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Notes to Accounts of Glenmark Pharmaceuticals Ltd.

Mar 31, 2023

Pursuant to the Taxation Law (Amendment) Ordinance 2019 (''Ordinance'') Issued by Ministry of Law and Justice (Legislative Department) on 20 September 2019 which is effective 1 April 2019, Indian companies have the option to pay corporate income tax at the rate of 22% plus applicable surcharge and cess subject to certain conditions. The Ordinance has been subsequently been enacted as Taxation Laws (Amendment) Act, 2019. The Company made an assessment of the impact and decided to continue with the existing tax structure until utilisation of accumulated minimum alternative tax (MAT) credit and other exemptions. The Company has also re-measured its deferred tax liability following the clarification issued by Technical Implementation Group of Ind AS implementation Committee by applying the lower tax rate in measurement of deferred taxes only to extent that the deferred tax liabilities are expected to be reversed in the period during which it expects to be subject to lower tax rate.

In assessing the reliability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realised. The ultimate realisation of deferred tax assets is dependent upon the generation of future taxable income during the periods in which the temporary differences become deductible. The amount of the deferred tax assets considered realisable, however, could be reduced in the near term if estimates of future taxable income including taxable temporary differences in the future periods are reduced.

Refer note 14(i) for hypothecation of stocks of raw materials, packing materials, finished goods and work-in-process.

Inventory write downs are accounted, considering the nature of inventory, ageing of inventory as well as provisioning policy of the Company. The Company recorded inventory write down of H1,290.11 (2022 - H700.49). This is included as part of cost of materials consumed and changes in inventories of finished goods, work-in-process and stock-in-trade in the statement of profit and loss, as the case may be.

Note 11 - Equity And Reserves

a) Ordinary shares

The Company presently has only one class of ordinary shares. For all matters submitted to vote in the shareholders meeting, every holder of ordinary shares, as reflected in the records of the Company on the date of the shareholders'' meeting, has one vote in respect of each share held. All shares are equally eligible to receive dividends and the repayment of capital in the event of liquidation of the Company.

The Company has an authorised share capital of 2,370,000,000 equity shares of HI each.

b) Dividends

Indian statutes mandate that dividends be declared out of distributable profits in accordance with the regulations. Should the Company declare and pay dividends, such dividends are required to be paid in INR to each holder of equity shares in proportion to the number of shares held. Dividends are taxable in the hands of the shareholders and tax is deducted by the Company at applicable rates.

c) Reserves

Securities premium reserve - The amount received by the Company over and above the face value of shares issued is shown under this head. It is available for utilisation as per the provisions of the Companies Act, 2013.

Capital redemption reserve - The capital redemption reserve had been created as per the requirement of earlier provisions of Companies Act, 1956. Such reserve is not currently available for distribution to the shareholders. The reserve can be utilised in accordance with the provisions of section 69 of the Companies Act, 2013.

General reserve - The Company has transferred a portion of the net profit of the Company before declaring dividend to general reserve pursuant to the earlier provisions of Companies Act, 1956. Mandatory transfer to general reserve is not required under the Companies Act, 2013.

Retained earnings - Accumulated earnings include all current and prior period profits as disclosed in the statement of profit and loss.

Stock compensation reserve - Stock compensation reserve consists of employee compensation cost allocated over the vesting period of options granted to employees. Such cost is recognised in statement of profit and loss and is credited to the reserve. Upon exercise of options, such reserves are reclassified to equity share capital at the nominal capital value and excess through securities premium as the case may be.

(IV) As at 31 March 2023, Pursuant to Employee Stock Options Scheme 2016, 78,717 (2022-78,717) options were outstanding,which upon exercise are convertible into equivalent number of equity shares.

(V) Right, Preference and restriction on shares

The Company presently has only one class of ordinary equity shares. For all matters submitted to vote in the shareholders meeting, every holder of ordinary equity shares, as reflected in the records of the Company on the date of the shareholders'' meeting, has one vote in respect of each share held. All shares are equally eligible to receive dividends and the repayment of capital in the event of liquidation of the Company.

(VI) In the period of five years immediately preceeding 31 March 2023, the Company has not allotted any shares as fully paid up pursuant to contracts without payment being received in cash. Further, the Company has neither issued bonus shares nor bought back any shares during the aforementioned period.

(VII) Employee Stock Option Scheme 2016 (ESOS)

The Company has formulated an Employee Stock Option Scheme 2016 (''ESOS 2016'') under which it has made grants on various dates from time to time. Each grant has a vesting period which varies from 1 - 6 years from the date of grant depending on the terms of the grant. The grants are made at the market price of the equity shares of the Company on either the date of the grant or the closing price of the date prior to the day of the grant or the price decided by the Nomination & Remuneration Committee of the Board. Pursuant to ESOS 2016, 78,717 (2022-78,717) options were outstanding as at 31 March 2023, which upon exercise are convertible into equivalent number of equity shares. Employee stock compensation charged during the year is H0.18 (2022 - H2.28).

(A) U.S. $ 200,000,000, 2.00 % resettable onward starting equity-linked securities (Bonds):

The Company had issued Bonds on 28 June 2016. The Bonds become convertible at the option of the holders'' of the Bonds (the “Bondholders") after 1 December 2017 and upto the close of business on 18 June 2022 into equity shares. Each Bond will be convertible at the option of the holder thereof into fully paid equity shares at the initial conversion price determined on 30 November 2017.

On 30 November 2017, the Company set the initial conversion price (i.e. the price at which the ordinary shares of theCompany will be issued upon conversion of Bonds subject to any further adjustments according to conditions) at H861.84 as determined in accordance with condition 6.1.3 of the Trust deed. As of 31 March 2022, none of the Bondholders have opted for the conversion option.

On 30 November 2017, the Company confirmed the fixed exchange rate as INR 64.5238 in accordance with the condition 6.1.1 (b) of the Trust Deed dated 28 June 2016 which provides that the fixed exchange rate shall be the FX rate (INR per U.S. $ 1) based on Bloomberg''s “BFIX" USD/INR spot mid-price rate 12.00 (Hongkong time) on 30 November 2017.

Unless previously converted, redeemed or purchased and cancelled, the Bonds were to be redeemed on 28 June 2022 (Maturity Date) at 126.42% of their principal amount, together with accrued interest (if any), calculated upto but excluding the maturity date. The Company may, at its own discretion, redeem the Bonds in whole, but not in part, subject to satisfaction of certain conditions.

As per the original Trust Deed, each Bondholder has the right to require the Company to redeem in whole or in part, such Bondholder''s Bonds, on 28 July 2021 (Put Option Date), at a price equal to 121.78% of its outstanding principal amount of Bonds, together with interest (if any) accrued but unpaid on 28 July 2021. This is amended in April, 2021 (see note below on Tender Offer and Consent Solicitation).

The FCC Bonds were partially bought back in October 2018 (see note below on Buyback). In addition to that, the Company approved for tender and consent solicitation for amendment of FCC Bonds in February, 2021 (see note below on Tender Offer and Consent Solicitation). Further, the FCC Bonds were partially bought back in September, 2021 and April 2022 (see note below on Buyback). The balance outstanding FCC Bonds were redeemed in May, 2022.

The FCC Bonds were delisted from the Singapore stock exchange in May, 2022.

Buy back of the Company’s U.S. $ 200,000,000 2.00% resettable onward starting equity - linked securities due 2022 - October, 2018:

In September 2018, the Company approved the launch of buyback of FCC Bonds (“Buyback FCCBs") from existing holders of FCC Bonds (“Buyback Bondholders"). MUFG Securities Asia Limited and J.P. Morgan Securities Limited were appointed as Dealer Managers, on behalf of the Company to buyback FCC Bonds at a buyback price of 105% of the principal amount outstanding (being U.S. $ 262,500 for each U.S. $ 250,000 of FCC Bonds), up to an aggregate purchase price of U.S. $ 100 million plus accrued and unpaid interest per FCC Bond. In October 2018, the Company agreed to buyback U.S. $ 86.5 million in aggregate principal amount (representing 346 FCC Bonds in number of U.S. $ 250,000 denomination for each FCC Bond) of the FCC Bonds. These Buyback FCCBs represented 43.25% of the aggregate FCC Bonds. On the closing/settlement date, the Company paid an aggregate purchase price of U.S. $ 90,825,000 for the Buyback FCCBs, plus accrued but unpaid interest. Following settlement, the FCCBs bought back were cancelled and U.S. $ 113.5 million in aggregate principal amount of FCC Bonds remained outstanding. The Company undertook buyback to monetize the opportunity available and to push maturity of external debt. The Company utilised proceeds from an unsecured External Commercial Borrowing facility of up to U.S.$ 100 million (“ECB Facility") from MUFG Bank, Ltd., Singapore Branch, to refinance these Bonds.

Tender Offer of the Company’s U.S. $ 200,000,000 2.00% resettable onward starting equity -linked securities due 2022 and Consent Solicitation from Bondholders - April, 2021:

In March, 2021, the Company announced a launch of a tender offer of the FCC Bonds. The Hong Kong and Shanghai Banking Corporation Limited was appointed as the Dealer Manager on behalf of the Company to tender an aggregate principal amount of up to U.S. $ 38.5 million at a purchase price of 120.30% of the principal amount of the FCC Bonds (Tender Offer) and also invited the holders of the FCC Bonds to approve the amendment of the optional put notice period from not later than 30 days nor more than 60 days prior to the Put Option Date to a minimum of 150 days prior to the Put Option Date by passing an Extraordinary Resolution (Consent Solicitation).

Tender Offer: In April, 2021, an aggregate principal amount of U.S. $ 36.75 million (representing 147 FCC Bonds in number of U.S. $ 250,000 denomination for each FCC Bond) were validly tendered pursuant to the Offer. These tendered FCCBs represented 32.38% of the outstanding FCC Bonds. On the closing/settlement date, the Company paid an aggregate purchase price of U.S. $ 44,210,250 plus accrued but unpaid interest. Following settlement, the tendered FCC Bonds were cancelled and U.S. $ 76.75 million in aggregate principal amount of FCC Bonds remained outstanding. The Company undertook this tender to manage the Company''s debt maturity profile by reducing near-term repayable outstanding indebtedness and to reduce interest costs. The Company utilised proceeds from unsecured External Commercial Borrowing facilities from Fifth Third Bank and International Finance Corporation to refinance these Bonds

Consent Solicitation: An Extraordinary Resolution was duly passed at the Bondholders Meeting held on 12 April 2021, with 99.78% of votes cast in favour of the amendment to the optional put notice period. The Company also executed the Supplemental Trust Deed to make the amendment effective from 12 April 2021.

Buy back of the Company’s U.S. $ 200,000,000 2.00% resettable onward starting equity - linked securities due 2022 - September, 2021:

In September 2021, the Company executed a discrete buyback of FCC Bonds (“Buyback FCCBs") from an existing holder of FCC Bonds for principal value of U.S. $ 1 million. The Hong Kong and Shanghai Banking Corporation Limited acted as Dealer Manager, on behalf of the Company to buyback FCC Bonds at a buyback price of 120.30% of the principal amount (representing 4 FCC Bonds in number of U.S. $ 250,000 denomination for each FCC Bond) of the FCC Bonds. On 15 September, 2021, the Company paid an aggregate purchase price of U.S. $ 1,203,000 for the Buyback FCCBs, plus accrued but unpaid interest. Following settlement, the FCCBs bought back were cancelled and U.S. $ 75.75 million in aggregate principal amount of FCC Bonds remained outstanding.

Buy back of the Company’s U.S. $ 200,000,000 2.00% resettable onward starting equity - linked securities due 2022 - April and May, 2022:

In April 2022, the Company executed a buyback of FCC Bonds (“Buyback FCCBs") from an existing holder of FCC Bonds for principal value of U.S. $ 75 million. The Hong Kong and Shanghai Banking Corporation Limited acted as dealer manager, on behalf of the Company to buyback FCC Bonds at a buyback price of 125.26% of the principal amount (representing 300 FCC Bonds in number of U.S. $ 250,000 denomination for each FCC Bond) of the FCC Bonds. On 7 April 2022, the Company paid an aggregate purchase price of U.S. $ 93,945,000 for the Buyback FCCBs, plus accrued but unpaid interest. Following settlement, the FCC Bonds bought back were cancelled and U.S. $ 0.75 million in aggregate principal amount of FCC Bonds remained outstanding.

Following the above buyback in April, 2022, the Company issued a Notice of early redemption to the remaining holders of FCC Bonds for principal value of outstanding U.S. $ 0.75 million for redemption in May, 2022. On 9 May, 2022, the Company paid an aggregate amount of U.S. $ 9,42,860.24 for the Buyback FCCBs, plus accrued but unpaid interest and concluded the redemption of FCC Bonds as per the terms of the Trust Deed.Subsequently the FCC Bonds were delisted from the Singapore Stock Exchange.

(B) U.S. $ 90,825,000, MUFG Bank, ECB Facility:

The Company has obtained Loan Registration Number (LRN) from RBI to raise an ECB Facility to the extent of U.S. $ 100 million. In October 2018, the ECB Facility for U.S. $ 90,825,000 was raised and the proceeds were utilized for the purpose of repurchasing the FCC Bonds. The ECB Facility was raised from MUFG Bank, Singapore with an initial maturity of 5 years. The interest rate for the first 3 years is 4.956% p.a and the interest for the subsequent 2 years is 5.25% p.a.

However, in December, 2021, the loan was extended to bullet maturity of December, 2026. The interest rate was fixed at 4.69% p.a. up to September, 2023 and thereafter at an interest margin of 2.15% p.a. over SOFR.

(C) U.S. $ 40,000,000, International Finance Corporation (IFC), ECB Facility:

The Company has obtained LRN from RBI to raise an ECB Facility to the extent of U.S. $ 40 million. The ECB Facility for U.S. $ 40 million was executed in February, 2021 and the Company availed U.S. $ 16,574,250 in April, 2021 and the proceeds were utilized for the purpose of refinancing the FCC Bonds. The Company further availed U.S. $ 7,500,000 and U.S. $ 1,203,000 in June, 2021 and September, 2021 respectively. The ECB Facility was raised from International Finance Corporation with a maturity of 5.7 years. The interest margin over U.S. $ LIBOR was 3.08%p.a. up to September, 2021; 2.83% p.a. upto June 2023 and 3.26% over SOFR thereafter.

(D) U.S. $ 228,000,000, Sustainability linked syndication loan, ECB Facility:

The Company has obtained LRN from RBI to raise an ECB Facility to the extent of U.S. $ 228 million. During March 2022, the Sustainability linked loan for U.S. $ 228 million was raised and the proceeds were utilized for the purpose of refinancing the U.S. $ 200 million Syndication loan and U.S. $ 28 million Fifth Third Bank loan. The ECB Facility was raised from 10 Foreign banks with a maturity of 5 years. The interest margin is 1.75%p.a. over SOFR.

Secured loans includes working capital facilities, secured by hypothecation of stocks of raw materials, packing materials, finished goods, work-in-process, receivables and equitable mortgage on fixed assets at certain locations.

Unsecured loans includes working capital facilities and other short term credit facilities.

The Company has borrowed secured/unsecured loans at interest rates ranging between 4.85% - 8.20% p.a.

