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Directors Report of Glenmark Pharmaceuticals Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 37th Annual Report and Audited Accounts of the Company for the year ended 31 March 2015. The standalone audited figures for the current year under review and the previous year are not comparable as the current year figures include figures of Glenmark Generics Limited and Glenmark Access Limited which amalgamated with the Company, the appointed date being 1 April 2014.

Financial Results

(Rs. in Million)

2014- 2013- Particulars 2014- 2013- 2015 2014 2015 2014

Standalone Consolidated

Indian Indian IFRS IFRS GAAP GAAP

13,536.19 5,266.11 Profit before 10,429.82 10,956.21 Finance Costs, Depreciation & Taxes

26.14 (55.13) Less: Finance 1,887.19 1,819.50 Costs (Net)

1,194.60 302.00 Less: Depreciation 2,599.80 2,167.95 and amortization

2,240.20 681.00 Less: Tax 1,190.43 1,512.73 (Current Year & Deferred Tax)

10,075.25 4,338.24 Profit after Tax 4,752.40 5,456.03

The Company has not transferred any amount out of the profit of the year to the General Reserves.

Dividend

Your Directors recommend a Dividend of 200% (Rs. 2 per equity share of Rs. 1 each) to be appropriated from the profits of the year 2014 - 2015 subject to the approval of the shareholders at the ensuing Annual General Meeting. The dividend will be paid in compliance with applicable regulations. The dividend, if approved, will result in an outflow of Rs. 656.10 million (including dividend tax).

Results of Operations

On Standalone basis the Company achieved gross revenue of Rs. 51,677.30 million and the Standalone operating profit before finance costs, depreciation & tax was Rs. 13,536.19 million. As mentioned above, the standalone audited figures for the current year are not comparable with that of the previous year.

On Consolidated basis the Company achieved a gross revenue of Rs. 66,297.52 million and the Consolidated operating profit before finance costs, depreciation & tax was Rs. 10,429.82 million as compared to Rs. 10,956.21 million in the previous year.

Amalgamation of Glenmark Generics Limited and Glenmark Access Limited with the Company

The Board of Directors at their meeting held on 31 January 2014 had approved the amalgamation of its subsidiaries Glenmark Generics Limited and Glenmark Access Limited ("Transferor Companies") with the Company in accordance with the provisions of Sections 391 to 394 of the Companies Act, 1956 with the Appointed date being 1 April 2014, subject to the sanction/approval of the High Court of Judicature at Bombay, Mumbai ("The High Court") and other appropriate regulatory authorities. The High Court had vide its order dated 20 March 2015 approved the amalgamation and the Company had filed the copy of the order with the Registrar of Companies, Mumbai on 10 April 2015 being the effective date.

Corporate Governance

Your Company believes Corporate Governance is at the core of stakeholder satisfaction. Your Company's governance practices are described separately in this Annual Report. Your Company has obtained a certification from S. S. Rauthan & Associates, Practising Company Secretaries on our compliance with Clause 49 of the Listing Agreement with Indian Stock Exchanges. This certificate is attached to the Report on Corporate Governance.

Directors

Mrs. Cherylann Pinto retires by rotation at ensuing Annual General Meeting and being eligible offers herself for re-appointment. The Board of Directors have recommended her re-appointment for consideration of the Shareholders. All Independent Directors have declared that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Mr. Hocine Sidi Said resigned as a Board Member w.e.f. 25 November 2014 due to his other commitments. The Board placed on record its sincere appreciation for his valuable guidance and contribution during his tenure as a Board Member.

Subsidiaries, Joint Ventures and Associate Companies

As per Section 129(3) of the Companies Act, 2013 and the Listing Agreement, the Consolidated Financial Statements of the Company and all its subsidiaries for the year ended 31 March 2015 prepared in accordance with International Financial Reporting Standards as permitted by SEBI forms a part of the Annual Report. Further in terms of the first proviso of Section 129(3) of the Act and Rules 5 and 8(1) of the Companies (Accounts) Rules, 2014 a statement containing the salient features, performance and financial position of the subsidiaries in the prescribed Form AOC-1 is appended herewith as Annexure I to this Report.

The policy for determining material subsidiaries may be accessed on the Company's website at the link: http://www.glenmarkpharma. com/UITemplate/HtmlContainer.aspx?res=P GLN Rightslug

The Audited Accounts of the subsidiaries together with its Board's Report and Auditors' Report are available for inspection of members on any working day at the Corporate Office of the Company between 11 a.m. to 1 p.m.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report on the operations of the Company, as required under the Listing Agreement with the stock exchanges is provided in a separate section and forms a part of this report.

Particulars of Contract or Arrangements with Related Parties

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 in the prescribed form AOC-2, is appended herewith as Annexure II to this report.

The policy on materiality of related party transactions and dealing with related party transactions may be accessed on the company's website at the link: http://www.glenmarkpharma.com/UITemplate/ HtmlContainer.aspx?res=P GLN Rightslug

Auditors and Auditors Report Statutory Auditors

The Auditors, M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N), retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed. In terms of the provisions of Section 139 of the Companies Act, 2013, the Auditors need to be appointed for a term of 5 years so as to hold office from the ensuing Annual General Meeting till the conclusion of the Sixth Annual General Meeting subject to ratification by the members at each Annual General Meeting. The proposal for their re-appointment is included as Item No. 4 of the Notice convening the Annual General Meeting.

The Auditors Report does not contain any qualification, reservation or adverse remarks.

Cost Auditors

Your Directors, on the recommendation of the Audit Committee have re-appointed Sevekari, Khare & Associates (Registration No. 000084) as Cost Auditors to audit the cost records of the Company for the Financial Year 2015-2016 at a remuneration of Rs. 1.15 million.

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Rules 2014, as amended from time to time, the cost audit records maintained by the Company are required to be audited. In terms of the provisions of the Companies Act, 2013, the remuneration payable to them is required to be ratified by the Shareholders at the ensuing Annual General Meeting and accordingly, a resolution seeking your ratification has been included as Item No. 5 of the Notice convening the Annual General Meeting. The Cost Audit Report for the F.Y. 2013-14 has been filed on 22 August 2014.

Secretarial Auditor

The Board had appointed S.S. Rauthan & Associates, Practising Company Secretaries, to conduct Secretarial Audit for the F.Y. 2014-15. The Secretarial Audit Report for the financial year ended 31 March 2015 is appended herewith as Annexure III to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks.

