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You can view the entire text of Notes to accounts of the company for the latest year

BSE: 539523ISIN: INE540L01014INDUSTRY: Pharmaceuticals

BSE   ` 4901.50   Open: 4874.50   Today's Range 4862.05
4935.00
+30.10 (+ 0.61 %) Prev Close: 4871.40 52 Week Range 3211.05
5519.10
Year End :2023-03 

1.    Addition to Property, Plant and Equipment includes items aggregating ? 90.6 Million (For the year ended 31 March 2022 ?111.2 Million) located at Research and Development Centres of the Company.

2.    Capital work in progress comprises expenditure in respect of various plants in the course of construction/expansion. Total amount of Capital work in progress is ? 1,851.0 Million as at 31 March 2023 (31 March 2022: ?2,324.5 million). This amount also includes capitalized borrowing costs related to the construction of various plants of? 19.8 Million (For the year ended 31 March 2022: ?5.9 Million).

3.    Refer Note 3.26(b)(1) for contractual commitments with respect to property, plant and equipments.

4.    Exclusive charge by way of hypothecation over the whole of the movable properties (save and except current assets) including its movable plant and machinery, machinery spares, tools and accessories and other movable assets, both present and future subject to a maximum value of?2,150 Million - situated at Daman and Sikkim in India against issuance of Stand by letter of credit required for loan of US $ 20.0 million advanced by Banco de Chile to Ascend Laboratories SpA, Chile, a wholly owned subsidiary of the Company and US $ 5.0 million advanced to PharmaNetwork SpA, Chile, a wholly owned subsidiary of Ascend Laboratories SpA, Chile.

5.    During the year ended 31 March 2023 and 31 March 2022, certain assets, which were categorised as assets held for sale previously have been reclassified to Property, Plant and Equipment and the balance of leasehold land has been transferred to Right of use asset pursuant to IND AS 116.

2)    During the year, the Company has contributed by way of capital contribution:

a)    '232.4 Million in wholly owned subsidiary in Philippines viz, "Alkem Laboratories Corporation".

b)    '2,500.0 Million in subsidiary in India viz, "Enzene Biosciences Limited"

3)    During the previous year, the Company had invested '400.0 million in ABCD Technologies LLP with an objective to digitize healthcare infrastructure in India towards facilitating good distribution practices, inter alia, in support of the National Digital Health Mission of Government of India. As at 31 March 2023, the Company had a 6.45% share of profit/loss and voting rights.

4)    During the current year, the Company has invested ' 150.0 million in Eyestem Research Private Limited with an objective to create a global and scalable cell therapy platform to treat opthalmic diseases.

5)    Provision for impairment in value of investments relates to impairment loss of ' 127.8 Million with respect to investment in Alkem Laboratories Corporation, Philippines.

During the year ended 31 March 2016, pursuant to the approval of the Board of Directors in its meeting held on 9 March 2016, the Company in order to focus on its core business activities and for other commercial reasons, restructured its investment in Avenue Venture Real Estate Fund ("Fund") by entering into an Option Agreement with Mr. Tushar Kumar, which was in force for a period of 2 years from the execution date i.e 10 March 2016, for grant of unconditional option exercisable without restriction at the option of the option holder to purchase the trust units held by the Company in the Fund at an option price of 102% of the fair market value of each trust unit as on the exercise date. The Option Agreement was subsequently renewed for a period of 2 years by executing First Supplementary agreement and Second Supplementary agreement till 9 March 2020 and 9 March 2022 respectively. During the previous year, the Company had renewed the said Option Agreement, by executing a Third Supplementary Agreement, as approved in its Board meeting held on 4 February 2022 for a further period of 2 years valid till 9 March 2024.

The company offsets tax assets and liabilities only if it has a legally enforceable right to set off tax assets and tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority.

Significant management judgement is required in determining provision for income tax, deferred tax assets and liabilities and recoverability of deferred tax assets.

(b) Rights, preferences and restrictions attached to Equity Shares:

The Company has issued one class of equity shares with voting rights having a par value of ' 2 per share. Each shareholder is eligible for one vote per share held. The Company declares dividend in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the Shareholders in the ensuing Annual General Meeting.

On winding up of the Company, the holders of equity shares will be entitled to receive residual assets of the Company remaining after distribution of all preferential amounts in proportion to the number of equity shares held by the shareholders.

Secured:

Loans repayable on demand from Banks include:

1.    Overdrafts from banks ' 1,193.1 Million (31 March 2022: '10,100.7 Million) are secured against pledge of fixed deposits with the banks.