The Company has not defaulted on repayment of secured/unsecured loans and interest during the year.

c) Provident fund and others (defined contribution plan)

Apart from being covered under the gratuity plan described earlier, employees participate in a provident fund plan; a defined contribution plan. The Company makes annual contributions based on a specified percentage of salary of each covered employee to a government recognised provident fund. The Company does not have any further obligation to the provident fund plan beyond making such contributions. Upon retirement or separation an employee becomes entitled for this lump sum benefit, which is paid directly to the concerned employee by the fund. The Company contributed H488.05 (2022 - H456.32) towards the provident fund plan and other funds during the year ended 31 March 2023.

The Company''s pending litigations comprise of proceedings pending with various direct tax, indirect tax and other authorities. The Company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are required and disclosed as contingent liabilities where applicable, in its financial statements. The Company does not expect the outcome of these proceedings to have a materially adverse effect on its financial statements.

(a) In January 2014, the National Pharmaceutical Pricing Authority (NPPA) issued a demand notice of H12.24 Crs as overcharging liability of product “Doxovent 400 mg tab" for the period February 2010 to May 2013. The notice also envisaged a payment of H3.33 Crs towards interest @15% p.a. on the overcharged amount up to 31 January, 2014. The Company had filed a petition under Article 32 with the Hon''ble Supreme Court of India (Hon''ble Court), challenging the issue of the above mentioned demand notice on various grounds. This petition was tagged along with other petitions filed by other pharmaceutical companies, pending before Hon''ble Court relating to the inclusion criteria of certain drugs including “Theophylline" in the schedule of the DPCO, 1995. The Hon''ble Court passed an ad-interim order stating that no coercive steps be taken against the Company towards the said demand. Whilst the matter was pending before the Hon''ble Supreme Court, in October 2015, NPPA issued a fresh demand notice of H12.24 Crs as overcharging liability and H6.39 Crs as interest thereon calculated upto 30 September, 2015 to which the Company has responded stating that the matter was sub-judice. On 20 July, 2016 Hon''ble Supreme Court heard the Company''s petition and ordered the petition to be transferred back to Hon''ble Delhi High Court to be heard on merits subject to deposit of 50% of the overcharged claimed amount. The Company has deposited H6.12 Crs (50% of the overcharged claimed amount). The pleadings have been completed and matter is pending for final hearing before Hon''ble Delhi High Court.

(b) On March 10, 2016 Ministry of Health and Family Welfare (MoH) issued notifications prohibiting manufacture for sale, sale and distribution for human use of several Fixed Dose Combination (“FDC") with immediate effect. Several products of the Company were also covered in the notified prohibited “FDC''s". The Company had filed five writ petitions in Hon''ble Delhi High Court challenging the notifications issued. The Hon''ble Delhi High Court granted interim relief to the Company by staying the notifications banning the FDC''s. The matter was clubbed with petition of other companies before the Supreme Court of India (Hon''ble Court). The Hon''ble Court directed the Drug Technical Advisory Board (DTAB) sub-committee to examine the ban of FDCs. DTAB appointed an expert committee under the chair of Dr. Nilima Kshirsagar (the Committee) to examine the list of banned FDCs. Company made due written and oral representations before the Committee in relation to its affected products. The Committee submitted its report to the Ministry of Health. Meanwhile, taking proactive approach the Company revised the composition of the affected FDC''s for its domestic market. Based on the Committee Report, MoH on 7 September, 2018 issued series of notification which prohibited the manufacture for sale, sale or distribution for human use of 328 FDCs with immediate effect. The Company filed writ petitions in the Delhi High Court against the 7 notification/s

in respect of its affected FDCs which were still circulating in the market and obtained an ad interim stay, on the notifications allowing the Company to liquidate its affected FDCs. The Company on 27 March, 2019, withdrew its Writs except for one product meant for exports and for which the Company continues to enjoy an ad-interim protection.

(c) In October 2019, National Pharmaceutical Pricing Authority (NPPA) issued a Show Cause Notice alleging that the Company had violated DPCO 2013 by self-invoking Para 32 in respect of its product Remogliflozin Etabonate Metformin by not seeking approval for exemption from the Government. Although the Company has responded to the Show cause notice, on 2 January, 2020, NPPA issued a letter seeking production of documents /records under Para 29. The Company challenged the decision of NPPA by filing a writ petition before Hon''ble Delhi High Court. In January 2020, Hon''ble Delhi High Court was pleased to note NPPA''s submission that without prejudice to the rights of the parties, NPPA will grant a hearing to the Company, to decide on the Company''s entitlement under paragraph 32 of the DPCO, 2013 and dispose of the petition, with a noting that in view of the personal hearing, the impugned orders will not be given effect to. Although NPPA granted the Company personal hearing, it issued a ceiling price notification in March 2020 notifying the price of Remolifozin Etabonate Metformin Hydrocloride without deciding the entitlement under paragraph 32 of the DPCO, 2013. The Company thereafter challenged various orders passed by NPPA by filing a fresh writ petition. After hearing both Parties, Hon''ble Delhi High Court was pleased to grant interim relief that no coercive action, based on the Impugned Orders dated 3 March, 2020 and 20 March, 2020, be taken against Company. The matter is currently sub-judice.

(d) On a complaint by a stockiest with the Competition Commission of India (“CCI”) in July 2015 against pharma co.''s (including the Company and its C&F agent) and the Trade associations, alleging refusal to supply medicines to it in spite of having all valid licenses and documents, CCI ordered the Director General (“DG”) to investigate and submit a report. CCI clubbed this matter with other matters on a similar complaint against other pharmaceutical co.''s and local Trade associations. On submission of DG''s report CCI issued notices to the Company and some of its employees to submit their objections to the said Report. Despite having contested DG''s claim, CCI in its order has found the Company and concerned employees guilty as having contravened provision 3(1) of the Competition Act, 2002 and has levied penalty under the Act. The Company and the concerned employees have appealed the said Order at National Company Law Tribunal (”NCLAT”). The appeals is pending for final hearing.

(e) In response to FDA action on Zantac and its generic equivalent (ranitidine) in late 2019 and early 2020, lawsuits were filed in various jurisdictions against brand-name and generic manufacturers, distributors, and retailers of Zantac and ranitidine, a number of which were consolidated in a Multidistrict Litigation (MDL) in the Southern District of Florida. Plaintiffs in all of the lawsuits allege that ranitidine potentially contains a probable human carcinogen, N-Nitrosodimethylamine (NDMA), that they have developed or will develop cancer as a result of their ingestion of ranitidine, and/or that they were otherwise injured. Glenmark Pharmaceuticals Ltd. (GPL) and Glenmark Pharmaceuticals Inc., USA (GPI) were named in the MDL but all claims against them were dismissed in June 2021 on the basis of federal pre-emption. Plaintiffs are appealing those dismissals in the United States Court of Appeals for the Eleventh Circuit, and those appeals remain pending. In addition to the MDL, GPI has also been named in several non-MDL cases that are proceeding in state court (New Mexico, Illinois, and Pennsylvania); such cases are in the early stages. GPL and GPI will continue to defend these cases vigorously.

(f) From time to time the Company and its certain subsidiaries are involved in various intellectual property claims and legal proceedings, which are considered normal to its business. Some of this litigation has been resolved through settlement agreements with the plaintiffs.

i. A multiple putative class and individual action were filed in 2018 by purchasers of branded Zetia and generic Zetia (ezetimibe) against Glenmark Pharmaceuticals Ltd and Glenmark Pharmaceuticals Inc., before the United States District Court for the Eastern District of Virginia seeking relief under the US antitrust laws. The Plaintiffs allege that Glenmark Pharmaceuticals Ltd and Glenmark Pharmaceuticals Inc. and Merck & Co Inc. (“Merck”) violated the federal and state antitrust laws by entering into a so-called reverse payment patent settlement agreement in Hatch-Waxman patent litigation in May 2010 related to Merck''s branded Zetia product. The lawsuits allege that the patent settlement agreement delayed the entry of generic which caused purchasers to pay higher prices. The Company and its US subsidiary (Glenmark Pharmaceuticals Inc., USA) have, subject to final documentation and approval of the Court, after the end of the accounting year, arrived at a settlement with Three Plaintiff Groups collectively representing all of the claims against the Company and Merck in relation to multiple antitrust and consumer protection lawsuits, including a class action, consolidated in the Eastern District of Virginia, US (the "Court”) for a total amount or US$ 87.5 million, payable over two financial years The final settlements will be in accordance with the separate agreements entered into with each of the plaintiff groups and will be subject to the final approval by the Court. The settlements will make clear that the settlements are commercial settlements or civil liabilities and not on the basis of the Company having conceded or admitted any liability, offence, wrongdoing or illegality. Opt-out cases are still pending and timelines are yet to be determined.

ii. Multiple putative class and individual actions were filed in July 2020 by purchasers of branded Bystolic (nebivolol) against Glenmark Pharmaceuticals Ltd.,Glenmark Pharmaceuticals Inc. and Glenmark Pharmaceuticals S.A. (n/k/a Ichnos Sciences S.A.) (collectively, “Glenmark”) in the United States District Court for the Southern District of New York. The Plaintiffs allege that Glenmark and Forest Laboratories, Inc. (“Forest”) violated federal and state antitrust laws by entering into a so-called reverse-payment patent settlement agreement in Hatch-Waxman patent litigation in December 2012 related to Forest''s Bystolic product. The lawsuits allege that the patent settlement agreement and mPEGS-1 collaboration agreement delayed the entry of Glenmark''s generic nebivolol, which caused purchasers of branded Bystolic to pay higher prices. The Court granted Glenmark and defendants motion to dismiss with prejudice. Plaintiffs have filed appeals. Glenmark believes that its patent settlement agreement and mPEGS-1 collaboration agreement are lawful and will continue defending the case vigorously.

(ii) Commitments

(a) Estimated amount of contracts remaining to be executed on capital account, net of advances, not provided for as at 31 March 2023 aggregate H1,043.24 (2022 - H1,362.94)

(b) Estimated amount of contracts remaining to be executed on other than capital account, net of advances, not provided for as at 31 March 2023 aggregate H3,753.24 (2022 - H2,383.26)

Note 31 - Leases Company as lessee

The Company''s leased assets primarily consist of leases for office premises and godowns. Leases of office premises and godowns generally have lease term between 2 to 12 years. The Company has applied low value exemption for leases laptops, lease lines, furniture and equipment and accordingly are excluded from Ind AS 116. The leases includes non cancellable periods and renewable option at the discretion of lessee which has been taken into consideration for determination of lease term.

The weighted average incremental borrowing rate applied to lease liabilities recognised was 10% - 10.40% p.a.

There are several lease agreements with extension and termination options, management exercises significant judgement in determining whether these extension and termination options are reasonably certain to be exercised. Since it is reasonable certain to exercise extension option and not to exercise termination option, the Company has opted to include such extended term and ignore termination option in determination of lease term.

Note 35 - Risk Management Objectives And Policies

The Company is exposed to a variety of financial risks which results from the Company''s operating and investing activities. The Company focuses on actively securing its short to medium term cash flows by minimising the exposure to financial markets.

The Company does not actively engage in the trading of financial assets for speculative purposes nor does it write options.

Financial assets that potentially subject the Company to concentrations of credit risk consist principally of cash equivalents, accounts receivables, other receivables, investment securities and deposits. By their nature, all such financial instruments involve risk including the credit risk of non-performance by counter parties.

The Company''s cash equivalents and deposits are invested with banks.

The Company''s trade and other receivables are actively monitored to review credit worthiness of the customers to whom credit terms are granted and also avoid significant concentrations of credit risks.

The Company''s interest-rate risk arises from long-term borrowings. Borrowings obtained at variable rates expose the Company to cash flow interest-rate risk. Borrowings issued at fixed rates expose the Company to fair value interest-rate risk.

Foreign currency sensitivity

The foreign currency sensitivity analysis has been performed in relation to US Dollar (USD), Euro (EUR) and Russian ruble (RUB).

US Dollar conversion rate was H75.52 at the beginning of the year and scaled to a high of H82.92 and to low of H75.14. The closing rate is H82.16. Considering the volatility in direction of strengthening dollar upto 10%, the sensitivity analysis has been disclosed at 10% movements on strengthening and weakening effect for presenting comparable movement due to currency fluctuations.

Interest rate sensitivity

The Company''s policy is to minimise interest rate cash flow risk exposures on long-term borrowings. The Company has taken long term borrowings of USD 253.28 million which are not on fixed rate of interest. Since, there is some element of interest rate risk associated with this, an interest rate sensitivity analysis has been performed.

The Company has taken short term borrowings on fixed rate of interest. Since, there is no interest rate risk associated with such fixed rate loans; an interest rate sensitivity analysis has not been performed.

The bank deposits are placed on fixed rate of interest of approximately 4.30% to 6.40%. As the interest rate does not vary unless such deposits are withdrawn and renewed, sensitivity analysis is not performed.

The Company has outstanding borrowings of USD 253.28 million (2022 - 253.28 million) which are linked to LIBOR/Benchmark prime lending rate (BPLR). Increases by 25 basis points then such increase shall have the following impact on: *Trade receivables are usually due within 60-180 days. Generally and by practice most customers enjoy a credit period of upto 180 days and are not interest bearing, which is the normal industry practice. All trade receivables are subject to credit risk exposure. However, the Company does not identify specific concentrations of credit risk with regard to trade and other receivables, as the amounts recognised represent a large number of receivables from various customers.

Trade receivables are typically unsecured and are derived from revenue earned from customers. Credit risk has always been managed by each business segment through credit approvals, establishing credit limits and continuously monitoring the credit worthiness of customers to which the company grants credit terms in the normal course of business. In accordance with Ind AS 109, the Company uses (expected credit loss) model to assess the impairment loss or gain. The Company uses a provision matrix

The Company continuously monitors defaults of customers and other counterparties, identified either individually or by the Company, and incorporates this information into its credit risk controls. The Company''s policy is to deal only with creditworthy counterparties.

The Company''s management considers that all the above financial assets that are not impaired for each of the reporting dates and are of good credit quality, including those that are past due. None of the Company''s financial assets are secured by collateral or other credit enhancements.

In respect of trade and other receivables, the Company''s credit risk exposure towards any single counterparty or any group of counterparties having similar characteristics is considered to be negligible. The credit risk for liquid funds and other short-term financial assets is considered negligible, since the counterparties are reputable banks with high quality external credit ratings.

Liquidity risk analysis

The Company manages its liquidity needs by carefully monitoring scheduled debt servicing payments for long-term financial liabilities as well as cash outflows due in day-to-day business. Liquidity needs are monitored in various time bands, on a day-today and week-to-week basis, as well as on the basis of a rolling 30-day projection. Long-term liquidity needs for a 180-day and a 360-day lookout period are identified monthly.

The Company maintains cash and marketable securities to meet its liquidity requirements for up to 30 day period. Funding in regards to long-term liquidity needs is additionally secured by an adequate amount of committed credit facilities and the ability to sell long-term financial assets.

For long term borrowings refer note 13 and for Lease obligations refer note 31 for further details Note 36 - Capital Management Policies and Procedures

The Company objectives when managing capital are to safeguard their ability to continue as a going concern so that they can continue to provide returns for shareholders and benefits for other stakeholders, and maintain an optimal structure to reduce the cost of capital. In order to maintain or adjust the Capital structure, the Company may adjust the amounts of dividends paid to shareholders, return capital to shareholders, issue new shares or sell new assets to reduce debt.