Changes in Capital Structure

Issue of shares on exercise of Employees' Stock Options

During the year, we allotted 70,900 Equity Shares of Rs. 1/- each (on pari passu basis) on the exercise of stock options by the eligible employees of the Company and its subsidiaries under the 2003 Employee Stock Option Scheme. As a result of this, the outstanding issued, subscribed and paid-up equity shares increased from 271,223,653 to 271,294,553 shares as at 31 March 2015.

Employee Stock Option Scheme

The information in compliance with Clause 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme) and (Employee Stock Purchase Scheme) Guidelines, 1999, as amended are appended herewith as Annexure IV to this Report.

No employee was issued Stock Options during the year. As on 31 March 2015 there are 164,800 options outstanding.

On exercising the convertible options so granted, the paid-up equity share capital of the Company will increase by a like number of shares.

Listing at Stock Exchanges

The Equity shares of your Company continue to be listed on Bombay Stock Exchange Ltd. and The National Stock Exchange of India Ltd.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules 2014 is appended herewith as Annexure V to this Report.

Particulars of Employees

Information as required under the provisions of Section 197(12) of the Companies Act, 2013 read together with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended herewith as Annexure VI to this report.

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is appended herewith as an Annexure forming part of this Report.

Corporate Social Responsibility (CSR)

The report on the CSR activities undertaken by the Company in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014 including the composition of the CSR Committee is appended herewith as Annexure VII to this Report.

Extract of Annual Return

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the Annual Return in Form MGT-9 is appended herewith as Annexure VIII to this report.

Directors' Responsibility Statement

Pursuant to the provisions of Section 134(3) (c) and 134 (5) of the Companies Act, 2013, the directors confirm that -

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) appropriate accounting policies have been selected and applied consistently and have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March 2015 and of the profit of the Company for the year ended 31 March 2015;

(iii) proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a going concern basis;

(v) have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively;

(vi) proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

Board Performance Evaluation

The Company has devised a Performance Evaluation Framework and Policy, which sets out a mechanism for the evaluation of the Board and the Directors.

Performance evaluation of the Board and the Directors was carried out through an evaluation mechanism in terms of the aforesaid Performance Evaluation Framework and Policy.

Audit Committee

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report, which forms part of this report.

Nomination and Remuneration Policy

Our policy on the appointment of Directors including Independent Directors, Key Managerial Personnel (KMP) and senior management and the policy on remuneration of the Directors, KMP and other employees provides a referendum based on which the Human Resource Management Team plans and strategises their recruitment plans for the strategic growth of the Company. The policy is provided herewith pursuant to the provisions of Section 178(4) of the Companies Act, 2013 and Clause 49(IV) (B) (4) of the Listing Agreement.

Introduction

The Company believes that human resources as an asset are invaluable and play an integral part in the growth and success of the Company.

The Company also acknowledges that a Board with diversified expertise and experience, adequate mix of Executive and Independent Directors, provides the desired vision, governance structure and mission to the Company in order to enable it to achieve its goals.

Objective and Purpose of the Policy

In line with the requirements of the listing agreement and the Companies Act, 2013, the objectives and purpose of the policy are as under:

* To formulate the criteria for determining qualifications, competencies, positive attributes and independence for the appointment of a director and to recommend their appointment/removal;

* To lay out the remuneration principles for the directors, KMP and other employees;

* To formulate the criteria for evaluation of the Board and all the directors;

* To devise a policy on Board Diversity;

* To lay down the criteria for identifying people who can be appointed in senior management and recommend their appointment.

Terms and References:

In this Policy, the following terms shall have the following meanings:

"The Board" means the Board of Directors of the Company. "Director" means a director of a company.

"Committee" means the Nomination and Remuneration Committee as constituted or reconstituted by the Board, in accordance with the provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Equity Listing Agreement.

"Independent Director" means a director referred to in sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49(II)(B) of the Equity Listing Agreement.

"Key Managerial Personnel" (KMP) means

* the Chief Executive Officer or the Managing Director or the manager;

* the Whole-Time Director;

* the Chief Financial Officer; and

* the Company Secretary;

and such other officer as may be prescribed under the Companies Act, 2013 from time to time.

Senior Management means personnel of the Company who are members of its core management team excluding the Board and all members of the management one level below the Executive Directors.

Unless the context otherwise requires, words and expressions used in this policy and not defined herein but defined in the Companies Act, 2013 and Listing Agreement as may be amended from time to time shall have the same meaning assigned to them therein.

Policy for the appointment and removal of Directors, KMP and Senior Management:

The criteria for the appointment of Directors, KMP and Senior Management are as follows:

* The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his/her appointment.

* The candidate shall possess adequate qualification, expertise and experience for the position he/she is considered for appointment.

* The appointment of any Whole-Time Director/KMP/Senior Management shall also be governed by the prevailing employment policies of the Company.

* A Whole-Time KMP of the Company shall not hold office in more than one Company except in its subsidiary company at the same time. However, a Whole-Time KMP can be appointed as a Director in any company subject to the same being intimated to the Board or being in accordance with the policy of the Company.

* In case of an Independent Director, the proposed appointee should possess the desired attributes and should not suffer from any disqualifications as prescribed under Section 149(6) read with the relevant rules and Clause 49 (II) (B) of the equity listing agreement.

Term/Tenure:

* Managing Director/Whole-time Director:

The Company may appoint or re-appoint a person as its Executive Chairman, Managing Director or Executive Director for a term not exceeding five years at a time. No re- appointment shall be made earlier than one year before the expiry of term.

* Independent Director:

An Independent Director shall hold office for a term up to five consecutive years on the Board of the Company and will be eligible for re-appointment for another term up to five consecutive years. No Independent Director shall hold office for more than two consecutive terms. The terms and conditions of appointment will be as prescribed from time to time under the Companies Act, 2013 and the Listing Agreement.

Removal:

Due to reasons for any disqualification mentioned in the Act or under any other applicable Act, Rules and Regulations thereunder or for such other compelling reasons, the Committee may recommend to the Board with reasons recorded in writing, removal of an Independent Director, KMP or Senior Management Personnel subject to the provisions and compliance to the Act, Rules and Regulations and applicable policies of the Company.

Retirement:

The Independent Directors shall not be liable to retire by rotation. The other Directors, KMP and Senior Management Personnel shall retire as per the applicable provisions of the Act and prevailing policies of the Company. The Board will have the discretion to retain the Whole-time Directors, KMP or other Senior Management Personnel in the same position/remuneration or otherwise, for the benefit of the Company.

Policy relating to the Remuneration for the Whole-Time Director, KMP and other employees:

* The remuneration should be reasonable and sufficient in order to justify the position and responsibility and to retain the Directors;

* Relationship of remuneration to performance is clear and meets appropriate performance benchmarks;

* Remuneration to Whole-Time Directors, KMP and Senior Management Personnel and other employees involves a clear balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.

