Professional Documents
Culture Documents
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]
* 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.
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:-
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
Annexure-A
Details as per Regulation 12 of SEBI (ESOP & ESPS) Guidelines, 1999
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.
A. CONSERVATION OF ENERGY
• Reduction of Light Diesel Oil (LDO) consumption for 3-cyano pyridine production by heat recovery.
• Rerouting of high-pressure steam for additional power generation using Low Pressure steam in place of High
Pressure steam in Pyridine Plant.
• 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.
• 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.
• Reduction of power by VFD implementation in the Plant 4 and Plant 5 in the following areas:-
• 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.
(b) Additional investment and proposals if any being implemented for reduction of consumption of energy
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.
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.
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
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.
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.
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:
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:
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.
The above chart is based on the monthly closing prices of the shares of the Company and monthly closing BSE
Sensex.
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.
(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.
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.
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
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.
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.
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.
Place : Noida
Date : April 27, 2007
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.
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.
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
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
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
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
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
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.
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.
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)
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.
C. LOANS
Secured
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
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;
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
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
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
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.
(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.
(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)
I. MISCELLANEOUS EXPENDITURE
(to the extent not written off or adjusted)
Payments under Voluntary Retirement Scheme 40.85 32.20
40.85 32.20
(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
(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.
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.
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.
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
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.
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
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
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:
(Rs. in million)
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.
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
- Subsidiaries
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
Mr. Shyam S. Bhartia, Mr. Hari S. Bhartia, Mr. S.N. Singh, Mr. Shyam Bang, Dr. J.M. Khanna, Mr. R. Sankaraiah
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
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.
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. (D) Value of imported and indigenous raw materials, stores and spare parts consumed and percentage thereof for the
year
2006-2007 2005-2006
(B) Profit for Diluted Earnings Per Share of Re 1 each Rs. in million 2,316.13 1,395.17
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.
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
I. Registration Details
Registration No. 2 0 4 6 2 4 State Code 2 0
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
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
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.
B R Goyal
Place : Noida Partner
Date : 27th April, 2007 Membership No. 12172
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
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
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
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
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
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.
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.
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
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.
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;
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
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
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)
Current Investments
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.
(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).
(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)
I. MISCELLANEOUS EXPENDITURE
(to the extent not written off or adjusted)
Payments under Voluntary Retirement Scheme 40.85 32.20
40.85 32.20
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)
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
(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.
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.
Jubilant Biosys Ltd. India Drug Discovery & Development Services 66.98%
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
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
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.
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.
(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
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.
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.
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
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.
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
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
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.
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
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.#
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
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
Income before income taxes and minority interest 1,023.37 1,122.48 1,697.19 39.38
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.
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