(ii) Dividends not recognised at the end of the reporting period.

In addition to the above dividends, since year end the Board of Directors have recommended the payment of a final dividend of H2.50 (2022 - H2.50) per fully paid up equity share. This proposed dividend is subject to the approval of shareholders in the ensuing Annual General Meeting.

Note 37 - Reclassification

Certain prior year amounts have been reclassified for consistency with the current year presentation. As a result, certain line items have been amended in the financial statements. These reclassifications had no effect on the reported results of operations. Comparative figures have been adjusted to conform to the current year''s presentation.

Note 38 - Exceptional Items 31 March 2023

The Company and its US subsidiary (Glenmark Pharmaceuticals Inc., USA) have, subject to final documentation and approval of the Court, after the end of the accounting year, arrived at a settlement with Three Plaintiff Groups collectively representing all of the claims against the Company and Merck in relation to multiple antitrust and consumer protection lawsuits, including a class action, consolidated in the Eastern District of Virginia, U.S. (the “Court") for a total amount of US$ 87.5 million (US Dollar Eighty Seven Point Five million), payable over two financial years. The final settlements will be in accordance with the separate agreements entered into with each of the plaintiff groups and will be subject to the final approval by the Court. The settlements will make clear that the settlements are commercial settlements of civil liabilities and not on the basis of the Company having conceded or admitted any liability, offence, wrongdoing or illegality.

In view of the above and as a prudent measure, the Company has made a provision for the estimated settlement amount of H8,010.53 (equivalent of US$ 87.5 million and related costs) and charged the same to profit and loss account for the year ended 31 March 2023. Due to the non-recurring nature of the provision, the Company has classified this provision as an exceptional item in the financial statements for the year ended 31 March 2023. The resultant deferred tax asset of H2,799.20 has also been recognised. On finalisation of settlement agreements and final approval of the Court, the crystallized liability will be accounted after adjusting the provisions in this respect in the year of final settlement and Court approval.

Exceptional item in the standalone financials for the year ended 31 March 2023 includes a net gain of H3051.85 arising from the divestment of select tail brands and sub-brands from the dermatology segment (India and Nepal business) and gain on sale of cardiac brand Razel (India and Nepal business), net of trade expenses, trade receivables, inventory write-off, other reimbursable expenses and remediation cost of India manufacturing sites.

31 March 2022

On 3rd August 2021, Glenmark Life Sciences Limited (GLS) completed allottment of shares as part of its Initial Public Offering (IPO) and Offer for Sale (OFS). The company offered 6.3 million equity shares of H2 each through OFS and resulted in a gain of H4,303.33 (net of related expenses and cost of equity shares) and recorded as an exceptional item in the financial statements.

Post the sale and IPO, the Company''s holding in equity shares of GLS has reduced from 100% to 82.84%.

NOTE 40 - SEGMENT REPORTING

In accordance with Ind AS 108 “Operating Segments", segment information has been given in the consolidated Ind AS financial statements, and therefore, no separate disclosure on segment information is given in these financial statements.

NOTE 41 - OTHER STATUTORY INFORMATION

a) The Company does not have any benami property, where any proceeding has been initiated or pending against the Company for holding any benami property.

b) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

c) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities

(Intermediaries) with the understanding that the Intermediary shall :

i) directly or indirectly lend or invest in other persons or, entities identified in any manner whatsoever by or/on behalf of the Company (ultimate beneficiaries) or

ii) provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.

d) The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act,1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.)

e) The Company is not declared wilful defaulter by any bank or financials institution or lender during the year.

f) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory

period.

g) The title deeds of all the immovable properties, (other than immovable properties where the Company is the lessee and the lease agreements are duly executed in favour of the Company) disclosed in the financial statements included in property, plant and equipment and capital work-in progress are held in the name of the Company as at the balance sheet date.

h) The Company does not have any transactions with companies which are struck off under section 248 of the Companies Act, 2013 or section 560 of the Companies Act, 1956.

i) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (funding party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the funding party (ultimate beneficiaries) or,

ii) provide any guarantee, security or the like on behalf of the ultimate beneficiaries.

NOTE 42 - AUTHORISATION OF FINANCIAL STATEMENTS

The financial statements for the year ended 31 March 2023 were approved by the Board of Directors on 19 May 2023.


Mar 31, 2022

There is no capital work in progress whose completion is overdue or has exceeded its cost as compare to its original plan as at 31 March 2022 and 31 March 2021.

Note 3.2 - Right-of-Use Asset

The Company has entered into an lease arrangement for office premises and furniture in the ordinary course of business. Such leases are generally for a period of 2 to 12 years, with option of renewal on a periodic basis by mutual consent of both parties. Most of the operating leases provide for a percentage increase in rent, at the end of the original lease terms, for future renewed periods. These leasing arrangements are cancellable by the lessor/lessee within 1 to 3 months'' notice except in case of certain leases where there is a lock in period/ non-cancellable period of 4 to 5 years. The Company does not have any lease restrictions and commitment towards variable rent as per the contract.

At the year end, the intangibles being product developments/brands with indefinite or indeterminable lives were tested for impairment based on conditions at that date. In performing the impairment testing management considers various factors such as the size of the target market, competition, future possible price/volume erosion.

The recoverable amount of each assets/CGU was determined based on value-in-use calculations, covering a detailed five-year forecast, followed by an extrapolation of expected cash flows for the remaining useful lives using growth rates determined by management. The present value of the expected cash flows of each assets/ CGU is determined by applying a suitable discount rate.

Long-term growth rates

The long-term growth rates reflect the long-term average growth rates for the product lines and industry. The growth rate is in line with the overall long-term average growth rates because this sector is expected to continue to grow at above average rates in the foreseeable future. The long-term growth rate is 2% (2021- 2%).

Cash flow assumptions

Management''s key assumptions include stable profit margins, based on past experience in this market. The Management believes that this is the best available input for forecasting.

Apart from the considerations in determining the value-in-use of the CGU, management is not currently aware of any other probable changes that would necessitate changes in its key estimates. However the estimates of recoverable amount are particularly sensitive to the discount rate. If the discount rate used is increased by 1%, it would have no impact on the impairment testing.

Discount rates

The discount rates reflect appropriate adjustments relating to market risk and specific risk factors of each asset/CGU. The present value of the expected cash flows of each asset is determined by applying a discount rate in the range of 10% to 14.50%.

Pursuant to the Taxation Law (Amendment) Ordinance 2019 (''Ordinance'') Issued by Ministry of Law and Justice (Legislative Department) on 20 September 2019 which is effective 1 April 2019, Indian companies have the option to pay corporate income tax at the rate of 22% plus applicable surcharge and cess subject to certain conditions. The Ordinance has been subsequently been enacted as Taxation Laws (Amendment) Act, 2019. The Company made an assessment of the impact and decided to continue with the existing tax structure until utilisation of accumulated minimum alternative tax (MAT) credit and other exemptions. The Company has also re-measured its deferred tax liability following the clarification issued by Technical Implementation Group of Ind AS implementation Committee by applying the lower tax rate in measurement of deferred taxes only to extent that the deferred tax liabilities are expected to be reversed in the period during which it expects to be subject to lower tax rate.

In assessing the reliability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realised. The ultimate realisation of deferred tax assets is dependent upon the generation of future taxable income during the periods in which the temporary differences become deductible. The amount of the deferred tax assets considered realisable, however, could be reduced in the near term if estimates of future taxable income including taxable temporary differences in the future periods are reduced.

Refer note 14(i) for hypothecation of stocks of raw materials, packing materials, finished goods and work-in-process.

Inventory write downs are accounted, considering the nature of inventory , ageing of inventory as well as provisioning policy of the Company. The Company recorded inventory write down of '' 700.49 (2021 - '' 786.88). This is included as part of cost of materials consumed and changes in inventories of finished goods, work-in-process and stock -in- trade in the statement of profit and loss, as the case may be.

Note 11 - Equity and Reservesa) Ordinary shares

The Company presently has only one class of ordinary shares. For all matters submitted to vote in the shareholders meeting, every holder of ordinary shares, as reflected in the records of the Company on the date of the shareholders'' meeting, has one vote in respect of each share held. All shares are equally eligible to receive dividends and the repayment of capital in the event of liquidation of the Company.

The Company has an authorised share capital of 2,370,000,000 equity shares of '' 1 each.

b) Dividends

Indian statutes mandate that dividends be declared out of distributable profits in accordance with the regulations. Should the Company declare and pay dividends, such dividends are required to be paid in INR to each holder of equity shares in proportion to the number of shares held. Dividends are taxable in the hands of the shareholders and tax is deducted by the Company at applicable rates.

c) Reserves

Securities premium reserve - The amount received by the Company over and above the face value of shares issued is shown under this head. It is available for utilisation as per the provisions of the Companies Act, 2013.

Capital redemption reserve - The capital redemption reserve had been created as per the requirement of earlier provisions of Companies Act, 1956. Such reserve is not currently available for distribution to the shareholders. The reserve can be utilised in accordance with the provisions of section 69 of the Companies Act, 2013.

General reserve - The Company has transferred a portion of the net profit of the Company before declaring dividend to general reserve pursuant to the earlier provisions of Companies Act, 1956. Mandatory transfer to general reserve is not required under the Companies Act, 2013.

Retained earnings - Accumulated earnings include all current and prior period profits as disclosed in the statement of profit and loss.

Stock compensation reserve - Stock compensation reserve consists of employee compensation cost allocated over the vesting period of options granted to employees. Such cost is recognised in statement of profit and loss and is credited to the reserve. Upon exercise of options, such reserves are reclassified to equity share capital at the nominal capital value and excess through securities premium as the case may be.

(IV) As at 31 March 2022, Pursuant to Employee Stock Options Scheme 2016, 78,717 options were outstanding, which upon exercise are convertible into equivalent number of equity shares.

(V) Right, Preference and restriction on shares

The Company presently has only one class of ordinary equity shares. For all matters submitted to vote in the shareholders meeting, every holder of ordinary equity shares, as reflected in the records of the Company on the date of the shareholders'' meeting, has one vote in respect of each share held. All shares are equally eligible to receive dividends and the repayment of capital in the event of liquidation of the Company.

(VI) In the period of five years immediately preceeding 31 March 2022, the Company has not allotted any shares as fully paid up pursuant to contracts without payment being received in cash. Further, the Company has neither issued bonus shares nor bought back any shares during the aforementioned period.

(VII) Employee Stock Option Scheme 2016 (ESOS)

The Company has formulated an Employee Stock Option Scheme 2016 ("ESOS 2016") under which it has made grants on various dates from time to time. Each grant has a vesting period which varies from 1 - 6 years from the date of grant depending on the terms of the grant. The grants are made at the market price of the equity shares of the Company on either the date of the grant or the closing price of the date prior to the day of the grant or the price decided by the Nomination & Remuneration Committee of the Board. Pursuant to ESOS 2016, 78,717 options were outstanding as at 31 March 2022, which upon exercise are convertible into equivalent number of equity shares. Employee stock compensation charged during the year is '' 2.28 (2021 -'' 18.53).

(A) U.S. $ 200,000,000, 2.00 % Resettable Onward starting equity-linked securities (Bonds):

The Company had issued Bonds on 28 June 2016. The Bonds become convertible at the option of the holders'' of the Bonds (the “Bondholders") after 1 December 2017 and upto the close of business on 18 June 2022 into equity shares. Each Bond will be convertible at the option of the holder thereof into fully paid equity shares at the initial conversion price determined on 30 November 2017.

On 30 November 2017, the Company set the initial conversion price (i.e. the price at which the ordinary shares of the Company will be issued upon conversion of Bonds subject to any further adjustments according to conditions) at '' 861.84 as determined in accordance with condition 6.1.3 of the Trust deed. As of 31 March 2021, none of the Bondholders have opted for the conversion option.

On 30 November 2017, the Company confirmed the fixed exchange rate as INR 64.5238 in accordance with the condition 6.1.1 (b) of the Trust Deed dated 28 June 2016 which provides that the fixed exchange rate shall be the FX rate (INR per U.S. $ 1) based on Bloomberg''s “BFIX" USD/INR spot mid-price rate 12.00 (Hongkong time) on 30 November 2017.

Unless previously converted, redeemed or purchased and cancelled, the Bonds will be redeemed on 28 June 2022 (Maturity Date) at 126.42% of their principal amount, together with accrued interest (if any), calculated upto but excluding the Maturity Date. The Company may, at its own discretion, redeem the Bonds in whole, but not in part, subject to satisfaction of certain conditions.

As per the original Trust Deed, each Bondholder has the right to require the Company to redeem in whole or in part, such Bondholder''s Bonds, on 28 July 2021 (Put Option Date), at a price equal to 121.78% of its outstanding principal amount of Bonds, together with interest (if any) accrued but unpaid on 28 July 2021. This was amended in April, 2021 (see note below on Tender Offer and Consent Solicitation).

The FCC Bonds were partially bought back in October 2018 (see note below on Buyback). In addition to that, the Company approved for tender and consent solicitation for amendment of FCC Bonds in February, 2021 (see note below on Tender Offer and Consent Solicitation). Further, the FCC Bonds were partially bought back in September, 2021 and April, 2022 (see note below on Buyback). The balance outstanding FCC Bonds were redeemed in May, 2022. (See note below on buyback).

The FCC Bonds were delisted from the Singapore stock exchange in May, 2022.

Buy back of the Company’s U.S. $ 200,000,000 2.00% resettable onward starting equity- linked securities due 2022 - October, 2018:

In September 2018, the Company approved the launch of buyback of FCC Bonds (“Buyback FCCBs") from existing holders of FCC Bonds (“Buyback Bondholders"). MUFG Securities Asia Limited and J.P. Morgan Securities Limited were appointed as Dealer Managers, on behalf of the Company to buyback FCC Bonds at a buyback price of 105% of the principal amount outstanding (being U.S. $ 262,500 for each U.S. $ 250,000 of FCC Bonds), up to an aggregate purchase price of U.S. $ 100 million plus accrued and unpaid interest per FCC Bond. In October 2018, the Company agreed to buyback U.S. $ 86.5 million in aggregate principal amount (representing 346 FCC Bonds in number of U.S. $ 250,000 denomination for each FCC Bond) of the FCC Bonds. These Buyback FCCBs represented 43.25% of the aggregate FCC Bonds. On the closing/settlement date, the Company paid an aggregate purchase price of U.S. $ 90,825,000 for the Buyback FCCBs, plus accrued but unpaid interest. Following settlement, the FCC Bonds bought back were cancelled and U.S. $ 113.5 million in aggregate principal amount of FCC Bonds remained outstanding. The Company undertook buyback to monetize the opportunity available and to push maturity of external debt. The Company utilised proceeds from an unsecured External Commercial Borrowing facility of up to U.S.$ 100 million (“ECB Facility") from MUFG Bank, Ltd., Singapore Branch, to refinance these Bonds.