Remuneration to Whole-time Directors, KMP, Senior Management and other employees:

* Remuneration to the Directors will be determined by the Committee and recommended to the Board. The same shall be subject to the approval of the shareholders.

* Increments to the existing remuneration of the Directors shall be approved by the Committee within the overall limits as approved by the shareholders and placed before the Board.

* Increments to the existing remuneration of KMP and Senior Management will be approved by the committee and recommended to the Board.

* While determining the remuneration/ compensation/ benefits, etc. to the Whole-Time Directors, KMP and Senior Management Personnel and other employees, the Committee shall keep in mind the following criteria:

* That the remuneration is aligned with market when compared to relevant peer companies;

* Understandable and valuable to the talent the Company wishes to attract, motivate, engage and retain.

Remuneration to Non-Executive/Independent Directors:

* Sitting Fees:

Non-Executive/Independent Directors shall be paid sitting fees for attending the meetings of the Board and the Committees of which they are members. The Board may at its discretion revise the sitting fees payable to the Non-Executive/Independent Directors from time to time provided that the amount of such fees shall not exceed the limits prescribed under the Companies Act, 2013 or rules made thereunder.

Green Initiative

The Ministry of Corporate Affairs has taken the Green Initiative in Corporate Governance by allowing paperless compliances by Companies through electronic mode.

Your Company supports the Green Initiative and has accordingly decided to send all communications to its shareholders to their respective registered E-mail addresses.

Your Company appeals to you, its shareholders, who are yet to register your E-mail addresses that they take necessary steps for registering same so that you can also become a part of the initiative and contribute towards a Greener environment.

Risk Management Policy

The Company has put in place an Enterprise Risk Management Policy. The Risk register is updated at regular intervals. The details of risk management have been included in the Management Discussion and Analysis Report, which forms a part of this Report.

Human Resources

Company's industrial relations continued to be harmonious during the year under review.

Particulars of Loans, Guarantees or Investments

Particulars of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the standalone financial statements forming a part of this Annual Report.

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of Shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this report.

4. Neither the Managing Director nor the Whole-Time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Appreciation and Acknowledgements

Your Directors express their gratitude to the Company's customers, shareholders, business partners' viz. distributors and suppliers, medical profession, Company's bankers, financial institutions including investors for their valuable sustainable support and co-operation.

Your Directors commend the continuing commitment and dedication of employees at all levels.

For and on behalf of the Board of Directors

Glenn Saldanha Chairman & Managing Director

Place: Mumbai Date: 29 May 2015


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their 36th Annual Report and Audited Accounts of the Company for the year ended 31 March 2014.

Financial Results

Rs. In Million

2013-2014 2012-2013 2013-2014 2012-2013

Standalone Particulars Consolidated

Indian GAAP Indian GAAP IFRS IFRS

5,631.02 4,486.89 Profit before Finance Costs, Depreciation & Taxes 10,956.21 10,217.63

309.78 436.94 Less: Finance Costs (Net) 1,819.50 1,557.49

302.00 250.41 Less: Depreciation 2,167.95 1,270.09

681.00 (61.53) Less: Tax (Current Year & Deferred Tax) 1,512.73 1,107.15

4,338.24 3,861.07 Profit after Tax 5,456.03 6,282.90

DIVIDEND

Your Directors recommend a Dividend of 200% (Rs. 2 per equity share of Rs. 1 each) to be appropriated from the profits of the year 2013 - 2014 subject to the approval of the shareholders at the ensuing Annual General Meeting. The dividend will be paid in compliance with applicable regulations. The dividend, if approved, will result in an outflow of Rs. 634.64 million (including dividend tax).

CONSOLIDATED ACCOUNTS

As required under the Listing Agreement with the Stock Exchanges, a Consolidated Financial Statement of the Company and all its subsidiaries for the year ended 31 March 2014 prepared in accordance with International Financial Reporting Standards as permitted by SEBI forms a part of the Annual Report.

RESULTS OF OPERATIONS

On Standalone basis the Company achieved a revenue of Rs. 23,009.04 million and the Standalone operating profit before finance costs, depreciation & tax was Rs. 5,631.02 million as compared to Rs. 4,486.89 million in the previous year.

On Consolidated basis the Company achieved a revenue of Rs. 60,051.97 million and the Consolidated operating profit before finance costs, depreciation & tax was Rs. 10,956.21 million as compared to Rs. 10,217.63 million in the previous year.

CHANGES IN CAPITAL STRUCTURE

Issue of shares on exercise of Employees'' Stock Options

During the year, we allotted 3,70,000 Equity Shares of Rs. 1 each (on pari-passu basis) on the exercise of stock options by the eligible employees of the Company and its subsidiaries under the 2003 Employee Stock Option Scheme. As a result of this, the outstanding issued, subscribed and paid-up equity shares increased from 270,853,653 to 271,223,653 shares as at 31 March 2014.

Employee Stock Option Scheme

The information in compliance with Clause 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme) and (Employee Stock Purchase Scheme) Guidelines, 1999, as amended are set out in the Annexure-B to this Report.

No employee was issued Stock Option during the year. As on 31 March 2014 there are 2,82,100 options outstanding.

On exercising the convertible options so granted, the paid-up equity share capital of the Company will increase by a like number of shares.

LISTING AT STOCK EXCHANGES

The Equity shares of your Company continue to be listed on Bombay Stock Exchange Ltd. and The National Stock Exchange of India Ltd.

SUBSIDIARY COMPANIES

During the year the name of the subsidiary, Glenmark Pharmaceuticals Colombia Ltda. was changed to Glenmark Pharmaceuticals Colombia SAS.

The Ministry of Corporate Affairs had vide its General Circular No. : 2/2011 dated 8 February 2011 and 3/2011 dated 21 February 2011 granted a general exemption from the provisions of Section 212(8) of the Companies Act, 1956 in relation to the subsidiaries of the Company provided the Board of Directors of the Company by a resolution in writing give consent for not attaching the Balance Sheet, the Statement of Profit and Loss account and the annexures thereto. The Board of Directors at their meeting, consented for not attaching the Balance Sheet, Statement of Profit & Loss Account and annexures thereto of the subsidiaries. The Audited Accounts of the subsidiaries together with its Directors'' Report and Auditors'' Report are available for inspection of members on any working day at the Corporate Office of the Company between 11 a.m. to 1 p.m.

