes Rs. Nil (Previous Year 9.50 million ) being remittance in transit pending receipt in India, from an overseas
subsidiary.

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Schedules forming part of the Balance Sheet
(Rs. in million)
As at 31st March, 2007 2006
H CURRENT LIABILITIES AND PROVISIONS
A) Current Liabilities
Sundry Creditors and Expenses Payable (1) 2,263.72 2,055.03
Trade Deposits & Advances 89.25 98.08
Interest accrued but not due 30.81 21.28
Other Liabilities 69.06 91.65
Investors Education and Protection Fund shall be credited with the
following amounts namely:
- Unclaimed/unpaid Dividends 7.33 6.26
- Unclaimed Fixed Deposits 5.47 7.72
- Interest on Unclaimed Matured Fixed Deposits 0.55 0.98
2,466.19 2,281.00
B) Provisions
For Dividends on Equity Shares 209.78 203.03
For Income Tax & Wealth Tax 916.25 558.21
For Retirement/Post retirement Employee Benefits 144.84 117.75
For Others(2) 987.81 215.38
2,258.68 1,094.37
Total (A+B) 4,724.87 3,375.37
Sundry creditors includes, dues to small scale industrial undertakings. 2.65 6.87

(1) Includes Rs.148.39 million (Previous year Rs. 463.71 million) being Acceptances.
(2) Includes provision for pro-rata premium on redemption of FCCB - Rs.975.15 million (Previous Year Rs.203.63 million)

(Rs. in million)

As at 31st March, 2007 2006

I. MISCELLANEOUS EXPENDITURE
(to the extent not written off or adjusted)
Payments under Voluntary Retirement Scheme 40.85 32.20
40.85 32.20

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Schedules forming part of the Profit and Loss Account
(Rs. in million)
For the year ended 31st March, 2007 2006

J. SALES & SERVICES


Sales 17,405.29 14,967.87
Manufacturing Services (Refer Note 16 of Schedule “O” ) 28.95 81.00 (1)
17,434.24 15,048.87

(1) Includes Rs.Nil (Previous Year Rs.52.18 million) being value of captively
produced ENA used for the said services

K. OTHER INCOME
Income from Current Investments (Non-Trade) - Dividend 2.66 2.34
Insurance / Other Claims (Net) 36.51 39.33
Profit on Sale of Fixed Assets (Net) (2) - 10.53
Miscellaneous Receipts (1) 270.62 125.17
(Includes Sale of unserviceable spares, used drums, residual catalyst, etc.) 309.79 177.37

(1) Includes: a) Income from Utilities & Services provided Rs.14.82 million (Previous year Rs.13.96 million) (Tax Deducted
at source Rs.2.60 million - Previous Year Rs.0.85 million)
b) Interest Income of Rs. 189.52 million (Previous year Rs.47.02 million) on un-utilised proceeds of FCCB’s
and on other deposits.
c) Bad Debts recovered/recoverable Rs.0.25 million (Previous year Rs.6.18 million)
( 2 ) In respect of disposal of land - Rs. Nil (Previous year Rs.10.99 million).

(Rs. in million)
For the year ended 31st March, 2007 2006

L. INCREASE/(DECREASE) IN STOCKS
Stock at close - Process 429.11 349.57
Stock at close - Finished 720.08 563.75
1,149.19 913.32
Stock at commencement - Process 349.57 272.19
Stock at commencement - Finished 563.75 506.54
913.32 778.73
Increase/ (Decrease) in Stocks 235.87 134.59
Less: Increase/Decrease of Finished & Process Stock of IMFL Business (38.68) (16.01)
(Refer Note 16 of Schedule “O”) 197.19 118.58

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Schedules forming part of the Profit and Loss Account
(Rs. in million)
For the year ended 31st March, 2007 2006

M. MANUFACTURING AND OTHER EXPENSES


Purchases - Traded Goods 370.26 410.77
Raw & Process Materials Consumed 7,916.40 7,013.34
Power and Fuel 1,297.89 1,162.39
Excise Duty -Net (3) 8.41 10.38
Stores, Spares, Chemicals, Catalyst & Packing Materials consumed 961.53 705.70
Processing Charges 167.87 146.88
Repairs - Plant & Machinery 308.92 233.49
- Buildings 27.20 27.25
Salaries, Wages, Bonus, Gratuity & Allowances 817.48 658.23
Contribution to Provident & Superannuation Fund 62.45 54.13
Staff Welfare Expenses 94.71 58.34
Rent (Net of recoveries) 16.04 23.07
Rates & Taxes 22.32 16.14
Insurance [Net of recoveries -Rs.9.68 million (PY -Rs.8.87 million)] 60.85 53.79
Advertisement, Publicity & Sales Promotion 69.33 50.44
Traveling & Other Incidental Expenses 134.77 99.69
Office Maintenance (including water, electricity & repairs to office equipments) 59.79 52.91
Vehicle Maintenance (Including vehicle taxes, insurance & driver cost) 29.80 24.25
Printing & Stationery 20.33 15.95
Communication Expenses 46.20 40.25
Staff Recruitment & Training 32.67 29.98
Donation 10.37 0.17
Auditors Remuneration (4) - As Auditors 1.16 1.03
- for Taxation Matters 0.31 0.28
- for Certification/Advices/Other Matters 1.15 1.52
- Out of Pocket Expenses 0.10 0.11
Legal, Professional & Consultancy Charges 118.26 43.56
Freight & Forwarding (including Ocean freight) 404.02 350.19
Amortisation/write off - (VRS Expenses) 30.95 23.51
Directors’ Sitting Fees 0.72 0.78
Directors’ Commission 34.00 34.00
Miscellaneous Expenses 18.97 10.23
Financial Charges (incl. Bank Charges, Fixed Deposit expenses & Foreign Exchange (577.90) 127.46
fluctuations net gain of Rs.626.67 million (PY net loss of Rs.82.13 million) (5)
Discounts & Claims to Customer (Net) and Other Selling Expenses 220.91 218.53
Commission on Sales 112.58 65.14
Lease Rentals & Hire Purchase charges 2.77 10.03
Loss on sale/disposal/discard of Fixed Assets/R&D projects abandoned 15.72 -
Loss on sale of Raw Materials 9.07 1.29
Bad Debts / irrecoverable Advances written off /provided for (Net of write in) 13.64 1.17
12,942.02 11,776.37

(1) The above expenses are Netted off, after taking into account credit of Rs.1.03 million (Previous year Rs.1.22 million).
(2) The above total expenditure includes:
a) Expenditure incurred on R&D of Rs.130.50 million (Previous year Rs.101.78 million) under various heads of accounts.
b) Prior period adjustments determined during the years are adjusted to respective heads of account of Rs.2.47 million
(Previous year of Rs.3.40 million).
(3) Excise duty expense denotes provision on closing stock and other claims of the Deptt.
(4) Excluding Rs.1.12 million (Previous year Rs. 0.79 million), being payment for Certification/Audit of FCCB Documents.
(5) Total foreign exchange gain of Rs.686.59 million (Previous year Rs.15.66 million) is adjusted against total foreign exchange
losses of Rs.59.92 million (Previous year Rs.97.79 million) as disclosed above.

82 JUBILANT ORGANOSYS LIMITED

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Research & Development Expenses Comprises as mentioned here under : (Rs. in million)

For the year ended 31st March, 2007 2006

M-1. RESEARCH & DEVELOPMENT EXPENSES


Material Consumption 95.01 54.33
Employee Cost 155.14 115.94
Utilities- Power 16.75 13.52
Others 130.18 77.71
397.08 261.50
Less: Transferred to Intangibles/Capital Work in Progress (266.58) (159.72)
Balance, charged to Revenue 130.50 101.78

N. INTEREST
On Term Loans 109.38 74.34
On Deposits 3.31 7.52
On FCCB 1.54 9.38
On Overdrafts & other Borrowings (2) 71.11 63.12
185.34 154.36
Less: Interest Income [Tax deducted at source Rs. 7.67 million (34.71) (1) (7.73) (1)
(Previous year Rs.0.34 million)] 150.63 (3) 146.63 (3)

(1) Includes Rs.13.71 million (Previous year Rs.5.88 million) charged to Subsidiary Companies.
(2) Includes Rs.12.10 million (Previous year Rs.19.47 million) as Discounting Charges on Commercial Papers.
(3) Net of Interest Capitalisation.

ANNUAL REPORT - 2006-2007 83

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Notes to the Accounts

O. NOTES TO THE ACCOUNTS AND SIGNIFICANT ACCOUNTING POLICIES


Notes to the Balance Sheet as at 31st March, 2007 and Profit and Loss Account for the year ended on that date.
1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES:
A. Basis of Preparation:
The financial statements of the Company have been prepared and presented under the historical cost convention on the
accrual basis of accounting in accordance with the accounting principles generally accepted in India (“GAAP”) and comply
with the mandatory Accounting Standards (“AS”) issued by the Institute of Chartered Accountants of India to the extent
applicable and with the relevant provisions of the Companies Act, 1956. The financial statements are presented in Indian
rupees rounded off to the nearest million.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of
financial statements and the results of operations during the reporting periods. Management believes that the estimates
used in the preparation of the financial statements are prudent and reasonable. Actual results could differ from these
estimates. Appropriate changes in estimates are made as management become aware of changes in circumstances
surrounding the estimates.
B. a. Fixed Assets and Depreciation
(i) Fixed Assets are stated at original cost net of tax/duty credits availed, if any, less accumulated depreciation/amortisation.
The cost of fixed assets includes freight and other incidental expenses related to the acquisition and installation of the
respective assets. Borrowing costs directly attributable to fixed assets, which necessarily take a substantial period of
time to get ready for their intended use, are capitalised. In case of fixed assets acquired at the time of amalgamation of
certain entities with Company, the same are at book value/fair value ascertained by the valuers.
Insurance spares / standby equipments are capitalised as part of the mother assets and are depreciated at the applicable
rates, over the remaining useful life of the mother assets.
Interest on loans and other financial charges and pre-operative expenses including Trial Run Expenses (Net) for projects
and/or substantial expansion up to the date of commencement of commercial production/ stabilisation of the project
are capitalised
(ii) Depreciation is provided on Straight Line Method, except in case of Plant & Machinery at Nira & Savli plants which is on
Written Down Value Method, at rates mentioned and in the manner specified in Schedule XIV to the Companies Act,
1956 (as amended), on the original cost/ acquisition cost of assets and read with the statement as mentioned herein
under. Certain plants were classified as continuous process plants from the financial year ended 31.03.2000 and such
classification has been done on technical assessment, (relied upon by the auditor being a technical matter) and
depreciation on such assets has been provided accordingly.
Depreciation, in respect of assets added/installed up to 15th December, 1993, is provided at the rates applicable at the
time of additions/installations of the assets as per Schedule XIV to the Companies Act, 1956 and depreciation, in
respect of assets added/installed during the subsequent period, is provided at the rates, mentioned in Schedule XIV to
the Companies Act, 1956 read with Notification dated 16th December, 1993 issued by Department of Company Affairs,
Government of India;
Depreciation on assets added/disposed off during the year has been provided on pro-rata basis with reference to the
month of addition/disposal.
Certain employee perquisite - related assets are depreciated over five years, being the period of the perquisite scheme.
b. Intangible, product development and amortisation
Intangible assets are recorded at the consideration paid for acquisition. Intangible assets are amortised over their
estimated useful lives on straight-line basis, commencing from the date the asset is available to the Company for its
use.
Cost incurred for acquiring rights for product under development are recognised as intangible assets and amortised on
a straight-line basis over a period of 5 years from the date of regulatory approval. Subsequent expenditures on
development of such products is also added to the cost of intangibles.
c. Leased Assets: Amortisation/charging off
(i) Leasehold Land value is not amortised in view of the long tenure of the un-expired lease period/option of conversion to
freehold at the expiry of lease tenure.
(ii) Other lease assets: Assets, if any, acquired under finance lease from 1st April 2001 are capitalised at the lower of their
fair value and the present value of the minimum lease payment in line with the Accounting Standard 19 (AS-19)-
“Leases”, issued by the Institute of Chartered Accountants of India (ICAI). In respect of other leases, lease rentals are
charged to Profit and Loss Account.
C. Valuation of Inventories
Inventories are valued at lower of cost or net realisable value except scrap, which is at net estimated realisable value.

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The methods of determining cost of various categories of inventories are as follows:
Raw materials Weighted average method
Stores and spares Weighted average method
Work-in-process and finished goods (manufactured) Variable Cost at weighted average including an appropriate
share of production overheads
Finished goods (traded) Actual cost of purchase
Goods in transit Actual cost of purchase
Cost includes all direct costs, cost of conversion and appropriate portion of overheads and such other costs incurred as to
bring the inventory to its present location and condition inclusive of excise duty wherever applicable. Cost formula used is
based upon weighted average cost.
D. Investments
Long Term quoted investments (non-trade) if any, are valued at cost unless there is a permanent fall in their value as at the
date of Balance Sheet.
Unquoted investments in subsidiaries being of long term and of strategic in nature are valued at cost and no loss is recognised
for the fall, if any, in their net worth, unless the diminution in value is other than temporary. Investment in foreign subsidiary
Companies are expressed in Indian currency at the rates prevailing on the date when the remittance for the purpose was
made/ foreign currency balance abroad was used, as the case may be.
E. Income Tax
Current Tax
Current Tax provision is made, taking into consideration the various benefits / concessions to which the Company is entitled
to as well as the normal tax provisions and the contentions of the Company and also the fact that certain expenditure
becoming allowable on payment being made before filing of the return of income.
Deferred Tax
In accordance with Accounting Standard 22 (AS-22) – “Accounting for Taxes on Income”, issued by the ICAI, the deferred
tax for timing differences between the book and tax profits for the year is accounted for using the tax rates and laws that
have been enacted or substantively enacted as of the Balance Sheet date.
Deferred tax assets (reviewed at each Balance Sheet date) arising from timing differences are recognised to the extent there
is virtual certainty, as the case may be, that such assets are capable of being realised in future.
Fringe Benefit Tax
Provision for Fringe Benefit Tax has been made in accordance with the Income Tax Laws prevailing for the relevant assessment
years.
F. Foreign Currency Conversions/ Translation
Transactions in foreign currency are recorded at the exchange rate prevailing on/or closely approximating to the date of
transactions. Current Assets and Liabilities (other than relating to fixed assets and investments) are restated at the rate
prevailing at the period end or at the forward rate where forward cover for specific asset/liability has been taken. The
difference between the period end rate and the exchange rate at the date of the transaction is recognised as income or
expense in the Profit and Loss Account. In respect of forward exchange contracts, the difference between the contract rate
and the rate on the date of transaction is recognised as income or expense in the Profit and Loss Account over the life of the
contract.
Interest swaps (in foreign currencies) outstanding at the year-end are marked to market and the resultant gain /loss is
recognised as such.
G. Provisions, Contingent Liability and Contingent Assets
The Company recognises a provision when there is a present obligation as a result of a past event that probably requires an
outflow of resources and a reliable estimate can be made of the amount of the obligation. A disclosure for a contingent
liability is made when there is a possible obligation or a present obligation that the likelihood of outflow of resources is
remote, no provision or disclosure is made. Contingent Assets are not recognised/disclosed. Provisions, Contingent Liabilities
and Contingent Assets are reviewed at each Balance Sheet Date.
H. Research & Development
Revenue expenditure on Research & Development is included under the natural heads of expenditure.
Capital expenditure on Research and Development (R&D) is capitalised as fixed assets. Development cost including legal
expenses and/or in relation to patent/trade marks relating to the new and improved product and/or process development is
recognised as an intangible asset to the extent that it is expected that such asset will generate future economical benefits.
Other Research & Development cost is expensed as incurred.
I. Employee Benefits
• Retirement benefits to employees comprise payments towards gratuity, superannuation and provident fund under the

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Notes to the Accounts

schemes of the Company and encashment of leave. Annual contributions to the superannuation and provident funds
are charged to the Profit and Loss Account.
• Provision for gratuity and leave encashment are made on the basis of actuarial valuation and charged to the Profit &
Loss Account.
J. Borrowing Cost
Borrowing costs attributable to acquisition and construction/fabrication of qualifying assets are capitalised as a part of the
cost of such assets up-to the date as mentioned in Note No.B (a) (i) above. Other borrowing costs are charged as expenses
in the year in which they arise.
K. Revenue Recognition
Revenue from Sales is recognised on dispatch of material and point when risk and reward are transferred to the customers.
Sales include excise duty, export incentives and subsidies but exclude Inter Divisional Transfers and Sales Tax. In order to
comply with the Accounting Standard Interpretation ASI-14 issued by ICAI, Sales (including excise duty) and Net Sales
(excluding excise duty) is disclosed in Profit & Loss Account.
Export incentives/ benefits are accounted for on accrual basis and as per the principles given under AS-9 (Revenue
Recognition).
L. Miscellaneous Expenditure / Amortisation
(i) Miscellaneous expenditure consists of expenditure in respect of compensation payable in terms of Voluntary Retirement
Scheme of the Company and the same are amortised over a period of thirty six months commencing from the month in
which payment / liability arise.
(ii) FCCB and share issue expenses/pro-rata premium on FCCB are adjusted against securities premium account.
M. Segment Accounting
The accounting policies adopted for segment reporting are in line with accounting policies of the Company. Revenue,
Expenses, Assets and Liabilities have been identified to segments on the basis of their relationship to operating activities of
the segments (taking in account the nature of products and services and risks & rewards associated with them) and internal
management information systems and the same is reviewed from time to time to realign the same to conform to the Business
Units of the Company. Revenue, Expense, Assets and Liabilities, which are common to the enterprise as a whole and are not
allocable to segments on a reasonable basis, have been treated as “Common Revenue/Expense/Assets/Liabilities”, as the
case may be.
N. Impairment of Fixed Assets
The Company assesses at each Balance Sheet date whether there is any indication that an asset may be impaired. If any
such indication exists, the Company estimates the recoverable amount of the asset. If such recoverable amount of the asset
or the recoverable amount of the cash-generating unit to which the assets belongs is less than the carrying amount, the
carrying amount is reduced to its recoverable amount. The reduction is treated as an impairment loss and is recognised in
the Profit and Loss Account. If at the Balance Sheet date there is an indication that previously assessed impairment loss no
longer exists, the recoverable amount is reassessed and the asset is reflected at the recoverable amount.
O. Employee Stock Option Schemes
In accordance with the Securities and Exchange Board of India Guidelines, the stock options granted pursuant to the
Company’s Stock Option Scheme, the intrinsic value, if any, of the options being the excess of the market price, of shares
over the exercise price of the option, at the date of grant of options, is treated as discount and accounted as employee
compensation cost and amortised on a straight-line basis over the vesting period.