Tender Offer of the Company’s U.S. $ 200,000,000 2.00% resettable onward starting equity- linked securities due 2022 and Consent Solicitation from Bondholders - April, 2021:

In March, 2021, the Company announced a launch of a tender offer of the FCC Bonds. The Hong Kong and Shanghai Banking Corporation Limited was appointed as the Dealer Manager on behalf of the Company to tender an aggregate principal amount of up to U.S. $ 38.5 million at a purchase price of 120.30% of the principal amount of the FCC Bonds (Tender Offer) and also invited the holders of the FCC Bonds to approve the amendment of the optional put notice period from not later than 30 days nor more than 60 days prior to the Put Option Date to a minimum of 150 days prior to the Put Option Date by passing an Extraordinary Resolution (Consent Solicitation).

Tender Offer: In April, 2021, an aggregate principal amount of U.S. $ 36.75 million (representing 147 FCC Bonds in number of U.S. $ 250,000 denomination for each FCC Bond) were validly tendered pursuant to the Offer. These tendered FCC Bonds represented 32.38% of the outstanding FCC Bonds. On the closing/settlement date, the Company paid an aggregate purchase price of U.S. $ 44,210,250 plus accrued but unpaid interest. Following settlement, the tendered FCC Bonds were cancelled and U.S. $ 76.75 million in aggregate principal amount of FCC Bonds remained outstanding. The Company undertook this tender to manage the Company''s debt maturity profile by reducing near-term repayable outstanding indebtedness and to reduce interest costs. The Company utilised proceeds from unsecured External Commercial Borrowing facilities from Fifth Third Bank and International Finance Corporation to refinance these Bonds (see note below on Fifth Third Bank and IFC).

Consent Solicitation: An Extraordinary Resolution was duly passed at the Bondholders Meeting held on 12 April 2021, with 99.78 per cent. of votes cast in favour of the amendment to the optional put notice period. The Company also executed the Supplemental Trust Deed to make the amendment effective from 12 April 2021.

Buy back of the Company’s U.S. $ 200,000,000 2.00% resettable onward starting equity- linked securities due 2022 - September, 2021:

In September 2021, the Company executed a discrete buyback of FCC Bonds (“Buyback FCCBs") from an existing holder of FCC Bonds for principal value of U.S. $ 1 million. The Hong Kong and Shanghai Banking Corporation Limited acted as Dealer Manager, on behalf of the Company to buyback FCC Bonds at a buyback price of 120.30% of the principal amount (representing 4 FCC Bonds in number of U.S. $ 250,000 denomination for each FCC Bond) of the FCC Bonds. On 15 September, 2021, the Company paid an aggregate purchase price of U.S. $ 1,203,000 for the Buyback FCCBs, plus accrued but unpaid interest. Following settlement, the FCC Bonds bought back were cancelled and U.S. $ 75.75 million in aggregate principal amount of FCC Bonds remained outstanding.

Buy back of the Company’s U.S. $ 200,000,000 2.00% resettable onward starting equity- linked securities due 2022 - April and May, 2022:

In April 2022, the Company executed a buyback of FCC Bonds (“Buyback FCCBs") from an existing holder of FCC Bonds for principal value of U.S. $ 75 million. The Hong Kong and Shanghai Banking Corporation Limited acted as Dealer Manager, on behalf of the Company to buyback FCC Bonds at a buyback price of 125.26% of the principal amount (representing 300 FCC Bonds in number of U.S. $ 250,000 denomination for each FCC Bond) of the FCC Bonds. On 7 April, 2022, the Company paid an aggregate purchase price of U.S. $ 93,945,000 for the Buyback FCCBs, plus accrued but unpaid interest. Following settlement, the FCC Bonds bought back were cancelled and U.S. $ 0.75 million in aggregate principal amount of FCC Bonds remained outstanding.

Following the above buyback in April, 2022, the Company issued a Notice of early redemption to the remaining holders of FCC Bonds for principal value of outstanding U.S. $ 0.75 million for redemption in May, 2022. On 9 May, 2022, the Company paid an aggregate amount of U.S. $ 9,42,860.24 for the Buyback FCCBs, plus accrued but unpaid interest and concluded the redemption of FCC Bonds as per the terms of the Trust Deed.

Subsequently FCC Bonds were delisted from the Singapore Stock Exchanges.

(B) U.S. $ 90,825,000, MUFG Bank, ECB Facility:

The Company has obtained Loan Registration Number (LRN) from RBI to raise an ECB Facility to the extent of U.S. $ 100 million. In October 2018, the ECB Facility for U.S. $ 90,825,000 was raised and the proceeds were utilized for the purpose of repurchasing the FCC Bonds. The ECB Facility was raised from MUFG Bank, Singapore with an initial maturity of 5 years. The interest rate for the first 3 years is 4.956% p.a and the interest for the subsequent 2 years is 5.25% p.a.

However, in December, 2021, the loan was extended to bullet maturity of December, 2026. The interest rate was fixed at 4.69% p.a. up to September, 2023 and thereafter at an interest margin of 1.95% p.a. over U.S. $ LIBOR.

(C) U.S. $ 200,000,000, Syndicated ECB facility :

The Company has obtained LRN from RBI to raise an ECB Facility to the extent of U.S. $ 200 million. During the period November, 2020 to January, 2021, the ECB Facility for U.S. $ 200 million was raised and the proceeds were utilized for the purpose of refinancing of the 4.5% Senior Notes. The ECB Facility was raised from 9 Foreign banks with a maturity of 3.5 years. The interest margin is 3.15%p.a.over U.S. $ LIBOR. The Company refinanced this ECB by availing a new ECB - U.S. $ 228 million Sustainability Linked Loan in March 2022. (See note below on U.S. $ 228,000,000, Sustainability linked syndication loan, ECB Facility).

(D) U.S. $ 28,000,000, Fifth Third Bank, ECB Facility:

The Company has obtained LRN from RBI to raise an ECB Facility to the extent of U.S. $ 28 million. The ECB Facility for U.S. $ 28 million was executed in March, 2021 and the Company availed the entire amount in April, 2021 and the proceeds were utilized for the purpose of refinancing of the FCC Bonds. The ECB Facility was raised from Fifth Third Bank, National Association with a maturity of 3.5 years. The interest margin is 3.15% p.a. over U.S. $ LIBOR. The Company refinanced this ECB by availing a new ECB - U.S. $ 228 million Sustainability Linked Loan in March 2022. (See note below on U.S. $ 228,000,000, Sustainability linked syndication loan, ECB Facility).

(E) U.S. $ 40,000,000, International Finance Corporation (IFC), ECB Facility:

The Company has obtained LRN from RBI to raise an ECB Facility to the extent of U.S. $ 40 million. The ECB Facility for U.S. $ 40 million was executed in February, 2021 and the Company availed U.S. $ 16,574,250 in April, 2021 and the proceeds were utilized for the purpose of refinancing the FCC Bonds. The Company further availed U.S. $ 7,500,000 and U.S. $ 1,203,000 in June, 2021 and September, 2021 respectively. The ECB Facility was raised from International Finance Corporation with a maturity of 5.7 years. The interest margin over U.S. $ LIBOR was 3.08%p.a. up to September, 2021 and 2.83%p.a. thereafter.

(F) U.S. $ 228,000,000, Sustainability linked syndication loan, ECB Facility:

The Company has obtained LRN from RBI to raise an ECB Facility to the extent of U.S. $ 228 million. During March 2022, the Sustainability linked loan for U.S. $ 228 million was raised and the proceeds were utilized for the purpose of refinancing the U.S. $ 200 million Syndication loan and U.S. $ 28 million Fifth Third Bank loan. The ECB Facility was raised from 10 Foreign banks with a maturity of 5 years. The interest margin is 1.75%p.a. over SOFR.

Note 26 - Employee Post- Retirement Benefits

The following are the employee benefit plans applicable to the employees of the Company.

a) Gratuity (defined benefit plan)

In accordance with the applicable laws, the Company provides for gratuity, a defined benefit retirement plan (“the Gratuity Plan") covering eligible employees. The Gratuity Plan provides for a lump sum payment to vested employees on retirement, death, incapacitation or termination of employment of amounts that are based on salary and tenure of employment. Liabilities with regard to the gratuity plan are determined by actuarial valuation.

Provident fund and others (defined contribution plan)

Apart from being covered under the gratuity plan described earlier, employees participate in a provident fund plan; a defined contribution plan. The Company makes annual contributions based on a specified percentage of salary of each covered employee to a government recognised provident fund. The Company does not have any further obligation to the provident fund plan beyond making such contributions. Upon retirement or separation an employee becomes entitled for this lump sum benefit, which is paid directly to the concerned employee by the fund. The Company contributed approximately '' 456.32 (2021 - '' 413.43) towards the provident fund plan during the year ended 31 March 2022.

The Company''s pending litigations comprise of proceedings pending with various direct tax, indirect tax and other authorities. The Company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are required and disclosed as contingent liabilities where applicable, in its financial statements. The Company does not expect the outcome of these proceedings to have a materially adverse effect on its financial statements.

(a) In January 2014, the National Pharmaceutical Pricing Authority (NPPA) issued a demand notice of '' 12.24 Crs as overcharging liability of product "Doxovent 400 mg tab" for the period February 2010 to May 2013. The notice also envisaged a payment of '' 3.33 Crs towards interest @15% p.a. on the overcharged amount up to 31 January, 2014. The Company had filed a petition under Article 32 with the Hon''ble Supreme Court of India (Hon''ble Court), challenging the issue of the above mentioned demand notice on various grounds. This petition was tagged along with other petitions filed by other pharmaceutical companies, pending before Hon''ble Court relating to the inclusion criteria of certain drugs including "Theophylline" in the schedule of the DPCO, 1995. The Hon''ble Court passed an ad-interim order stating that no coercive steps be taken against the Company towards the said demand. Whilst the matter was pending before the Hon''ble Supreme Court, in Oct 2015, NPPA issued a fresh demand notice of '' 12.24 Crs as overcharging liability and '' 6.39 Crs as interest thereon calculated upto 30 September, 2015 to which the Company has responded stating that the matter was sub-judice. On 20 July, 2016 Hon''ble Supreme Court heard the Company''s petition and ordered the petition to be transferred back to Hon''ble Delhi High Court to be heard on merits subject to deposit of 50% of the overcharged claimed amount. The Company has deposited '' 6.12 Crs (50% of the overcharged claimed amount). The pleadings have been completed and matter is pending to be listed in the Hon''ble Delhi High Court for final hearing.

(b) On March 10, 2016 Ministry of Health and Family Welfare (MoH) issued notifications prohibiting manufacture for sale, sale and distribution for human use of several Fixed Dose Combination (“FDC") with immediate effect. Several products of the Company were also covered in the notified prohibited “FDC''s". The Company had filed five writ petitions in Hon''ble Delhi High Court challenging the notifications issued. The Hon''ble Delhi High Court has granted interim relief to the Company by staying the notifications banning the FDC''s. The matter was clubbed with petition of other companies before the Supreme Court of India (Hon''ble Court). The Hon''ble Court directed the Drug Technical Advisory Board (DTAB) sub-committee to examine the

ban of drugs. DTAB appointed an expert committee under the chair of Dr. Nilima Kshirsagar to examine the list of banned FDC. Company made due written and oral representations before the Committee in relation to its affected products. The committee submitted its report to the Ministry of Health. Meanwhile taking the proactive approach the Company has revised the composition of the affected FDC''s for its domestic market. Based on the Nilima Kshirsagar Committee Report, MoH on 7 September, 2018 issued series of notification which prohibited the manufacture for sale, sale or distribution for human use of 328 FDCs with immediate effect. It has also restricted the manufacture, sale or distribution of certain of Company''s FDCs subject to certain conditions. The Company filed writ petitions in the Delhi High Court against the 7 notification/s in respect of its affected FDCs which were still circulating in the market and obtained an ad interim stay, on the notifications allowing the Company to liquidate its affected FDCs. Since then the Company on 27 March, 2019, withdrew its Writs except for one product meant for exports and for which the Company continues to enjoy an ad-interim protection.

(c) In October 2019 National Pharmaceutical Pricing Authority (NPPA) issued a Show Cause Notice alleging that the Company had violated DPCO 2013 by self-invoking Para 32 in respect of its product Remolifozin Etabonate Metformin by not seeking approval for exemption from the Government. Although the Company has responded to the Show cause notice, on 2 January, 2020, NPPA issued a letter seeking production of documents /records under Para 29. The Company challenged the decision of NPPA by filing a writ petition before Hon''ble Delhi High Court. In January 2020, Hon''ble Delhi High Court was pleased to note NPPA''s submission that without prejudice to their rights of the parties, NPPA will grant a hearing to the Company, to decide on the Company''s entitlement under paragraph 32 of the DPCO, 2013 and disposed of the petition, with a noting that in view of the personal hearing, the impugned orders will not be given effect to. Although NPPA granted the Company personal hearing, it issued a price order notification in March 2020 notifying the price of Remolifozin Etabonate Metformin Hydrocloride without deciding the entitlement under paragraph 32 of the DPCO, 2013. The Company thereafter challenged various orders passed by the NPPA by filing a fresh writ petition. After hearing both Parties, Hon''ble Delhi High Court was pleased to grant the no coercive action in favour of the Company based on the Impugned Orders dated 3 March, 2020 and 20 March, 2020. The matter is sub-judice.

(d) On a complaint by a stockiest with the Competition Commission of India (“CCI") in July 2015 against pharma co.''s (including the Company and its C&F agent) and the Trade associations, alleging refusal to supply medicines to it in spite of having all valid licenses and documents, CCI ordered the Director General (“DG") to investigate and submit a report. CCI clubbed this matter with other matters on a similar complaint against other pharmaceutical co.''s and local Trade associations. On submission of DG''s report CCI issued notices to the Company and some of its employees to submit their objections to the said Report. Despite having contested DG''s claim, CCI in its order has found the Company and concerned employees guilty as having contravened provision 3(1) of the Competition Act, 2002 and has levied penalty under the Act. The Company and the concerned employees have appealed the said Order at National Company Law Tribunal ("NCLAT").

(e) In response to FDA action on Zantac and its generic equivalent (ranitidine) in late 2019 and early 2020, in various jurisdictions against brand-name and generic manufacturers, distributors, and retailers of Zantac and ranitidine which were consolidated in a Multidistrict Litigation (MDL) in the Southern District of Florida. Glenmark Pharmaceuticals Ltd. (GPL) and Glenmark Pharmaceuticals Inc., USA (GPI) are named in the MDL. In addition to the MDL, GPI has also been named in lawsuits filed in New Mexico state court by the AG''s office of New Mexico, in Maryland state court by the Mayor and City Counsel of Baltimore, and in California state court by private plaintiffs. Plaintiffs in all of the lawsuits allege that ranitidine potentially contains a probable human carcinogen, N-Nitrosodimethylamine (NDMA), that they have developed or will develop cancer as a result of their ingestion of ranitidine, and/or that they were otherwise injured. GPL and GPI asserted a number of defenses and filed renewed motions to dismiss the claims against it in the MDL. GPL and GPI has filed motions to dismiss in New Mexico, Maryland and California state court. GPL and GPI will continue to defend vigorously.