DIRECTORS

Director''s Re-appointment

Mrs. B. E. Saldanha retires by rotation and being eligible offers herself for re-appointment at this Annual General Meeting. The Board of Directors have recommended her re-appointment for consideration of the Shareholders.

In terms of the provisions of Section 149, 152, Schedule IV and other applicable provisions of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors can hold office for a term of up to five (5) consecutive years on the Board of Directors of your Company and are not liable to retire by rotation. Accordingly, it is proposed to appoint Mr. N. B. Desai, Mr. J. F. Ribeiro, Mr. Sridhar Corthi, Mr. D. R. Mehta, Mr. Hocine Sidi Said, Mr. Bernard Munos and Dr. Brian W. Tempest as Independent Directors for a term of five (5) consecutive years upto 31 March 2019. Details of the proposal for appointment of Mr. Desai, Mr. Ribeiro, Mr. Corthi, Mr. Mehta, Mr. Sidi Said, Mr. Munos and Dr. Tempest are enumerated in the Explanatory Statement of the notice convening the 36th Annual General Meeting of the Company.

COST AUDITORS

M/s. Sevekari, Khare & Associates (Registration No. 000084) are the Cost Auditors of the Company. They have been re-appointed as cost auditors for the Financial Year 2014-2015.

Due date for filing of Cost Audit Report for the Financial Year 2013- 2014 is 30 September 2014.

CORPORATE GOVERNANCE

Your Company believes Corporate Governance is at the core of stakeholder satisfaction. Your Company''s governance practices are described separately in this Annual Report. Your Company has obtained a certification from S. S. Rauthan & Associates, Company Secretaries on our compliance with Clause 49 of the Listing Agreement with Indian Stock Exchanges. This certificate is attached to the Report on Corporate Governance.

AMALGAMATION OF GLENMARK GENERICS LIMITED AND GLENMARK ACCESS LIMITED WITH THE COMPANY

The Board of Directors of the Company at their meeting held on 31 January 2014 had approved the amalgamation of its subsidiaries Glenmark Generics Limited and Glenmark Access Limited ("Transferor Companies") with the Company in accordance with the provisions of Sections 391 to 394 of the Companies Act, 1956 with effect from 1 April 2014, subject to the sanction of the Hon''ble High Court of Judicature at Bombay, Mumbai and other appropriate regulatory authorities.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on the operations of the Company, as required under the Listing Agreement with the stock exchanges is provided in a separate section and forms a part of this report.

AUDITORS

The Auditors, Walker, Chandiok & Co LLP (formerly Walker, Chandiok & Co), Chartered Accountants (Firm Registration No. 001076N), retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed. The proposal for their re-appointment is included in the notice for Annual General Meeting sent herewith.

HUMAN RESOURCES

Company''s industrial relations continued to be harmonious during the year under review.

PARTICULARS OF EMPLOYEES

Information as required under the provisions of Section 217(2A) of the Companies Act, 1956 read together with the Companies (Particulars of Employees) Rules, 1975, as amended, are given in an Annexure forming part of this report.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Section 217(1 )(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are set out in the Annexure-A to this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the directors confirm that -

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) appropriate accounting policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March 2014 and of the profit of the Company for the year ended 31 March 2014;

(iii) proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a going concern basis.

GREEN INITIATIVE

The Ministry of Corporate Affairs has taken the Green Initiative in Corporate Governance by allowing paperless compliances by Companies through electronic mode.

Your Company supports the Green Initiative and has accordingly decided to send all communications to its shareholders to their respective registered E-mail addresses.

Your Company appeals to you, its shareholders, who are yet to register your E-mail addresses that you take necessary steps for registering the same so that you can also become a part of the initiative and contribute towards a Greener environment.

APPRECIATION AND ACKNOWLEDGEMENTS

Your Directors express their gratitude to the Company''s customers, shareholders, business partners'' viz. distributors and suppliers, medical profession, Company''s bankers, financial institutions including investors for their valuable sustainable support and co-operation.

Your Directors commend the continuing commitment and dedication of employees at all levels.

For and on behalf of the Board of Directors

Glenn Saldanha

Chairman & Managing Director Place: Mumbai Date : 8 May 2014


Mar 31, 2013

The Directors have pleasure in presenting their 35th Annual Report and Audited Accounts of the Company for the year ended 31 March 2013.

FINANCIAL RESULTS

Rs. in Million

2012-2013 2011-2012 2012-2013 2011-2012

Standalone Particulars Consolidated

Indian GAAP Indian GAAP IFRS IFRS

4,486.89 3,660.79 Profit before Finance Costs,Depreciation & Taxes 10,164.73 7,236.24

436.94 608.69 Less:Finance Costs (Net) 1,557.49 1,376.55

250.41 211.13 Less: Depreciation 1,270.09 978.78

(61.53) 187.98 Less:Tax (Current Year & Deferred Tax) 1,107.15 237.84

3,861.07 2,652.99 Profit after Tax 6,230.00 4,643.07

DIVIDEND

Your Directors recommend a Dividend of 200% (Rs. 2 per equity share of Rs. 1 each) to be appropriated from the profits of the year 2012-2013 subject to the approval of the shareholders at the ensuing Annual General Meeting. The dividend will be paid in compliance with applicable regulations. The dividend, if approved, will result in an outflow ofRs. 633.77 million (including dividend tax).

CONSOLIDATED ACCOUNTS

As required under the Listing Agreement with the Stock Exchanges, a Consolidated Financial Statement of the Company and all its subsidiaries for the year ended 31 March 2013 prepared in accordance with International Financial Reporting Standards as permitted by SEBI forms a part of the Annual Report.

RESULTS OF OPERATIONS

On Standalone basis the Company achieved a gross revenue of Rs. 19,493.04 million and the Standalone operating profit before finance costs, depreciation and tax was Rs. 4,486.89 million as compared to Rs. 3,660.79 million in the previous year.

On Consolidated basis the Company achieved a gross revenue of Rs. 50,123.42 million and the Consolidated operating profit before finance costs, depreciation and tax was Rs. 10,164.73 million as compared to Rs. 7,236.24 million in the previous year.

CHANGES IN CAPITAL STRUCTURE

Issue of shares on exercise of Employees'' Stock Options:

During the year, we allotted 318,150 Equity Shares of Rs. 1 each (on pari passu basis) on the exercise of stock options by the eligible employees of the Company and its subsidiaries under the 2003 Employee Stock Option Scheme. As a result of this, the outstanding issued, subscribed and paid up equity shares increased from 270,535,503 to 270,853,653 shares as at 31 March 2013.