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2. Capital Commitments
Estimated amount of Contracts remaining to be executed on Capital Account (Net of Advances) Rs. 892.14 million (Previous
Year Rs. 279.27 million) [Advances Rs. 128.28 million (Previous Year Rs. 30.74 million)].
3. Contingent liabilities
a) Claims/Demands/Disputes against which appeals are pending and not acknowledged as debts on account of:
(Rs. in million)

2006-07 2005-06
Central Excise 23.17 17.70
Customs 5.73 5.16
Sales Tax 113.00 13.14
Income Tax 146.10 67.90
Service Tax 1.59 0.35
Others 5.33 6.83

The Company has been advised that its contentions in the matter of disputed demands are legally tenable and hence
the possibility of these maturing is remote.
In addition to the amounts mentioned above, the Company may be required to pay interest on finality of the matters.
b) The Company has challenged the levy of transport fee by State of Maharashtra on consumption of rectified spirit and
molasses in the Nira factory. The order of State imposing the levy was stayed by the Hon’ble Mumbai High Court on
22nd October, 2001. The Company has been advised that the levy of transport fee on rectified spirit and molasses by
State is not tenable. However the Company has deposited Rs. 6.28 million under protest out of the total transport fee
of Rs. 95.71 million.
c) Outstanding guarantees furnished by Banks on behalf of the Company/by the Company including in respect of Letters
of Credits/Bonds/Loss make up guarantee is Rs. 1,003.53 million (Previous Year Rs. 521.08 million).
d) Exports obligation undertaken by the Company under EPCG scheme to be completed over a period of five/eight years
on account of import of Capital Goods at concessional import duty remaining outstanding is Rs. 499.60 million (Previous
year Rs. 224.79 million). Similarly Export obligation under Advance License Scheme/DFIA scheme on duty free import
of specific raw materials, remaining outstanding is Rs. 1,416.05 million (Previous year Rs. 862.71 million)
e) The Company has challenged the increase in denaturing fee by the State of Uttar Pradesh w.e.f 1st April 2004 on
denaturing of rectified spirit in the Gajraula factory before the Hon’ble Allahabad High Court and the writ petition has
been admitted by the court. The Company has deposited Rs. 12.21 million under protest which is shown as deposits.
f) Zila Panchayat at J.P. Nagar (in respect of the Company’s Gajraula plant) served a notice demanding a compensation
of Rs. 277.40 million allegedly for creating lagoons on their lands, percolation of poisonous water stored in lagoons
resulting in loss of crops and cattle of the farmers and for putting poisonous fly ash on national highway which caused
loss to the health and damages to eyes and skin of people.
District Magistrate issued a recovery certificate along with 10% collection charges inflating the demand to Rs. 305.14
million. In the opinion of the Company, the Zila Panchayat has no justification in raising this demand. The demand was
challenged in Hon’ble Allahabad High Court and the court stayed the demand till further orders.
4. The Hon’ble Supreme Court has quashed the levy of licence fee by State of Uttar Pradesh on captive consumption of
denatured spirit in the Gajraula factory, and has ordered the refund of the fee paid during the period of dispute subject to
condition that the amount has not been collected from the Company’s customers. Further, the Court has directed the state
to investigate whether the Company has collected the disputed fee from its customers to the extent bank guarantees were
furnished.
The Company is entitled to a refund of Rs. 84.06 million as the amount paid during the period of dispute or secured by bank
guarantees was not collected from its customers. Accordingly the Company has approached the State of Uttar Pradesh for
the refund of the said amount.
5. The Company has challenged the levy of license fees of Rs. 2.87 million by State of Uttar Pradesh, for grant of PD-2 license
for manufacture of Ethyl Alcohol for industrial use, before the Hon’ble Allahabad High Court. The writ petition has been
admitted and is being listed for final hearing. Though the amount has been deposited and shown as such, no provision
against this has been made as the issue is covered by the earlier favorable judgment of the Hon’ble Supreme Court of India.
6. Dividend on Equity Shares includes Rs.0.87 million (inclusive of Dividend Tax) in respect of Shares allotted between 31st
March,2006 to the record date for Dividend.
7. Loans to Subsidiary Companies repayable on demand, including interest accrued thereon, namely, Jubilant Biosys Ltd. –
Rs. 338.20 million (Previous year Rs.106.08 million) & Jubilant Chemsys Ltd – Rs.23.00 million {Maximum amount due at any

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Notes to the Accounts

time during the year Rs. 351.42 million (Previous year Rs. 105.20 million) & Rs.23.49 million (Previous year Rs. Nil) to Jubilant
Biosys Ltd and Jubilant Chemsys Ltd respectively.}
8. Sundry Debtors as shown in Schedule “G” is net after giving the effect of sale of receivables amounting to Rs. NIL (Previous
year Rs. 108.02 million)
9. Foreign Currency Convertible Bonds (FCCB)
a) 1.5 % FCCB -US$35 million (FCCB 2009)
The Company issued 1.5% Foreign Currency Convertible Bonds due 2009 (FCCB 2009) aggregating US$ 35 million, in
the year 2004-05. The Bonds are convertible at any time between June 14, 2004 and April 15, 2009 by holders into fully
paid equity shares of Re.1 each of the Company or Global Depositary Shares (“GDSs”) each representing One equity
share at an initial conversion price of Rs.163.646 per share with a fixed rate of exchange on conversion of Rs. 44.805 =
U.S.$1. The conversion price is subject to adjustment in certain circumstances. The Bonds may also be redeemed, in
whole but not in part, at the option of the Company at any time on or after May 14, 2007, subject to satisfaction of
certain conditions. Unless previously converted, redeemed or purchased and cancelled, the Bonds will be redeemed
on May 15, 2009 at 113.70% of their principal amount. The FCCBs are listed on Singapore Stock Exchange. The GDSs
arising out of conversion of FCCBs are listed on Luxembourg Stock Exchange. Out of these FCCB 2009, US$ 33.10
million were converted upto 31st March 2007 into equity shares and this represents 9,062,454 shares of Re.1 each as
on 31st March, 2007. The balance bonds of US$ 1.90 million net of exchange difference, outstanding as of March 31,
2007 are included under ‘Unsecured Loans’.
The outstanding balance of FCCB 2009 - US$ 1.90 million, on conversion would result in allotment of 520,207 equity
shares of Re 1 each.
The proceeds were utilised for funding new projects and expansion of existing units – Rs. 795.4 million (US$ 17.1
million), investment in subsidiary companies for acquisitions abroad - Rs.722.0 million (US$16.7 million) and issue
expenses – Rs.50.7 million (US$ 1.1 million).
b) FCCB – US$75 million (FCCB 2010)
The Company issued, Zero Coupon Foreign Currency Convertible Bonds due 2010 (FCCB 2010) for an aggregate value
of US$75 million, convertible any time between July 3, 2005 to May 14, 2010 by holders into fully paid equity shares of
Re.1 each of the Company or Global Depositary Shares (GDSs) each representing one equity share of Re. 1 each at an
initial conversion price of Rs.273.0648 per share with a fixed rate of exchange of Rs.43.35 = US$1. The conversion
price is subject to adjustment in certain circumstances. The Bonds may also be redeemed, in whole but not in part, at
the option of the Company at any time on or after May 23, 2008, subject to satisfaction of certain conditions. Unless
previously converted, redeemed or purchased and cancelled, the Bonds will be redeemed on May 24, 2010 at 138.383%
of their principal amount. The FCCBs are listed on Singapore Stock Exchange. The GDSs arising out of conversion of
FCCBs are listed on Luxembourg Stock Exchange. Assuming full conversion of these FCCB’s, 11,906,514 equity
shares of Re 1 each would be allotted.
The proceeds of FCCB 2010 have been used for funding new projects and expansion of existing units – Rs. 1384.1
million (US$ 32.2 million), investment in subsidiary companies for acquisitions abroad - Rs.1,827.9 million (US$41.0
million), issue expenses – Rs.78.0 million (US$ 1.8 million). There has been no conversion during the year in respect of
the above FCCBs.
c) FCCB – US$200 million (FCCB 2011)
During the year 2006-07, the Company issued Zero Coupon Foreign Currency Convertible Bonds due 2011 (FCCB
2011) for an aggregate value of US$200 million, convertible any time between June 30, 2006 to May 10, 2011 by
holders into fully paid equity shares of Re.1 each of the Company or Global Depositary Shares (GDSs) each representing
one equity share at an initial conversion price of Rs.413.4498 per share with a fixed rate of exchange of Rs.45.05 =
US$1. The conversion price is subject to adjustment in certain circumstances. The Bonds may also be redeemed, in
whole but not in part, at the option of the Company at any time on or after May 19, 2009, subject to satisfaction of
certain conditions. Unless previously converted, redeemed or purchased and cancelled, the Bonds will be redeemed
on May 20, 2011 at 142.429% of their principal amount. The FCCBs are listed on Singapore Stock Exchange. The
GDSs arising out of conversion of FCCBs are listed on Luxembourg Stock Exchange. Assuming full conversion of these
FCCB’s, 21,792,246 equity shares of Re 1 each would be allotted.
The proceeds of FCCB 2011 have been used for funding new projects –Rs.13.5 million (US$0.30 million) ,investment in
subsidiary companies - Rs.8,873.0 million (US$196.96 million) and issue expenses – Rs.123.4 million (US$ 2.74 million).
There has been no conversion during the year in respect of the above FCCBs.
10. Employee Stock Option Scheme
In terms of approval of shareholders accorded at the AGM held on 29th August, 2005 and in accordance with SEBI (ESOP
& ESPS) Guidelines, 1999, the Company instituted Jubilant Employees Stock Option Plan, 2005 (“Plan”) for specified categories
of employees and directors of the Company and its subsidiaries. Under the Plan, upto 717,500 Stock Options can be issued
to eligible Directors (other than promoter directors) and other specified categories of employees of the Company/ subsidiaries.
The options are to be granted at market price. As per SEBI Guidelines, the market price is taken as the closing price on the
day preceding the date of grant of options, on the stock exchange where the trading volume is the highest.

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Each option, upon vesting, shall entitle the holder to subscribe to five equity shares of Re.1 each. The vesting takes place on
a staggered basis over a period of 5 years from the date of grant.
The Company has constituted a Compensation Committee comprising of a majority of independent directors. This Committee
is empowered to administer the Scheme.
During the year, the following options were granted to eligible directors/ employees:

Date of grant Number of Exercise Price Market Price (Rupees)


options granted per Share (Rupees) (As per SEBI Guidelines)
15th January, 2007 45,700 258.25 258.25 *
* Based on closing price on 12th January 2007 at BSE where higher turnover was recorded.
The movement in the stock options during the year ended March 31, 2007 is set out below:
Number
Options outstanding at the beginning of the year 561,478
Granted during the year 45,700
Expired/forfeited during the year (51,084)
Exercised (600)
Options outstanding at the end of the year 555,494

11. (A) Assets aggregating Rs. Nil (Previous year - Rs 49.00 million) have been acquired on financial lease during the earlier
years. The obligation for future lease rentals in respect of such assets aggregate to Rs Nil. (Previous year Rs. 1.49
million) payable within a period of 1 year.
(B) The Company’s significant operating leasing arrangements are in respect of premises (residential, offices, godown
etc.). These leasing arrangements, which are cancelable, range between 11 months and 9 years generally and are
usually renewable by mutual agreeable terms. The aggregate lease rentals payable are charged as expenses.
12. Capitalisation of Interest, Pre-operative and Trial Run expenses
In line with the applicable Accounting Standards, interest on funds utilised and pre-operative expenses including trial run
expenses (net) for projects and/or substantial expansions have been capitalised up to the date of commercial production/
stabilisation of the project, amounting to Rs.190.22 million (Previous Year Rs. 211.33 million). All preoperative expenditure
including interest totaling to Rs. 55.97 million (Previous Year Rs 47.79 million) so capitalised and Trial Run Expenses (net of
trial run receipts) are accumulated as Capital work in progress and have been allocated to respective Fixed Assets.
13. (A) In the Year 2005-06,the Company, through its wholly owned Subsidiary, Clinsys Holdings, Inc. acquired 100% stake in
Clinsys Clinical Research, Inc. (formerly Clinsys, Inc.) in USA, a clinical research organisation, for a payment of US $
33.50 million. During the year the Company invested US$21.70 million as equity share capital in the said Clinsys
Holdings, Inc.
(B) During the year 2005-06, the Company, through its wholly owned Subsidiary Jubilant Pharma Pte. Limited in Singapore,
acquired 66.61 % equity stake in Cadista Holdings, Inc. (formerly Trigen Laboratories, Inc.) Along with its wholly owned
subsidiary Cadista Pharmaceuticals, Inc. (formerly Jubilant Pharmaceuticals, Inc.), a USA based generic pharmaceuticals
company having US FDA approved manufacturing facility for solid dosage forms in Salisbury, USA. During the year the
Company invested US$ 6.59 million increasing its stake to 75% in the said Company.
(C) During the year ended March 31, 2005, the Company acquired 80% equity interest in two Belgium based pharmaceutical
companies namely Pharmaceutical Services Incorporated N.V. and PSI Supply N.V. through its subsidiary namely Jubilant
Pharma N.V. for a consideration of Euro 13.5 million. As per the terms of Share Purchase Agreement, the Company has
a Call Option and the minority shareholder has a put option on the balance 20% equity interest in both the Companies.
The options are exercisable at the expiry of period of six years form May 28, 2004.
(D) During the year, the Company made, further investment of US$ 198.09 million in the Equity of its wholly owned subsidiary-
Jubilant Pharma Pte., Limited in Singapore.
14. Sundry Creditors include
i. The Small Scale/ancillary industrial undertaking to whom the amount is outstanding for more than 30 days are:
Basant Plastics India Hardware & Mills Stores
Pahwa Plastics Pvt. Ltd. Pious Printer
Century Thread Works Chhaya Packers & Printers Pvt.Ltd
D.R Scientific Works Daman Plastic & Packing
Jain Mill Stores (P) Ltd Shiva Udyog
Udyogi Plastics (P) Ltd

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Notes to the Accounts

ii. There are no amounts overdue to small scale and/or ancillary industrial suppliers on account of Principal and /or
interest as at the close of the year.
iii. The above disclosures are based on the information/documents available with the Company and have been relied upon
by the Auditors.
iv. Suppliers covered under the Micro, Small and Medium Enterprise Development Act 2006, have not furnished the
information regarding filing of necessary memorandum with appointed authority. In view of this, information required
under section 22 of the said Act is not given.
15. (A) Deferred Assets and Liabilities are attributable to the following items:
(Rs. in million)
As at 31st March, 2007 2006
Deferred Tax Assets
Provision for Leave Encashment and Gratuity 49.23 39.99
Amount disallowed u/s 43 B 5.26 1.68
Deduction allowed under section 35D 1.63 2.43
Payment under Voluntary Retirement scheme 5.09 1.85
Others 1.11 –
62.32 45.95
Deferred Tax Liabilities
Accelerated Depreciation 1,272.85 1,036.08
Difference in value of CWIP/Intangibles 149.62 66.22
1,422.47 1,102.30
Deferred Tax Liabilities (Net) 1,360.15 1,056.35

(B) A sum of Rs.42.20 million (previous year Rs.36.50 million) recognised as income against the claim raised by the Company
for breach of contract by the other party, is treated as non-taxable, based on the legal opinion and upon which auditor
has replied upon.
(C) The profit attributable to the operations under the (EOU) Export Oriented Units Scheme are deductible from income up
to 31st March 2009 and accordingly, income from EOU setup at Nanjangud, Mysore and at Bhartiagram, Jyotiba
Phoolay Nagar (Gajraula), Uttar Pradesh has been considered as tax deductable, and provision for current tax is made
accordingly.
16. The bottling unit of the Company situated at Nira holds a potable liquor license for Indian Made Foreign Liquor (IMFL) and
the same is bottling IMFL on the order of another Company and is charging bottling fee.
The Accounts recognise Revenue and Expenditure, only to the extent the Company enjoys beneficial interest.
In Compliance with the requirements of Schedule VI to the Companies Act, 1956, the following information is given hereunder
in respect of the transactions where the Company does not enjoy beneficial interest.
(Rs. in million)
For the year ended 31st March, 2007 2006

Sales 856.17 804.07


Excise Duty (679.22) (528.62)
Other Income 3.48 2.54
Increase/(Decrease) in Finished & Process Stocks 38.68 16.01
Raw & Process Materials Consumed (79.03) (25.32)
Stores, Spares, Chemicals, Catalyst & Packing Materials consumed (101.07) (90.12)
Insurance (Net of recoveries) - (0.51)
Other Expenses (0.45) (0.41)
Freight & Forwarding (including Ocean Freight) (7.05) (5.84)
Discounts & Claims to Customers and Other Selling Expenses - (89.30)
Purchase of Trading Material (2.56) (1.50)

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17. Disclosure required by Accounting Standard 29 (AS-29) “Provisions, Contingent Liabilities and Contingent Assets”
Movement in Provisions: (Rs. in million)
Class of Provisions
Sr.No. Particulars of disclosure Excise Duty Pro-rata premium Total
on redemption of FCCB.
1 Balance as at April 1, 2006 50.20 203.63 253.83
(43.50) (33.57) (77.07)
2 Additional provision during 2006-2007 52.93 777.26 830.19
(50.20) (191.65) (241.85)
3 Provision used during 2006-2007 50.20 - 50.20
(43.50) (-) (43.50)
4 Provision reversed during 2006-2007 - 5.74 5.74
(-) (21.59) (21.59)
5 Balance as at March 31, 2007 52.93 975.15 1,028.08
(50.20) (203.63) (253.83)

Provision for excise duty represents the excise duty on closing stock of finished goods.
18. The Company uses derivative financial instruments such as forward contracts and currency swaps to selectively hedge its
currency exposures, present and anticipated, denominated in USD, EURO and GBP. Usually, the forward contracts mature
within twelve months. The Company also enters into interest rate swaps to selectively hedge its interest rate exposures. The
Company actively manages its currency/interest rate exposures through a centralised treasury setup and uses derivatives to
mitigate the risk from such exposures.
The information on derivative instruments is as follows:

a) Derivative instruments outstanding:

Details Buy/Sell Amount (foreign currency in millions)


31.03.2007 31.03.2006
Foreign Exchange Contracts
-USD/INR Sold USD 33.04 -
-USD/INR Bought USD 19.22 USD 17.34
-EURO/USD Sold EURO 9.32 EURO 3.23
-GBP/USD Sold GBP 0.28 -
Currency Swaps
-Loans of JPY 2304.50 million swapped into USD USD 20.00 -
Interest Rate Swaps
-Loans Swapped from floating 6 month USD LIBOR to
fixed USD interest rate USD 20.00 USD 20.00

b) Foreign currency exposure not hedged by derivative instrument:

Details Amount (foreign currency in millions)


31.03.2007 31.03.2006

Amount receivable on account of sale of goods/services. USD 32.02 USD 28.32


EURO 0.67 EURO 0.12
GBP 0.04 GBP 0.03
Amount payable on account of purchase of goods/services, loans, USD 327.70 USD 104.46
FCCB, interest, etc. EURO 0.05 -
JPY 4.88 -
Amount outstanding as deposit with Banks USD 0.41 USD 19.72

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Notes to the Accounts

19. Segment Reporting


i) Based on the guiding principles given in Accounting Standard on “Segment Reporting” ((AS-17) Issued by the Institute
of Chartered Accountants of India) the Company’s Primary Business Segments are organised around customers on
industry and product lines as under:
a. Pharmaceuticals & Life Science Products: Active Pharmaceuticals Ingredients (APIs), Custom Research &
Manufacturing Services (CRAMS) and Food Polymers.
b. Industrial Products: Organic Intermediates, Agri and Animal Nutrition Products, Speciality Gases.
c. Performance Polymers: Industrial products for tyres, textiles and coatings; and Consumer Products for woodworking
solutions.
ii) Inter Segment Transfer Pricing
Inter segment transfer prices are based on market prices.
iii) The Financial information about the primary business segments is presented in the table given below:

(Rs. in million)

Particulars Pharmaceuticals Industrial Performance Total


& Life Science Products Products Polymers
2007 2006 2007 2006 2007 2006 2007 2006
1) Revenue 7,519.19 5,884.55 7,745.03 7,079.86 2,247.19 2,152.52 17,511.41 15,116.93
Less: Inter Segment Revenue 77.17 68.06 77.17 68.06
Less: Excise Duty on Sales 296.88 245.32 770.70 679.03 269.67 265.00 1,337.25 1,189.35
Net sales 7,222.31 5,639.23 6,897.16 6,332.77 1,977.52 1,887.52 16,096.99 13,859.52
2) Segment results 2,011.58 1,344.51 913.51 658.09 123.29 95.15 3,048.38 2,097.75
Less : Interest (Net) 150.63 146.63
Other un-allocable expenditure (98.01) 160.20
(net of un-allocable income)
Total Profit Before Tax 2,011.58 1,344.51 913.51 658.09 123.29 95.15 2,995.76 1,790.92
3) Capital Employed
(Segment Assets - Segment Liabilities)
Segment Assets 10,179.94 7,897.98 6,148.80 5,662.43 815.14 802.78 17,143.88 14,363.19
Add: Common Assets 14,510.23 4,552.97
Total Assets 10,179.94 7,897.98 6,148.80 5,662.43 815.14 802.78 31,654.11 18,916.16
Segment Liabilities 1,009.75 718.07 1,168.43 1,285.92 309.54 310.65 2,487.72 2,314.64
Add: Common Liabilities 2,237.15 1,060.73
Total Liabilities 1,009.75 718.07 1,168.43 1,285.92 309.54 310.65 4,724.87 3,375.37
Segment Capital Employed 9,170.19 7,179.91 4,980.37 4,376.51 505.60 492.13 14,656.16 12,048.55
Add: Common Capital Employed 12,273.08 3,492.24
Total Capital Employed 9,170.19 7,179.91 4,980.37 4,376.51 505.60 492.13 26,929.24 15,540.79
4) Segment Capital Expenditure 1,515.55 1,525.49 345.33 626.40 48.73 6.09 1,909.61 2,157.98
Add: Common Capital Expenditure 62.02 41.59
Total Capital Expenditure 1,515.55 1,525.49 345.33 626.40 48.73 6.09 1,971.63 2,199.57
5) Depreciation (Net) 287.47 238.84 200.68 176.45 17.15 17.55 505.30 432.84
Add: Common Depreciation 10.26 8.71
Total Depreciation 287.47 238.84 200.68 176.45 17.15 17.55 515.56 441.55

Notes : 1) The Company has disclosed Business Segment as the Primary Segment.
2) Segments have been identified and reported taking into account the nature of products and services, the differing
risk and returns, the organisation structure and the internal financial reporting systems.
3) The Segment Revenue, Results, Assets and Liabilities include the respective amounts identifiable to each of the
segments and amounts allocated on a reasonable basis.
4) Total Capital Employed excludes Secured Loans, Unsecured Loans, Deferred Tax.

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iv) Secondary Segment Reporting : Geographical (Rs. in million)

Particulars India Americas & Europe China Asia & Others Total
2007 2006 2007 2006 2007 2006 2007 2006 2007 2006
Revenues 11,188.30 10,359.47 3,770.80 2,715.06 1,425.80 1,281.10 1,126.51 761.30 17,511.41 15,116.93
Less: Inter
Segment Revenue 77.17 68.06 77.17 68.06
Less: Excise Duty
on Sales 1,337.25 1,189.35 1,337.25 1,189.35
Net sales 9,773.88 9,102.06 3,770.80 2,715.06 1,425.80 1,281.10 1,126.51 761.30 16,096.99 13,859.52

20. A. RELATED PARTY TRANSACTIONS

a. Related parties where control exists

- Subsidiaries

Jubilant Pharma N.V. Jubilant Organosys (Shanghai) Ltd.