2.    Overdraft Facilities carry a rate of interest ranging between 5.25% to 8.20% p.a., computed on a monthly basis on the actual amount utilized, and are repayable on demand.

Unsecured:

3.    Packing Credit in Foreign Currencies of ' 10,065.8.Million (31 March 2022: '12,354.5 Million) are repayable on demand carries Interest rate in the range of 0.30% to 5.97%.

3.26 Contingent Liabilities and Commitments

a) Contingent Liabilities not provided for

(' in million)

S,r' Particulars No.

As at

31 March 2023

As at 31 March 2022

Claims against the Company not acknowledged as debt:

 

(i) Central Excise and service tax demands disputed in appeal {advances paid in dispute ' 12.6 Million (31 March 2022: '8.3 Million)}

177.8

181.8

(ii) Sales Tax / Goods and Service tax demands disputed in appeal {advances paid in dispute ' 61.4 Million (31 March 2022: '57.6 Million)}

632.3

554.7

(iii) Custom duty demand disputed in appeal {advances paid in dispute ' 5.3 Million (31 March 2022: '5.3 Million)}

52.8

52.8

(iv) Income Tax demands disputed in appeal {advances paid in dispute ' 123.7 Million (31 March 2022: '123.7 Million)}

39.5

39.5

(v) Other matters:

a.    In relation to purchase commitments : ' 968.1 Million (31 March 2022: '968.1 Million)

b.    Supply of Goods: ' 0.5 Million (31 March 2022: '0.5 Million)

c.    In relation to CCI: '746.3 Million (31 March 2022: '746.3 Million)

1,714.9

1,714.9

Total

2,617.4

2,543.7

Management considers that service tax, excise duty, sales tax/ Goods and service tax, custom duty and income tax demands received from the authorities are not tenable against the Company, and therefore no provision for these tax contingencies have been made.

The Company has reviewed all its pending litigations and proceedings and has adequately provided for, where provisions are required and disclosed as contingent liabilities wherever applicable, in its financial statements. The Company does not expect the outcome of these proceedings to have a material adverse effect on its financial statements.

b)

Commitments

 

(' in million)

Sr.

No.

Particulars

As at

31 March 2023

As at 31 March 2022

1

Estimated amount of contracts remaining to be executed on Capital Accounts -advance paid ' 7.8 Million (31 March 2022: '23.0 Million)

320.5

850.4

2

Calls in Respect of Partly paid up shares issued by a subsidiary Company

15.2

14.9

3

Uncalled/ Unpaid contribution towards investment in funds (Refer note.3.2)

203.7

192.8

4

Other Commitments: Commitment towards research and development - EUR 0.0625 Million (31 March 2022: EUR 0.0625 Million)

5.6

5.3

5

Pending Export Obligation under advance licence / EPCG Scheme

74.2

12.7

3.27 Dues to Micro and Small enterprises

Under the Micro, Small and Medium Enterprises Development Act, 2006, (MSMED) which came into force from 2 October 2006, certain disclosures are required to be made relating to Micro and Small enterprises. On the basis of the information and records available with the Management, the outstanding dues to the Micro and Small enterprises as defined in the MSMED as set out in following disclosure.

The above information regarding Micro and Small Enterprises has been determined on the basis of information available with the Company basis the details provided by the enterprises.

3.28 Disclosure of Employee Benefits as per Indian Accounting Standard 19 is as under:

i) Defined contribution plans:

The Company makes contributions towards provident fund. The Company is required to contribute a specified percentage of salary cost to the Government Employee Provident Fund, Government Employee Pension Fund, Employee Deposit Linked Insurance and Employee State Insurance, which are recognised in the Statement of Profit and Loss on accrual basis. Eligible employees receive the benefits from the said funds. Both the employees and the Company make monthly contribution to the said funds plan equal to a specific percentage of the covered employee's salary. The Company has no obligations other than to make the specified contributions.

ii) Defined benefit plan:

The Company earmarks liability towards unfunded Gratuity and Compensated absences and provides for payment to vested employees as under:

a)    On Normal retirement/ early retirement/ withdrawal/resignation:

As per the provisions of Payment of Gratuity Act, 1972 with vesting period of 5 years of service.

b)    On death in service:

As per the provisions of Payment of Gratuity Act, 1972 without any vesting period.

The most recent actuarial valuation of the present value of the defined benefit obligation for gratuity was carried out as at 31 March 2023 by an independent actuary. The present value of the defined benefit obligations and the related current service cost and past service cost, were measured using the Projected Unit Credit Method.

Discount rate: The discount rate is based on the prevailing market yields of Indian government securities as at the balance sheet date for the estimated term of the obligations.