Employee Stock Option Scheme

The information in compliance with Clause 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme) and (Employee Stock Purchase Scheme) Guidelines, 1999, as amended are set out in the Annexure-B to this Report.

During the year, Stock Options have been issued to the employees of your Company. On exercising the convertible options so granted, the paid-up equity share capital of the Company will increase by a like number of shares.

No employee was issued Stock Option, during the year equal to or exceeding 1% of the issued capital of the Company at the time of grant.

LISTING AT STOCK EXCHANGES

The Equity shares of your Company continue to be listed on Bombay Stock Exchange Ltd. and The National Stock Exchange of India Ltd.

SUBSIDIARY COMPANIES

During the year, the Company has incorporated two subsidiaries i.e. Glenmark Pharmaceuticals (Kenya) Limited and Glenmark Therapeutics AG, Switzerland.

The Ministry of Corporate Affairs has vide its General Circular No.: 2/2011 dated 8 February 2011 and 3/2011 dated 21 February 2011 granted a general exemption from the provisions of Section 212(8) of the Companies Act, 1956 in relation to the Subsidiaries of the Company provided the Board of Directors of the Company by a resolution in writing give consent for not attaching the Balance Sheet, the Statement of Profit and Loss and the annexures thereto. The Board of Directors at their meeting, consented for not attaching the Balance Sheet, Statement of Profit and Loss and annexures thereto of the subsidiaries. The Audited Accounts of the subsidiaries together with its Directors'' Report and Auditors'' Report are available for inspection of members on any working day at the Corporate Office of the Company between 11 a.m. to 1 p.m.

DIRECTORS

Director''s Re-appointment

Mr. D. R. Mehta, Mr. Sridhar Gorthi and Mr. J. F. Ribeiro, retire by rotation and being eligible offer themselves for re-appointment at this Annual General Meeting. The Board of Directors have recommended their re-appointment for consideration of the Shareholders.

COST AUDITORS

M/s. Sevekari, Khare & Associates are the Cost Auditors of the Company. They have been re-appointed as Cost Auditors for the Financial Year 2013-2014. Due date for filing of Cost Audit Report by the Cost Auditor for the Financial Year 2012-2013 is 30 September 2013.

CORPORATE GOVERNANCE

Your Company believes Corporate Governance is at the core of stakeholder satisfaction. Your Company''s governance practices are described separately in this Annual Report. Your Company has obtained a certification from S. S. Rauthan & Associates, Company Secretaries on our compliance with Clause 49 of the Listing Agreement with Indian Stock Exchanges. This certificate is attached to the Report on Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on the operations of the Company, as required under the Listing Agreement with the stock exchanges is provided in a separate section and forms a part of this report.

AUDITORS

The auditors, M/s. Walker, Chandiok & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed. The proposal for their re-appointment is included in the notice for Annual General Meeting sent herewith.

HUMAN RESOURCES

Company''s industrial relations continued to be harmonious during the year under review,

PARTICULARS OF EMPLOYEES

Information as required under the provisions of Section 217(2A) of the Companies Act, 1956 read together with the Companies (Particulars of Employees) Rules, 1975, as amended, are given in an Annexure forming part of this report.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are set out in the Annexure-A to the Directors'' Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the directors confirm that -

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) appropriate accounting policies have been selected and applied consistently and have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March 2013 and of the profit of the Company for the year ended 31 March 2013;

(iii) proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a going concern basis.

GREEN INITIATIVE

The Ministry of Corporate Affairs has taken the Green Initiative in Corporate Governance by allowing paperless compliances by companies through electronic mode.

Your Company supports the Green Initiative and has accordingly decided to send all communications to its shareholders to their respective registered E-mail addresses.

Your Company appeals to you, its shareholders, who are yet to register your E-mail addresses that they take necessary steps for registering the same so that you can also become a part of the initiative and contribute towards a Greener environment.

APPRECIATION AND ACKNOWLEDGEMENTS

Your Directors express their gratitude to the Company''s customers, shareholders, business partners'' viz. distributors and suppliers, medical profession, Company''s bankers, financial institutions including investors for their valuable sustainable support and co-operation.

Your Directors commend the continuing commitment and dedication of employees at all levels.

For and on behalf of the Board of Directors

Glenn Saldanha

Chairman & Managing Director

Place: Mumbai

Date: 7 May 2013


Mar 31, 2012

The Directors have pleasure in presenting their 34th Annual Report and Audited Accounts of the Company for the year ended 31 March 2012.

FINANCIAL RESULTS

Rs (Millions) 2011-2012 2010-2011 2011-2012 2010-2011 Standalone Particulars Consolidated Indian Indian GAAP GAAP IFRS IFRS

3,660.79 3,575.31 Profit before Finance Costs, Depreciation & Taxes 7,236.24 7,327.72

608.69 857.50 Less: Finance Costs 1,376.55 1,565.58

211.13 209.88 Less: Depreciation 978.78 946.78

187.98 386.15 Less: Tax(Current Year & Deferred Tax) 237.84 237.03

2,652.99 2,121.78 Profit after Tax 4,643.07 4,578.33

DIVIDEND

Your Directors recommend a Dividend of 200% (Rs 2/- per equity share of Rs 1/- each) to be appropriated from the profits of the year 2011-2012 subject to the approval of the shareholders at the ensuing Annual General Meeting. The dividend will be paid in compliance with applicable regulations. The dividend, if approved, will result in an outflow of Rs 628.85 millions (including dividend tax).

CONSOLIDATED ACCOUNTS

As required under the Listing Agreements with the Stock Exchanges, a Consolidated Financial Statement of the Company and all its subsidiaries for the year ended 31 March 2012 prepared in accordance with International Financial Reporting Standards as permitted by SEBI forms a part of the Annual Report.

RESULTS OF OPERATIONS

On Standalone basis your Company achieved a gross revenue of Rs 15,646.65 millions and the Standalone operating profit before finance costs, depreciation and tax was Rs 3,660.79 millions as compared to Rs 3,575.31 millions in the previous year.

On Consolidated basis your Company achieved a gross revenue of Rs 40,206.43 millions and the Consolidated operating profit before finance costs, depreciation and tax was Rs 7,236.24 millions as compared to Rs 7,327.72 millions in the previous year.

CHANGES IN CAPITAL STRUCTURE

Issue of shares on exercise of Employees' Stock Options:

During the year, your Company allotted 2,63,450 Equity Shares of Rs 1/- each (on pari-passu basis) on the exercise of stock options by the eligible employees of the Company and its subsidiaries under the 2003 Employee Stock Option Scheme. As a result of this, the outstanding issued, subscribed and paid up equity shares increased from 270,272,053 to 270,535,503 shares as at 31 March 2012.