Pharmaceutical Services Incorporated N.V. Jubilant Organosys (USA), Inc.
PSI Supply N.V. Jubilant Chemsys Ltd.
Jubilant Pharma Pte. Ltd. Clinsys Clinical Research Ltd.
Cadista Holdings, Inc. (Orginally Jubilant Clinsys Ltd & formerly Clinsys India Ltd.)
(Formerly Trigen Laboratories, Inc.) Jubilant Biosys Ltd.
Cadista Pharmaceuticals, Inc. Jubilant Infrastructure Ltd.
(Formerly Jubilant Pharmaceuticals, Inc.)
Clinsys Holdings, Inc.
Clinsys Clinical Research, Inc.
(Formerly Clinsys, Inc.)

b. Other related parties with whom transactions have taken place during the year

– Associates

Jubilant Enpro Pvt. Ltd., Jubilant Oil & Gas Pvt. Ltd., Enpro Oil Pvt. Ltd. Domino Pizza India Ltd., Network Program
India Ltd.

– Others

Vam Employees Provident Fund Trust

I. Key Management Personnel

Mr. Shyam S. Bhartia, Mr. Hari S. Bhartia, Mr. S.N. Singh, Mr. Shyam Bang, Dr. J.M. Khanna, Mr. R. Sankaraiah

II. Relatives of Key Management Personnel

Ms. Shobhana Bhartia, Ms. Asha Khanna, Ms. Shobha Bang

ANNUAL REPORT - 2006-2007 93

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Notes to the Accounts

c. Transactions with related parties during the period (Rs. in million)

Particulars Subsidiaries Associates Key Mgmt. Others


Personnel &
Relatives

Expenses recharged by Companies/to others for 38.54 19.60


facilities/services provided and Software Purchased (36.10) (15.18)
Assets sold during the year - -
(-) (3.51)
Sale of Finished Goods 1,888.79
(1,653.71)
Purchase of Innovators Samples & Products under 23.09
Development (-)
Expenses paid/made on our Behalf 40.02
(-)
Guarantees on behalf of Subsidiary -
(892.30)
Company’s Contribution to PF Trust. 93.59
(63.61)
Inter-Corporate Deposits Given 1,203.69
(106.50)
Inter-Corporate Deposits Received Back/adjusted 942.69
against Investment (57.50)
Interest on Inter-Corporate Deposits 13.71
(5.88)
Investments in Equity Share Capital 10,077.17
(1,246.46)
Investment in 6% optionally convertible Non-cumulative 245.50
Redeemable Preference Shares. (178.75)
Remuneration and Related Expenses 78.70
(68.67)
Fixed Deposits outstanding at the year end -
(0.76)
Interest accrued on Fixed Deposits During the Year -
(0.08)
Rent paid 3.93
(1.56)
Housing Loan Given 2.50
(-)
Inter-Corporate Deposits Outstanding (including 361.20
interest accrued thereon) (106.08)
Outstanding Receivables (other than ICD’s) 671.55
(536.85)
Outstanding Payables 24.39
(0.72)
ESOS granted during the year (No. of Shares) -
(142,625 Nos)

Note: (1) Managerial remuneration – Details as per Note 21 of Schedule “O”.


(2) Figures in ( ) indicates in respect of previous year.
(3) Related party relationship is as identified by the Company and relied upon by the Auditors.
(4) No amount has been written off/provided for in respect of dues from or to any related party.

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20 B. PROMOTOR GROUP
Group Companies
The Company is controlled by Mr. Shyam S Bhartia/Mr. Hari S Bhartia group (“the promoter group”), being a group as
defined in the Monopolies and Restrictive Trade Practices Act, 1969.
The persons constituting the promoter group include individuals and corporate bodies who/which jointly exercise, and
are in a position to exercise, control over the Company. The names of these individuals and bodies corporate are
Mr. Shyam S Bhartia, Mr. Hari S Bhartia, Mrs. Shobhana Bhartia, Mrs. Kavita Bhartia, Mr.Priyavrat Bhartia, Mr.Shamit
Bhartia, Ms. Aashti Bhartia, Master Arjun S Bhartia, Best Luck Vanijya Private Ltd., Enpro Exports Private Ltd., Jaytee
Private Ltd., Jubilant Enpro Private Ltd., Jubilant Securities Private Ltd., Jubilant Capital Private Ltd., Klinton Agencies
Private Ltd., Speedage Vinimay Private Ltd., Rance Investment Holdings Ltd., Cumin Investments Ltd., Torino Overseas
Ltd., Vam Holdings Ltd., Westcost Vyapaar Private Ltd., Nikita Resources Private Ltd., Jubilant Oil & Gas Pvt. Ltd.

21. Details of Remuneration to the Managing Directors, Executive Directors & other Directors under section 198 of the
Companies Act, 1956.

(Rs. in million)

2006-2007 2005-2006
i) Salaries 16.42 12.98
ii) Perquisite Value of Housing Facility 10.61 8.47
iii) Contribution to Provident Fund and Superannuation Fund 4.43 3.51
iv) Perquisite value of other Benefits 4.89 3.56
v) Commission to Managing Directors 33.00 ** 33.00**
vi) Commission to other Directors (Excluding Executive Directors) 1.00 1.00

70.35 62.52
The above excludes provision for gratuity where calculations are on overall Company basis.
Calculation of Profit in accordance with Section 198 of the Companies Act, 1956
for the purpose of calculation of Commission payable to Directors.
Profit before tax as per Profit & Loss Account 2,995.76 1,790.92
Add: Managerial Remuneration as above 70.35 62.52
Directors Sitting Fees 0.72 0.78
Depreciation (Net) as per Accounts 515.56 441.55
Net Profit 3,582.39 2,295.77
Less:Depreciation under Section 350 of the Companies Act, 1956 515.56 441.55
Pro-rata Premium on Redemption of FCCB 771.52 170.06
Exchange Gain on FCCBs/Loans 658.19 -
Profit(Loss) on Sale of Assets (Net) (15.72) 10.53
Net Profit in accordance with Section 198 (I) /349 of Companies Act, 1956 1,652.84 1,673.63
for calculation of Commission to Directors
Commission @ 1% to each Managing Director (Rounded amount) 33.00 33.50

As Determined by the Board & Restricted to:


**Managing Directors (Previous year Rs. 16.50 million to each) 33.00 33.00
Other Directors (Excluding Executive Directors) Rs. 0.20 million each
(Previous Year Rs. 0.20 million each). 1.00 1.00

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Notes to the Accounts

22. (A) Capacities, Stocks, Production and Turnover

Sr. Class of Goods Quantitative Capacity* Opening Stock Production Turnover Closing Stock
No.
Denomination Installed Quantity Rs. in million Qty @@ Quantity Rs. in million Quantity Rs. in million

1. Alcohol KBL 157,700 1,709 28.12 116,737 147 4.50 1,625 19.87
KBL (157,700) (2,544) (61.98) (102,679) (5,951) (165.60) (1,709) (28.12)
2 Organic Including Speciality M.T 508,423 10,152 326.90 493,929 225,271 12,724.60 25,484 440.38
Chemicals & Its Intermediates M.T (485,108) (10,685) (276.20) (424,583) (189,388) (10,211.50) (10,152) (326.90)
3 Polymers Including M.T 34,560 1,053 63.29 24,958 25,078 1,664.10 871 58.79
Co-polymers & VP Latex/ M.T (32,060) (647) (45.61) (26,493) (26,220) (1,666.16) (1,053) (63.29)
SBR latex
4 Single Superphosphate M.T 161,700 5,618 17.80 170,095 165,111 711.96 10,601 35.66
M.T (132,000) (3,762) (10.81) (172,822) (170,966) (718.73) (5,618) (17.80)
5 Sulphuric Acid M.T 57,750 490 0.25 62,289 23,090 62.43 1,643 0.43
M.T (57,750) (634) (1.06) (57,585) (57,729) (78.98) (490) (0.25)
6 Dry & Aqueous Choline M.T 22,000 323 15.18 8,269 4,978 240.34 173 13.71
Chloride & Ethyoxylates M.T (22,000) (139) (5.41) (8,968) (5,240) (245.24) (323) (15.18)
7 Feed Premixes M.T 3,500 177 3.18 1,794 1,775 88.90 168 1.83
M.T (3,500) (244) (8.31) (1,680) (1,735) (74.86) (177) (3.18)
8 Agri Chemicals K.L - 49 6.17 809 788 26.46 67 6.55
K.L - (52) (5.30) (609) (637) (38.82) (49) (6.17)
9 Active Pharma Ingredients (API) M.T 336 28 52.58 247 251 1,452.89 24 45.89
M.T (293) (17) (61.75) (214) (201) (1,299.32) (28) (52.58)
10 IMFL KBL 10,800 233 38.79 5,021 - - 446 77.26
KBL (10,800) (149) (23.86) (4,706) - - (233) (38.79)

* Under the Industrial Policy Statement dated 24th July,1991 and the notifications issued thereunder, no industrial licensing is required for the Company’s products.

@@ Includes products manufactured by contract manufacturers on conversion basis wherever applicable


Notes:
a) Acetaldehyde is also produced which is mainly for captive consumption.
b) Closing Stock has been arrived at after considering Captive Consumptions.
c) Installed capacities are as certified by the Management, being a technical matter and relied upon by the Auditors accordingly.
d) Formaldehyde is also produced which is mainly used captively as process chemicals.
e) V.P. Latex / SBR Latex installed Capacity is on Wet Basis.
f) Difference in quantitative tally represent materials damaged / obsolete / issue for sample etc.

96 JUBILANT ORGANOSYS LIMITED

Jublient 67-100.p65 96 8/7/2007, 10:51 PM


22. (B) Particulars in respect of Trading goods

Particulars 2006-2007 2005-2006


Quantity Rs. in million Quantity Rs. in million

i) Opening Stock
Agrochemicals (Ltr.) 113,225.00 11.23 61,444.00 4.95
Organic Manure(MT) 136.82 0.26 580.75 1.30
Other Organic Chemicals (MT) - - - -
Others - - - -
ii) Purchases
Agrochemicals (Ltrs.) 1,014,922.97 44.00 968,730.00 49.60
Organic Manure (MT) - - 2,475.00 4.68
Other Organic Chemicals (MT) 1,321.74 64.15 13,083.03 314.46
Others 1,069.52 262.10 1,312.76 42.03
iii) Sales
Agrochemicals (Ltrs.) 1,064,475.97 65.33 916,949.00 54.12
Organic Manure (MT) - - 2,918.93 9.39
Other Organic Chemicals (MT) 1,321.74 79.96 13,083.03 355.81
Others 1,061.78 283.86 1,312.76 49.36
iv) Closing Stock
Agrochemicals (Ltrs.) 63,672.00 11.70 113,225.00 11.23
Organic Manure (MT) 136.82 0.26 136.82 0.26
Other Organic Chemicals (MT) - - - -
Others 7.75 7.74 - -

22. (C) Raw Materials Consumed


2006-2007 2005-2006

Items Quantity Rs. in million Quantity Rs. in million

Molasses(MT) 513,177 1,569.09 418,348 1,395.62


Alcohol(KL) 106,993 2,098.43 118,181 2,170.99
Process Chemicals (MT) 86,150 2,664.49 66,477 2,019.52
Rock Phosphate (MT) 98,421 328.44 104,032 319.27
Sulphur etc(MT) 48,759 140.21 51,556 166.48
Chemicals for Feed Additive (Kgs) 2,643,442 145.38 2,915,540 146.85
Chemicals for Latex [MT] 2,345 249.99 2,080 201.10
Chemicals for API [MT] 7,019 618.54 5,375 480.69
Others [MT] (none of which individually
account for more than 10% of total consumption) - 101.83 - 112.82
7,916.40 7,013.34

ANNUAL REPORT - 2006-2007 97

Jublient 67-100.p65 97 8/8/2007, 11:44 PM


Notes to the Accounts

22. (D) Value of imported and indigenous raw materials, stores and spare parts consumed and percentage thereof for the
year

Particulars 2006-2007 2005-2006


Rs. in million % Rs. in million %

Consumption of Raw Materials


- Imported 1,676.07 21.17 2,616.95 37.31
- Indigenous 6,240.33 78.83 4,396.39 62.69
7,916.40 100.00 7,013.34 100.00
Stores, Spares, Chemicals, Catalyst &
Packing Materials consumed
- Imported 103.09 10.72 99.27 14.07
- Indigenous 858.44 89.28 606.43 85.93

961.53 100.00 705.70 100.00

2006-2007 2005-2006

22. (E) Earnings Per Share (EPS)


I. (A) Profit Computation for Basic Earnings Per Share of Re 1 each
Net Profit as per Profit and Loss Account available for
Equity Shareholders Rs. in million 2,314.94 1,387.90
Adjustments for the purpose of Diluted EPS :-
Interest on Foreign Currency Convertible Bonds Rs. in million 1.54 9.38
Less: Tax on above Rs. in million (0.35) (2.11)

(B) Profit for Diluted Earnings Per Share of Re 1 each Rs. in million 2,316.13 1,395.17

II. Weighted average number of equity shares for


Earnings per Share computation
A) For Basic Earnings per Share Nos 143,156,801 136,728,761
B) For Diluted Earnings per Share:
No. of shares for Basic EPS as per II A Nos 143,156,801 136,728,761
Add: Weighted Average outstanding Option/Shares
related to FCCB & Employee stock options. Nos 32,096,107 15,396,390
No. of shares for Diluted Earnings per Share Nos 175,252,908 152,125,151
III. Earnings per Share (Weighted Average)
Basic Rupees 16.17 10.15
Diluted Rupees 13.22 9.17

98 JUBILANT ORGANOSYS LIMITED

Jublient 67-100.p65 98 8/8/2007, 11:44 PM


(Rs. in million)
2006-2007 2005-2006

22. (F) Expenditure in foreign currency (on remittance basis)


- Technical Knowhow Fee/Services/Patent/Consultancy 49.13 23.08
- Travel /Entertainment Expenses 31.00 12.43
- Commission on Export Sales 45.50 9.87
- Interest on FCCB 2.31 15.77
- R&D Materials 30.90 -
- Others 35.03 37.51
22. (G) Value of Imports on C.I.F. basis
- Raw Materials 1,973.53 2,067.59
- Spare Process Chemicals & Catalyst 119.09 114.35
- Capital Goods 150.82 115.54
- Trading Goods 252.73 325.93
22. (H) Remittance in Foreign Currency on account of Final Dividend
a) Amount of Dividend Remitted 6.96 6.96
b) Number of Non-Resident Shareholders 3 3
c) Number of Equity Shares held by Non-Resident Shareholders* 5,570,445 1,114,089
d) The Year to which Dividend related 2005-2006 2004-2005
*excluding were Dividend has been paid in Indian currency
22. (I) Earnings in Foreign Exchange
- Export Sales (FOB Value) 6,145.65 4,614.48
- Interest Income on Bank Deposits (overseas) 189.52 39.46

23. Events occurring after the close of the fiscal year

Acquisition of Hollister-Stier Laboratories, LLC

Subsequent to the year ended March 31,2007, the Company has announced the acquisition of a 100% equity interest in
Hollister-Stier Laboratories, LLC for a cash consideration of USD 122.50 million. Jubilant will also reimburse capital expenditure
for capacity expansion of USD 16 million through March 2007 and certain cash capital expenditure for capacity expansion
until date of closing of the transaction. The acquisition is expected to be completed by June 2007.

Acquisition of First Trust Healthcare Private Limited

Jubilant’s Board has approved the Company’s entry into Healthcare business by approving an investment of upto Rs. 800
million in the equity of First Trust Healthcare Private Limited (First Trust) to acquire upto 96% stake. The acquisition is
expected to be completed by June 2007.

24. Previous Year’s figures have been regrouped/rearranged wherever found necessary to conform to this year’ s classification.
Signatures to Schedule “A” to “O” forming part of the Balance Sheet and Profit and Loss Account.

In terms of our report of even date attached. For and on behalf of the Board
For K.N. Gutgutia & Co.
Chartered Accountants

B R Goyal Shyam S Bhartia


Partner Chairman & Managing Director
Membership No. 12172
Noida Lalit Jain R Sankaraiah Hari S Bhartia
Date : 27th April, 2007 Company Secretary Executive Director- Finance Co-Chairman & Managing Director

ANNUAL REPORT - 2006-2007 99

Jublient 67-100.p65 99 8/7/2007, 10:53 PM


Balance Sheet Abstract and Company’s General Business Profile

I. Registration Details
Registration No. 2 0 4 6 2 4 State Code 2 0

Balance Sheet Date 3 1 0 3 2 0 0 7


Date Month Year
II. Capital Raised during the year (Amount in Rs. Thousand)*
Public Issue Rights Issue
N I L N I L
* consequent upon conversion of FCCB
Bonus Issue Private Placement
N I L N I L
*Issue of equity shares upon conversion of FCCB - Rs. 999 and exercise of options under ESOP - Rs. 3.
III. Position of Mobilisation and Deployment of Funds (Amount in Rs. Thousand)
Total Liabilities Total Assets
2 6 9 2 9 2 4 2 2 6 9 2 9 2 4 2
Sources of Funds
Paid-up Capital Reserves & Surplus
1 4 3 7 5 7 9 4 7 3 1 4 7
Secured Loans Unsecured Loans
3 6 1 4 0 5 1 1 2 3 3 8 1 3 4

Deferred Tax Assets & Liability (Net)


1 3 6 0 1 5 3

Application of Funds
Net Fixed Assets Investments
1 0 1 6 2 5 5 4 1 2 7 5 8 1 1 4
Net Current Assets Misc. Expenditure
3 9 6 7 7 2 5 4 0 8 4 9
IV. Performance of Company (Amount in Rs. Thousand)
Turnover** Total Expenditure
1 6 4 0 6 7 7 6 1 3 4 1 1 0 0 7
**Includes Other Income

+ – Profit/Loss Before Tax + – Profit/Loss After Tax


 2 9 9 5 7 6 9  2 3 1 4 9 4 3

Basic Earning Per Share of Re. 1 each (in Rs.) Dividend Rate %
1 6 . 1 7 1 2 5
V. Generic Names of Principal Products/Services of Company (as per monetary terms)
Item Code (ITC No.) Product Description
2 9 3 3 3 1 . 0 0 P Y R I D I N E
3 0 0 4 9 0 . 8 1 C A R B A M A Z E P I N E
2 9 1 5 3 1 . 0 0 E T H Y L A C E T A T E

In terms of our report of even date attached. For and on behalf of the Board
For K.N. Gutgutia & Co.
Chartered Accountants
B R Goyal Shyam S Bhartia
Partner Chairman & Managing Director
Membership No. 12172
Noida Lalit Jain R Sankaraiah Hari S Bhartia
Date : 27th April, 2007 Company Secretary Executive Director- Finance Co-Chairman & Managing Director

100 JUBILANT ORGANOSYS LIMITED

Jublient 67-100.p65 100 8/7/2007, 10:53 PM


Auditors’ Report

AUDITORS’ REPORT TO THE BOARD OF DIRECTORS OF JUBILANT ORGANOSYS LIMITED ON THE


CONSOLIDATED FINANCIAL STATEMENTS OF JUBILANT ORGANOSYS LIMITED AND ITS SUBSIDIARIES.

1 We have audited the attached Consolidated Balance Sheet of Jubilant Organosys Limited (‘the Company’) and its subsidiaries,
{the Company and its subsidiaries constitute ‘the group’} as at 31st March 2007, the Consolidated Profit and Loss Account
and the consolidated Cash Flow Statement for the year ended on that date and annexed thereto. These financial statements
are the responsibility of the Jubilant Organosys Limited’s management. Our responsibility is to express an opinion on these
financial statements based on our audit.
2 We conducted our audit in accordance with generally accepted auditing standards in India. These Standards require that we
plan and perform the audit to obtain reasonable assurance whether the financial statements are prepared, in all material
respects, in accordance with an identified financial reporting framework and are free of material misstatements. An audit
includes, examining on a test basis, evidence supporting the amount and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates made by the management, as well as
evaluating the overall financial statements. We believe that our audit provides a reasonable basis for our opinion.
3 We report that the Consolidated Financial Statements have been prepared by the Company in accordance with the requirements
of Accounting Standard (AS) 21, Consolidated Financial Statements, issued by the Institute of Chartered Accountants of
India and on the basis of the separate audited financial statements of Jubilant Organosys Limited, and its subsidiaries
included in the Consolidated Financial Statements.
4 On the basis of the information and explanation given to us and on consideration of the separate audit report on individual
audited financial statements of Jubilant Organosys Limited, and its aforesaid subsidiaries, in our opinion, the 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 consolidated state of affairs of ‘ the group’ as at March 31, 2007;
b) In the case of the consolidated Profit and Loss Account, of the consolidated results of operations of ‘the group’ for the
year ended on that date; and
c) In the case of the consolidated Cash Flow Statement, of the consolidated cash flows of ‘the group’ for the year ended on
that date.

For K.N. Gutgutia & Company


Chartered Accountants

B R Goyal
Place : Noida Partner
Date : 27th April, 2007 Membership No. 12172

ANNUAL REPORT - 2006-2007 101

Jublient Auditor Con-101-128.p65 101 8/7/2007, 10:54 PM


Consolidated Balance Sheet
(Rs. in million)

As at 31st March, Schedules 2007 2006

SOURCES OF FUNDS
Shareholders’ Funds
Share Capital A 143.76 142.46
Reserves & Surplus B 8,917.59 8,114.74
9,061.35 8,257.20
Minority Interest 174.12 150.89
Loan Funds C
Secured Loans 4,171.68 3,344.89
Unsecured Loans 12,354.45 3,875.44
16,526.13 7,220.33
Deferred Tax Liabilities (Net) D 1,360.15 1,042.04
27,121.75 16,670.46
APPLICATION OF FUNDS
Fixed Assets E
Gross Block 16,671.47 14,020.47
Less: Depreciation 4,392.48 3,778.96
Net Block 12,278.99 10,241.51
Capital Work-in-Progress 2,356.85 1,289.75
14,635.84 11,531.26
Investments F 38.84 2.23
Current Assets, Loans and Advances G
Inventories 3,532.43 3,116.89
Sundry Debtors 2,948.11 2,479.18
Cash & Bank Balances 8,749.11 1,389.57
Loans and Advances 2,424.69 1,963.46
17,654.34 8,949.10
Less: Current Liabilities & Provisions H
Liabilities 2,917.82 2,692.65
Provisions 2,330.30 1,151.68
5,248.12 3,844.33
Net Current Assets 12,406.22 5,104.77
Miscellaneous Expenditure I 40.85 32.20
(To the extent not written off or adjusted)
27,121.75 16,670.46

Notes to Accounts & Significant Accounting Policies O

Schedule “A” to “I” and “O” referred above form an integral part of the Consolidated Balance Sheet.