Salary Escalation Rate: The estimates of future salary increases, considered in actuarial valuation, takes into account the inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market.

3.34    Segment Reporting

The Company has presented data relating to its segments in its consolidated financial statements. Accordingly, in terms of paragraph 4 of the Indian Accounting Standard 108 (IND AS-108) "Segment Reporting", no disclosures related to segments are presented in the standalone financial statements.

3.35    Information on related party transactions as required by Indian Accounting Standard 24 (Ind AS 24) on related party disclosures.

The Company's prinicipal related parties consist of its subsidiaries (Refer list below), Key Managerial Personnel ("KMP"), relatives of KMP and entities in which KMP and their relatives have significant influence ("Affiliates"). The Company's material related party transactions and outstanding balances are with related parties with whom the Company routinely enters into transactions in the ordinary course of business.

D) Entities in which Key Managerial Personnel's and their relatives have significant influence and with whom transactions have taken place during the year ("Affiliates"):

M/s Galpha Laboratories Ltd (upto 25 August 2022)., M/s. Samprada and Nanhamati Singh Family Trust, Legal heirs of Late Mr. Balmiki Prasad Singh, Legal heirs of Late Mr. Dhananjay Kumar Singh, Sureet Propkem Private Limited

Based on the recommendation of the Nomination and Remuneration Committee, all decisions relating to the remuneration of the directors are taken by the Board of Directors of the Company, is in accordance with shareholders' approval.

All related party transactions are made in the normal course of business and on terms equivalent to those that prevail in an arm's length transactions.

d) The Company has issued corporate guarantee to its wholly owned subsidiary, Pharmacor Pty Limited, Australia amounting to '275.1 Million (AUD 5 Million) (31 March 2022: '283.7 Million (AUD 5 Million)), Ascend Laboratories SpA, Chile amounting to '164.3 Million (USD 2 Million) (31 March 2022: '151.6 Million (USD 2 Million)), Pharma Network SpA (Wholly owned by Ascend Laboratories SpA), Chile amounting to '205.4 Million (USD 2.5 Million) (31 March 2022: '189.5 Million (USD 2.5 Million)) and Enzene Biosciences Limited amounting to '500.0 Million (31 March 2022: '500.0 Million) in respect of loan taken to meet working capital requirements and Ascend Laboratories LLC amounting to '4,108.5 million (USD 50.0 Million) (31 March 2022: ' Nil (USD Nil)).

3.36 Financial instruments - Fair values and risk management

A. Accounting classification and fair values

The Company uses the following hierarchic structure of valuation methods to determine and disclose information about the fair value of financial instruments:

Level 1: Observable prices in active markets for identical assets and liabilities;

Level 2: Observable inputs other than quoted prices in active markets for identical assets and liabilities;

Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities

B. Measurement of fair values

The Management assessed that cash and bank balances, trade receivables, trade payables, cash credit and other financial assets

and liabilities approximate their carrying amounts due to short-term maturities of these instruments.

The following methods and assumptions were used to estimate the fair value :

a)    Level 1: The fair value of the quoted investments/units of mutual fund scheme are based on market price/net asset value at the reporting date.

b)    Level 2: The fair value of financial instruments that are not traded in an active market (i.e. venture capital funds) is determined using valuation techniques which maximize the use of observable market data and rely as little as possible on company specific estimates.

c)    Level 3: The fair value of the remaining financial instrument is determined using discounted cash flow analysis. The discount rates used are based on management estimates.

There have been no transfers between Level 1 and Level 2 during the year.

Level 3 fair values

Reconciliation of Level 3 fair values

The following table shows a reconciliation from the opening balances to the closing balances for Level 3 fair values of Investment in Avenue Venture Real Estate Fund.

Transfer out of Level 3

There has been no transfer out of Level 3 during the year.

Sensitivity analysis

For the fair values of Avenue Venture Real Estate Fund investment possible changes at the reporting date to one of the significant unobservable inputs, holding other inputs constant, would have the following effects.

The Company has exposure to the following risks arising from financial instruments:

•    Credit risk ;

•    Liquidity risk ; and

•    Market risk

Risk management framework

The Company's Board of Directors have overall responsibility for the establishment and oversight of the Company's risk management framework. The Board of Directors have established a Risk Management Committee, which is responsible for developing and monitoring the Company's risk management policies. The committee reports regularly to the Board of Directors on its activities.

The Company's risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to the limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company's activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

The Audit Committee oversees how management monitors compliance with the Company's risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The Audit Committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the Audit Committee.

i. Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Company is exposed to credit risk from its operating activites (primarily trade receivables) and from its financing/investing activities, including investments in debt securities, deposits with banks, equity securities and venture capital and mutual fund investments. The Company has no significant concentration of credit risk with any counterparty.