Employee Stock Option Scheme

The information in compliance with Clause 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme) and (Employee Stock Purchase Scheme) Guidelines, 1999, as amended are set out in the Annexure-B to this Report.

During the year, Stock Options have been issued to the employees of your Company. On exercising the convertible options so granted, the paid-up equity share capital of the Company will increase by a like number of shares.

No employee was issued Stock Option, during the year equal to or exceeding 1% of the issued capital of the Company at the time of grant.

LISTING AT STOCK EXCHANGES The Equity shares of your Company continue to be listed on Bombay Stock Exchange Ltd. and The National Stock Exchange of India Ltd.

SUBSIDIARY COMPANIES

The Ministry of Corporate Affairs has vide its General Circular No. 2/2011 dated 8 February 2011 and 3/2011 dated 21 February 2011 granted a general exemption from the provisions of Section 212(8) of the Companies Act,1956 in relation to the subsidiaries of the Company provided the Board of Directors of the Company by a resolution in writing give consent for not attaching the Balance Sheet, the Statement of Profit and Loss and the annexures thereto. The Board of Directors at their meeting, consented for not attaching the Balance Sheet, Statement of Profit and Loss and annexures thereto of the Subsidiaries. The Audited Accounts of the subsidiaries together with its Directors' Report and Auditors' Report are available for inspection of members on any working day at the Corporate Office of the Company between 11 am to 1 pm.

DIRECTORS

Director's Re-appointment

Mr. Gracias Saldanha, Mr. N. B. Desai and Mr. Hocine Sidi Said, retire by rotation and being eligible offer themselves for re-appointment at this Annual General Meeting. The Board of Directors have recommended their re-appointment for consideration of the Shareholders.

Director's Appointment

Mr. Rajesh V. Desai was appointed as an Additional Director of the Company with effect from 9 November 2011, Dr. Brian W. Tempest and Mr. Bernard Munos were appointed as Additional Directors of the Company with effect from 30 January 2012 in accordance with Section 260 of the Companies Act, 1956.

Mr. Rajesh V. Desai, Dr. Brian W. Tempest and Mr. Bernard Munos hold office up to the date of the ensuing Annual General Meeting of the Company scheduled to be held on 3 August 2012. The requisite notices together with necessary deposits have been received from members pursuant to Section 257 of the Companies Act, 1956, proposing the election of Mr. Rajesh V. Desai, Dr. Brian W. Tempest and Mr. Bernard Munos as Directors of the Company.

COST AUDITORS

M/s. Sevekari Khare & Associates are the Cost Auditors of the Company. They have been re-appointed as cost auditors for the Financial Year 2012-2013. Due date for filing of Cost Audit Report by the Cost Auditor for the Financial Year 2011-2012 is 30 September 2012.

CORPORATE GOVERNANCE

Your Company believes Corporate Governance is at the core of stakeholder satisfaction. Your Company's governance practices are described separately in this Annual Report. Your Company has obtained a certification from S. S. Rauthan & Associates, Company Secretaries on your Company's compliance with Clause 49 of the Listing Agreement with Indian Stock Exchanges. This certificate is attached to the Report on Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT The management discussion and analysis report on the operations of the Company, as required under the Listing agreements with the stock exchanges is provided in a separate section and forms a part of this report.

AUDITORS

The auditors, M/s. Walker, Chandiok & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed. The proposal for their re-appointment is included in the notice for Annual General Meeting sent herewith.

HUMAN RESOURCES

Company's industrial relations continued to be harmonious during the year under review.

PARTICULARS OF EMPLOYEES

Information as required under the provisions of Section 217(2A) of the Companies Act, 1956 read together with the Companies (Particulars of Employees) Rules, 1975, as amended, are given in an Annexure forming part of this report.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO The particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are set out in the Annexure-A to this report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the directors confirm that -

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) appropriate accounting policies have been selected and applied consistently and have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March 2012 and of the profit of the Company for the year ended 31 March 2012;

(iii) proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a going concern basis.

GREEN INITIATIVE

The Ministry of Corporate Affairs has taken the Green initiative in Corporate Governance by allowing paperless compliances by Companies through electronic mode.

Your Company supports the Green initiative and has accordingly decided to send all communications to its shareholders at their respective registered e-mail addresses.

Your Company appeals to you, its shareholders who are yet to register your e-mail addresses that they take necessary steps for registering the same so that you can also become a part of the intiative and contribute towards a Greener environment.

APPRECIATION AND ACKNOWLEDGEMENTS

Your Directors express their gratitude to the Company's customers, shareholders, business partner's viz. distributors and suppliers, medical profession, Company's bankers, financial institutions including investors for their valuable & sustained support and co-operation.

Your Directors commend the continuing commitment and dedication of employees at all levels.

For and on behalf of the Board of Directors

Glenn Saldanha

Chairman & Managing Director

Place: Mumbai

Date: 08 May 2012.


Mar 31, 2011

The Directors have pleasure in presenting their 33rd Annual Report and Audited Accounts of the Company for the year ended 31 March 2011.

FINANCIAL RESULTS

(Rs in Millions)

Standalone

2010-2011 2009-2010

Indian GAAP Indian GAAP

Profit before Interest,

Depreciation & Tax 3078.80 1724.49

Less: Interest 360.82 301.58

Less: Depreciation 209.88 212.78

Less: Tax (Current Year &

Deferred Tax) 386.32 (74.50)

Profit after Tax 2121.78 1284.63

Surplus brought forward from

ear1ier years 8511.12 7480.98

APPROPRIATIONS

Proposed Dividend on Equity Shares 108.11 107.94

Tax on Proposed Dividend on

Equity Shares 17.96 17.93

Residual Dividend and Dividend Tax 0.50 0.16

Transfer to General Reserves 212.19 128.46

Balance carried to Balance Sheet 10294.14 8511.12

DIVIDEND

Your Directors recommend a Dividend of 40% (Rs 0.40 per equity share of Rs 1/- each) to be appropriated from the profits of the year 2010-11 subject to the approval of the shareholders at the ensuing Annual General Meeting. The dividend will be paid in compliance with applicable regulations. The dividend, if approved, will result in an outflow of Rs 126.07 million (including dividend tax).

CONSOLIDATED ACCOUNTS

The Consolidated Financial Statements for the year ended 31 March 2011 have been prepared in accordance with International Financial Reporting Standards as permitted by SEBI. The Company has prepared information for the previous year as per IGAAP and therefore current year and previous year figures are not strictly comparable. Accordingly, in preparation of these Financial Statements, the Company has not provided comparative information or related reconciliation as required by the SEBI Circular.