In terms of our report of even date attached. For and on behalf of the Board
For K.N. Gutgutia & Co.
Chartered Accountants
B R Goyal Shyam S Bhartia
Partner Chairman & Managing Director
Membership No. 12172

Noida Lalit Jain R Sankaraiah Hari S Bhartia


Date : 27th April, 2007 Company Secretary Executive Director - Finance Co-Chairman & Managing Director

102 JUBILANT ORGANOSYS LIMITED

Jublient Auditor Con-101-128.p65 102 8/7/2007, 10:54 PM


Consolidated Profit & Loss Account
(Rs. in million)

For the year ended 31st March, Schedules 2007 2006

INCOME
Sales & Services J 19,434.40 16,178.90
Less: Excise Duty on Sales (1,337.25) (1,189.35)
Net Sales & Services 18,097.15 14,989.55
Other Income K 576.36 196.94
Increase/(Decrease) in Stocks L 253.05 194.09
18,926.56 15,380.58
EXPENDITURE
Manufacturing & Other Expenses M 15,156.02 13,013.18
Depreciation & Amortisation (Net) 622.86 522.42
Less: Transferred from Revaluation Reserve
for Depreciation on Revalued Amounts - (9.07)
622.86 513.35
Interest N 194.64 172.66
15,973.52 13,699.19
Profit Before Tax 2,953.04 1,681.39
Current Tax provision including Wealth Tax 369.84 231.20
Deferred Tax Liability 318.61 138.89
Fringe Benefit Tax 24.04 22.35
712.49 392.44
Profit After Tax 2,240.55 1,288.95
Minority Interests 39.45 7.80
Profit After Tax And Minority Interests 2,280.00 1,296.75
Balance Brought Forward from Previous Year 2,390.69 1,702.69
Balance Available For Appropriation 4,670.69 2,999.44
APPROPRIATIONS
Dividend on Equity Shares 180.07 183.07
Tax on Distributed Profits on Equity Shares 30.57 25.68
210.64 208.75
Transfer to General Reserve 500.00 400.00
Balance Carried To Balance Sheet 3,960.05 2,390.69
Basic Earnings Per Share of Re 1 each (In Rupees) O 15.93 9.48
Diluted Earnings Per Share of Re 1 each (In Rupees) O 13.02 8.57

Notes to Accounts & Significant Accounting Policies O

Schedule “J” to “O” referred above form an integral part of the Consolidated Profit & Loss Account.

In terms of our report of even date attached. For and on behalf of the Board
For K.N. Gutgutia & Co.
Chartered Accountants
B R Goyal Shyam S Bhartia
Partner Chairman & Managing Director
Membership No. 12172

Noida Lalit Jain R Sankaraiah Hari S Bhartia


Date : 27th April, 2007 Company Secretary Executive Director - Finance Co-Chairman & Managing Director

ANNUAL REPORT - 2006-2007 103

Jublient Auditor Con-101-128.p65 103 8/7/2007, 10:54 PM


Consolidated Cash Flow Statement
(Rs. in million)
For the year ended 31st March, 2007 2006

A. Cash flow arising from Operating Activities :


Net profit before tax 2,953.04 1,681.39
Adjustment for : i) Depreciation & Amortisation 622.86 513.35
ii) Loss/(Profit) on Sale of Fixed Assets (Net) 31.68 (10.53)
iii) Interest (Net) 194.64 172.66
iv) Amortisation/Write off (VRS Expenses) 30.95 23.51
v) Provision for Doubtful Debts 8.24 -
vi) Provision for Gratuity & Leave Encashment 46.15 32.23
vii) Bad Debts/Irrecoverable Advances written off (Net of write in) (4.68) 5.48
viii) Unrealised Exchange Difference (426.12) 64.63
ix) Interest Income as shown in Schedule “K” (425.27) (47.02)
x) Income from Current Investment (Non Trade) -Dividend (2.97) (2.34)
75.48 751.97
Operating Profit before Working Capital Changes 3,028.52 2,433.36
Adjustment for: i) Trade and other Receivables 544.19 988.34
ii) Inventories 415.54 1,126.53
iii) Miscellaneous Expenditure 39.60 0.13
999.33 2,115.00
2,029.19 318.36
i) Current Liabilities & Provision 113.15 220.31
Cash inflow from Operations 2,142.34 538.67
Deduct : i) Interest Paid 220.68 172.87
ii) Direct taxes Paid (net of refunds) 355.66 271.00
576.34 443.87
Add : i) Interest Income Received (as shown in Schedule “K” ) 340.36 47.02
Net Cash Inflow/(Outflow) in course of Operating Activities 1,906.36 141.82
B. Cash Flow arising from Investing Activities :
Outflow i) Acquisition/Purchase of Fixed Assets/CWIP 3,674.23 2,735.94
ii) Purchase/(Sale) of Investments (net) 36.61 -
iii) Payment for Business Acquisitions - 1,912.22
3,710.84 4,648.16
Deduct :
Inflow i) Sale Proceeds of Fixed Assets 8.11 30.11
ii) Interest Received 24.91 8.28
iii) Dividend Received 2.97 2.34
35.99 40.73
Net Cash Inflow/(Outflow) in course of Investing Activities (3,674.85) (4,607.43)
C. Cash flow arising from Financing Activities
Inflow i) Proceeds from Issue of Share Capital 0.90 1,088.28
{Net of Share Issue Expenses-Rs. Nil
(Previous Year Rs.0.72 million) }
{Including Share Premium of Rs. 0.60 million
(Previous year Rs.1,084.05 million)}
ii) Proceeds from Long Term & Short term Borrowings 946.30 1,363.68
iii) Proceeds from issue of Foreign Currency Convertible Bonds 8,885.13 3,169.11
{net of expenses-Rs.124.87 million
(Previous year Rs.82.14 million) }
iv) Contribution by Minority 0.00 - 8.83
Deduct : 9,832.33 5,629.90
Outflow #

i) Dividend Paid (including Corporate Dividend Tax


& Education Cess) 202.82 189.43
Net Cash Inflow/(Outflow) in course of Financing Activities 9,629.51 5,440.47
D. Effect of Exchange differences on translation of foreign currency Cash and cash equivalents (501.29) (2.13)
Net Increase in Cash & Cash equivalents (A+B+C+D) 7,359.73 972.73
Add: Cash & Cash Equivalents at the beginning of Year 1,389.57 375.74
(Including Balance in Dividend Accounts)
Add: Cash & Cash Equivalents on consolidation of - 16.43
Jubilant Pte Ltd & Clinsys Holdings, Inc.
Cash & Cash Equivalents at the close of the Year 8,749.30 1,364.90
(Including Balance in Dividend Accounts)
Cash & Cash Equivalents Comprise:
Cash and Bank Balances 8,749.11 1,389.57
Unrealised Exchange Difference on Foreign Currency Cash and Cash Equivalents 0.19 8,749.30 (24.67) 1,364.90

Notes:
1) Cash flow statement has been prepared under the indirect method as set out in the Accounting Standard 3 (AS-3)-”Cash Flow Statements”, issued by the Institute of Chartered Accountants of India.
2) Purchase of fixed assets includes movement of Capital Work-in-Progress during the year.
3) Closing Cash & Cash Equivalents includes Rs.8,266.33 million (Previous Year Rs. 1,009.31 million) which can be utilised for specific purposes.
4) Previous Year’s figures have been regrouped/rearranged wherever found necessary to conform to this year’s classification.

In terms of our report of even date attached. For and on behalf of the Board

For K.N. Gutgutia & Co.


Chartered Accountants
B R Goyal Shyam S Bhartia
Partner Chairman & Managing Director
Membership No. 12172

Noida Lalit Jain R Sankaraiah Hari S Bhartia


Date : 27th April, 2007 Company Secretary Executive Director - Finance Co-Chairman & Managing Director

104 JUBILANT ORGANOSYS LIMITED

Jublient Auditor Con-101-128.p65 104 8/7/2007, 10:54 PM


Schedules forming part of the Consolidated Balance Sheet
(Rs. in million)
As at 31st March, 2007 2006

A. SHARE CAPITAL
Authorised
550,000,000 Equity Shares of Re. 1 each 550.00 300.00
(Previous Year 300,000,000 Equity Shares of Re.1 each)
Nil Redeemable Cumulative Preference Shares of Rs. 100 each. - 250.00
(Previous Year 2,500,000 Redeemable Cumulative Preference
Shares of Rs. 100 each.)
550.00 550.00
Issued & Subscribed
143,477,334 Equity Shares of Re. 1 each 143.48 142.48
(Previous Year 142,474,995 Equity Shares of Re.1 each) 143.48 142.48
Paid up
143,445,334 Equity Shares of Re. 1 each 143.44 142.44
(Previous Year 142,442,995 Equity Shares of Re.1 each)
Add: Equity Shares Forfeited (paid up) 0.02 0.02
143.46 142.46
Add: Share Application money received pending allotment 0.30 -
143.76 142.46

Notes:
1) During the year 2006-07, the Company has issued Zero Coupon Foreign Currency Convertible Bonds due 2011 (FCCB 2011)
for an aggregate value of US$200 million, convertible any time between June 30, 2006 to May 10, 2011 by holders into fully
paid equity shares of Re.1 each of the Company or Global Depositary Shares (GDS) each representing one equity share at an
initial conversion price of Rs.413.4498 per share with a fixed rate of exchange of Rs.45.05 = US$1. The conversion price is
subject to adjustment in certain circumstances. The Bonds may also be redeemed, in whole but not in part, at the option of
the Company at any time on or after May 19, 2009, subject to satisfaction of certain conditions. Unless previously converted,
redeemed or purchased and cancelled, the Bonds will be redeemed on May 20, 2011 at 142.429% of their principal amount.
The FCCBs are listed on Singapore Stock Exchange. The GDSs arising out of conversion of FCCBs are listed on Luxembourg
Stock Exchange. Assuming full conversion of these FCCBs, 21,792,246 equity shares of Re 1 each would be allotted.

2) The Company issued Zero Coupon Foreign Currency Convertible Bonds due 2010 (FCCB 2010) for an aggregate value of
US$75 million, convertible any time between July 3, 2005 to May 14, 2010 by holders into fully paid equity shares of Re.1
each of the Company or Global Depositary Shares (GDS) each representing one equity shares at an initial conversion price of
Rs.273.0648 per share with a fixed rate of exchange of Rs.43.35 = US$1. The conversion price is subject to adjustment in
certain circumstances. The Bonds may also be redeemed, in whole but not in part, at the option of the Company at any time
on or after May 23, 2008, subject to satisfaction of certain conditions. Unless previously converted, redeemed or purchased
and cancelled, the Bonds will be redeemed on May 24, 2010 at 138.383% of their principal amount. The FCCBs are listed on
Singapore Stock Exchange. The GDSs arising out of conversion of FCCBs are listed on Luxembourg Stock Exchange.
Assuming full conversion of these FCCBs, 11,906,514 equity shares of Re 1 each would be allotted.

3) The Company issued 1.5% Foreign Currency Convertible Bonds due 2009 (FCCB 2009) aggregating US$ 35 million, in the
year 2004-05. The Bonds are convertible at any time between June 14, 2004 and April 15, 2009 by holders into fully paid
equity shares of Re.1 each of the Company or Global Depositary Shares (“GDSs”) each representing one Equity Shares at an
initial conversion price of Rs.163.646 per share with a fixed rate of exchange on conversion of Rs. 44.805 = U.S.$1. The
conversion price is subject to adjustment in certain circumstances. The Bonds may also be redeemed, in whole but not in
part, at the option of the Company at any time on or after May 14, 2007 and prior to May 8, 2009, subject to satisfaction of
certain conditions. Unless previously converted, redeemed or purchased and cancelled, the Bonds will be redeemed on May
15, 2009 at 113.70% of their principal amount. The FCCBs are listed on Singapore Stock Exchange. The GDSs arising out of
conversion of FCCBs are listed on Luxembourg Stock Exchange. Out of these FCCB 2009, US$ 33.10 million were converted
upto 31st March 2007 into equity shares and this represents 9,062,454 shares of Re.1 each as on 31st March, 2007.

The outstanding balance of FCCB 2009 - US$ 1.90 million, on conversion would result in allotment of 520,207 equity shares
of Re 1 each.

ANNUAL REPORT - 2006-2007 105

Jublient Auditor Con-101-128.p65 105 8/8/2007, 11:39 PM


Schedules forming part of the Consolidated Balance Sheet

4) Under the Jubilant Employees Stock Option Plan ;

a) Options in force as of March 31, 2007- 555,494 options convertible into 2,777,470 shares of Re. 1 each (Previous year
561,478 options convertible into 2,807,390 shares)

b) 3000 vested options have been exercised upto 31st March, 2007.

5) Paid up capital includes :

a) 43,990,695 equity shares of Re. 1 each fully paid allotted and issued in 2003-04, as bonus shares by capitalisation of
Capital Redemption Reserve in accordance with the resolution passed by the shareholders dated February 28, 2004.

b) 1,644,020 equity shares of Re. 1 each allotted and issued pursuant to the Scheme of Amalgamation of erstwhile Ramganga
Fertilisers Ltd. with the Company for consideration other than cash in 1994-95.{761,780 equity shares of Re. 1 each
allotted to Vam Investments Ltd. and 159,420 equity shares of Re. 1 each allotted to Vam Leasing Ltd. were cancelled
during the year 2002-03 - refer note no 6 below}.

c) 5,064,000 equity shares of Re. 1 each allotted and issued pursuant to the Scheme of Amalgamation to shareholders of
erstwhile Anichem India Ltd. and of erstwhile Enpro Specialty Chemicals Ltd. with the Company for consideration other
than cash in 1999-00. {1,620,970 Equity shares of Re.1 each allotted to Vam Investment Ltd. and 1,714,000 equity
shares of Re. 1 each allotted to Vam Leasing Ltd. were cancelled during the year 2002-03 -refer note no. 6 below}.

d) 3,000 (Previous year Nil) equity shares of Re. 1 each allotted to employees and directors of Company on exercise of the
vested stock options in accordance with the terms of exercise under the "Jubilant Employees Stock Option Plan".

6) Pursuant to the Scheme of Amalgamation approved by the Hon’ble High Court of Judicature, Allahabad and Hon’ble High
Court of Delhi, Delhi, and as contained in the Opening Reference Balance Sheet annexed to the Scheme, the paid up share
capital of the Company reduced during the year 2002-03 by cancellation of 2,382,750 and 1,873,420 equity shares of Re. 1
each fully paid up held by erstwhile Vam Investments Ltd. and Vam Leasing Ltd. respectively as investments in the Company.

(Rs. in million)
As at 31st Additions/ Deductions As at 31st
March, 2006 Created March, 2007
during the year

B. RESERVES AND SURPLUS


Capital Reserve 22.82 22.82
Capital Redemption Reserve 9.86 9.86
Amalgamation Reserve 13.21 13.21
Securities Premium Account (1) 4,113.30 163.14 896.39 3,380.05
Debenture Redemption Reserve 99.90 99.90 -
Foreign Currency Translation Reserve 62.10 533.26 (471.16)
Legal Reserve 2.84 2.84
General Reserve 1,400.02 599.90 1,999.92
5,724.05 4,957.54
Add : Surplus as per Profit & Loss Account 2,390.69 2,280.00 710.64 3,960.05
Total 8,114.74 3,043.04 2,240.19 8,917.59
Previous Year 4,915.33 4,088.95 889.54 8,114.74

Notes :
(1) a) Additions denote premium on issue of shares on conversion of FCCB and exercise of ESOP options.
b) Deductions denote an amount of Rs.124.87 million towards Foreign Currency Convertible Bond Issue Expenses, Rs.771.52
million (net of write in of Rs. 5.74 million) being pro-rata provision of premium on redemption of FCCB.

106 JUBILANT ORGANOSYS LIMITED

Jublient Auditor Con-101-128.p65 106 8/7/2007, 10:54 PM


(Rs. in million)
As at 31st March 2007 2006

C. LOANS
Secured
A. Loans From Bank
-Term Loans 2,171.25 1,851.85
[Including Rs. 1,882.25 million (Previous year Rs.1,784.60 million) in foreign currency]
-Working Capital 1,721.20 808.75
[Including Rs. 342.53 (Previous year Rs. Nil ) in foreign currency]
-Vehicle Loans 1.23 3.13
B. Loans From Others
-Term Loans 278.00 681.16
[Including Rs. Nil (Previous year Rs. 83.88 million) in foreign currency]
4,171.68 3,344.89
Unsecured
1.5 % Foreign Currency Convertible Bonds - FCCB 2009* 82.59 247.61
Zero Coupon Foreign Currency Convertible Bonds - FCCB 2010* 3,260.25 3,346.13
Zero Coupon Foreign Currency Convertible Bonds - FCCB 2011* 8,694.00 -
Short Term Loans From Bank 305.36 205.67
[Including Rs. 5.36 million (Previous year Rs. 5.67 million ) in foreign currency]
Other Loans From Bank 10.96 15.23
[Including Rs. 10.96 million (Previous year Rs. 15.23 million) in foreign currency]
Fixed Deposits 0.26 59.24
Deferred Sales Tax Credits 1.03 1.56
12,354.45 3,875.44
*(Refer Note 8 of Schedule “O”)

Notes :

1. Term Loans (in Indian Currency) from Export Import Bank of India and Long Term Foreign Currency Loan of US$ 5 million
from Export Import Bank of India and External Commercial Borrowing of US$ 20 million from State Bank of India-New York
Branch and US$ 20 million (in eq. JPY 2,304.50 million) from BNP Paribas Singapore are secured by a first charge by way of:

a) Mortgage of the immovable assets and charge by way of hypothecation on the movable assets, both present and future
[save & except Book Debts and Bankers Goods as per Note 2 below and specified exclusions listed in notes i to iv
below] pertaining to the Company’s manufacturing facilities located at Bhartiagram, District Jyotiba Phoolay Nagar,
Uttar Pradesh and at Village Samlaya, Taluka Savli, District Vadodara, Gujarat.

i. Specified land and buildings situated at Bhartiagram, District Jyotiba Phoolay Nagar, Uttar Pradesh and constructed
out of the financial assistance granted by HDFC.
ii Land and Building located at Plot No 1A, Sector 16A, Noida, Uttar Pradesh.
iii Land & Building of Active Pharmaceuticals Ingredients Unit located at Nanjangud, Mysore, Karnataka.
iv Immovable assets of the Company situated at Nimbut Village, Nira, District Pune, Maharashtara.

b) Hypothecation of fixed assets [other than Land and Building as mentioned in 1 a (iii) above] both present and future
pertaining to the Company’s manufacturing unit situated at Nanjangud, Mysore, Karnataka;

c) Such charges to rank pari-passu amongst the said chargeholders;

d) Mortgage in respect of External Commercial Borrowing of US$ 20 million from BNP Paribas, Singapore is pending
creation with respect to properties of Company’s Fertiliser Division.

2. i) Working Capital Facilities sanctioned by Consortium of Banks and notified Financial Institutions comprising of ICICI
Bank Limited, Corporation Bank, Punjab National Bank, State Bank of India, Canara Bank, Export Import Bank of India,
ING Vysya Bank Ltd., ABN Amro Bank and Standard Chartered Bank are secured by a first charge by way of hypothecation,
ranking pari-passu inter-se Banks, of the entire book debts and receivables of the Company and moveable inventories

ANNUAL REPORT - 2006-2007 107

Jublient Auditor Con-101-128.p65 107 8/8/2007, 11:40 PM


Schedules forming part of the Consolidated Balance Sheet

both present and future at the manufacturing facilities at Bhartiagram, District Jyotiba Phoolay Nagar, Uttar Pradesh; at
Nimbut Village, Nira, District Pune, Maharashtra; at Village Samlaya, Taluka, Savli, District Vadodara, Gujarat and at
Nanjangud, Mysore, Karnataka (save and except book debts and inventories related to IMFL business at Nimbut Village,
Nira, District Pune, Maharashtra);

ii) The Company also has a Commercial Paper Programme aggregating Rs. 1,500 million and Short-term debt programme
of Rs. 500 million within the overall Working Capital Limits sanctioned to it by the Working Capital Consortium. As on
31.03.07, there was Rs. Nil loan outstanding against the same. The Company has availed Rs. 7,150 million against the
said facility during the year (Previous year Rs. 1,800 million).

3. Loans availed for financing purchase of vehicles are secured by a first charge by way of an exclusive hypothecation of the
vehicles purchased out of the loan proceeds in favour of the lender.

4. Unsecured Short Term loan from a Bank is for specific purpose of utilising the same for distribution of Fertilisers & Feed to the
Dealers and Distributors.