The carrying amount of following financial assets represents the maximum credit exposure:

Trade receivables

Trade receivables are consisting of a large number of customers. The Company's exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the factors that may influence the credit risk of its customer base, including the default risk of the industry and country in which customers operate.

The Risk Management Committee has established a credit policy under which each new customer is analysed individually for creditworthiness before the Company's standard payment and delivery terms and conditions are offered. The Company's review includes external ratings, if they are available, and in some cases bank references. Sale limits are established for each customer and reviewed quarterly.

At 31 March 2023, the carrying amout of the Company's most significant customer (Ascend Laboratories LLC, its wholly owned step-down subsidiary) is '8,107.0 million (31 March 2022: '9,255.2 million)

Impairment

As per simplified approach, the Company makes provision of expected credit losses on trade receivable using a provision matrix to mitigate the risk of default payment and make appropriate provision at each reporting date wherever required.

Refer note 3.8 for ageing of trade receivables that were not impaired.

Loans to subsidiaries

The Company has an exposure of '3.2 million as at 31 March 2023 (31 March 2022: '98.3 million) for loans given to subsidiaries. Such loans are classified as financial asset measured at amortised cost.

The Company did not have any amounts that were past due but not impaired at 31 March 2023 or 31 March 2022. The Company has no collateral in respect of these loans.

Investments, Cash and Cash Equivalents and Bank Deposits

Credit risk on cash and cash equivalents, deposits with banks is generally low as the said deposits have been made with the banks who have been assigned high credit rating by international and domestic credit rating agencies.

Investments of surplus funds are made only with approved financial institutions. Investments primarily include investments in subsidiaries, mutual funds, venture capital funds, investment in equity of other companies /LLP, quoted bonds and non-convertible debentures. These mutual funds and counterparties have low credit risk.

Total non-current and current investments as at 31 March 2023 is '30,055.5 million (31 March 2022: '25,286.0 million)

Debt securities

The Company has an exposure of '1,973.3 million as at 31 March 2023 (31 March 2022: '164.4 million) for debt securities classified as financial asset measured at amortised cost. All the debt securities have been issued by companies registered in India in Indian Rupees.

There has been no allowance for impairment in respect of such debt securities - financial asset measured at amortised cost till 31 March 2023.

The Company did not have any debt securities that were past due but not impaired at 31 March 2023 or 31 March 2022. The Company has no collateral in respect of these investments.

ii. Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company's approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation.

The majority of the Company's trade receivables are due for maturity within 21 - 60 days from the date of billing to the customer. Further, the general credit terms for trade payables are approximately 45 - 60 days. The difference between the above mentioned credit period provides sufficient headroom to meet the short-term working capital needs for day-to-day operations of the Company. Any short-term surplus cash generated, over and above the amount required for working capital management and other operational requirements, are retained as Cash and Investment in short term deposits with banks. The said investments are made in instruments with appropriate maturities and sufficient liquidity.

Exposure to liquidity risk

The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include estimated interest payments and exclude the impact of netting agreements.

iii. Market risk

Market risk is the risk that changes in market prices - such as foreign exchange rates, interest rates and equity prices - will affect the Company's income or the value of its holdings of financial instruments. Market risk is attributable to all market risk sensitive financial instruments including foreign currency receivables and payables and long term debt. Company is exposed to market risk primarily related to foreign exchange rate risk, interest rate risk and the market value of its investments. Thus, the exposure to market risk is a function of investing and borrowing activities and revenue generating and operating activities in foreign currency. The objective of market risk management is to avoid excessive exposure in our foreign currency revenues and costs.

Currency risk

The Company is exposed to currency risk on account of its borrowings, other payables, receivables and loans and advances in foreign currency. The functional currency of the Company is Indian Rupee. The Company has exposure to EUR, GBP, USD, AUD, CAD, KES, CNY, NPR, AED and CHF. The Company has formulated hedging policy for monitoring its foreign currency exposure.

Exposure to currency risk

The currency profile of financial assets and financial liabilities as at 31 March 2023, 31 March 2022 in there respective currencies are as below (absolute values):

Alkem Laboratories Ltd.

<t>

ALKEM


Notes

to the standalone financial statements for the year ended 31 March 2023

3.36 Financial instruments - Fair values and risk management (Continued)

iii. Market risk (Continued)

For the purpose of financial statement reporting, the currency exposure are measured at the following year-end exchange rates.