RESULTS OF OPERATIONS

On standalone basis the Company achieved a gross revenue of Rs 12122.48 million and the Standalone operating profit before interest, depreciation & tax was Rs 3078.80 million as compared to Rs 1724.49 million in the previous year.

CHANGES IN CAPITAL STRUCTURE

Issue of shares on exercise of Employees’ Stock Options:

During the year, the Company allotted 4,34,500 Equity Shares of Rs 1/- each (on pari-passu basis) pursuant to exercise of Stock Options by the eligible employees of the Company and its subsidiaries.

EMPLOYEE STOCK OPTION SCHEME During the year, Stock Options have been issued to the employees of the Company and its subsidiaries. On exercising the convertible options so granted, the paid-up equity share capital of the Company will increase by a like number of shares.

The details of stock options granted by the Company are disclosed in compliance with Clause 12 of the Securities and Exchange Board of India (Employee Stock Options Scheme and Employee Stock Purchase Scheme), 1999 and set out in the Annexure-B to this Report.

LISTING AT STOCK EXCHANGES The Equity shares of the Company continue to be listed on Bombay Stock Exchange Ltd. and The National Stock Exchange of India Ltd.

SUBSIDIARY COMPANIES

During the year the Company has incorporated a subsidiary i.e. Glenmark Arzneimittel GmbH, Germany.

The Ministry of Corporate Affairs has vide its General Circular No.: 2, 2011 dated February 8, 2011 and 3, 2011 dated February 21, 2011 granted a general exemption under Section 212(8) of the Companies Act, 1956 in relation to the subsidiaries of the Company provided the Board of Directors of the Company by a resolution in writing give consent for not attaching the Balance Sheet, the Profit and Loss account and the annexures thereto. The Board of Directors at their meeting, consented for not attaching the Balance Sheet, Profit and Loss Account and annexures thereto of the Susidiaries. The Audited Accounts of the subsidiaries together with its Directors’ Report and Auditors’ Report are available for inspection of members on any working day at the Corporate Office of the Company between 11 a.m. and 1 p.m.

DIRECTORS

Mr. D. R. Mehta, Mrs. B. E. Saldanha and Mrs. Cheryl Pinto retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Mr . A. S. Mohanty retired from the services of the Company w.e.f. 31 March 2011 and consequently ceased to be Executive Director effective that date. He also resigned as a Director of the Company w.e.f. 10 May 2011. Your Directors wish to place on record their sincere appreciation of the valuable contribution made by Mr. A. S. Mohanty during his tenure on the Board.

Mr. Gracias Saldanha, Chairman stepped down as Chairman of the Board of Directors and was re-designated as Founder & Chairman Emeritus of the Company and Mr. Glenn Saldanha was elected as Chairman of the Board of Directors w.e.f. 10 May 2011.

COST AUDITORS

M/s. Sevekari Khare & Associates are the Cost Auditors of the Company. Due date for filing of Cost Audit Report by the Cost Auditor for the Financial Year 2010-11 is 30 September 2011.

CORPORATE GOVERNANCE

Report on the Corporate Governance forms an integral part of this Report. The Certificate of the Practicing Company Secretary certifying compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with Stock Exchanges is annexed with the report on Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT The management discussion and analysis report on the operations of the Company, as required under the Listing agreements with the stock exchanges is provided in a separate section and forms a part of this report.

AUDITORS

M/s. Walker, Chandiok & Co., Chartered Accountants, Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

HUMAN RESOURCES

Companys industrial relations continued to be harmonious during the year under review.

PARTICULARS OF EMPLOYEES

Information as required under the provisions of Section 217(2A) of the Companies Act, 1956 read together with the Companies (Particulars of Employees) Rules, 1975, as amended, are given in an Annexure forming part of this report.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in the Annexure-A to the Directors’ Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that -

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) appropriate accounting policies have been selected and applied consistently and have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March 2011 and of the profit of the Company for the year ended 31 March 2011;

(iii) proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a going concern basis.

GREEN INITIATIVE

The Ministry of Corporate Affairs has taken the Green initiative in Corporate Governance by allowing paperless compliances by Companies through electronic mode.

The Company supports the Green initiative and has accordingly decided to send all communications to its shareholders to their respective registered e-mail addresses.

The Company appeals to its shareholders who are yet to register their e-mail addresses that they take necessary steps for registering same so that they can also become a part of the intiative and contribute towards a Greener environment.

APPRECIATION AND ACKNOWLEDGEMENTS

Your Directors express their gratitude to the Company’s customers, shareholders, business partner’s viz. distributors and suppliers, medical profession, Company’s bankers, financial institutions including investors for their valuable sustainable support and Co-operation.

Your Directors commend the continuing commitment and dedication of employees at all levels.

For and on behalf of the Board of Directors

Glenn Saldanha

Chairman & Managing Director

Mumbai

Date: 10 May 2011.


Mar 31, 2010

The Directors have pleasure in presenting their 32nd Annual Report and Audited Accounts of the Company for the year ended 31st March, 2010.

FINANCIAL RESULTS

(Rs. in Millions)

Standalone Consolidated

2009-2010 2008-2009 2009-2010 2008-2009

Profit before Interest, Depreciation & Tax 1724.50 3206.13 6685.29 6289.95

Less: Interest 301.58 551.39 1640.21 1404.76

Less: Depreciation 212.78 191.04 1206.10 1026.83

Less: Tax (Current Year & Deferred Tax) (74.49) 281.46 528.66 754.08

Less: Exceptional Items - 2.98 - 1169.55

Profit after Tax 1284.63 2179.26 3310.32 1934.73

Share of (Profit)/Loss of Minority Interest - - (65.61) (18.09)

Profit after Tax and Minority Interest 1284.63 2179.26 3244.71 1916.64

Surplus brought forward from earlier years 7480.98 5636.88 11215.45 10276.66

Profit available for appropriations 8765.61 7816.14 14460.16 12193.30

APPROPRIATIONS

Proposed Dividend on Equity Shares 107.94 100.21 107.94 100.21

Tax on Proposed Dividend on Equity Shares 17.93 17.03 17.93 17.03 Transfer to Foreign Currency Monetary Item Translation Difference Account - - - 366.12

Residual Dividend and Dividend Tax 0.16 - 0.16 -

Transfer to General Reserves 128.46 217.93 128.46 494.49

Balance carried to Balance Sheet 8511.12 7480.97 14205.67 11215.45

8765.61 7816.14 14460.16 12193.30

DIVIDEND

Your Directors recommend a Dividend of 40% (Re. 0.40 per equity share of Re. 1/ each) to be appropriated from the profits of the year 2009-10 subject to the approval of the members at the ensuing Annual General Meeting. The dividend will be paid in compliance with applicable regulations. The dividend, if approved, will result in an outf ow of Rs. 125.87 million (including dividend tax).