5. Secured Loan of Rs.11.50 million from Indian Bank, New Delhi is secured by way of charge on the whole of the moveable
properties of Jubilant Biosys Ltd. situated at Bangalore including its plant & machinery, machinery spares, computers, tools
and accessories and other movables, both present and future, whether installed or not and whether now lying loose or in
cases from time to time.

6. Secured Loan of Rs. 277.50 million from ING Vysya Bank to Jubilant Biosys Ltd. is secured by way of an Exclusive Charge on
Fixed Assets to be created out to the said term loan.

7. Secured Loan of US$ 3.30 million(Rs.143.45 million) from State Bank of India, New York Branch in consortium with Bank of
Baroda New York is secured by way of charge on the whole of the moveable properties of Cadista Pharmaceuticals, Inc.
situated at Salisbury, Maryland.

8. Working Capital Loan of US $ 2.88 million(Rs.125.18 million) from State Bank of India, New York Branch is secured by way
of charge over inventories & receivables, both present and future of Cadista Pharmaceuticals, Inc. situated at Salisbury,
Maryland.

9. Secured Loans includes loans of Rs.433.90 million (Previous year Rs.319.50 million) repayable within one year.

(Rs. in million)
As at 31st March, 2007 2006

D. DEFERRED TAX LIABILITY


Deferred Tax Liabilities 1,422.47 1,116.51
Deferred Tax Assets 62.32 74.47
Deferred Tax Liabilities (Net) 1,360.15 1,042.04
(Refer Note 12(A) of Schedule “O”)

108 JUBILANT ORGANOSYS LIMITED

Jublient Auditor Con-101-128.p65 108 8/7/2007, 10:54 PM


E. FIXED ASSETS (Rs. in million)

GROSS BLOCK - COST / BOOK VALUE DEPRECIATION / AMORTISATION NET BLOCK


Total Additions/ Additions/ Deductions/ Total Total Additions/ Provided Deductions/ Total As at As at
as at consequent adjustments adjustments as at as at consequent during adjustments as at 31st 31st

Jublient Auditor Con-101-128.p65


Description 31st March of during the during the 31st March 31st March of the year during the 31st March March March
2006 Consolidation year year 2007 2006 Consolidation year 2007 2007 2006
Land
(a) Freehold 217.84 71.28 289.12 289.12 217.84

109
ANNUAL REPORT - 2006-2007
(b) Leasehold 120.09 57.70 177.79 177.79 120.09
Buildings
(a) Factory 501.43 153.49 0.41 654.51 96.32 17.73 114.05 540.46 405.11
(b) Others (1) 454.85 22.92 1.59 476.18 76.52 6.99 83.51 392.67 378.33
Plant & Machinery(2) 9,093.92 1,966.26 54.23 11,005.96 3,268.65 466.54 8.61 3,726.59 7,279.37 5,825.27
Vehicles 42.75 4.11 0.78 46.08 10.50 4.28 0.71 14.07 32.01 32.25
Office Equipments 292.61 121.18 5.27 408.52 127.72 42.55 2.39 167.88 240.64 164.89
Furniture & Fixtures 261.82 175.18 22.51 414.49 58.21 27.64 3.43 82.42 332.07 203.61
Intangibles
a) Internally generated
- Patents/Product Development 315.55 181.50 25.26 (3) 471.79 106.29 54.42 160.71 311.08 209.26
b) Acquired Patents 24.34 23.78 0.56 0.02 0.12 0.14 0.42 24.32
c) Other
- Rights 46.76 0.49 47.25 34.73 8.38 43.11 4.14 12.03
Goodwill on Consolidation 2,648.51 30.71 2,679.22 2,679.22 2,648.51
TOTAL 14,020.47 30.71 2,754.11 (4) 133.83 16,671.47 3,778.96 628.65 15.14 4,392.48 12,278.99 10,241.51
Previous Year 9,443.15 2,151.19 2,470.32 44.20 14,020.47 3,151.13 108.45 523.77 4.40 3,778.96
Capital Work in Progress, Capital Advances & Project Expenses Pending Capitalisation 2,356.85 1,289.75
14,635.84 11,531.26

Notes :
(1) Building includes Rs.500 being cost of share in Co-operative Housing Society.
(2) Capital Work in Progress includes Rs. 394.87 million (Previous year Rs.195.21 million) being R&D expenses incurred on Product Development (intangibles) pursuant to AS-26, in respect of

8/9/2007, 12:15 AM
Holding Company.
(3) Deduction denotes on account of Consolidation effect of Inter-Company transactions.
(4) Includes Rs.148.29 million in respect of R&D Assets, in respect of Holding Company.
(5) Capital Research & Development Expenditure aggregating to Rs. 395.46 million incurred during the year are included in Additions to Fixed Assets/Capital Work in Progress in respect of Holding
Company.

109
Schedules forming part of the Consolidated Balance Sheet
(Rs. in million)

As at 31st March, 2007 2006

F. INVESTMENTS: (At Cost)


Number Face value All Unquoted unless otherwise specified
per unit Non Trade Investments

37 EURO 1000 37 `Bonds of KBC Equiplus Digi-Opport 2 Kap (Quoted) - 2.10


(37)
KBC Share Option Plan-11 Options (Quoted) - 0.13

Secured Convertible Note & Warrants* 8.69 -

Current Investments

Investment in Mutual Fund :

1,822,209 Rs.10 LICMF Liquid Fund-Dividend Plan 20.01 -


(-)
1,013,906 Rs.10 Principal Cash Management Fund-Dividend Reinvestment Plan 10.14 -
(-)
38.84 2.23
Aggregate market value of Quoted Investments - 2.47

Note:
(1) Figures in ( ) indicates in respect of previous year.
(2) During the year, the following current investments (Non-Trade) were purchased and sold:
i) 9,401,677 Units of HDFC Cash Management Fund-Saving Plan-at cost of Rs. 100.00 million.
ii) 479,952 Units of G70 Standard Chartered Liquidity Managers -Plus- Daily Dividend Fund- at cost of Rs. 480.00
million.
iii) 9,999,300 Units of -Principal Mutual Fund - Liquid Option Dividend Reinvestment Daily - at cost of Rs. 100.00 million.

*Investment in Muroplex Therapeutics, Inc.

110 JUBILANT ORGANOSYS LIMITED

Jublient Auditor Con-101-128.p65 110 8/8/2007, 11:40 PM


(Rs. in million)

As at 31st March, 2007 2006

G. CURRENT ASSETS, LOANS AND ADVANCES


Current Assets
Inventories: (Including in Transit & with Third Parties)
(at lower of cost or net realisable value)
- Raw Materials 1,695.77 1,466.45
- Stores, Spares, Process Chemicals, Catalyst, Fuels & Packing Material 380.04 485.55
- Process Stocks 444.51 349.57
- Finished Goods (including Trading Goods) 1,012.11 815.32
3,532.43 3,116.89
Sundry Debtors
Unsecured
- Over Six Months - Good 213.06 286.38
{Includes Subsidy receivable from State Government Rs. 12.11 million
(Previous Year Rs. 24.11 million)}
- Doubtful 10.37 2.13
- Other Debts - Good 2,735.05 2,192.80
{Includes Subsidy receivable from State Government Rs. 33.88 million 2,958.48 2,481.31
(Previous Year Rs. 26.25 million)}
Less: Provision for Doubtful Debts 10.37 2.13
2,948.11 2,479.18
Cash & Bank Balances
- Cash in hand and as Imprest 6.54 6.30
- Cheques/Drafts in hand 39.91 26.06
- With Scheduled Banks
- On Current Accounts 107.39 86.98
- On Dividend Account 7.33 6.26
- On Deposit Accounts (1) 46.08 118.20
- With Non Scheduled Banks (2) 8,541.86 1,145.77
8,749.11 1,389.57
Loans and Advances
(Unsecured, Considered good)
- Advances recoverable in cash or in kind or for value to be received (3) 859.02 784.24
- Unbilled Revenues 25.35 41.99
- Deposits 126.61 130.99
- Deposits with Excise / Sales Tax Authorities (4) 517.61 430.00
- Advance Payment of Income Tax/Wealth Tax (including TDS) 896.10 576.24
2,424.69 1,963.46
17,654.34 8,949.10

(1) Includes: Margin Money - Rs. 1.51 million (Previous Year Rs. 1.12 million).
(2 Balance with Bank of China, Rs. 75.74 million (Previous year Rs. 37.73 million), Bank of Shanghai, Rs. 0.96 million (Previous
year Rs. 0.05 million), Chase Operating A/c USA Rs.17.40 million (Previous year Rs. 0.35 million), JP Money Market A/c USA
Rs. 0.45 million (Previous year Rs.0.20 million), ICICI Bank UK Ltd Rs.0.77 million (Previous Year Rs. 8.29 million), ING
Brussels Rs. 30.21 million (Previous Year Rs. 28.59 million), SBI New York Rs. 12.13 million (Previous year Rs. 913.82 million),
PNC Bank New York Rs. 49.39 million (Previous year Rs. 39.46 million), BBT&T Salisbury, Rs.66.13 million (Previous year
Rs. 101.00 million) & ICICI Bank Singapore Rs. Nil (Previous year Rs. 16.28 million), SBI Nassau Bhamas Rs. 8,274 million
(Previous year Rs. Nil), KBC Bank Gent Rs. 14.67 million (Previous year Rs. Nil).
(3) Includes Rs. 135.61 million (Previous Year Rs. 186.96 million) Export Benefits Receivables.
(4) Deposit against disputed demands - Rs.105.62 million (Previous Year Rs. 86.88 million).

ANNUAL REPORT - 2006-2007 111

Jublient Auditor Con-101-128.p65 111 8/7/2007, 10:54 PM


Schedules forming part of the Consolidated Balance Sheet
(Rs. in million)

As at 31st March, 2007 2006

H. CURRENT LIABILITIES AND PROVISIONS


A) Current Liabilities
Sundry Creditors and Expenses Payable (1) 2,545.93 2,268.85
Trade Deposits & Advances (2) 229.81 203.00
Interest accrued but not due 31.76 32.46
Other Liabilities (3) 96.97 173.38
Investors Education and Protection Fund shall be credited
with the following amount namely:
- Unclaimed/unpaid Dividends 7.33 6.26
- Unclaimed Fixed Deposits 5.47 7.72
- Interest on Unclaimed Matured Fixed Deposits 0.55 0.98
2,917.82 2,692.65
B) Provisions
For Dividends on Equity Shares 209.78 203.03
For Income Tax & Wealth Tax 949.49 590.92
For Retirement/Post retirement Employee Benefits 178.11 131.96
For Others(4) 992.92 225.77
2,330.30 1,151.68
Total (A+B) 5,248.12 3,844.33

(1) Includes Rs.148.39 million (Previous Year Rs.463.71 million) being Acceptances.
(2) Includes Rs.99.33 million (Previous Year Rs.87.94 million) towards unearned income.
(3) Includes Rs.Nil (Previous Year Rs.66.31 million) towards purchase consideration payable to IPG from whom Clinsys, Inc.,
USA was acquired.
(4) Includes pro-rata provision of premium on redemption of FCCB -Rs.975.15 million (Previous Year Rs.203.63 million).

(Rs. in million)

As at 31st March, 2007 2006

I. MISCELLANEOUS EXPENDITURE
(to the extent not written off or adjusted)
Payments under Voluntary Retirement Scheme 40.85 32.20
40.85 32.20

112 JUBILANT ORGANOSYS LIMITED

Jublient Auditor Con-101-128.p65 112 8/7/2007, 10:54 PM


Schedules forming part of the Consolidated Profit and Loss Account
(Rs. in million)

For the year ended 31st March, 2007 2006

J. SALES & SERVICES


Sales 18,109.54 15,270.96
Licensing & Regulatory Fees 61.17 125.28
Drug Discovery Development Services 1,234.74 701.66
Manufacturing Services (Refer Note 13 of Schedule “O” ) 28.95 81.00 (1)
19,434.40 16,178.90

(1) Includes Rs.Nil (Previous Year Rs.52.18 million)


being value of captively produced ENA used for the said services

K. OTHER INCOME
Income from Current Investments (Non-Trade) - Dividend 2.97 2.34
Insurance / Other Claims (Net) 36.51 39.33
Profit on Sale of Fixed Assets (Net) - 10.53 (2)
Miscellaneous Receipts (1) 536.88 144.74
(Includes Sale of unserviceable spares, used drums, residual catalyst, etc.) 576.36 196.94

(1) Includes: a) Income from Utilities & Services provided Rs.14.82 million (Previous Year Rs.13.96 million) (Tax Deducted at
source Rs. 2.60 million - Previous Year Rs.0.85 million)
b) Interest Income of Rs. 425.27 million (Previous Year Rs.47.02 million) on un-utilised proceeds of FCCB’s and
on other accounts.
c) Bad Debts recovered/recoverable Rs. 0.25 million (Previous Year Rs. 6.18 million)
(2) In respect of disposal of land - Rs. Nil (Previous Year Rs. 10.99 million).

(Rs. in million)

For the year ended 31st March, 2007 2006

L. INCREASE/(DECREASE) IN STOCKS
Stock at close - Process 444.51 349.57
Stock at close - Finished 1,012.11 815.32
1,456.62 1,164.89
Stock Adjustment; Pursuant to consolidation of Cadista Pharmaceuticals, Inc., USA - 5.40
(Subsidiary of Jubilant Pharma Pte. Ltd., Singapore)
Stock at commencement - Process 349.57 272.19
Stock at commencement - Finished 815.32 677.20
1,164.89 954.79
Increase/(Decrease) in Stocks 291.73 210.10
Less: Increase/Decrease of Finished & Process Stock of IMFL Business (38.68) (16.01)
(Refer Note 13 of Schedule “O”)
253.05 194.09

ANNUAL REPORT - 2006-2007 113

Jublient Auditor Con-101-128.p65 113 8/8/2007, 11:36 PM


Schedules forming part of the Consolidated Profit and Loss Account
(Rs. in million)
For the year ended 31st March, 2007 2006

M. MANUFACTURING AND OTHER EXPENSES

Purchases - Traded Goods 395.90 470.90


Raw & Process Materials Consumed 8,160.44 7,141.62
Power and Fuel 1,304.76 1,162.39
Excise Duty -Net (3) 8.41 10.38
Stores, Spares, Chemicals, Catalyst & Packing Materials consumed 1,133.01 760.16
Processing Charges 169.11 157.04
Repairs - Plant & Machinery 320.45 236.05
- Buildings 35.34 31.17
Salaries, Wages, Bonus, Gratuity & Allowances 1,855.52 1,225.36
Contribution to Provident & Superannuation Fund 116.76 59.62
Staff Welfare Expenses 176.71 74.49
Rent (Net of recoveries) 81.17 60.87
Rates & Taxes 46.88 37.13
Insurance [Net of recoveries -Rs. 9.68 million (PY -Rs. 8.87 million)] 83.64 67.28
Advertisement, Publicity & Sales Promotion 84.71 56.86
Traveling & Other Incidental Expenses 209.88 136.15
Office Maintenance (including water, electricity & repairs to office equipments) 112.93 86.34
Vehicle Maintenance (Including vehicle taxes, insurance & driver cost) 32.63 26.33
Printing & Stationery 33.83 24.86
Communication Expenses 75.93 56.03
Staff Recruitment & Training 54.17 52.13
Donation 10.37 0.17
Auditors Remuneration (4) - As Auditors 2.66 1.65
- for Taxation Matters 0.36 0.29
- for Certification/Advices/Other Matters 1.15 1.52
- Out of Pocket Expenses 0.10 0.11
Legal, Professional & Consultancy Charges 245.46 129.48
Freight & Forwarding (including Ocean freight) 471.57 396.13
Amortisation/write off -(VRS Expenses) 30.95 23.51
Directors’ Sitting Fees 0.72 0.78
Directors’ Commission 34.00 34.00
Miscellaneous Expenses 35.77 22.16
Financial Charges (incl. Bank Charges, Fixed Deposit expenses & Foreign Exchange (573.16) 126.39
fluctuations net gain of Rs. 626.67 million (PY net loss of Rs. 82.13 million) (5)
Discounts & Claims to Customer (Net) and Other Selling Expenses 238.52 239.76
Commission on Sales 116.82 87.27
Lease Rentals & Hire Purchase charges 4.24 10.03
Loss on sale/disposal/discard of Fixed Assets/R&D projects abandoned 31.68 -
Loss on sale of Raw Materials 9.07 1.29
Bad Debts/irrecoverable Advances written off /provided for (Net of write in) 3.56 5.48
15,156.02 13,013.18

(1) The above expenses are Netted off, after taking into account credit of Rs. 1.03 million (Previous year Rs.1.22 million).
(2) The above total expenditure includes:
a) Expenditure incurred on R&D of Rs. 130.50 million (Previous Year Rs. 101.78 million) under various heads of accounts.
b) Prior period adjustments determined during the years are adjusted to respective heads of account of Rs. 2.47 million
(Previous year of Rs.3.40 million)
(3) Excise duty expense denotes provision on closing stock and other claims of the Deptt.
(4) Excluding Rs. 1.12 million (Previous year Rs. 0.79 million) , being payment for Certification/Audit of FCCB Documents.
(5) Total foreign exchange gain of Rs. 686.59 million (Previous year Rs.15.66 million) is adjusted against total foreign exchange
losses of Rs. 59.92 million (Previous year Rs. 97.79 million) as disclosed above.

114 JUBILANT ORGANOSYS LIMITED

Jublient Auditor Con-101-128.p65 114 8/7/2007, 11:45 PM


Research & Development Expenses Comprises as mentioned here under: (Rs. in million)

For the year ended 31st March, 2007 2006

M-1. RESEARCH & DEVELOPMENT EXPENSES**


Material Consumption 95.01 54.33
Employee Cost 155.14 115.94
Utilities- Power 16.75 13.52
Others 130.18 77.71
397.08 261.50
Less: Transferred to Intangibles/Capital Work in Progress (266.58) (159.72)
Balance, charged to Revenue 130.50 101.78

** In respect of Jubilant Organosys Ltd., the Holding Company.

N. INTEREST
On Term Loans 133.95 99.26
On Deposits 3.31 7.52
On FCCB 1.54 9.38
On Overdrafts & other Borrowings (1) 80.75 64.78
219.55 180.94
Less: Interest Income [Tax deducted at source Rs. 4.53 million (24.91) (8.28)
(Previous Year Rs. 0.34 million)] 194.64 (2) 172.66 (2)

(1) Includes Rs. 12.10 million (Previous Year Rs. 19.47 million) as Discounting Charges on Commercial Papers.
(2) Net of Interest Capitalisation.

ANNUAL REPORT - 2006-2007 115

Jublient Auditor Con-101-128.p65 115 8/8/2007, 11:37 PM


Notes to the Consolidated Accounts

O. NOTES TO THE CONSOLIDATED ACCOUNTS AND SIGNIFICANT ACCOUNTING POLICIES


Notes to the Consolidated Balance Sheet as at 31st March, 2007 and Consolidated Profit and Loss Account for the
year ended on that date.
1. STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES:
A. Basis of Accounting/Preparation
The consolidated financial statements (CFS) relate to Jubilant Organosys Ltd. (hereinafter referred to as the “Company “)
and its Subsidiaries (hereinafter referred as the “Group”).
The accounts of the Group are prepared and presented under the historical cost convention on the accrual basis of accounting in
accordance with the accounting principles generally accepted in India (“GAAP”) and comply with the mandatory Accounting
Standards (“AS”) issued by the Institute of Chartered Accountants of India to the extent applicable and with the relevant provisions
of the Companies Act, 1956. The financial statements are presented in Indian rupees rounded off to the nearest million.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of
financial statements and the results of operations during the reporting periods. Management believes that the estimates
used in the preparation of the Consolidated financial statements are prudent and reasonable. Actual results could differ from
these estimates. Appropriate changes in estimates are made as management become aware of changes in circumstances
surrounding the estimates.
B. Principles of Consolidation
The consolidated financial statements have been prepared on the following basis:
i. The financial statements of the Company and its Subsidiary Companies have been combined substantially on a line-by-
line basis by adding together the book values of like items of assets, liabilities, income and expenses, after fully eliminating
intra-group balances and intra-group transactions.
ii. The Consolidated Financial Statements have been prepared in accordance with the Accounting Standard 21 (AS-21),
“Consolidated Financial Statements” issued by the Institute of Chartered Accountants of India (ICAI) and using uniform
accounting policies for like transactions and other events in similar circumstances and are presented to the extent
possible, in the same manner as the Company’s separate financial statements.
The Subsidiary Companies considered in the Consolidated Financial Statements are:

Name of the Company Place of Nature of % voting power as on


incorporation Business 31st March 2007
Jubilant Pharma N.V. Belgium Investment 100%
(Consolidated including its Step-down
Subsidiaries with 80 % holding)

-Pharmaceutical Services Incorporated N.V Belgium Licensing & Regulatory Services

-PSI Supply N.V Belgium Supply of Dosage Forms

Jubilant Pharma Pte. Ltd. Singapore Investment 100%


(Consolidated including its Step-down (Subsidiary with effect from 1st July, 2005)
Subsidiary with 75.00% holding)

-Cadista Holdings, Inc. USA Investment

(Formerly Trigen Laboratories, Inc.)