(f) From time to time the Company and its certain subsidiaries are involved in various intellectual property claims and legal proceedings, which are considered normal to its business. Some of this litigation has been resolved through settlement agreements with the plaintiffs.

i. A multiple punitive class and individual action were filed in 2018 by purchasers of branded Zetia and generic Zetia (ezetimibe) against Glenmark Pharmaceuticals Ltd and Glenmark Pharmaceuticals Inc., before the United States District Court for the Eastern District of Virginia seeking relief under the US antitrust laws. The Plaintiffs allege that Glenmark Pharmaceuticals Ltd, Glenmark Pharmaceuticals Inc. and Merck & Co Inc. (“Merck") violated the federal and state antitrust laws by entering into a so-called reverse payment patent settlement agreement in Hatch-Waxman patent litigation in May 2010 related to Merck''s branded Zetia product. The lawsuits allege that the patent settlement agreement delayed the entry of generic which caused purchasers to pay higher prices. On December 11, 2020 further allegations were filed

in state court in California. These cases seek various forms of reliefs including monetary reliefs, including damages. Glenmark Pharmaceuticals Ltd and Glenmark Pharmaceuticals Inc. believes that its patent settlement agreement is lawful and served to increase competition and is defending the same vigorously.

ii. A multiple putative class and individual actions were filed in July 2020 by purchasers of branded Bystolic (nebivolol) against Glenmark Pharmaceuticals Ltd.,Glenmark Pharmaceuticals Inc. and Glenmark Pharmaceuticals S.A. (n/k/a Ichnos Sciences S.A.) (collectively, “Glenmark") in the United States District Court for the Southern District of New York. The Plaintiffs allege that Glenmark and Forest Laboratories, Inc. (“Forest") violated federal and state antitrust laws by entering into a so-called reverse-payment patent settlement agreement in Hatch-Waxman patent litigation in December 2012 related to Forest''s Bystolic product. The lawsuits allege that the patent settlement agreement and mPEGS-1 collaboration agreement delayed the entry of generic which caused purchasers to pay higher prices. Glenmark believes that its patent settlement agreement and mPEGS-1 collaboration agreement are lawful and is defending vigorously.

(ii) Commitments

(a) Estimated amount of contracts remaining to be executed on capital account, net of advances, not provided for as at 31 March 2022 aggregate '' 1,362.94 (2021 - '' 1,052.80)

(b) Estimated amount of contracts remaining to be executed on other than capital account, net of advances, not provided for as at 31 March 2022 aggregate '' 2,383.26 (2021 - '' 1,775.38)

Note 31 - Leases Company as lessee

The Company''s leased assets primarily consist of leases for office premises and godowns. Leases of office premises and godowns generally have lease term between 2 to 12 years. The Company has applied low value exemption for leases laptops, lease lines, furniture and equipment and accordingly are excluded from Ind AS 116. The leases includes non cancellable periods and renewable option at the discretion of lessee which has been taken into consideration for determination of lease term.

The weighted average incremental borrowing rate applied to lease liability recognised was 10.40% p.a.

There are several lease agreements with extension and termination options, management exercises significant judgement in determining whether these extension and termination options are reasonably certain to be exercised. Since it is reasonable certain to exercise extension option and not to exercise termination option, the Company has opted to include such extended term and ignore termination option in determination of lease term.

Investment in subsidiaries are carried at cost.

Trade receivables comprise amounts receivable from the sale of goods and services.

The management considers that the carrying amount of trade and other receivables approximates their fair value.

Bank balances and cash comprise cash and short-term deposits held by the Company. The carrying amount of these assets approximates their fair value.

Trade and other payables principally comprise amounts outstanding for trade purchases and on-going costs. The management considers that the carrying amount of trade payables approximates to their fair value.

The Bonds are interest bearing instruments with an embedded derivative instrument of conversion option. The instrument''s value predominately consist of liability measured at amortised cost; the embedded derivative is measured at FVTPL .

Fair value hierarchy :

Level 2 : All FVTPL and FVOCI financial assets and liabilities are classified under level 2 of fair value hierarchy except quoted investments amounting to '' 0.46 (2021 - ''0.66) which are classified as level 1 inputs.

Note 34 - Note on Expenditure on Corporate Social Responsibility

The information regarding projects undertaken and expenses incurred on CSR activities during the year ended 31 March 2022 is as follows :

i Gross amount required to be spent by the Company during the year as per provisions of section 135 of the Companies Act, 2013 - '' 348.54 (2021 - '' 305.17)

The Company is exposed to a variety of financial risks which results from the Company''s operating and investing activities. The Company focuses on actively securing its short to medium term cash flows by minimising the exposure to financial markets.

The Company does not actively engage in the trading of financial assets for speculative purposes nor does it write options.

Financial assets that potentially subject the Company to concentrations of credit risk consist principally of cash equivalents, accounts receivables, other receivables, investment securities and deposits. By their nature, all such financial instruments involve risk including the credit risk of non-performance by counter parties.

The Company''s cash equivalents and deposits are invested with banks.

The Company''s trade and other receivables are actively monitored to review credit worthiness of the customers to whom credit terms are granted and also avoid significant concentrations of credit risks.

The Company''s interest-rate risk arises from long-term borrowings. Borrowings obtained at variable rates expose the Company to cash flow interest-rate risk. Borrowings issued at fixed rates expose the Company to fair value interest-rate risk.

Foreign currency sensitivity

The foreign currency sensitivity analysis has been performed in relation to US Dollar (USD), Euro (EUR) and Russian ruble (RUB).

US Dollar conversion rate was '' 73.23 at the beginning of the year and scaled to a high of '' 76.89 and to low of '' 72.27. The closing rate is '' 75.52. Considering the volatility in direction of strengthening dollar upto 10% , the sensitivity analysis has been disclosed at 10% movements on strengthening and weakening effect for presenting comparable movement due to currency fluctuations.

Interest rate sensitivity

The Company''s policy is to minimise interest rate cash flow risk exposures on long-term borrowings. The Company has taken long term borrowings of USD 253.28 million which are not on fixed rate of interest. Since, there is some element of interest rate risk associated with this, an interest rate sensitivity analysis has been performed.

The Company has taken short term borrowings on fixed rate of interest. Since, there is no interest rate risk associated with such fixed rate loans; an interest rate sensitivity analysis has not been performed.

The bank deposits are placed on fixed rate of interest and accordingly sensitivity analysis is not been performed.

The Company has outstanding borrowings of USD 253.28 million (2021 - 200 million) which are linked to LIBOR/Benchmark prime lending rate (BPLR). Increases by 25 basis points then such increase shall have the following impact on:

Trade receivables are usually due within 60-180 days. Generally and by practice most customers enjoy a credit period of upto 180 days and are not interest bearing, which is the normal industry practice. All trade receivables are subject to credit risk exposure. However, the Company does not identify specific concentrations of credit risk with regard to trade and other receivables, as the amounts recognised represent a large number of receivables from various customers.

Trade receivables are typically unsecured and are derived from revenue earned from customers. Credit risk has always been managed by each business segment through credit approvals, establishing credit limits and continuously monitoring the credit worthiness of customers to which the company grants credit terms in the normal course of business. In accordance with Ind AS 109, the Company uses expected credit loss model to assess the impairment loss or gain. The Company uses a provision matrix to compute the expected credit loss allowance for trade receivables. The provision matrix takes into account available external and internal credit risk factors such as default risk of industry, credit default swap quotes, credit ratings from international credit rating agencies and historical experience for customers.

The Company continuously monitors defaults of customers and other counterparties, identified either individually or by the Company, and incorporates this information into its credit risk controls. The Company''s policy is to deal only with creditworthy counterparties.

The Company''s management considers that all the above financial assets that are not impaired for each of the reporting dates and are of good credit quality, including those that are past due. None of the Company''s financial assets are secured by collateral or other credit enhancements.

In respect of trade and other receivables, the Company''s credit risk exposure towards any single counterparty or any group of counterparties having similar characteristics is considered to be negligible. The credit risk for liquid funds and other short-term financial assets is considered negligible, since the counterparties are reputable banks with high quality external credit ratings.

Liquidity risk analysis

The Company manages its liquidity needs by carefully monitoring scheduled debt servicing payments for long-term financial liabilities as well as cash-outflows due in day-to-day business. Liquidity needs are monitored in various time bands, on a day-to-day and week-to-week basis, as well as on the basis of a rolling 30-day projection. Long-term liquidity needs for a 180-day and a 360-day lookout period are identified monthly.

The Company maintains cash and marketable securities to meet its liquidity requirements for up to 30-day periods. Funding in regards to long-term liquidity needs is additionally secured by an adequate amount of committed credit facilities and the ability to sell long-term financial assets.

The Company objectives when managing capital are to safeguard their ability to continue as a going concern so that they can continue to provide returns for shareholders and benefits for other stakeholders, and maintain an optimal structure to reduce the cost of capital. In order to maintain or adjust the Capital structure, the Company may adjust the amounts of dividends paid to shareholders, return capital to shareholders, issue new shares or sell new assets to reduce debt.

Note 37 - Impact of Covid -19

The Company continues to closely monitor the impact of the COVID-19 pandemic on all aspects of its business, including how it has impacted and how it will impact its customers, employees, vendors and business partners. The management has exercised due care, in concluding on significant accounting judgements and estimates, inter-alia, recoverability of receivables, assessment for impairment of goodwill, investments, intangible assets, inventory, based on the information available to date, both internal and external, while preparing the financial statements for the year ended 31 March 2022.

As the outbreak continues to evolve, the Company will continue to closely monitor any material changes to future economic conditions.

However, as the Company operates in the industry that is considered essential, the operations were continuing during lockdown by ensuring appropriate measures.

Note 38

Certain prior year amounts have been reclassified for consistency with the current year presentation. As a result, certain line items have been amended in the financial statements. These reclassifications had no effect on the reported results of operations. Comparative figures have been adjusted to conform to the current year''s presentation.

Note 39 - Exceptional Items

On 3rd August 2021, Glenmark Life Sciences Limited (GLS) completed allottment of shares as part of its Initial Public Offering (IPO) and Offer for Sale (OFS). The company offered 6.3 million equity shares of '' 2 each through OFS and resulted in a gain of '' 4,303.33 (net of related expenses and cost of equity shares) and recorded as an exceptional item in the financial statement. Post the sale and IPO, the Company''s holding in equity shares of GLS has reduced from 100% to 82.84 %.

During the previous year ended 31 March 2021, the exceptional items consists of net gain of '' 738.92 on account of gain from transfer of intimate hygiene brand Vwash and reimbursement of onetime costs.

The date of implementation of the Code on Wages 2019 and the Code on Social Security, 2020 is yet to be notified by the Government. The Company will assess the impact of these Codes and give effect in the financial results when the Rules/Schemes thereunder are notified.

(a) Earning for available for debt service = Net Profit after taxes Non-cash operating expenses like depreciation and other amortisations Interest other adjustments like loss on sale of Fixed assets etc.

(b) Debt service = Interest & Lease Payments Principal Repayments

(c) Average inventory = (Opening inventory balance Closing inventory balance) / 2

(d) Net credit sales = Net credit sales consist of gross credit sales minus sales return

(e) Average trade receivables = (Opening trade receivables balance Closing trade receivables balance) / 2

(f) Net credit purchases = Net credit purchases consist of gross credit purchases minus purchase return

(g) Average trade payables = (Opening trade payables balance Closing trade payables balance) / 2

(h) Working capital = Current assets - Current liabilities.

(i) Earning before interest and taxes = Profit before exeptional items and tax Finance costs - Other Income

(j) Capital Employed = Tangible Net Worth Total Debt Deferred Tax Liability

(k) Return on investment = Gain on sale of investment / (Average investment x holding period )

(l) Return on investment = Change in fair value of quoted investment (except subsidiary) / (Average investment x holding period )

Note 42 - Segment Reporting

In accordance with Ind AS 108 “Operating Segments", segment information has been given in the consolidated Ind AS financial statements, and therefore, no separate disclosure on segment information is given in these financial statements.

Note 43 - Other Statutory Information

a) The Company does not have any benami property, where any proceeding has been initiated or pending against the Company for holding any benami property.

b) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

c) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities

(Intermediaries) with the understanding that the Intermediary shall:-

i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or - on behalf of the Company (ultimate beneficiaries) or

ii) provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.

d) The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act,1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

e) The Company is not declared wilful defaulter by and bank or financials institution or lender during the year.

f) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

g) The title deeds of all the immovable properties, (other than immovable properties where the Company is the lessee and the lease agreements are duly executed in favour of the Company) disclosed in the financial statements included in property, plant and equipment and capital work-in progress are held in the name of the Company as at the balance sheet date.

h) The Company does not have any transactions with companies which are struck off under section 248 of the Companies Act, 2013 or section 560 of the Companies Act, 1956.

i) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (funding party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the funding party (ultimate beneficiaries) or

ii) provide any guarantee, security or the like on behalf of the ultimate beneficiaries.

Note 44 - Authorisation of Financial Statements

The financial statements for the year ended 31 March 2022 were approved by the Board of Directors on 27 May 2022.


Mar 31, 2021

At the year end, the intangibles being product developments/brands with indefinite or indeterminable lives were tested for impairment based on conditions at that date. In performing the impairment testing management considers various factors such as the size of the target market, competition, future possible price/volume erosion.

The recoverable amount of each assets/CGU was determined based on value-in-use calculations, covering a detailed five-year forecast, followed by an extrapolation of expected cash flows for the remaining useful lives using growth rates determined by management. The present value of the expected cash flows of each assets/ CGU is determined by applying a suitable discount rate.

Long term growth rates

The long term growth rates reflect the long-term average growth rates for the product lines and industry. The growth rate is in line with the overall long-term average growth rates because this sector is expected to continue to grow at above average rates in the foreseeable future. The terminal growth rate is 2% (2020- 2%).

Cash flow assumptions

Management''s key assumptions include stable profit margins, based on past experience in this market.The Management believes that this is the best available input for forecasting.

Apart from the considerations in determining the value-in-use of the CGU, management is not currently aware of any other probable changes that would necessitate changes in its key estimates. The estimates of recoverable amount are particularly sensitive to the discount rate. However, change in the discount rate up to 1% would have no impact on the impairment testing.

Discount rates

The discount rates reflect appropriate adjustments relating to market risk and specific risk factors of each asset/CGU. The present value of the expected cash flows of each asset is determined by applying a discount rate in the range of 10% to 14.50%.

Pursuant to the Taxation Law (Amendment) Ordinance 2019 (''Ordinance'') Issued by Ministry of Law and Justice (Legislative Department) on 20 September 2019 which is effective 1 April 2019, Indian companies have the option to pay corporate Income tax rate at 22% plus applicable surcharge and cess subject to certain conditions. The Ordinance has been subsequently been enacted as Taxation Laws (Amendment) Act, 2019. The Company made an assessment of the impact and decided to continue with the existing tax structure until utilisation of accumulated minimum alternative tax (MAT) credit and other exemptions. The Company has also re-measured its deferred tax liability following the clarification issued by Technical Implementation Group of Ind AS implementation Committee by applying the lower tax rate in measurement of deferred taxes only to extent that the deferred tax liabilities are expected to be reversed in the period during which it expects to be subject to lower tax rate.