CONSOLIDATED ACCOUNTS

In accordance with the requirements of Accounting Standard AS-21 prescribed by the Institute of Chartered Accountants of India, the Consolidated Accounts for the year ended 31st March, 2010, under Indian GAAP forms part of the Annual Report.

RESULTS OF OPERATIONS

The Company achieved consolidated Gross revenue of Rs. 25006.47 million (Rs. 21160.33 million) registering a growth of 18.18% over the previous year and the Consolidated operating profit before interest, depreciation and tax was Rs. 6685.29 million as compared to Rs. 6289.95 million in the previous year.

On standalone basis the company achieved a gross revenue of Rs. 10296.87 million and the Standalone operating profit before interest, depreciation & tax was Rs. 1724.50 million as compared to Rs. 3206.13 million in the previous year.

CHANGES IN CAPITAL STRUCTURE

Issue of shares on exercise of Employees Stock Options:

During the year, the Company allotted 604,860 Equity Shares of Re. 1/- each (on pari-passu basis) pursuant to exercise of Stock

Options by the eligible employees of the Company and its subsidiaries.

Issue of shares under QIP:

During the year, the Company allotted 18,712,935 Equity Shares of Re. 1/- each at a premium of Rs. 220/- per share to Qualif ed Institutional Buyers pursuant to Chapter VIII of the Securities Exchange Board of India (Issue of Capital Disclosure Requirements) Regulations 2009. The issue proceeds were utilised towards repayment of debts.

EMPLOYEE STOCK OPTION SCHEME

During the year, Stock Options have been issued to the employees of the Company. On exercising the convertible options so granted, the paid-up equity share capital of the company will increase by a like number of shares.

The details of stock options granted by the Company are disclosed in compliance with clause 12 of the Securities Exchange Board of India (Employee Stock Options Scheme and Employee Stock Purchase Scheme), 1999 and set out in the Annexure-B to this Report.

LISTING AT STOCK EXCHANGES

The Equity shares of the Company continue to be listed on Bombay Stock Exchange Ltd., and The National Stock Exchange of India Ltd. Foreign Currency Convertible Bonds are listed on the Singapore Stock Exchange.

SUBSIDIARY COMPANIES

During the year the name of Badatur S.A. was changed to Glenmark Uruguay S.A. and Glenmark Dominicana S.A. to

Glenmark Dominicana, SRL. The Company has also incorporated a subsidiary i.e. Glenmark Generics B.V., Netherlands.

Pursuant to the provisions of Section 212 (8) of the Companies Act, 1956, the Company has obtained exemption from Ministry of Corporate Af airs, New Delhi, vide its letter No. 47/420/2010-CL-III dated 28th June, 2010 to attach Audited Accounts of its subsidiaries together with Directors Report and Auditors Report. The Audited Accounts of the subsidiaries together with its Directors Report and Auditors Report are available for inspection of members on any working day at the Corporate Of ce of the Company between 11 a.m. to 1 p.m.

DIRECTORS

Mr. Glenn Saldanha, Mr. Sridhar Gorthi and Mr. J. F. Ribeiro retire by rotation at the ensuing Annual General Meeting and being eligible, of er themselves for re-appointment.

Mr. M. Gopal Krishnan resigned as Director of the Company w.e.f. 29th January, 2010. Your Directors wish to place on record their sincere appreciation of the valuable contribution made by Mr. Gopal Krishnan during his tenure on the Board.

Mr. Hocine Sidi Said has been appointed as Additional Director w.e.f. 29th October, 2009. He holds of ce as Director upto the date of the ensuing Annual General Meeting. Notice has been received from a member of the Company pursuant to the provisions of Section 257 of the Companies Act, 1956 signifying his intention to appoint Mr. Hocine Sidi Said as Director on the board of the Company.

CORPORATE GOVERNANCE

Report on the Corporate Governance forms an integral part of this Report. The Certif cate of the Practicing Company Secretary certifying compliance with the conditions of Corporate Governance as stipulated in clause 49 of the Listing Agreement with Stock Exchanges is annexed with the report on Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The management discussion and analysis report on the operations of the company, as required under the Listing agreements with the stock exchanges is provided in a separate section and forms a part of this report.

AUDITORS

M/s. Price Waterhouse, Chartered Accountants, have been the Statutory Auditors of the Company since F.Y. 2002-03. The Audit Committee and the Board of Directors have decided that in order to adhere to the best Corporate Governance practices, the Statutory Auditors should be changed periodically on rotational basis. The Company has received a Special Notice pursuant to Section 225 of the Companies Act, 1956 from a member proposing to move a resolution for the appointment of Walker, Chandiok & Co. Chartered Accountants, as Statutory Auditors of the Company in place of the retiring auditors, M/s. Price Waterhouse at the ensuing Annual General Meeting.

Your Directors propose the appointment of Walker, Chandiok & Co., Chartered Accountants, as Statutory Auditors of the Company at the ensuing Annual General Meeting.

Walker, Chandiok & Co. is a member f rm of M/s Grant Thornton who is a leading international f rm rated among the top 10 f rms.

They have a large international network and would be helpful and useful to the Company in managing its international operations. They have representations on various Accounting Board & committees in India and cater to leading companies.

HUMAN RESOURCES

Companys industrial relations continued to be harmonious during the year under review.

PARTICULARS OF EMPLOYEES

Information as required under the provisions of Section 217(2A) of the Companies Act, 1956 read together with the Companies (particulars of Employees) Rules, 1975, as amended, are given in an Annexure forming part of this report.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHNAGE EARNINGS AND OUTGO

The particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 are set out in the Annexure-A to this Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the directors conf rm that –

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) appropriate accounting policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of af airs of the Company as at 31st March, 2010 and of the profit of the Company for the year ended 31st March, 2010;

(iii) proper and suf cient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a going concern basis.

APPRECIATION AND ACKNOWLEDGEMENTS

Your Directors express their gratitude to the Companys customers, shareholders, business partners viz. distributors and suppliers, medical profession, Companys bankers, financial institutions including investors for their valuable sustainable support and Co-operation.

Your Directors commend the continuing commitment and dedication of employees at all levels.

For and on behalf of the Board of Directors

G. Saldanha

Chairman

Mumbai

Date: 9th August, 2010

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