(Including its wholly owned
Step-down Subsidiary)

-Cadista Pharmaceuticals, Inc. USA Generic-Pharmaceuticals


(Formerly Jubilant Pharmaceuticals, Inc. USA) & Dosage Forms

Clinsys Holdings, Inc. USA Investment 100%


(Consolidated including its wholly (Subsidiary with effect from 4th October, 2005)
owned Step-down Subsidiary)

-Clinsys Clinical Research, Inc. USA Clinical Research


(Formerly Clinsys Inc.)

Jubilant Organosys (Shanghai) Ltd. China Trading 100%

Jubilant Organosys (USA), Inc. USA Trading 100%

Jubilant Biosys Ltd. India Drug Discovery & Development Services 66.98%

Jubilant Chemsys Ltd. India Medicinal Chemistry Services 100%

Clinsys Clinical Research Ltd. India Clinical Research 100%


(Originally Jubilant Clinsys Ltd & formerly Clinsys India Ltd)

Jubilant Infrastructure Ltd. India Setting up Special Economic Zone(s) 100%

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iii. For the purpose of Consolidation of accounts of foreign subsidiaries, average rate of currencies have been taken for
revenue items and the year-end rates have been applied for Balance Sheet items, (except for fixed assets) which is
taken on basis of original rates of transaction.
iv. The net exchange difference for the translation of items in the financial statement of foreign subsidiaries is taken to
Exchange Fluctuation Reserve, except to that extent adjusted to carrying amount of fixed assets, if any.
v. The excess of cost to the Company of its investments in the subsidiary Company over its share of the equity of the
subsidiary company, at the dates on which the investments in the subsidiary Company was made, is recognised as
‘goodwill’ being an asset in the consolidated financial statement.
vi. Minority Interest in the net assets of consolidated subsidiaries consist of the amount of equity attributable to the
minority shareholders at the dates on which investments are made by the Company in the subsidiary companies and
further movements in their share in the equity, subsequent to the dates of investments as stated above.
vii. Goodwill in the Balance Sheet represents goodwill arising on consolidation of Jubilant Biosys Ltd, India, Jubilant Pharma
N.V, Belgium, Clinsys Holdings, Inc, USA and Jubilant Pharma Pte Ltd, Singapore, Such Goodwill have been tested for
impairment using the cash flow projections of the said entities, based on the most recent financial budgets / forecasts
approved by the management and accordingly, no amortisation was made during the Year.
C. a. Fixed Assets and Depreciation
i. Fixed Assets are stated at original cost net of tax/duty credits availed, if any, less accumulated depreciation/
amortisation. The cost of fixed assets includes freight and other incidental expenses related to the acquisition and
installation of the respective assets. Borrowing costs directly attributable to fixed assets, which necessarily take a
substantial period of time to get ready for their intended use, are capitalised. In case of fixed assets acquired at the
time of amalgamation of certain entities with Company, the same are at book value/fair value ascertained by the
valuers.
Insurance spares / standby equipments are capitalised as part of the mother assets and are depreciated at the
applicable rates, over the remaining useful life of the mother assets.
Interest on loans and other financial charges and pre-operative expenses including Trial Run Expenses (Net) for
projects and/or substantial expansion up to the date of commencement of commercial production/ stabilisation of
the project are capitalised.
(ii) Depreciation is provided on Straight Line Method, except in case of Plant & Machinery at Nira & Savli plants which
is on Written Down Value Method, at rates mentioned and in the manner specified in Schedule XIV to the Companies
Act, 1956 (as amended), on the original cost/ acquisition cost of assets and read with the statement as mentioned
herein under. Certain plants were classified as continuous process plants from the financial year ended 31.03.2000
and such classification has been done on technical assessment, (relied upon by the auditor being a technical
matter) and depreciation on such assets has been provided accordingly.
(iii) Depreciation, in respect of assets added/installed up to 15th December, 1993, is provided at the rates applicable at
the time of additions/installations of the assets as per Schedule XIV to the Companies Act, 1956 and depreciation,
in respect of assets added/installed during the subsequent period, is provided at the rates, mentioned in Schedule
XIV to the Companies Act, 1956 read with Notification dated 16th December, 1993 issued by Department of Company
Affairs, Government of India;
Depreciation on assets added/disposed off during the year has been provided on pro-rata basis with reference to
the month of addition/disposal.
Certain employee perquisite - related assets are depreciated over five years, being the period of the perquisite
scheme.
iv. Depreciation in respect to assets of overseas subsidiaries is provided over the estimated useful life by using the
Straight Line method (SLM). However, the said rate of depreciation in respect of overseas subsidiaries is higher
than the rates prescribed vide Schedule XIV to the Companies Act, 1956.
b. Intangible, product development and amortisation
Intangible assets are recorded at the consideration paid for acquisition. Intangible assets are amortised over their estimated
useful lives on straight-line basis, commencing from the date the asset is available to the Company for its use.
Cost incurred for acquiring rights for product under development are recognised as intangible assets and amortised on
a straight-line basis over a period of 5 years from the date of regulatory approval. Subsequent expenditures on development
of such products is also added to the cost of intangibles.
c. Leased Assets: Amortisation/charging off
i. Leasehold Land value is not amortised in view of the long tenure of the un-expired lease period/option of conversion
to freehold at the expiry of lease tenure.
(ii) Other lease assets: Assets, if any, acquired under finance lease from 1st April 2001 are capitalised at the lower of
their fair value and the present value of the minimum lease payment in line with the Accounting Standard 19 (AS-
19)- “Leases”, issued by the Institute Of Chartered Accountants of India (ICAI). In respect of other leases, lease
rentals are charged to Profit and Loss Account.

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Notes to the Consolidated Accounts

D. Valuation of Inventories
Inventories are valued at lower of cost or net realisable value except scrap, which is at net estimated realisable value.
The methods of determining cost of various categories of inventories are as follows:
Raw materials Weighted average method
Stores and spares Weighted average method
Work-in-process and finished goods (manufactured) Variable Cost at weighted average including an appropriate
share of production overheads
Finished goods (traded) Actual cost of purchase
Goods in transit Actual cost of purchase
Cost includes all direct costs, cost of conversion and appropriate portion of overheads and such other costs incurred as to
bring the inventory to its present location and condition inclusive of excise duty wherever applicable. Cost formula used is
based upon weighted average cost.
E. Investments:
Long Term quoted investments (non-trade) if any, are valued at cost unless there is a permanent fall in their value as at the
date of Balance Sheet.
F. Income Tax
Current Tax
Current Tax provision is made, taking into consideration the various benefits / concessions to which the Company is entitled
to as well as the normal tax provisions and the contentions of the Company and also the fact that certain expenditure
becoming allowable on payment being made before filing of the return of income.
Deferred Tax
In accordance with Accounting Standard 22 (AS-22) – “Accounting for Taxes on Income”, issued by the ICAI, the deferred
tax for timing differences between the book and tax profits for the year is accounted for using the tax rates and laws that
have been enacted or substantively enacted as of the Balance Sheet date.
Deferred tax assets (reviewed at each Balance Sheet date) arising from timing differences are recognised to the extent there
is virtual certainty, as the case may be, that such assets are capable of being realised in future.
Fringe Benefit Tax
Provision for Fringe Benefit Tax has been made in accordance with the Income Tax Laws prevailing for the relevant assessment
years.
G. Foreign Currency Conversions/Translation
Transactions in foreign currency are recorded at the exchange rate prevailing on/or closely approximating to the date of
transactions. Current Assets and Liabilities (other than relating to fixed assets and investments) are restated at the rate
prevailing at the period end or at the forward rate where forward cover for specific asset/liability has been taken. The
difference between the period end rate and the exchange rate at the date of the transaction is recognised as income or
expense in the Profit and Loss Account. In respect of forward exchange contracts, the difference between the contract rate
and the rate on the date of transaction is recognised as income or expense in the Profit and Loss Account over the life of the
contract.
Interest swaps (in foreign currencies) outstanding at the year-end are marked to market and the resultant gain /loss is
recognised as such.
H. Provisions, Contingent Liability and Contingent Assets
The Company recognises a provision when there is a present obligation as a result of a past event that probably requires an
outflow of resources and a reliable estimate can be made of the amount of the obligation. A disclosure for a contingent
liability is made when there is a possible obligation or a present obligation that the likelihood of outflow of resources is
remote, no provision or disclosure is made. Contingent Assets are not recognised/disclosed. Provisions, Contingent Liabilities
and Contingent Assets are reviewed at each Balance Sheet Date. Based on the said policy, Service warranty cost in respect
of post software development and implementation phase are accrued at the year-end on the basis of management estimates
of the efforts required on the respective projects as per the terms of the agreements.
I. Research & Development:
Revenue expenditure on Research & Development is included under the natural heads of expenditure.
Capital expenditure on Research and Development (R&D) is capitalised as fixed assets. Development cost including legal
expenses and/or in relation to patent/trade marks relating to the new and improved product and/or process development is
recognised as an intangible asset to the extent that it is expected that such asset will generate future economical benefits.
Other Research and Development cost is expensed as incurred.
In respect of subsidiaries, Pharmaceuticals Services Incorporated N.V. and PSI Supply N.V., Cost of Licenses, including
incidental expenses, are capitalised and amortised over a period of five years from the date of registration. Expenses during

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the period of development of Dosage forms, till the final development are capitalised and are amortised over a period of five
years. However, Research expenses in respect of Dosage forms are charged to revenue.
J. Employee Benefits:
• Retirement benefits to employees comprise payments towards gratuity, superannuation and provident fund under the
schemes of the Company and encashment of leave. Annual contributions to the superannuation and provident funds
are charged to the Profit and Loss Account.
• Provision for gratuity and leave encashment are made on the basis of actuarial valuation and charged to the Profit &
Loss Account.
K. Borrowing Cost:
Borrowing costs attributable to acquisition and construction/fabrication of qualifying assets are capitalised as a part of the
cost of such assets up-to the date as mentioned in Note No.C (a) (i) above. Other borrowing costs are charged as expenses
in the year in which they arise.
L. Revenue Recognition:
(i) Revenue from Sales is recognised on dispatch of material and point when risk and reward are transferred to the
customers. Sales include excise duty, export incentives and subsidies but exclude Inter Divisional Transfers and Sales
Tax. In order to comply with the Accounting Standard Interpretation ASI-14 issued by ICAI, Sales (including excise duty)
and Net Sales (excluding excise Duty) is disclosed in Profit & Loss Account.
Export incentives/ benefits are accounted for on accrual basis and as per the principles given under AS-9 (Revenue
Recognition).
(ii) For Jubilant Biosys Ltd:
(a) In respect of sales of products, revenue is recognised on delivery/acceptance of products to/by the customers, as
the case may be, and
(b) In respect of projects taken up as per the specification of the customers, revenue is recognised on proportionate
completion method, and
(c) In respect of on site services rendered, revenue is recognised on the basis of billable man-days actually spent.
(iii) For Pharmaceuticals Services Incorporated N.V. and PSI Supply N.V.: Revenue for licensing and regulatory services is
recognised on the basis of milestones achieved as determined in the respective contracts with the clients.
(iv) For Jubilant Chemsys Ltd:
(a) In respect of projects taken up as per the specification of the customers, revenue is recognised on Proportionate
Service Contract method, and
(b) In respect of FTE Contracts, revenue is recognised on the basis of billable man-days actually spent.
(v) For Clinsys Clinical Research Ltd. (Originally Jubilant Clinsys Ltd & formerly Clinsys India Ltd), Revenue of fixed price
contracts, are recognised, based on percentage of completion method (on the technical estimates made by the
management), and in case of service performed on time basis, revenues are recognised as services are rendered in
accordance with terms of the contracts
(vi) For Clinsys Clinical Research, Inc.(formerly Clinsys, Inc.), USA, revenue from Fixed-price contracts is recorded on a
Proportional Performance basis. Revenue from time and material contracts are recognised as hours are incurred,
multiplied by contractual billing rates. Revenue from unit-based contracts is generally recognised as units are completed.
(vii) For Cadista Pharmaceuticals, Inc. (formerly Jubilant Pharmaceuticals, Inc.), USA, Sales is recognised upon delivery of
products and point when risk & rewards are transferred to the customers.
M. Miscellaneous Expenditure / Amortisation
(i) Miscellaneous expenditure consists of expenditure in respect of compensation payable in terms of Voluntary Retirement
Scheme of the Company and the same are amortised over a period of thirty six months commencing from the month in
which payment / liability arise.
(ii) FCCB and share issue expenses/pro-rata premium on FCCB are adjusted against securities premium account.
N. Segment Accounting
The accounting policies adopted for segment reporting are in line with accounting policies of the Company. Revenue,
Expenses, Assets and Liabilities have been identified to segments on the basis of their relationship to operating activities of
the segments (taking in account the nature of products and services and risks & rewards associated with them) and internal
management information systems and the same is reviewed from time to time to realign the same to conform to the Business
Units of the Company. Revenue, Expense, Assets and Liabilities, which are common to the enterprise as a whole and are not
allocable to segments on a reasonable basis, have been treated as “Common Revenue/Expense/Assets/Liabilities”, as the
case may be.

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Notes to the Consolidated Accounts

O. Impairment of Fixed Assets


The Company assesses at each Balance Sheet date whether there is any indication that an asset may be impaired. If any
such indication exists, the Company estimates the recoverable amount of the asset. If such recoverable amount of the asset
or the recoverable amount of the cash-generating unit to which the assets belongs is less than is carrying amount, the
carrying amount is reduced to its recoverable amount. The reduction is treated as an impairment loss and is recognised in
the Profit and Loss Account. If at the Balance Sheet date there is an indication that previously assessed impairment loss no
longer exists, the recoverable amount is reassessed and the asset is reflected at the recoverable amount.
P. Employee Stock Option Schemes
In accordance with the Securities and Exchange Board of India Guidelines, the stock options granted pursuant to the
Company’s Stock Option Scheme, the intrinsic value, if any, of the options being the excess of the market price, of shares
over the exercise price of the option, at the date of grant of options, is treated as discount and accounted as employee
compensation cost and amortised on a straight-line basis over the vesting period.
2. Capital Commitments
a) Estimated amount of Contracts remaining to be executed on Capital Account (Net of Advances) Rs. 1,035.49 million
(Previous Year Rs. 454.07 million) [Advances Rs. 128.28 million (Previous Year Rs. 75.65 million)].
b) As per the terms of Share Purchase Agreement, the Company has a Call Option and the minority shareholder has a put
option on the balance 20% equity interest in Pharmaceutical Services Incorporate N.V. and PSI Supply N.V. The options
are exercisable at the expiry of period of six years form May 28, 2004
3. Contingent Liabilities
a) Claims/Demands/Disputes against which appeals are pending and not acknowledged as debts on account of:
(Rs. in million)
2006-07 2005-06
Central Excise 23.17 17.70
Customs 5.73 5.16
Sales Tax 113.00 13.14
Income Tax 146.10 67.90
Service Tax 1.59 0.35
Others 5.33 6.83

The Company has been advised that its contentions in the matter of disputed demands are legally tenable and hence the
possibility of these maturing is remote.
In addition to the amounts mentioned above, the Company may be required to pay interest on finality of the matters.
b) The Company has challenged the levy of transport fee by State of Maharashtra on consumption of rectified spirit and
molasses in the Nira factory. The order of State imposing the levy was stayed by the Hon’ble Mumbai High Court on
22nd October, 2001. The Company has been advised that the levy of transport fee on rectified spirit and molasses by
State is not tenable. However the Company has deposited Rs. 6.28 million under protest out of the total transport fee
of Rs. 95.71 million.
c) Outstanding guarantees furnished by Banks on behalf of the Company/by the Company including in respect of Letters
of Credits/Bonds/Loss make up guarantee is Rs. 1,025.92 million (Previous Year Rs. 539.90 million).
d) Exports obligation undertaken by the Company under EPCG scheme to be completed over a period of five/eight years
on account of import of Capital Goods at concessional import duty remaining outstanding is Rs. 499.60 million (Previous
year Rs. 224.79 million). Similarly Export obligation under Advance License Scheme/DFIA scheme on duty free import
of specific raw materials, remaining outstanding is Rs. 1,416.05 million (Previous year Rs. 862.71 million)
e) The Company has challenged the increase in denaturing fee by the State of Uttar Pradesh w.e.f 1st April 2004 on
denaturing of rectified spirit in the Gajraula factory before the Hon’ble Allahabad High Court and the writ petition has
been admitted by the court. The Company has deposited Rs 12.21 million under protest which is shown as deposits.
f) Zila Panchayat at J.P. Nagar (in respect of the Company’s Gajraula plant) served a notice demanding a compensation
of Rs. 277.40 million allegedly for creating lagoons on their lands, percolation of poisonous water stored in lagoons
resulting in loss of crops and cattle of the farmers and for putting poisonous fly ash on national highway which caused
loss to the health and damages to eyes and skin of people.
The District Magistrate issued a recovery certificate along with 10% collection charges inflating the demand to Rs.305.14
million. In the opinion of the Company, the Zila Panchayat has no justification in raising this demand. The demand was
challenged in Hon’ble Allahabad High Court and the court stayed the demand till further orders.

4. The Hon’ble Supreme Court has quashed the levy of licence fee by State of Uttar Pradesh on captive consumption of
denatured spirit in the Gajraula factory, and has ordered the refund of the fee paid during the period of dispute subject to

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condition that the amount has not been collected from the Company’s customers. Further the Court has directed the state
to investigate whether the Company has collected the disputed fee from its customers to the extent bank guarantees were
furnished.
The Company is entitled to a refund of Rs. 84.06 million as the amount paid during the period of dispute or secured by bank
guarantees was not collected from its customers. Accordingly the Company has approached the State of Uttar Pradesh for
the refund of the said amount.
5. The Company has challenged the levy of license fees of Rs.2.87 million by State of Uttar Pradesh, for grant of PD-2 license
for manufacture of Ethyl Alcohol for industrial use, before the Hon’ble Allahabad High Court. The writ petition has been
admitted and is being listed for final hearing. Though the amount has been deposited and shown as such, no provision
against this has been made as the issue is covered by the earlier favorable judgment of the Hon’ble Supreme Court of India.
6. Dividend on Equity Shares includes Rs.0.87 million (inclusive of Dividend Tax) in respect of Shares allotted between 31st
March, 2006 to the record date for Dividend.
7. Sundry Debtors as shown in Schedule “G” is net after giving the effect of sale of receivables amounting to Rs. NIL (Previous
year Rs. 108.02 million)
8. Foreign Currency Convertible Bonds (FCCB)
a) 1.5% FCCB -US$35 million (FCCB 2009)
The Company issued 1.5% Foreign Currency Convertible Bonds due 2009 (FCCB 2009) aggregating US$ 35
million, in the year 2004-05. The Bonds are convertible at any time between June 14, 2004 and April 15, 2009 by
holders into fully paid equity shares of Re.1 each of the Company or Global Depositary Shares (“GDSs”) each
representing One equity share at an initial conversion price of Rs.163.646 per share with a fixed rate of exchange
on conversion of Rs. 44.805 = U.S.$1. The conversion price is subject to adjustment in certain circumstances. The
Bonds may also be redeemed, in whole but not in part, at the option of the Company at any time on or after May 14,
2007, subject to satisfaction of certain conditions. Unless previously converted, redeemed or purchased and
cancelled, the Bonds will be redeemed on May 15, 2009 at 113.70% of their principal amount. The FCCBs are
listed on Singapore Stock Exchange. The GDSs arising out of conversion of FCCBs are listed on Luxembourg
Stock Exchange. Out of these FCCB 2009, US$ 33.10 million were converted upto 31st March 2007 into equity
shares and this represents 9,062,454 shares of Re.1 each as on 31st March, 2007. The balance bonds of US$ 1.90
million net of exchange difference, outstanding as of March 31, 2007 are included under ‘Unsecured Loans’.
The outstanding balance of FCCB 2009 - US$ 1.90 million, on conversion would result in allotment of 520,207
equity shares of Re. 1 each.
The proceeds were utilised for funding new projects and expansion of existing units – Rs. 795.4 million (US$ 17.1
million), investment in subsidiary companies for acquisitions abroad - Rs.722.0 million (US$16.7 million) and issue
expenses – Rs.50.7 million (US$ 1.1 million).
b) FCCB – US$75 million (FCCB 2010)
The Company issued, Zero Coupon Foreign Currency Convertible Bonds due 2010 (FCCB 2010) for an aggregate
value of US$75 million, convertible any time between July 3, 2005 to May 14, 2010 by holders into fully paid equity
shares of Re.1 each of the Company or Global Depositary Shares (GDSs) each representing one equity share of Re.
1 each at an initial conversion price of Rs.273.0648 per share with a fixed rate of exchange of Rs.43.35 = US$1.
The conversion price is subject to adjustment in certain circumstances. The Bonds may also be redeemed, in
whole but not in part, at the option of the Company at any time on or after May 23, 2008, subject to satisfaction of
certain conditions. Unless previously converted, redeemed or purchased and cancelled, the Bonds will be redeemed
on May 24, 2010 at 138.383% of their principal amount. The FCCBs are listed on Singapore Stock Exchange. The
GDSs arising out of conversion of FCCBs are listed on Luxembourg Stock Exchange. Assuming full conversion of
these FCCB’s, 11,906,514 equity shares of Re 1 each would be allotted.
The proceeds of FCCB 2010 have been used for funding new projects and expansion of existing units –
Rs. 1,384.1 million (US$ 32.2 million), investment in subsidiary companies for acquisitions abroad - Rs.1,827.9
million (US$41.0 million), issue expenses – Rs. 78.0 million (US$ 1.8 million). There has been no conversion during
the year in respect of the above FCCBs.

c) FCCB – US$200 million (FCCB 2011)


`` During the year 2006-07, the Company issued Zero Coupon Foreign Currency Convertible Bonds due 2011 (FCCB
2011) for an aggregate value of US$200 million, convertible any time between June 30, 2006 to May 10, 2011 by
holders into fully paid equity shares of Re.1 each of the Company or Global Depositary Shares (GDSs) each
representing one equity share at an initial conversion price of Rs.413.4498 per share with a fixed rate of exchange
of Rs.45.05 = US$1. The conversion price is subject to adjustment in certain circumstances. The Bonds may also
be redeemed, in whole but not in part, at the option of the Company at any time on or after May 19, 2009, subject
to satisfaction of certain conditions. Unless previously converted, redeemed or purchased and cancelled, the

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Notes to the Consolidated Accounts

Bonds will be redeemed on May 20, 2011 at 142.429% of their principal amount. The FCCBs are listed on Singapore
Stock Exchange. The GDSs arising out of conversion of FCCBs are listed on Luxembourg Stock Exchange.
Assuming full conversion of these FCCB’s, 21,792,246 equity shares of Re 1 each would be allotted.
The proceeds of FCCB 2011 have been used for funding new projects –Rs.13.5 million (US$0.30 million) ,invest-
ment in subsidiary companies - Rs.8,873.0 million (US$196.96 million) and issue expenses – Rs.123.4 million
(US$ 2.74 million). There has been no conversion during the year in respect of the above FCCBs.