In assessing the reliability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realised. The ultimate realisation of deferred tax assets is dependent upon the generation of future taxable income during the periods in which the temporary differences become deductible. The amount of the deferred tax assets considered realisable, however, could be reduced in the near term if estimates of future taxable income including taxable temporary differences in the future periods are reduced.

Refer note 14(i)for hypothecation of stocks of raw materials, packing materials, finished goods and work-in-process.

Inventory write downs are accounted, considering the nature of inventory , ageing of inventory as well as provisioning policy of the Company. The Company recorded inventory write down of '' 786.88 (2020 - '' 1,020.52). This is included as part of cost of materials consumed and changes in inventories of finished goods, work-in-process and stock -in- trade in the statement of profit and loss, as the case may be.

a) Ordinaryshares

The Company presently has only one class of ordinary shares. For all matters submitted to vote in the shareholders meeting, every holder of ordinary shares, as reflected in the records of the Company on the date of the shareholders'' meeting, has one vote in respect of each share held. All shares are equally eligible to receive dividends and the repayment of capital in the event of liquidation of the Company.

The Company has an authorised share capital of 2,370,000,000 equity shares of '' 1 each.

b) Dividends

Indian statutes mandate that dividends be declared out of distributable profits in accordance with the regulations. Should the Company declare and pay dividends, such dividends are required to be paid in INR to each holder of equity shares in proportion to the number of shares held. Dividends are taxable in the hands of the shareholders and tax is deducted by the Company at applicable rates.

The Company had declared dividend payout of '' 2.50/- per share (2020 - '' 2.50/- per share)

c) Reserves

Securities premium reserve -The amount received by the Company over and above the face value of shares issued is shown under this head. It is available for utilisation as per the provisions of the Companies Act, 2013.

Capital redemption reserve-TThe capital redemption reserve had been created as perthe requirement of earlier provisions of Companies Act, 1956. Such reserve is not currently available for distribution to the shareholders. The reserve can be utilised in accordance with the provisions of section 69 of the Companies Act, 2013.

General reserve - The Company has transferred a portion of the net profit of the Company before declaring dividend to general reserve pursuant to the earlier provisions of Companies Act, 1956. Mandatory transfer to general reserve is not required under the Companies Act, 2013.

Retained earnings - Accumulated earnings include all current and prior period profits as disclosed in the statement of profit and loss.

Stock compensation reserve - Stock compensation reserve consists of employee compensation cost allocated over the vesting period of options granted to employees. Such cost is recognised in statement of profit and loss and is credited to the reserve. Upon exercise of options, such reserves are reclassified to equity share capital at the nominal capital value and excess through securities premium as the case may be.

(III) As at 31 March 2021, Pursuant to Employee Stock Options Scheme 2016, 404,247 options were outstanding, which upon exercise are convertible into equivalent number of equity shares.

(IV) Right, Preference and restriction on shares

The Company presently has only one class of ordinary equity shares. For all matters submitted to vote in the shareholders meeting, every holder of ordinary equity shares, as reflected in the records of the Company on the date of the shareholders'' meeting, has one vote in respect of each share held. All shares are equally eligible to receive dividends and the repayment of capital in the event of liquidation of the Company.

(V) In the period of five years immediately preceeding 31 March 2021, the Company has not allotted any shares as fully paid up pursuant to contracts without payment being received in cash. Further, the Company has neither issued bonus shares nor bought back any shares during the aforementioned period.

(VI) Employee Stock Option Scheme 2016 (ESOS)

The Company has formulated an Employee Stock Option Scheme 2016 (''ESOS'') namely ESOS 2016 under which it has made grants on various dates from time to time. Each grant has a vesting period which varies from 1 - 6 years from the date of grant depending on the terms of the grant. The grants are made at the market price of the equity shares of the Company on either the date of the grant or the closing price of the date prior to the day of the grant or the price decided by the Nomination & Remuneration Committee of the Board. Pursuant to ESOS 2016, 404,247 options were outstanding as at 31 March 2021, which upon exercise are convertible into equivalent number of equity shares. Employee stock compensation charged during the year is '' 18.53 (2020 '' 30.84).

U.S. $ 200,000,000, 2.00 % Resettable Onward starting equity-linked securities (Bonds):

The Company had issued Bonds on 28 June 2016. The Bonds become convertible at the option of the holders'' of the Bonds (the "Bondholders”) after 1 December 2017 and upto the close of business on 18 June 2022 into equity shares. Each Bond will be convertible at the option of the holder thereof into fully paid equity shares at the initial conversion price determined

on 30 November 2017.

On 30 November 2017, the Company set the initial conversion price (i.e. the price at which the ordinary shares of the Company will be issued upon conversion of Bonds subject to any further adjustments according to conditions) at '' 861.84 as determined in accordance with condition 6.1.3 of the Trust deed. As of 31 March 2021, none of the Bondholders have opted for the conversion option.

On 30 November 2017, the Company confirmed the fixed exchange rate as INR 64.5238 in accordance with the condition 6.1.1 (b) of the Trust Deed dated 28 June 2016 which provides thatthe fixed exchange rate shall be the FX rate (INR per U.S. $ 1) based on Bloomberg''s "BFIX" USD/INR spot mid-price rate 12.00 (Hongkong time) on 30 November 2017.

Unless previously converted, redeemed or purchased and cancelled, the Bonds will be redeemed on 28 June 2022 (Maturity Date) at 126.42% of their principal amount, together with accrued interest (if any), calculated upto but excluding the Maturity Date. The Company may, at its own discretion, redeem the Bonds in whole, but not in part, subject to satisfaction of certain conditions.

The FCC Bonds were partially bought back in October 2018. In addition to that, the Company approved for tender and consent solicitation for amendment of FCC Bonds in February, 2021 (see note below on Tender Offer and Consent Solicitation).

As per the original Trust Deed, each Bondholder has the right to require the Company to redeem in whole or in part, such Bondholder''s Bonds, on 28 July 2021 (Put Option Date), at a price equal to 121.78% of its outstanding principal amount of Bonds, together with interest (if any) accrued but unpaid on 28 July 2021. This is amended in April, 2021(see note below on Tender Offer and Consent Solicitation).

Tender Offer of the Company''s U.S. $ 200,000,000 2.00% resettable onward starting equity- linked securities due 2022 and Consent Solicitation from Bondholders - April, 2021:

In March, 2021, the Company announced a launch of a tender offer of the FCC Bonds. The Hong Kong and Shanghai Banking Corporation Limited was appointed as the Dealer Manager on behalf of the Company to launch a tender offer, an aggregate principal amount of up to U.S. $ 38.5 million at a purchase price of 120.30% of the principal amount of the FCC Bonds (Tender Offer) and also invited the holders of the FCC Bonds to approve the amendment of the optional put notice period from not later than 30 days nor more than 60 days prior to the Put Option Date to a minimum of 150 days prior to the Put Option Date by passing an Extraordinary Resolution (Consent Solicitation).

Tender Offer: In April, 2021, an aggregate principal amount of U.S. $ 36.75 million (representing 147 FCC Bonds in number of U.S. $ 250,000 denomination for each FCC Bond) were validly tendered pursuant to the Offer. These tendered FCCBs represented 32.38% of the outstanding FCC Bonds. On the closing/settlement date, the Company paid an aggregate purchase price of U.S. $ 44,210,250 plus accrued but unpaid interest. Following settlement, the tendered FCC Bonds were cancelled and U.S. $ 76.75 million in aggregate principal amount of FCC Bonds remained outstanding. The Company undertook this tender to utilize the loan financing to manage the Company''s debt maturity profile by reducing near-term repayable outstanding indebtedness and to reduce interest costs. The Company utilised proceeds from unsecured External Commercial Borrowing facilities from Fifth Third Bank and International Finance Corporation to refinance these Bonds (see note below on Fifth Third Bank and IFC).

Consent Solicitation: An Extraordinary Resolution was duly passed at the Bondholders Meeting held on 12 April 2021, with 99.78 per cent. of votes cast in favour of the amendment to the optional put notice period. The Company also executed the Supplemental Trust Deed to make the amendment effective from 12 April 2021.

U.S. $ 200,000,000,4.5% senior notes (Notes):

The Company issued Notes on 1 August 2016. Maturity of the Notes was on 2 August 2021. The interest on Notes was payable semi-annually in arrears on 1 February and 1 August each year.

The Notes were redeemable at any time on or after 2 August 201 9, all or part of the Notes by paying the redemption price, subject to fulfilment of certain conditions. The Company tied up a Syndicated loan (See note below on Syndicated Loan) to refinance the Notes. The Company redeemed aggregate principal amount of U.S. $ 190,000,000 Notes in December, 2020 and the balance U.S. $ 10,000,000 in January, 2021. The Company paid a redemption premium of 1.125% and accrued and unpaid interest and additional amounts, if any as applicable under Optional redemption.

The Company has obtained Loan Registration Number (LRN) from RBI to raise an ECB Facility to the extent of U.S. $ 100 million. In October 2018, the ECB Facility for U.S. $ 90,825,000 was raised and the proceeds were utilized for the purpose of repurchasing the FCC Bonds. The ECB Facility was raised from MUFG Bank, Singapore with a maturity of 5 years. The interest rate forthe first 3 years is 4.956% p.a and the interestforthe subsequent 2 years is 5.25% p.a.

U.S. $ 200,000,000, Syndicated ECB Facility:

The Company has obtained LRN from RBI to raise an ECB Facility to the extent of U.S. $ 200 million. During the period November 2020 to January 2021, the ECB Facility for U.S. $ 200 million was raised and the proceeds were utilized for the purpose of refinancing of the 4.5% Senior Notes. The ECB Facility was raised from 9 Foreign banks with a maturity of 3.5 years. The interest margin is 3.15% p.a. over U.S. $ LIBOR. The Company refinanced its Sr. notes well before the scheduled maturity.

U.S. $ 28,000,000, Fifth Third Bank, ECB Facility:

The Company has obtained LRN from RBI to raise an ECB Facility to the extent of U.S. $ 28 million. The ECB Facility for U.S. $ 28 million was executed in March, 2021 and the Company availed the entire amount in April, 2021 and the proceeds were utilized for the purpose of refinancing of the FCC Bonds. The ECB Facility was raised from Fifth Third Bank, National Association with a maturity of 3.5 years. The interest margin is 3.15% p.a. over U.S. $ LIBOR.

U.S. $ 40,000,000, International Finance Corporation (IFC), ECB Facility:

The Company has obtained LRN from RBI to raise an ECB Facility to the extent of U.S. $ 40 million. The ECB Facility for U.S. $ 40 million was executed in February, 2021 and the Company availed USD 16,574,250 in April, 2021 and the proceeds were utilized for the purpose of refinancing the FCC Bonds. Balance amount may be used by the Company to finance capital expenditure. The ECB Facility was raised from International Finance Corporation with a maturity of 5.7 years. The interest margin is 3.08% p.a. over U.S. $ LIBOR.

Secured loans includes working capital facilities, secured by hypothecation of stocks of raw materials, packing materials, finished goods, work-in-process, receivables and equitable mortgage on fixed assets at certain locations.

Unsecured loans includes working capital facilities and other short term credit facilities

The Company has borrowed secured/unsecured loans at interest rates ranging between 0.85% - 8.95% p.a.

The Company has not defaulted on repayment of secured /unsecured loans and interest during the year.

Disclosure of payable to vendors as defined under the "Micro, Small and Medium Enterprises Development Act, 2006" is based on the information available with the Company regarding the status of registration of such vendors under the said Act, as per the intimation received from them on request made by the Company. There are no overdue principle amounts/ interest payable amounts for delayed payments to such vendors at the Balance sheet date. There are no delays in payment made to such suppliers during the year or for any earlier years and accordingly there is no interest paid or outstanding interest in this regard in respect of payment made during the year or on balance brought forward from previous year, except disclosed above.

a) Gratuity(definedbenefitplan)

In accordance with the applicable laws, the Company provides for gratuity, a defined benefit retirement plan ("the Gratuity Plan”) covering eligible employees. The Gratuity Plan provides for a lump sum payment to vested employees on retirement, death, incapacitation or termination of employment of amounts that are based on salary and tenure of employment. Liabilities with regard to the gratuity plan are determined by actuarial valuation.

c) Provident fund and others (defined contribution plan)

Apart from being covered under the gratuity plan described earlier, employees participate in a provident fund plan; a defined contribution plan. The Company makes annual contributions based on a specified percentage of salary of each covered employee to a government recognised provident fund. The Company does not have any further obligation to the provident fund plan beyond making such contributions. Upon retirement or separation an employee becomes entitled for this lump sum benefit, which is paid directly to the concerned employee by the fund. The Company contributed approximately '' 413.43 (2020 - '' 393.08) towards the provident fund plan during the year ended 31 March 2021.

The Company''s pending litigations comprise of proceedings pending with various direct tax, indirect tax and other authorities.

The Company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are

required and disclosed as contingent liabilities where applicable, in its financial statements. The Company does not expect

the outcome of these proceedingsto have a materiallyadverse effecton itsfinancial statements.

(a) In January 2014, the National Pharmaceutical Pricing Authority (NPPA) issued a demand notice of '' 12.24 Crs as overcharging liability of product "Doxovent 400 mg tab" for the period February 2010 to May 2013. The notice also envisaged a payment of '' 3.33 Crs towards interest @15% p.a. on the overcharged amount up to 31 January, 2014. The Company had filed a petition under Article 32 with the Hon''ble Supreme Court of India (Hon''ble Court), challenging the issue of the above mentioned demand notice on various grounds. This petition was tagged along with other petitions filed by other pharmaceutical companies, pending before Hon''ble Court relating to the inclusion criteria of certain drugs including "Theophylline" in the schedule of the DPCO, 1995. The Hon''ble Court passed an ad-interim order stating that no coercive steps be taken against the Company towards the said demand. Whilst the matter was pending before the Hon''ble Supreme Court, in Oct 2015, NPPA issued a fresh demand notice of '' 12.24 Crs as overcharging liability and '' 6.39 Crs as interest thereon calculated upto 30 September, 2015 to which the Company has responded stating that the matter was sub-judice. On 20 July, 2016 Hon''ble Supreme Court heard the Company''s petition and ordered the petition to be transferred back to Hon''ble Delhi High Court to be heard on merits subject to deposit of 50% of the overcharged claimed amount. The Company has deposited '' 6.12 Crs (50% of the overcharged claimed amount). The pleadings have been completed and matter is pending to be listed in the Hon''ble Delhi High Court for hearing.

(b) On March 10, 2016 Ministry of Health and Family Welfare (MoH) issued notifications prohibiting manufacture for sale, sale and distribution for human use of several Fixed Dose Combination ("FDC”) with immediate effect. Several products of the Company were also covered in the notified prohibited "FDC''s". The Company had filed five writ petitions in Hon''ble Delhi High Court challenging the notifications issued. The Hon''ble Delhi High Court has granted interim relief to the Company

by staying the notifications banning the FDC''s. The matter was clubbed with petition of other companies before the Supreme Court of India (Hon''ble Court). The Hon''ble Court directed the Drug Technical Advisory Board (DTAB) subcommittee to examine the ban of drugs. DTAB appointed an expert committee under the chair of Dr. Nilima Kshirsagar to examine the list of banned FDC. Company made due written and oral representations before the Committee in relation to its affected products. The committee has submitted its report to the Ministry of Health. Meanwhile taking the proactive approach the Company has revised the composition of the affected FDC''s for its domestic market. Based on the Nilima Kshirsagar Committee Report, MoH on 7 September, 201 8 issued series of notification which has prohibited the manufacture for sale, sale or distribution for human use of 328 FDCs with immediate effect. It has also restricted the manufacture, sale or distribution of certain of Company''s FDCs subject to certain conditions. The Company filed writ petitions in the Delhi High Court against the 7 notification/s in respect of its affected FDCs which were still circulating in the market and obtained an ad interim stay, on the notifications allowing the Company to liquidate its affected FDCs. Since then the Company on 27 March, 2019, withdrew its Writs except for one product meant for exports and for which the Company continues to enjoy an ad-interim protection.