(' in million)

INR

Year-end spot rate

31 March 2023

31 March 2022

EUR

89.44

84.22

GBP

101.65

99.46

USD

82.17

75.79

AUD

55.03

56.74

CNY

11.95

11.94

CAD

60.67

60.49

KES

0.62

0.66

NPR

0.62

0.61

AED

22.37

20.64

CHF

89.58

82.03

Sensitivity analysis

A reasonably possible strengthening / (weakening) of the Indian Rupee against various foreign currencies at March 31 would have affected the measurement of financial instruments denominated in foreign currencies and affected equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant.

(' in million)

Effect ' in Million

Profit or (loss) before tax

Strengthening

Weakening

10% movement

 

31 March 2023

 

EUR

(8.6)

 

8.6

GBP

28.2

 

(28.2)

USD

(91.2)

 

91.2

AUD

17.6

 

(17.6)

CNY

(0.0)

 

0.0

CAD

0.9

 

(0.9)

KES

0.0

 

(0.0)

NPR

0.0

 

(0.0)

AED

(0.0)

 

0.0

CHF

(0.1)

 

0.1

 

(53.2)

 

53.2

(' in million)

Effect ' in Million

Profit or (loss) before tax

Strengthening

Weakening

10% movement

31 March 2022

EUR

(0.4)

 

0.4

GBP

29.3

 

(29.3)

USD

(212.7)

 

212.7

AUD

57.6

 

(57.6)

CAD

1.0

 

(1.0)

KES

0.0

 

(0.0)

CHF

(0.1)

 

0.1

 

(125.3)

 

125.3

182 Annual Report 2022-23

Interest rate risk

Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is the risk of changes in fair values of fixed interest bearing investments, borrowings and loans because of fluctuations in the interest rates. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing investments, borrowings and loans will fluctuate because of fluctuations in the interest rates.

Interest rate sensitivity - fixed rate instruments

The Company's fixed rate borrowings and fixed rate bank deposits are carried at amortised cost. They are therefore not subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flow will fluctuate because of a change in market interest rates.

Interest rate sensitivity - variable rate instruments

A reasonably possible change of 5% in interest rates at the reporting date would have increased (decreased) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency exchange rates, remain constant.

3.37 Capital management

The Company's policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. Management monitors the return on capital as well as the level of dividends to ordinary shareholders.

The Company monitors capital using a ratio of 'adjusted net debt' to 'total equity' For this purpose, adjusted net debt is defined as total liabilities, comprising interest-bearing loans and borrowings and obligations under finance leases, less cash and cash equivalents. Adjusted equity comprises all components of equity.

3.39 The gross amount required to be spent by the Company on Corporate Social Responsibility ("CSR") as per section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 during the year is ' 330.5 million (Previous Year : '276.0 million) The Company has spent an amount of '124.2 Million (Previous year: ' 77.0 Million) towards the CSR obligation of the Company and an amount of '206.3 Million (Previous Year: ' 200.0 Million) was transferred to the "Unspent CSR Account" towards the ongoing projects initiated by the Company towards CSR as per the approved CSR policy of the Company on healthcare, women empowerment, education, sanitation, conservation of environment, rural development.

Above spend includes a transfer of '130.9 million (Previous Year : '73.2 million) to Alkem Foundation, a subsidiary of the Company, which is a Section 8 registered company under Companies Act, 2013, with the main objectives of working in the areas of social, economic and environmental issues such as healthcare, women empowerment, education, sanitation, conservation of environment, rural development and enable the less privileged segments of the society to improve their livelihood by enhancing their means and capabilities to meet the emerging opportunities.

# Subsequent to 31 March 2023, an amount of '206.3 million (Previous year: 200.0 million has been transferred to the separate CSR Unspent account on 29 April 2023 (Previous year: 28 April 2022) in accordance with the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 rules.

3.40 Government Grant

The Company is eligible for government grants which are conditional upon construction of new factories in the Sikkim region. One of the grants, received in FY 2014-15 amounted to ' 72.4 million with respect to the Kumrek facility. The factory has been constructed and in operation since August 2007. The second grant is with respect to Samardung facility in Sikkim amounting to '122.1 million for which the Company has received the claim amount in FY 2018-19. The factory has been constructed and in operation since October, 2012. The third grant is with respect to AHS-3 facility in Sikkim amounting to ' 30.6 million for which the Company has received the approval but yet to receive the amount as on 31 March 2023. These grants, recognized as deferred income, is being amortized over the useful life of the plant and machinery in proportion to the related depreciation expense. The unamortised grant as on 31 March 2023 amounts to '81.3 million (Previous year: '71.9 million), the breakup of which is as below:

3.42 No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entities ("Intermediaries") with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries). The Company has not received any fund from any party with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.