9. Employee Stock Option Scheme


In terms of approval of shareholders accorded at the AGM held on 29th August, 2005 and in accordance with SEBI (ESOP
& ESPS) Guidelines, 1999, the Company instituted Jubilant Employees Stock Option Plan, 2005 (“Plan”) for specified categories
of employees and directors of the Company and its subsidiaries. Under the Plan, upto 717,500 Stock Options can be issued
to eligible Directors (other than promoter directors) and other specified categories of employees of the Company/ subsidiaries.
The options are to be granted at market price. As per SEBI Guidelines, the market price is taken as the closing price on the
day preceding the date of grant of options, on the stock exchange where the trading volume is the highest.
Each option, upon vesting, shall entitle the holder to subscribe to five equity shares of Re.1 each. The vesting takes place on
a staggered basis over a period of 5 years from the date of grant.
The Company has constituted a Compensation Committee comprising of a majority of independent directors. This Committee
is empowered to administer the Scheme.
During the year, the following options were granted to eligible directors/ employees:

Date of grant Number of Exercise Price Market Price (Rupees)


options granted per Share (Rupees) (As per SEBI Guidelines)
15th January, 2007 45,700 258.25 258.25 *
* Based on closing price on 12th January 2007 at BSE where higher turnover was recorded.
The movement in the stock options during the year ended March 31, 2007 is set out below:
Number
Options outstanding at the beginning of the year 561,478
Granted during the year 45,700
Expired/forfeited during the year (51,084)
Exercised (600)
Options outstanding at the end of the year 555,494

10. (A) Assets aggregating Rs. Nil (Previous year - Rs 49.00 million) have been acquired on financial lease during the earlier
years. The obligation for future lease rentals in respect of such assets aggregate to Rs Nil. (Previous year - Rs. 1.49
million) payable within a period of 1 year.
(B) The Company’s significant operating leasing arrangements are in respect of premises (residential, offices, godown
etc.). These leasing arrangements, which are cancelable, range between 11 months and 9 years generally and are
usually renewable by mutual agreeable terms. The aggregate lease rentals payable are charged as expenses.
11. Capitalisation of Interest, Pre-operative and Trial Run expenses
In line with the applicable Accounting Standards, interest on funds utilised and pre-operative expenses including trial run
expenses (net) for projects and/or substantial expansions have been capitalised up to the date of commercial production/
stabilisation of the project, amounting to Rs.280.21 million (Previous Year Rs. 269.50 million). All preoperative expenditure
including interest totaling to Rs. 67.04 million (Previous Year Rs 47.79 million) so capitalised and Trial Run Expenses (net of
trial run receipts) are accumulated as Capital work in progress and have been allocated to respective Fixed Assets.

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Jublient Auditor Con-101-128.p65 122 8/9/2007, 12:32 AM


12. (A) Deferred Assets and Liabilities are attributable to the following items:
(Rs. in million)
As at 31st March, 2007 2006
Deferred Tax Assets
Provision for Leave Encashment and Gratuity 49.23 44.36
Amount disallowed u/s 43 B 5.26 1.68
Deduction allowed under section 35D 1.63 2.43
Payment under Voluntary Retirement scheme 5.09 1.85
Others 1.11 24.15
62.32 74.47
Deferred Tax Liabilities
Accelerated Depreciation 1,272.85 1,044.96
Difference in value of CWIP/Intangibles 149.62 71.55
1,422.47 1,116.51
Deferred Tax Liabilities (Net) 1,360.15 1,042.04

(B) A sum of Rs.42.20 million (previous year Rs.36.50 million) recognised as income against the claim raised by the Company for breach
of contract by the other party, is treated as non-taxable, based on the legal opinion and upon which auditor has replied upon.
(C) The profit attributable to the operations under the (EOU) Export Oriented Units Scheme are deductible from income up to 31st March
2009, and accordingly, income from EOU setup at Nanjangud, Mysore, and at Bhartiagram, Jyotiba Phoolay Nagar (Gajraula), Uttar
Pradesh has been considered as tax deductable, and provision for current tax is made accordingly.

13. The bottling unit of the Company situated at Nira holds a potable liquor license for Indian Made Foreign Liquor (IMFL) and
the same is bottling IMFL on the order of another Company and is charging bottling fee.
The Accounts recognise Revenue and Expenditure, only to the extent the Company enjoys beneficial interest.
In Compliance with the requirements of Schedule VI to the Companies Act, 1956, the following information is given hereunder
in respect of the transactions where the Company does not enjoy beneficial interest.
(Rs. in million)
For the year ended 31st March, 2007 2006

Sales 856.17 804.07


Excise Duty (679.22) (528.62)
Other Income 3.48 2.54
Increase/(Decrease) in Finished & Process Stocks 38.68 16.01
Raw & Process Materials Consumed (79.03) (25.32)
Stores, Spares, Chemicals, Catalyst & Packing Materials consumed (101.07) (90.12)
Insurance (Net of recoveries) - (0.51)
Other Expenses (0.45) (0.41)
Freight & Forwarding (including Ocean Freight) (7.05) (5.84)
Discounts & Claims to Customers and Other Selling Expenses - (89.30)
Purchase of Trading Material (2.56) (1.50)

14. Disclosure required by Accounting Standard 29 (AS-29) ”Provisions, Contingent Liabilities and Contingent Assets”
Movement in Provisions: (Rs. in million)
Class of Provisions
Sr.No. Particulars of disclosure Excise Duty Product Pro-rata premium Total
Warranties on redemption of FCCB.
1 Balance as at April 1, 2006 50.20 5.47 203.63 259.30
(43.50) (0.08) (33.57) (77.15)
2 Additional provision during 2006-2007 52.93 - 777.26 830.19
(50.20) (5.47) (191.65) (247.32)
3 Provision used during 2006-2007 50.20 - - 50.20
(43.50) (-) (-) (43.50)
4 Provision reversed during 2006-2007 - 3.64 5.74 9.38
(-) (0.08) (21.59) (21.67)
5 Balance as at March 31, 2007 52.93 1.83 975.15 1,029.91
(50.20) (5.47) (203.63) (259.30)

Provision for excise duty represents the excise duty on closing stock of finished goods.

ANNUAL REPORT - 2006-2007 123

Jublient Auditor Con-101-128.p65 123 8/8/2007, 11:31 PM


Notes to the Consolidated Accounts

15. Segment Reporting :


i) Based on the guiding principles given in Accounting Standard on “ Segment Reporting” ((AS-17) Issued by the Institute
of Chartered Accountants of India) the Company’s Primary Business Segments are organised around customers on
industry and product lines as under :
a. Pharmaceuticals & Life Science Products : Active Pharmaceuticals Ingredients, Dosage Forms, Regulatory Affairs,
Drug Discovery & Development Services, Chemistry Services, Clinical Research, Custom Research & Manufacturing
Services (CRAMS) and Food Polymers.
b. Industrial Products : Organic Intermediates, Agri and Animal Nutrition Products, Speciality Gases.
c. Performance Polymers : Industrial products for tyres, textiles and coatings; and Consumer Products for woodworking
solutions.
ii) Inter Segment Transfer Pricing
Inter segment transfer prices are based on market prices.
iii) The Financial information about the primary business segments is presented in the table given below:

Particulars Pharmaceuticals Industrial Performance Total


& Life Science Products Products Polymers
2007 2006 2007 2006 2007 2006 2007 2006
1) Revenue 9,523.35 7,018.60 7,745.03 7,079.86 2,243.19 2,148.50 19,511.57 16,246.96
Less: Inter Segment Revenue 77.17 68.06 77.17 68.06
Less: Excise Duty on Sales 296.88 245.32 770.70 679.03 269.67 265.00 1,337.25 1,189.35
Net sales 9,226.47 6,773.28 6,897.16 6,332.77 1,973.52 1,883.50 18,097.15 14,989.55
2) Segment results 1,796.83 1,261.01 910.51 658.09 122.49 95.15 2,829.83 2,014.25
Less : Interest (Net) 194.64 172.66
Other un-allocable expenditure (317.85) 160.20
(net of un-allocable income)
Total Profit Before Tax 1,796.83 1,261.01 910.51 658.09 122.49 95.15 2,953.04 1,681.39
3) Capital Employed
(Segment Assets - Segment Liabilities)
Segment Assets 15,638.58 11,954.47 6,148.80 5,662.43 828.14 806.76 22,615.52 18,423.66
Add: Common Assets 9,754.35 2,091.13
Total Assets 15,638.58 11,954.47 6,148.80 5,662.43 828.14 806.76 32,369.87 20,514.79
Segment Liabilities 1,524.06 1,108.08 1,168.43 1,285.92 309.54 310.65 3,002.03 2,704.65
Add: Common Liabilities 2,246.09 1,139.68
Total Liabilities 1,524.06 1,108.08 1,168.43 1,285.92 309.54 310.65 5,248.12 3,844.33
Segment Capital Employed 14,114.52 10,846.39 4,980.37 4,376.51 518.60 496.11 19,613.49 15,719.01
Add: Common Capital Employed 7,508.26 951.45
Total Capital Employed 14,114.52 10,846.39 4,980.37 4,376.51 518.60 496.11 27,121.75 16,670.46
4) Segment Capital Expenditure 2,298.03 1,796.24 345.33 626.40 48.73 6.09 2,692.09 2,428.73
Add: Common Capital Expenditure 62.02 41.59
Total Capital Expenditure 2,298.03 1,796.24 345.33 626.40 48.73 6.09 2,754.11 2,470.32
5) Depreciation (Net) 394.77 310.64 200.68 176.45 17.15 17.55 612.60 504.64
Add: Common Depreciation 10.26 8.71
Total Depreciation 394.77 310.64 200.68 176.45 17.15 17.55 622.86 513.35

Notes : 1) The Company has disclosed Business Segment as the Primary Segment
2) Segments have been identified and reported taking into account the nature of products and services, the differing risk and
returns, the organisation structure and the internal financial reporting systems.
3) The Segment Revenue, Results, Assets and Liabilities include the respective amounts identifiable to each of the segments
and amounts allocated on a reasonable basis.
4) Total Capital Employed excludes Secured Loans, Unsecured Loans , Deferred Tax and Minority Interests.

iv) Secondary Segment Reporting : Geographical (Rs. in million)

Particulars India Americas & Europe China Asia & Others Total
2007 2006 2007 2006 2007 2006 2007 2006 2007 2006
Revenues 11,192.82 10,359.47 5,659.40 3,774.84 1,428.30 1,351.35 1,231.05 761.30 19,511.57 16,246.96
Less: Inter
Segment Revenue 77.17 68.06 77.17 68.06
Less: Excise Duty
on Sales 1,337.25 1,189.35 1,337.25 1,189.35
Net sales 9,778.40 9,102.06 5,659.40 3,774.84 1,428.30 1,351.35 1,231.05 761.30 18,097.15 14,989.55

124 JUBILANT ORGANOSYS LIMITED

Jublient Auditor Con-101-128.p65 124 8/7/2007, 10:56 PM


16 A. RELATED PARTY TRANSACTIONS

a) Other related parties with whom transactions have taken place during the year

– Associates
Jubilant Enpro Pvt. Ltd., Jubilant Oil & Gas Pvt. Ltd., Enpro Oil Pvt. Ltd., Domino Pizza India Ltd.
Network Programs India Ltd.
– Others
Vam Employees Provident Fund Trust
b) I. Key Management Personnel
Mr. Shyam.S. Bhartia, Mr. Hari.S. Bhartia, Mr. S.N. Singh, Mr. Shyam Bang, Dr. J.M. Khanna, Mr. R. Sankaraiah,
Mr. Sridhar Mosur, Ms Lieve Vermassen (Remuneration in form of Service Fees), Mr. Christopher Worrell,
Dr. V. N. Balaji, Mr. Llyood Baroody*, Mr. Ward Barney*, Mr. David E. Williams*, Mr. Saugata Bhattacharya*.
*For part of the year
II. Relatives of Key Management Personnel
Ms. Shobhana Bhartia, Ms. Asha Khanna, Ms. Shobha Bang.

c) Transactions with related parties during the period (Rs. in million)


Particulars Associates Key Mgmt. Others
Personnel &
Relatives
Expenses recharged by Companies /to others for 19.60
facilities /services provided and Software Purchased (15.18)

Assets sold during the year (-)


(3.51)

Assets purchased during the year -


(0.29)
Company’s Contribution to PF Trust 93.59
(63.61)
Remuneration and related expenses 159.74
(101.65)
Fixed Deposits outstanding at the year end -
(0.76)
Interest accrued on Fixed Deposits during the year -
(0.08)
Rent paid 9.19
(4.79)
Housing Loan Given 2.50
(-)
ESOS granted during the year (No. of Shares) -
172625 Nos

(1) Figures in ( ) indicates in respect of previous year.


(2) Related party relationship is as identified by the Company and relied upon by the Auditors.
(3) No amount has been written off/provided for in respect of dues from or to any related party.

16 B. PROMOTOR GROUP
Group companies
The Company is controlled by Mr.Shyam S Bhartia/Mr. Hari S Bhartia group (“the promoter group”), being a group as
defined in the Monopolies and Restrictive Trade Practices Act, 1969.
The persons constituting the promoter group include individuals and corporate bodies who/which jointly exercise, and
are in a position to exercise, control over the Company. The names of these individuals and bodies corporate are
Mr. Shyam S Bhartia, Mr. Hari S Bhartia, Mrs. Shobhana Bhartia, Mrs. Kavita Bhartia, Mr.Priyavrat Bhartia, Mr.Shamit
Bhartia, Ms. Aashti Bhartia, Master Arjun S Bhartia, Best Luck Vanijya Private Ltd., Enpro Exports Private Ltd., Jaytee

ANNUAL REPORT - 2006-2007 125

Jublient Auditor Con-101-128.p65 125 8/7/2007, 10:56 PM


Notes to the Consolidated Accounts

Private Ltd., Jubilant Enpro Private Ltd., Jubilant Securities Private Ltd., Jubilant Capital Private Ltd., Klinton Agencies
Private Ltd., Speedage Vinimay Private Ltd., Rance Investment Holdings Ltd., Cumin Investments Ltd., Torino Overseas
Ltd., Vam Holdings Ltd., Westcost Vyapaar Private Ltd., Nikita Resources Private Ltd., Jubilant Oil & Gas Pvt. Ltd.

2006-2007 2005-2006

17. Earnings Per Share(EPS)


I. A) Profit Computation for Basic Earnings Per Share of Re 1 each
Net Profit as per Profit and Loss Account available for
Equity Shareholders Rs. in million 2,280.00 1,296.75
Adjustments for the purpose of Diluted EPS :-
Interest on Foreign Currency Convertible Bonds Rs. in million 1.54 9.38
Less: Tax on above Rs. in million (0.35) (2.11)
(B) Profit for Diluted Earnings Per Share of Re 1 each Rs. in million 2,281.19 1,304.02
II. Weighted average number of equity shares for
Earnings per Share computation
A) For Basic Earnings per Share Nos 143,156,801 136,728,761
B) For Diluted Earnings per Share:
No. of shares for Basic EPS as per II A Nos 143,156,801 136,728,761
Add: Weighted Average outstanding Option/Shares related to
FCCB & Employee stock options. Nos 32,096,107 15,396,390
No. of shares for Diluted Earnings per Share Nos 175,252,908 152,125,151
III. Earnings per Share (Weighted Average)
Basic Rupees 15.93 9.48
Diluted Rupees 13.02 8.57

18. Events occurring after the close of the fiscal year

Acquisition of Hollister-Stier Laboratories, LLC

Subsequent to the year ended March 31, 2007, the Company has announced the acquisition of a 100% equity interest in
Hollister-Stier Laboratories, LLC for a cash consideration of USD 122.50 million. Jubilant will also reimburse capital expenditure
for capacity expansion of USD 16 million through March 2007 and certain cash capital expenditure for capacity expansion
until date of closing of the transaction. The acquisition is expected to be completed by June 2007.

Acquisition of First Trust Healthcare Private Limited

Jubilant’s Board has approved the Company’s entry into Healthcare business by approving an investment of upto Rs. 800
million in the equity of First Trust Healthcare Private Limited (First Trust) to acquire upto 96% stake. The acquisition is
expected to be completed by June 2007.
19. Figures pertaining to the Subsidiaries, have been reclassified wherever considered necessary to bring them in line with the
Company’s Financial Statements.
20. Previous Year’s figures have been regrouped/rearranged wherever found necessary to conform to this year’s classification.

Signature to Schedule “A” to “O” forming part of the Consolidated Balance Sheet and Consolidated Profit and Loss
Account.

In terms of our report of even date attached. For and on behalf of the Board
For K.N. Gutgutia & Co.
Chartered Accountants
B R Goyal Shyam S Bhartia
Partner Chairman & Managing Director
Membership No. 12172

Noida Lalit Jain R Sankaraiah Hari S Bhartia


Date : 27th April, 2007 Company Secretary Executive Director - Finance Co-Chairman & Managing Director

126 JUBILANT ORGANOSYS LIMITED

Jublient Auditor Con-101-128.p65 126 8/7/2007, 10:56 PM


DETAILS OF SUBSIDIARY COMPANIES (2006 - 2007)
Clinsys Clinical Jubilant Jubilant Jubilant Jubilant Jubilant Jubilant
Research Chemsys Biosys Infrastructure Organosys Organosys Pharma N.V. #
Limited Limited Limited Limited (USA), Inc.# (Shanghai) Limited#

Jublient Auditor Con-101-128.p65


Rs./Million Rs./Million Rs./Million Rs./Million USD Rs./Million RMB Rs./Million Euro Rs./Million
(a) Capital 228.50 284.50 4.43 10.00 375,000 17.11 1,652,837 8.80 13,900,000 743.79
(b) Reserve and Surplus (adjusted (61.08) 45.55 38.36 (0.39) 52,173 1.45 (3,248,547) (17.80) 1,895,430 170.11
for debit balance in Profit &

127
ANNUAL REPORT - 2006-2007
Loss Account where applicable)
(c) Total Assets 185.27 443.03 826.14 0.10 5,906,597 256.75 77,656,769 436.68 1,231,440 71.25
(Fixed Assets+Current Assets)
(d) Total Liabilities 17.86 112.99 783.34 0.63 5,479,424 238.19 79,252,479 445.68 605 0.04
(Debts + Current Liabilities)
(e) Details of Investments (except in - - - 10.14 - - - - - -
case of Investment in subsidiaries)
(f) Turnover (Including Other Income) 39.02 276.46 325.93 0.24 18,855,161 852.63 189,186,235 1,082.97 18,199 1.06
(g) Profit before Taxation (45.75) 61.64 (74.35) (0.39) 172,397 7.80 (1,338,677) (7.66) (67,904) (3.94)
(h) Provision for Taxation 3.77 7.86 7.39 - 74,405 3.30 - - - -
(i) Profit after Taxation (49.52) 53.79 (81.75) (0.39) 97,992 4.50 (1,338,677) (7.66) (67,904) (3.94)
(j) Proposed Dividend - - - - - - - - - -

8/7/2007, 10:56 PM
127
128
DETAILS OF SUBSIDIARY COMPANIES (2006 - 07) (Contd.)
Pharmaceutical PSI Clinsys Clinsys Clinical Jubilant Pharma Pte. Cadista Holdings, Cadista
Services Supply N.V.# Holdings, Inc.# Research, Inc.# Limited # Inc.# Pharmaceuticals,
Incorporated N.V.# Inc.#

Jublient Auditor Con-101-128.p65


EURO Rs./Million EURO Rs./Million USD Rs. Million USD Rs./Million USD Rs./Million USD Rs./Milliion USD Rs./Million
(a) Capital 500,000 28.34 62,000 3.51 37,200,000 1,660.44 102 0.01 211,793,994 9,681.08 83,415 3.70 1 -
(b) Reserve and Surplus (adjusted (2,156) (1.63) (182,178) (10.66) (357,995) (58.92) (641,257) (27.71) 5,206,784 (247.72) 23,724,483 1,031.23 (9,825,045) (423.61)
for debit balance in Profit &

128
Loss Account where applicable)
(c) Total Assets 3,448,971 197.45 1,027,722 59.28 3,874,509 168.43 6,121,778 266.28 195,336,211 8,491.27 23,881,009 1,038.11 22,459,418 979.80
(Fixed Assets+Current Assets)
(d) Total Liabilities 2,951,127 170.75 1,147,900 66.42 2,557,300 111.17 6,762,933 293.99 14,193 0.28 73,112 3.18 32,284,462 1,403.41
(Debts + Current Liabilities)
(e) Details of Investments (except in - - - - - - - - 200,000 8.69 - - - -
case of Investment in subsidiaries)
(f) Turnover (Including Other Income) 1,187,258 68.89 2,392,940 138.84 307,215 13.89 15,338,166 693.59 5,213,483 235.75 15,634 0.71 11,607,739 524.90
(g) Profit before Taxation (424,095) (24.61) (188,187) (10.92) (31,187) (1.41) (3,203,980) (144.88) 5,195,083 234.92 15,617 0.71 (345,264) (16.99)
(h) Provision for Taxation 33,567 1.93 2,065 0.12 4,000 0.18 (330,072) (14.93) 9,168 0.42 - - - -
(i) Profit after Taxation (457,662) (26.54) (190,252) (11.04) (35,187) (1.59) (2,873,908) (129.96) 5,185,915 234.51 15,617 0.71 (345,264) (16.99)
(j) Proposed Dividend - - - - - - - - - - - - - -

Notes:
# The financial statements of the foreign subsidiaries have been converted into Indian Rupees on the basis of appropriate exchange rates.
The Ministry of Company affairs, Government of India, vide its letter dated 16th April, 2007 has granted approval under Section 212(8) of the Companies Act, 1956 for the financial year ended 31.03.2007
whereby the Balance Sheet, Profit & Loss Account, Directors’ Report and Auditors’ Report of the subsidiaries and other documents required to be attached under section 212(1) of the Act are not required to be
attached to the Company’s Accounts. Hence, the same are not being attached. However, the annual 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 open for inspection by any investor in its
Head Office and that of the subsidiaries concerned.