(c) In October 2019 National Pharmaceutical Pricing Authority (NPPA) issued a Show Cause Notice alleging that the Company had violated DPCO 2013 by self-invoking Para 32 in respect of its product Remolifozin Etabonate Metformin by not seeking approval for exemption from the Government. Although the Company has responded to the Show cause notice, on 2 January, 2020, NPPA issued a letter seeking production of documents /records under Para 29. The Company challenged the decision of NPPA by filing a writ petition before Hon''ble Delhi High Court. In January 2020, Hon''ble Delhi High Court was pleased to note NPPA''s submission that without prejudice to their rights of the parties, NPPA will grant a hearing to the Company, to decide on the Company''s entitlement under paragraph 32 of the DPCO, 2013 and disposed of the petition, with a noting that in view of the personal hearing, the impugned orders will not be given effect to. Although NPPA granted the Company personal hearing, it issued a price order notification in March 2020 notifying the price of Remolifozin Etabonate Metformin Hydrocloride without deciding the entitlement under paragraph 32 of the DPCO, 2013. The Company thereafter challenged various orders passed by the NPPA by filing a fresh writ petition. After hearing both Parties, Hon''ble Delhi High Court was pleased to grant the no coercive action in favour of the Company based on the Impugned Orders dated 3 March, 2020 and 20 March, 2020. The matter is sub-judice.

(d) On a complaint by a stockiest with the Competition Commission of India ("CCI") in July 2015 against pharma co.''s (including the Company and its C&F agent) and the Trade associations, alleging refusal to supply medicines to it in spite of having all valid licenses and documents, CCI ordered the Director General ("DG”) to investigate and submit a report. CCI clubbed this matter with other matters on a similar complaint against other pharmaceutical co.''s and local Trade associations. On submission of DG''s report CCI has recently issued notices to the Company and some of its employees to submit their objections to the said Report. Despite having contested DG''s claim, CCI in its order has found the Company and concerned employees guilty as having contravened provision 3(1) of the Competition Act, 2002 and has levied penalty under the Act. The Company and the concerned employees have appealed the said Order at National Company Law Tribunal ("NCLAT").

(e) In response to FDA action on Zantac and its generic equivalent (ranitidine) in late 2019 and early 2020, in various jurisdictions against brand-name and generic manufacturers, distributors, and retailers of Zantac and ranitidine which were consolidated in a Multidistrict Litigation (MDL) in the Southern District of Florida. Glenmark Pharmaceuticals Ltd. (GPL) and Glenmark Pharmaceuticals Inc., USA (GPI) are named in the in the MDL. In addition to the MDL, GPI has also been named in lawsuits filed in New Mexico state court by the AG''s office of New Mexico, in Maryland state court by the Mayor and City Counsel of Baltimore, and in California state court by private plaintiffs. Plaintiffs in all of the lawsuits allege that ranitidine potentially contains a probable human carcinogen, N-Nitrosodimethylamine (NDMA), that they have developed or will develop cancer as a result of their ingestion of ranitidine, and/or that they were otherwise injured. GPL and GPI asserted a number of defenses and filed renewed motions to dismiss the claims against it in the MDL. GPL and GPI has filed motions to dismiss in New Mexico, Maryland and California state court. GPL and GPI will continue to defend vigorously.

(f) From time to time the Company and its certain subsidiaries are involved in various intellectual property claims and legal proceedings, which are considered normal to its business. Some of this litigation has been resolved through settlement agreements with the plaintiffs.

i. A multiple punitive class and individual action were filed in 2018 by purchasers of branded Zetia and generic Zetia (ezetimibe) against Glenmark Pharmaceuticals Ltd and Glenmark Pharmaceuticals Inc., before the United States District Court for the Eastern District of Virginia seeking relief under the US antitrust laws. The Plaintiffs allege that Glenmark Pharmaceuticals Ltd, Glenmark Pharmaceuticals Inc. and Merck & Co Inc. ("Merck”) violated the federal and state antitrust laws by entering into a so-called reverse payment patent settlement agreement in Hatch-Waxman patent litigation in May 2010 related to Merck''s branded Zetia product. The lawsuits allege that the patent settlement agreement delayed the entry of generic which caused purchasers to pay higher prices. On December 11,2020 further allegations were filed in state court in California. These cases seek various forms of reliefs including monetary reliefs, including damages. Glenmark Pharmaceuticals Ltd and Glenmark Pharmaceuticals Inc. believes that its patent settlement agreement is lawful and served to increase competition and is defending the same vigorously.

ii. A multiple putative class and individual actions were filed in July 2020 by purchasers of branded Bystolic (nebivolol) against Glenmark Pharmaceuticals Ltd.,Glenmark Pharmaceuticals Inc. and Glenmark Pharmaceuticals S.A. (n/k/a Ichnos Sciences S.A.) (collectively, "Glenmark") in the United States District Court for the Southern District of New York. The Plaintiffs allege that Glenmark and Forest Laboratories, Inc. ("Forest”) violated federal and state antitrust laws by entering into a so-called reverse-payment patent settlement agreement in Hatch-Waxman patent litigation in December 2012 related to Forest''s Bystolic product. The lawsuits allege that the patent settlement agreement and mPEGS-1 collaboration agreement delayed the entry of generic which caused purchasers to pay higher prices. Glenmark believes that its patent settlement agreement and mPEGS-1 collaboration agreement are lawful and is defending vigorously.

(ii) Commitments

(a) Estimated amount of contracts remaining to be executed on capital account, net of advances, not provided for as at 31 March 2021 aggregate ''1,052.80(2020-? 1,317.88)

Companyas lessee

The Company''s leased assets primarily consist of leases for office premises and godowns. Leases of office premises and godowns generally have lease term between 2 to 12 years. The Company has applied low value exemption for leased laptops, lease lines, furniture and equipment and accordingly are excluded from Ind AS 116. The leases includes non cancellable periods and renewable option at the discretion of lessee which has been taken into consideration for determination of lease term.

There are several lease agreements with extension and termination options, management exercises significant judgement in determining whether these extension and termination options are reasonably certain to be exercised. Since it is reasonable certain to exercise extension option and not to exercise termination option, the Company has opted to include such extended term and ignore termination option in determination of lease term.

Investment in subsidiaries are carried at cost.

Trade receivables comprise amounts receivable from the sale of goods and services.

The management considers that the carrying amount of trade and other receivables approximates their fair value.

Bank balances and cash comprise cash and short-term deposits held by the Company. The carrying amount of these assets approximates their fair value.

Trade and other payables principally comprise amounts outstanding for trade purchases and on-going costs. The management considers that the carrying amount of trade payables approximates to their fair value.

The Bonds are interest bearing instruments with an embedded derivative instrument of conversion option. The instrument''s value

predominately consist of liability measured at amortised cost; the embedded derivative is measured at FVTPL .

Fair value hierarchy :

Level 2 : All FVTPL and FVOCI financial assets and liabilities are classified under level 2 of fair value hierarchy except quoted investments amounting to '' 0.66 which are classified as level 1 inputs.

Level 3 : All amortised costfinancial assets and liabilities are classified under level 3 of fair value hierarchy.

The information regarding projects undertaken and expenses incurred on CSR activities during the year ended 31 March 2021 is as follows :

i Gross amount required to be spent by the Company during the year as per provisions of section 135 of the Companies Act, 2013 -'' 305.17 (2020 -'' 388.75)

The Company is exposed to a variety of financial risks which results from the Company''s operating and investing activities. The Companyfocuses on actively securing its shortto medium term cash flows by minimising the exposure to financial markets.

The Company does not actively engage in the trading of financial assets for speculative purposes nor does it write options.

Financial assets that potentially subject the Company to concentrations of credit risk consist principally of cash equivalents,

accounts receivables, other receivables, investment securities and deposits. By their nature, all such financial instruments involve risk including the credit risk of non-performance by counter parties.

The Company''s cash equivalents and deposits are invested with banks.

The Company''s trade and other receivables are actively monitored to review credit worthiness of the customers to whom credit

terms are granted and also avoid significant concentrations of credit risks.

The Company''s interest-rate risk arises from long-term borrowings. Borrowings obtained at variable rates expose the Company to cash flow interest-rate risk. Borrowings issued atfixed rates expose the Companyto fair value interest-rate risk.

Foreign Currencysensitivity

The foreign currency sensitivity analysis has been performed in relation to US Dollar (USD), Euro (EUR) and Russian ruble(RUB).

US Dollar conversion rate was INR 74.74 at the beginning of the year and scaled to a high of INR 76.30 and to low of INR 72.29. The closing rate is INR 73.23. Considering the volatility in direction of strengthening dollar upto 10% , the sensitivity analysis has been disclosed at 10% movements on strengthening and weakening effect for presenting comparable movement due to currency

Interest rate sensitivity

The Company''s policy is to minimise interest rate cash flow risk exposures on long-term borrowings. The Company has taken several long term and shortterm borrowings on fixed rate of interest. Since, there is no interest rate risk associated with such fixed rate loans; an interest rate sensitivity analysis has not been performed.

The bank deposits are placed on fixed rate of interest of approximately 2.75% to 3.60%. As the interest rate does not vary unless such deposits are withdrawn and renewed, sensitivity analysis is not performed.

The Company has outstanding borrowings of USD 200 million (2020 - Nil) which are linked to LIBOR/Benchmark prime lending rate (BPLR). Increases by 25 basis points then such increase shall have the following impact on:

Trade receivables are usually due within 60-180 days. Generally and by practice most customers enjoy a credit period of upto 1 80 days and are not interest bearing, which is the normal industry practice. All trade receivables are subject to credit risk exposure. However, the Company does not identify specific concentrations of credit risk with regard to trade and other receivables, as the amounts recognised represent a large number of receivables from various customers.

Trade receivables are typically unsecured and are derived from revenue earned from customers. Credit risk has always been managed by each business segment through credit approvals, establishing credit limits and continuously monitoring the credit worthiness of customers to which the company grants credit terms in the normal course of business. In accordance with Ind AS 109, the Company uses expected credit loss model to assess the impairment loss or gain. The Company uses a provision matrix to compute the expected credit loss allowance for trade receivables. The provision matrix takes into account available external and internal credit risk factors such as default risk of industry, credit default swap quotes, credit ratings from international credit rating agencies and historical experience for customers.

The Company continuously monitors defaults of customers and other counterparties, identified either individually or by the Company, and incorporates this information into its credit risk controls. The Company''s policy is to deal only with creditworthy counterparties.

The Company''s management considers that all the above financial assets that are not impaired for each of the reporting dates and are of good credit quality, including those that are past due. None of the Company''s financial assets are secured by collateral or other credit enhancements.

In respect of trade and other receivables, the Company''s credit risk exposure towards any single counterparty or any group of

counterparties having similar characteristics is considered to be negligible. The credit risk for liquid funds and other short-term financial assets is considered negligible, since the counterparties are reputable banks with high quality external credit ratings.

Liquidity risk analysis

The Company manages its liquidity needs by carefully monitoring scheduled debt servicing payments for long-term financial liabilities as well as cash-outflows due in day-to-day business. Liquidity needs are monitored in various time bands, on a day-today and week-to-week basis, as well as on the basis of a rolling 30-day projection. Long-term liquidity needs for a 180-day and a 360-day lookout period are identified monthly.

The Company maintains cash and marketable securities to meet its liquidity requirements for up to 30-day periods. Funding in regards to long-term liquidity needs is additionally secured by an adequate amount of committed credit facilities and the ability to sell long-term financial assets.

The Company objectives when managing capital are to safeguard their ability to continue as a going concern so that they can continue to provide returns for shareholders and benefits for other stakeholders, and maintain an optimal structure to reduce the cost of capital. In order to maintain or adjust the Capital structure, the Company may adjust the amounts of dividends paid to shareholders, return capital to shareholders, issue new shares or sell new assets to reduce debt.

The Company continues to closely monitor the impact of the COVID-19 pandemic on all aspects of its business, including how it has impacted and how it will impact its customers, employees, vendors and business partners. The management has exercised due care, in concluding on significant accounting judgements and estimates, inter-alia, recoverability of receivables, assessment for impairment of goodwill, investments, intangible assets, inventory, based on the information available to date, both internal and external, while preparing the financial statements for the year ended 31 March 2021.

As the outbreak continues to evolve, the Company will continue to closely monitor any material changes to future economic conditions.

However, as the Company operates in the industry that is considered essential, the operations were continuing during lockdown by ensuring appropriate measures.

Note 38

Certain prior year amounts have been reclassified for consistency with the current year presentation. As a result, certain line items have been amended in the financial statements. These reclassifications had no effect on the reported results of operations. Comparative figures have been adjusted to conform to the current year''s presentation.

Note 39 - Exceptional Items

During the year ended 31 March 2021, the exceptional items consists of net gain of '' 738.92 on account of gain from transfer of intimate hygiene brand Vwash and reimbursement of onetime costs.

During the year ended 31 March 2020, the exceptional item primarily consists of net gain of '' 185.54 arising from the sale of Gynecology business to Integrace Private Limited by way of a slump sale.

Note 40 - Code On Social Security

The date of implementation of the Code on Wages 2019 and the Code on Social Security, 2020 is yet to be notified by the Government. The Company will assess the impact of these Codes and give effect in the financials when the Rules/Schemes thereunder are notified.

Note 41 - Segment Reporting

In accordance with Ind AS 108 "Operating Segments", segment information has been given in the consolidated Ind AS financial statements, and therefore, no separate disclosure on segment information is given in these financial statements.

Note 42 - Authorisation of Financial Statements

The financial statements forthe year ended 31 March 2021 were approved by the Board of Directors on 28 May 2021.


Mar 31, 2018

NOTE 1 - BACKGROUND INFORMATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 1. COMPANY INFORMATION

Glenmark Pharmaceuticals Limited (the “Company”) is a public limited company incorporated in Mumbai, India. The registered office of the Company is at B/2, Mahalaxmi Chambers, 22 Bhulabhai Desai Road, Mumbai - 400026, India.

The Company is primarily engaged in the business of development, manufacture and marketing of pharmaceutical products, both formulation and active pharmaceutical ingredients. The Company’s research and development facilities are located at Mahape, Sinnar, Turbhe and Taloja in India and manufacturing facilities are located at Nasik, Colvale, Baddi, Nalagarh, Ankleshwar, Mohol, Kurkumbh, Sikkim, Indore, Dahej and Aurangabad.

The Company’s shares are listed on BSE Limited (“BSE”) and the National Stock Exchange of India (“NSE”).