8/7/2007, 10:56 PM
JUBILANT ORGANOSYS LIMITED
Extracts from Audited US GAAP Financials
Consolidated Balance Sheets (in millions, except share data)
As of March 31,
2006 2007 2007
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents Rs. 1,591.85 Rs. 8,791.27 $ 203.97
Restricted cash 24.14 10.13 0.24
Accounts receivable, net of allowances 2,486.60 2,861.80 66.40
Inventories 3,123.22 3,539.22 82.12
Unbilled revenue 38.73 24.18 0.56
Deferred income taxes 91.57 48.70 1.13
Other current assets 1,777.20 2,387.03 55.38
Total current asset 9,133.31 17,662.33 409.80
Investment securities 2.35 38.82 0.90
Property, plant and equipment, net 8,682.55 11,392.60 264.33
Goodwill 2,358.36 2,394.96 55.57
Intangible assets, net 235.45 187.96 4.36
Content costs, net 115.55 114.39 2.65
Deferred income taxes 0.76 - -
Other assets 170.96 87.60 2.03
Total assets Rs. 20,699.29 Rs. 31,878.66 $ 739.64
LIABILITIES, MINORITY INTEREST AND STOCKHOLDERS’
EQUITY
Current liabilities:
Short-term borrowings 1,580.58 2,220.56 51.52
Current portion of long-term debt 391.94 664.38 15.41
Current portion of capital lease obligations 2.81 - -
Accounts payable 2,044.34 2,437.81 56.56
Due to related parties 0.76 1.84 0.04
Accrued employee costs 156.23 186.86 4.34
Deferred revenue 167.45 181.56 4.21
Taxes payable 612.55 981.63 22.78
Deferred income taxes 11.24 - -
Other current liabilities 358.11 281.54 6.53
Total current liabilities 5,326.01 6,956.18 161.39
Long-term debt, excluding current portion 5,940.50 14,629.23 339.42
Long-term capital lease obligations - - -
Deferred income taxes 1,216.54 1,489.78 34.57
Other liabilities 68.92 67.53 1.57
Total liabilities Rs. 12,551.97 Rs.23,142.72 $ 536.95
Minority interest 120.72 150.15 3.48
Stockholders’ equity
Equity shares at Re. 1 par value, 142.44 143.44 3.33
550,000,000 shares authorized; issued and
outstanding – 142,442,995 shares and 143,445,334
shares as of March 31, 2006 and 2007 respectively
Additional paid in capital 4,558.44 4,774.89 110.79
Deferred stock compensation - - -
Retained earnings 3,288.97 4,147.32 96.22
Accumulated other comprehensive income 36.75 (479.86) (11.13)
Total stockholders’ equity 8,026.60 8,585.79 199.21
Total liabilities, minority interest and stockholders’ equity Rs. 20,699.29 Rs. 31,878.66 $ 739.64

ANNUAL REPORT - 2006-2007 129

US GAAP-129-134.p65 129 8/9/2007, 3:46 PM


Consolidated Statements of Income (in millions, except share and per share data)
Year Ended March 31,
2005 2006 2007 2007
(Unaudited)
Revenues

Product sales, net of allowances for sales Rs. 12,096.27 Rs. 15,207.42 Rs. 18,092.48 $ 419.78
return (includes excise duties of Rs. 869.14,
Rs. 1,034.31 and Rs.1,337.58 for the years
ended March 31, 2005, 2006 and 2007 respectively)
Service revenue 165.60 799.77 1,495.99 34.71

Cost of revenues (exclusive of depreciation and amortization)


Product sales (9,617.86) (12,012.87) (13,939.47) (323.42)

Service revenue (175.15) (570.38) (1,251.58) (29.04)

Research and development (exclusive of depreciation and


amortization) (191.40) (328.26) (535.33) (12.42)

Selling, general and administration (exclusive of depreciation


and amortization) (898.18) (1,364.59) (2,093.66) (48.58)

Depreciation and amortization (384.93) (514.07) (627.90) (14.57)

Other operating income, net 280.36 284.46 1,151.62 26.72

Income from operations 1,274.71 1,501.48 2,292.15 53.18

Other expense, net (251.34) (379.00) (594.96) (13.80)

Income before income taxes and minority interest 1,023.37 1,122.48 1,697.19 39.38

Income taxes (312.91) (340.47) (682.86) (15.84)

Minority interest 20.20 16.50 47.77 1.11

Net income Rs. 730.66 Rs. 798.51 Rs. 1,062.10 $ 24.65

Earnings per equity share


Basic (Rs.) 6.06 5.84 7.42 0.17

Diluted (Rs.) 5.91 5.78 7.40 0.17

Weighted average number of equity shares used in computing


earnings per equity share

Basic 120,668,645 136,728,762 143,156,801 143,156,801

Diluted 129,116,445 137,615,153 143,797,439 143,797,439

130 JUBILANT ORGANOSYS LIMITED

US GAAP-129-134.p65 130 8/7/2007, 11:57 PM


Consolidated Statements of Cash Flows (in millions, except share data)
Year ended March 31,
2005 2006 2007 2007
(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income Rs. 730.66 Rs. 798.51 Rs. 1,062.10 $ 24.65
Adjustments to reconcile net income
to net cash provided by operating activities
Depreciation and amortization 384.93 514.07 627.90 14.57
Stock compensation expense 4.04 0.70 45.67 1.06
Deferred income tax charge 89.18 60.36 307.04 7.12
Unrealized foreign exchange (gain)/ loss and mark to
market (gain)/loss on derivative instruments (68.51) 114.43 (433.67) (10.06)
Amortisation of debt initiation costs 23.67 20.83 40.60 0.94
Redemption premium accrued on long-term debt 33.58 213.39 779.75 18.09
Minority interest (20.20) (16.50) (47.77) (1.11)
Inventory write downs 6.84 2.18 57.75 1.34
Repayment incentive on long-term debt (88.74) - - -
In – process research and development written off - 32.44 3.98 0.09
Others 8.20 (43.82) 30.27 0.70
Changes in assets and liabilities, net
Accounts receivable (145.44) (628.03) (421.63) (9.78)
Inventories (623.20) (1,116.30) (487.43) (11.31)
Other assets (171.88) (737.02) (518.53) (12.03)
Accounts payable 534.58 338.52 287.47 6.67
Accrued employee costs 21.64 (5.75) 31.01 0.72
Taxes payable 202.21 267.81 369.07 8.56
Other liabilities 96.10 63.64 (56.51) (1.31)
Net cash provided by/(used in) operating activities 1,001.26 (120.54) 1,677.07 38.91
CASH FLOWS FROM INVESTING ACTIVITIES
Movement in restricted cash 34.03 4.35 14.01 0.33
Purchase of property, plant and equipment (1,934.75) (2,515.92) (3,252.48) (75.46)
Proceeds from sale of property, plant and equipment 78.86 30.42 53.77 1.25
Purchase of investments available for sale (2,837.16) (1,110.13) (719.04) (16.68)
Sale of investments available for sale 2,837.21 1,112.40 682.63 15.84
Payments/ advances for business acquisitions,
net of cash acquired (587.15) (1,879.75) - -
Net cash used in investing activities (2,408.96) (4,358.63) (3,221.11) (74.72)
CASH FLOWS FROM FINANCING ACTIVITIES
Payments of capital lease obligations (10.12) (8.52) (2.81) (0.07)
(Repayment)/ proceeds of short term borrowings,
net (443.95) 825.19 644.73 14.96
Proceeds from long-term debt 2,622.82 4,991.09 10,127.79 234.98
Repayment of long-term debt (2,516.51) (964.88) (1,357.19) (31.49)
Proceeds from issuance of equity shares, net 1,988.01 1,088.28 0.60 0.01
Payment of dividends (33.04) (190.39) (203.75) (4.73)
Payments of dividend to minority shareholders of subsidiary (28.37) - - -
Net cash provided by/ (used in) financing activities 1,578.84 5,740.77 9,209.37 213.66
Effect of exchange rate changes 11.48 (16.65) (465.91) (10.81)
Net increase in cash and cash equivalents 182.62 1,244.95 7,199.42 167.04
CASH AND CASH EQUIVALENTS
Beginning of the year 164.28 346.90 1,591.85 36.93
End of the year Rs. 346.90 Rs. 1,591.85 Rs. 8,791.27 $ 203.97
SUPPLEMENTARY CASH FLOW INFORMATION
Cash paid during the year for interest, net of interest
capitalized Rs. 246.85 Rs. 167.62 Rs. 176.04 $ 4.08
Cash paid during the year for income taxes,
net of refunds Rs. 211.61 Rs. 242.80 Rs. 327.88 $ 7.61

During the year ended March 31, 2005, March 31, 2006 and March 31, 2007 $ 0.50, $ 28.95 and $3.65 of Foreign Currency
Convertible Bonds were converted into 136,895; 7,926,240 and 999,339 equity shares respectively.

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Reconciliation

Reconciliation of Significant Differences between Consolidated Profit After Tax Determined in accordance with Indian
GAAP and Consolidated Net Income Determined in accordance with US GAAP
(Rs. in millions)
Notes Year ended Year ended Year ended
March March March
31, 2005 31, 2006 31, 2007

Consolidated profit after tax as per Indian GAAP 1,191.93 1,296.75 2,280.00
Business acquisitions 1 (244.75) (129.56) (88.86)
Revenue recognition 2 (58.78) (70.45) 33.86
Export incentives (Target plus scheme) 3 (122.06) 55.00 67.06
Foreign currency differences and derivates 4 (85.86) 19.57 27.66
Debt initiation, premium amortization and redemption 5 (58.72) (237.25) (815.82)
Fixed assets and depreciation 6 31.05 (23.55) 32.03
Income taxes 7 119.06 34.66 5.52
Deferred revenue expenditure 8 (33.67) 23.38 (8.65)
Research and development expenditure 9 (70.18) (153.51) (429.81)
Employee stock option plans 10 - - (45.67)
Minority interest 11 37.54 8.70 8.31
Other adjustments 25.10 (25.23) (3.53)
Consolidated net income as per US GAAP 730.66 798.51 1062.10
Notes:
1. Business acquisitions
During the year ended March 31, 2005, the Company acquired an 80% equity interest in two related Belgium based
pharmaceutical companies namely Pharmaceutical Services Incorporated N.V. (PSI NV) and PSI Supply N.V. for a cash
consideration of Euro 13.50 million. The transaction was consummated on May 28, 2004 and accordingly under US GAAP,
the results of operations of the acquired company were consolidated from this date. However, as per the terms of arrangement
the economic benefits of the investment accrued to the Company effective April 1, 2004. Additionally, the acquisition
resulted in recognition of certain identifiable intangible assets under US GAAP which are being amortised over the estimated
useful life in proportion to the economic benefits consumed in each period. Further, certain deferred revenues of the acquired
companies were recognized at fair value, resulting in lower post acquisition revenues under US GAAP. As a part of the
acquisition, the company would purchase the balance 20% interest held by the minority shareholder at a future date. As a
portion of the consideration for purchase of the 20% interest was linked to the continuing employment of the selling
shareholder, this amount is recorded as a compensation arrangement under US GAAP.
During the year ended March 31, 2006, the Company acquired a 66% equity interest in a US based generic drug manufacturer
Cadista Holdings, Inc. (formerly known as Trinity Laboratories, Inc.), which holds 100% of the equity interest in Cadista
Pharmaceuticals, Inc. (formerly known as Trigen Laboratories, Inc.) for a cash consideration of USD 14.50 million. Further,
during the year ended March 31, 2007, the Company has increased its shareholding from 66% to 75%. The additional
interest has been acquired for a cash consideration of USD 6.00 million. Under US GAAP, tangible assets are recorded at
their fair values on the acquisition dates, while these amounts continue to be recorded at their book values under Indian
GAAP. This would affect the post-acquisition results of operations under US GAAP. Additionally, the acquisition resulted in
recognition of certain identifiable intangible assets and in–process research and development asset (IPR&D) under US
GAAP. Intangible assets other than IPR&D are being amortised over the estimated useful life in proportion to the economic
benefits consumed in each period. The value of IPR&D acquired is recognised in the consolidated income statement
immediately on the date of acquisition.
During the year ended March 31, 2006, the Company acquired a 100% equity interest in US based clinical research
organisation Clinsys Clinical Research, Inc. (formerly known as Target Research Associates, Inc.) for a cash consideration of
USD 34.57 million. The acquisition resulted in recognition of certain identifiable intangible assets under US GAAP which are
being amortised over the estimated useful life in proportion to the economic benefits consumed in each period.
2. Revenue recognition
These are primarily timing differences arising from the application of SEC Staff Accounting Bulletin No. 104 “Revenue
Recognition in Financial Statements” and SOP 97-2 “Software Revenue Recognition” under US GAAP which prescribes a
more stringent criteria for revenue recognition than Indian GAAP.
The Company offers its bioinformatics/ chemoinformatics products through various licensing and subscription arrangements.
The terms of these arrangements may require provision of upgrades/ updates over a given period subsequent to the
delivery. In respect of arrangements with commitment to provide unspecified updates, the Company has accounted for
revenues ratably over the term of the subscription arrangement beginning with delivery of the first product. In respect of
arrangements with commitment to provide specified updates and where sufficient vendor-specific objective evidence exist

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for the allocation of the fee to the updates, revenue is recognised when (a) persuasive evidence of an arrangement exists, (b)
delivery has occurred, (c) the vendor’s fee is fixed or determinable and (d) collectibility is probable. In respect of arrangements
with commitment to provide specified updates and where sufficient vendor-specific objective evidence does not exist for
the allocation of the fee to the updates, revenue from the arrangement is deferred until the earlier of the point at which (a)
such sufficient vendor- specific objective evidence does exist or (b) all elements of the arrangement have been delivered.
Revenue in respect of arrangements with multiple deliverables is recognised as per EITF 00-21 “Revenue arrangements
with multiple deliverables” or SOP 97-2 “Software Revenue Recognition” under which the entire arrangement is separated
into different units of accounting based on objective and reliable evidence of fair value/vendor-specific objective evidence
of fair value, and revenues are recognised over the term of the contract where the fair value of multiple items is determinable.
For arrangements where fair value of undelivered items is not determinable, all revenues are generally deferred until the
period(s) over which the last undelivered item is delivered. Additionally, under US GAAP any upfront fees received are
recognised over the period of the related contract.
Further, under US GAAP, refundable fees of PSI NV are recognized once all contractual obligations are completed, while
milestone based recognition principles are used under Indian GAAP.
3. Export incentives
The Company is entitled to certain export incentives at the time of export of specified goods. These incentives entitle the
Company to import certain other specified goods without payment of any import duties. Under Indian GAAP, the value of
these incentives is recorded at the time of export. However, as the entitlements are not transferable and can be utilized only
through subsequent imports of specified goods, under US GAAP the benefit of the entitlements are recognized at the time
of the subsequent import by recording the imported goods at their import price that excludes any duties. During the year
ended March 31, 2005, the Company recognized Rs. 122.06 million of entitlements under “Target Plus Scheme”, issued by
the Director General of Foreign Trade through a credit to “Other operating income” at the time of export.
4. Foreign currency differences and derivates
The Company has entered into forward foreign exchange contracts, currency swaps and interest rate swaps where the
counter party is a bank. Under Indian GAAP, premium on forward contracts is recognized as income or expenditure over the
life of the related contract. Further, gains/ losses on currency swaps and interest rate swaps are accounted upon their
realization. Under US GAAP, these derivative instruments are marked-to-market and the resultant gains/ losses are recognized
immediately in the income statement.
During the year ended March 31, 2006 and March 31, 2007, certain Foreign Currency Convertible Bonds were converted
into equity shares. These conversions were recorded under US GAAP based on exchange rate on the date of conversion,
while under Indian GAAP, these were recorded based on the exchange rate prevailing on the date of original issuance.
5. Debt initiation, premium amortization and redemption
Under Indian GAAP, loan origination costs are charged to the profit and loss account when incurred. Under US GAAP, loan
origination costs are amortized as an adjustment of interest expense over the term of the related loan. Further, the loan
origination costs in respect of Foreign Currency Convertible Bond (FCCB) raised during year ended March 31, 2005, March
31, 2006 and March 31, 2007 have been debited to share premium account under Indian GAAP. However, under US GAAP,
these loan origination costs are amortized as an adjustment of interest expense over the term of the FCCB. Under Indian
GAAP, share premium account has been utilized for accruing the premium of 13.70%, 38.38% and 42.429% payable on
redemption of USD 35 million FCCB, USD 75 million FCCB and USD 200 million FCCB respectively, however the same has
been recognized through the income statement under US GAAP.
6. Fixed assets and depreciation
Under Indian GAAP, certain indirect expenses incurred during the construction period are capitalized, whereas these costs
are expensed as incurred under US GAAP. Borrowing costs which qualify for capitalization under SFAS No. 34 “Capitalization
of Interest Cost” are being capitalized under US GAAP since inception. However, under Indian GAAP these costs are being
capitalized only with effect from April 1, 1997.
Under Indian GAAP, the Company depreciates its fixed assets in accordance with the rates and in a manner prescribed in
Schedule XIV to the Companies Act, 1956. However, for the purposes of US GAAP, the Company depreciates the fixed
assets based on their useful lives.
The Company had capitalized certain exchange differences arising on foreign currency denominated borrowings as part of
fixed assets under Indian GAAP during the year ended March 31, 2006 which have been reversed during this year. Under US
GAAP, these exchange differences were charged to the income statement during the year ended March 31, 2006.
These differences in carrying value of fixed assets and differences in useful lives have consequently resulted in income
statement differences.
7. Income taxes
Deferred tax expense under US GAAP differs from Indian GAAP primarily due to GAAP differences of a temporary nature.
Difference between Indian GAAP and US GAAP also arise due to the manner of reversals of certain temporary differences,
deferred taxes on inter-company transactions and recognition of deferred taxes on carry-forward losses.

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8. Deferred revenue expenditure
Voluntary staff termination benefits paid are amortized over a period of 3 years under Indian GAAP. Under US GAAP, these
benefits are expensed off in the periods in which the employees accept the offer and costs can be reasonably estimated.
9. Research and development expenditure
The Company has incurred certain costs on the research and process development of Active Pharmaceutical Ingredients
(API’s), Dossiers and Abbreviated New Drug Applications (ANDA’s) during the years ended March 31, 2005, March 31, 2006
and March 31, 2007 which have been capitalized under Indian GAAP. However, as per FAS 2 “Accounting for Research and
Development Costs” all research and development costs covered by FAS 2 are charged to expense as incurred.
10. Employee stock option plans
Under Indian GAAP, the excess of market price of underlying equity shares as of the date of the grant of options over the
exercise price of the options given to employees under employee stock option plans is recognized as deferred stock
compensation cost and amortised over the vesting period, on a straight line basis. Since the market price on the date of
grant and the exercise price were same, no compensation cost has been recognized under Indian GAAP.
Under US GAAP, in December 2004, the FASB issued FAS 123R, “Share-Based Payment”, which requires that employee
equity awards be accounted for using the grant-date fair value based method. The Company adopted SFAS 123R in the
year ending March 31, 2007 using the modified prospective method and the compensation cost has been accounted for
accordingly.
11. Minority interest
This reflects the impact of the US GAAP adjustments on the minority interest of the subsidiaries and differences due to the
different acquisition dates used for consolidation. Minority interest in Jubilant Biosys Limited and Jubilant Pharma NV are
reduced to zero, therefore only losses until that point are allocated to the minority.

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NOTES

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NOTES

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