2. CRITICAL ACCOUNTING ESTIMATES AND SIGNIFICANT JUDGEMENT IN APPLYING ACCOUNTING POLICIES

When preparing these financial statements, management undertakes a number of judgments’, estimates and assumptions about the recognition and measurement of assets, liabilities, income and expenses.

In the process of applying the Company’s accounting policies, the following judgements have been made apart from those involving estimates, which have the most significant effect on the amounts recognised in the financial statements. Judgements are based on the information available at the date of balance sheet.

Leases

The Company has evaluated each lease agreement for its classification between finance lease and operating lease. The Company has reached its decisions on the basis of the principles laid down in Ind AS 17 “Leases” for the said classification. The Company has also used Appendix C to Ind AS 17 for determining whether an arrangement is, or contains, a lease is based on the substance of the arrangement and based on the assessment whether:

a) fulfillment of the arrangement is dependent on the use of a specific asset or assets (the asset); and

b) the arrangement conveys a right to use the asset.

Deferred tax

The assessment of the probability of future taxable profit in which deferred tax assets can be utilised is based on the Company’s latest approved budget forecast, which is adjusted for significant non-taxable profit and expenses and specific limits to the use of any unused tax loss or credit. If a positive forecast of taxable profit indicates the probable use of a deferred tax asset, especially when it can be utilised without a time limit, that deferred tax asset is usually recognised in full. The recognition of deferred tax assets that are subject to certain legal or economic limits or uncertainties is assessed individually by management based on the specific facts and circumstances.

Research and developments costs

Management monitors progress of internal research and development projects by using a project management system. Significant judgement is required in distinguishing research from the development phase. Development costs are recognised as an asset when all the criteria are met, whereas research costs are expensed as incurred.

Management also monitors whether the recognition requirements for development costs continue to be met. This is necessary due to inherent uncertainty in the economic success of any product development.

2.1 Estimation Uncertainty

The preparation of these financial statements is in conformity with Ind AS and requires the application of judgment by management in selecting appropriate assumptions for calculating financial estimates, which inherently contain some degree of uncertainty. Management estimates are based on historical experience and various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the reported carrying values of assets and liabilities and the reported amounts of revenues and expenses that may not be readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Estimates of life of various tangible and intangible assets, and assumptions used in the determination of employee-related obligations and fair valuation of financial and equity instrument, impairment of tangible and intangible assets represent certain of the significant judgements and estimates made by management.

Useful lives of various assets

Management reviews the useful lives of depreciable assets at each reporting date, based on the expected utility of the assets to the Company. The useful life are specified in note 2.5 and 2.7

Post-employment benefits

The cost of post-employment benefits is determined using actuarial valuations.

The actuarial valuation involves making assumptions about discount rates, expected rate of return on assets, future salary increases and mortality rates. Due to the long term nature of these plans such estimates are subject to significant uncertainty.

Fair value of financial instruments

Management uses valuation techniques in measuring the fair value of financial instruments where active market quotes are not available. In applying the valuation techniques, management makes maximum use of market inputs and uses estimates and assumptions that are, as far as possible, consistent with observable data that market participants would use in pricing the instrument. Where applicable data is not observable, management uses its best estimate about the assumptions that market participants would make. These estimates may vary from the actual prices that would be achieved in an arm’s length transaction at the reporting date.

Impairment

An impairment loss is recognised for the amount by which an asset’s or cash-generating unit’s carrying amount exceeds its recoverable amount. To determine the recoverable amount, management estimates expected future cash flows from each asset or cash-generating unit and determines a suitable interest rate in order to calculate the present value of those cash flows. In the process of measuring expected future cash flows, management makes assumptions about future operating results. These assumptions relate to future events and circumstances. The actual results may vary, and may cause significant adjustments to the Company’s assets.

In most cases, determining the applicable discount rate involves estimating the appropriate adjustment to market risk and the appropriate adjustment to asset-specific risk factors.

Current and deferred income taxes

Significant judgments are involved in determining the provision for income taxes including judgment on whether tax positions are probable of being sustained in tax assessments. A tax assessment can involve complex issues, which can only be resolved over extended time periods. The recognition of taxes that are subject to certain legal or economic limits or uncertainties is assessed individually by management based on the specific facts and circumstances.

Expected credit loss

The Company applies expected credit losses (ECL) model for measurement and recognition of loss allowance on the following:

i Trade receivables.

ii Financial assets measured at amortised cost other than trade receivables.”

In case of trade receivables, the Company follows a simplified approach wherein an amount equal to lifetime ECL is measured and recognised as loss allowance. In case of other assets (listed as ii above), the Company determines if there has been a significant increase in credit risk of the financial asset since initial recognition. If the credit risk of such assets has not increased significantly, an amount equal to twelve month ECL is measured and recognised as loss allowance. However, if credit risk has increased significantly, an amount equal to lifetime ECL is measured and recognised as loss allowance.

The financial statements have been prepared using the measurement basis specified by Ind AS for each type of asset, liability, income and expense. The measurement bases are more fully described in the accounting policies.

The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

3 Standards issued but not yet effective: Appendix B to Ind AS 21, Foreign currency transactions and advance consideration :

On 28 March 2018, Ministry of Corporate Affairs (‘MCA’) has notified the Companies (Indian Accounting Standards) Amendment Rules, 2018 containing Appendix B to Ind AS 21, Foreign currency transactions and advance consideration which clarifies the date of transaction for the purpose of determining the exchange rate to use on initial recognition of the related assets, expense or income, when an entity has received or paid advance consideration in a foreign currency

The amendment will come into force from 1 April 2018. The Company is evaluating the requirement of the amendment and impact on the financial statements. The effect on adoption of Ind AS 21 is expected to be insignificant.

Ind AS 115 Revenue from contracts with customers :

In March 2018, the MCA notified the Companies (Indian Accounting Standards) Amended Rules, 2018 (“amended rules”). As per the amended rules, Ind AS 115 “Revenue from contracts with customers” supercedes Ind AS 18, “Revenue” and is applicable for all accounting periods on or after 1 April 2018.

Ind AS 115 introduces a new framework of 5 steps model for the analysis of revenue transactions. The model specifies that revenue should be recognised when (or as) an entity transfers control of goods or services to a customer at the amount to which the entity expects to be entitled. Further, the new standard requires enhanced disclosures about the nature, amount, timing and uncertainty or revenue and cash flows arising from the entity’s contracts with customers. The new revenue standard is applicable to the Company from 1 April 2018.

The standard permits 2 possible methods of transition :

- Retrospective approach

Under this approach the standard will be applied retrospectively to each prior reporting period presented in accordance with Ind AS 8 “Accounting policies, changes in accounting estimates and errors”

- Retrospectively with cumulative effect of initially applying the standard recognised at the date of initial application (cumulative catch-up approach)

The Company is evaluating the requirements of the amendment and the impact on the financial statements. The effect on adoption of the Ind AS 115 is expected to be insignificant.

Amendments to Ind AS 12 Recognition of Deferred Tax Assets for Unrealised Losses :

The amendments clarify that an entity needs to consider whether tax law restricts the sources of taxable profits against which it may make deductions on the reversal of that deductible temporary difference. Furthermore, the amendments provide guidance on how an entity should determine future taxable profits and explain the circumstances in which taxable profit may include the recovery of some assets for more than their carrying amount.

Entities are required to apply the amendments retrospectively. However, on initial application of the amendments, the changes in the opening equity of the earliest comparative period may be recognised in opening retained earnings (or in another component of equity, as appropriate), without allocating the change between opening retained earnings and other components of equity. Entities applying this relief must disclose that fact. These amendments are effective for annual periods beginning on or after 1 April 2018. The Company will adopt the new standard on the required effective date. The Company is evaluating the requirement of the amendment and impact on the financial statements. The effect on adoption of the these amendment is expected to be insignificant.

At the year end, the intangible with indefinite or interminable lives were tested for impairment based on conditions at that date. In performing the impairment testing management considers various factors such as the size of the target market, competition, future possible price/volume erosion.

Discount Rates and Long Term Growth Rates

The discount rates reflect appropriate adjustments relating to market risk and specific risk factors of each asset. The present value of the expected cash flows of each asset is determined by applying a discount rate of 7.80%. and terminal growth rate of 2%.

In assessing the reliability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realised. The ultimate realisation of deferred tax assets is dependent upon the generation of future taxable income during the periods in which the temporary differences become deductible. The amount of the deferred tax assets considered realisable, however, could be reduced in the near term if estimates of future taxable income in the future periods are reduced.

Refer note 14(i) for hypothecation of stocks of raw materials, packing materials, finished goods and work-in-process.

The Company recorded inventory write down (net) of Rs.628.72 ( 2017 - Rs.930.50). This is included as part of cost of materials consumed and changes in inventories of finished goods, work-in-progress and stock -in- trade in the statement of profit and loss.

The trade receivables have been recorded at their respective carrying amounts and are not considered to be materially different from their fair values as these are expected to realise within a short period from the date of balance sheet. All of the Company’s trade receivables have been reviewed for indications of impairment. Certain trade receivables were found to be impaired and an allowance for credit losses of Rs.41.50 (2017 - Rs.1,558.21) has been recorded. The above amounts includes Rs.28,807.62 (net of provision) pertaining to related parties (refer note 27). The movement in the expected credit losses is as follows:

Note 1 - Dividend accounts represent balances maintained in specific bank accounts for payment of dividends. The use of these funds is restricted and can only be used to pay dividends. The corresponding liability for payment of dividends is included under other current financial liability in note 14(iii).

Note 1 - Security deposits represent trade deposits given in the normal course of business realisable within twelve months from the reporting date.

a) Ordinary shares

The Company presently has only one class of ordinary shares. For all matters submitted to vote in the shareholders meeting, every holder of ordinary shares, as reflected in the records of the Company on the date of the shareholders’ meeting, has one vote in respect of each share held. All shares are equally eligible to receive dividends and the repayment of capital in the event of liquidation of the Company.

The Company has an authorised share capital of 2,370,000,000 equity shares of Rs.1 each.

b) Dividends

Indian statutes mandate that dividends be declared out of distributable profits in accordance with the regulations. Should the Company declare and pay dividends, such dividends are required to be paid in INR to each holder of equity shares in proportion to the number of shares held. Dividend tax is borne by the Company.

The Company had declared dividend payout of Rs.2/- per share (2017 - Rs.2/- per share)

c) Reserves

Securities premium reserve - The amount received by the Company over and above the face value of shares issued is shown under this head.

Capital redemption reserve - The capital redemption reserve had been created as per the requirement of earlier provision of Companies Act 1956. Such reserve is not currently available for distribution to the shareholders.

General reserve - The Company has transferred a portion of the net profit of the Company before declaring dividend to general reserve pursuant to the earlier provisions of Companies Act 1956. Mandatory transfer to general reserve is not required under the Companies Act 2013.

Retained earnings - Accumulated earnings include all current and prior period profits as disclosed in the statement of profit and loss.

Stock compensation reserve - stock compensation reserve consists of employee compensation cost allocated over the vesting period of options granted to employees. Such cost is recognised in statement of profit and loss and is credited to the reserve. Upon exercise of options, such reserves are reclassified to equity share capital and security premium.

(III) As at 31 March 2018, pursuant to Employee Stock Option Scheme 2003, no options were outstanding. Pursuant to Employee Stock Options Scheme 2016, 569,686 options were outstanding, which upon exercise are convertible into equivalent number of equity shares.

(IV) Right, Preference and restriction on shares

The Company presently has only one class of ordinary equity shares. For all matters submitted to vote in the shareholders meeting, every holder of ordinary equity shares, as reflected in the records of the Company on the date of the shareholders’ meeting, has one vote in respect of each share held. All shares are equally eligible to receive dividends and the repayment of capital in the event of liquidation of the Company.

(V) In the period of five years immediately preceeding 31 March 2018, the Company has not allotted any shares as fully paid up pursuant to contracts without payment being received in cash. Further, the Company has neither issued bonus shares nor bought back any shares during the aforementioned period.

(VI) Employee Stock Option Scheme, 2003 and 2016 (ESOS)

The Company has formulated an Employee Stock Option Scheme 2003 and Employee Stock Option Scheme 2016 (‘ESOS’) namely ESOS 2003 and ESOS 2016 respectively under which it has made grants on various dates from time to time. Each grant has a vesting period which varies from 1 - 6 years from the date of grant depending on the terms of the grant. The grants are made at the market price of the equity shares of the Company on either the date of the grant or the closing price of the date prior to the day of the grant or the price decided by the Nomination & Remuneration Committee of the Board. Pursuant to ESOS 2003, 47,000 options were cancelled during the year and as at 31 March 2018, no options were outstanding. Pursuant to ESOS 2016, 569,686 options were outstanding, which upon exercise are convertible into equivalent number of equity shares.Employee stock compensation charged during the year is Rs.90.64.

All of the above options outstanding as of 31 March 2018 are unvested.

All share based employee payments would be settled in equity. The Company has no legal or constructive obligation to repurchase or settle the options.

The fair value of options granted are determined using the Black-Scholes valuation model. Significant inputs into the calculation are:

*AII figures have been accordingly adjusted for

- Split of face value from Rs.10 to Rs.2in October 2003.

- 1:1 bonus issue in April 2005 and split of face value from Rs.2 to Rs.1 in September 2007.

The underlying expected volatility was determined by reference to historical data, adjusted for unusual share price movements. No special features inherent to the options granted were incorporated into the measurement of fair value.

In the year 2016, the Company had issued U.S. $ 200,000,000, 2.00% Resettable Onward Starting Equity-linked Securities (Bonds) and U.S.$ 200,000,000, 4.5% Senior Notes (Notes), the brief description of the same is provided herein below:

U.S. $ 200,000,000, 2.00 % Resettable Onward Starting Equity-linked Securities (Bonds):

The Company had issued Bonds on 28 June 2016. The Bonds becomes convertible at the option of the holders’ of the Bonds (the “Bondholders”) after 1 December 2017 and upto the close of business on 18 June 2022 into equity shares. Each Bond will be convertible at the option of the holder thereof into fully paid equity shares at the initial conversion price determined on 30 November 2017.

On 30 November 2017 the Company set the initial conversion price (i.e. the price at which the ordinary shares of the Company will be issued upon conversion of Bonds, subject to any further adjustments according to conditions) at Rs.861.84 as determined in accordance with condition 6.1.3 of the Trust deed.

As of 31 March 2018, none of the Bondholders have opted for the conversion option.

On 30 November 2017 the Company confirmed the fixed exchange rate as INR 64.5238 in accordance with the condition 6.1.1 (b) of the Trust Deed dated 28 June 2016 which provides that the fixed exchange rate shall be the FX rate (INR per US$ 1) based on Bloomberg’s “BFIX” USD/INR spot mid price rate 12.00 (Hongkong time) on 30 November 2017.

Unless previously converted, redeemed or purchased and cancelled, the Bonds will be redeemed on 28 June 2022 (Maturity date) at 126.42% of their principal amount, together with accrued interest (if any), calculated upto but excluding the Maturity Date. The Company may, at its own discretion, redeem the Bonds in whole, but not in part, subject to satisfaction of certain conditions.

Each Bondholder has the right to require the Company to redeem in whole or in part, such Bondholder’s Bonds, on 28 July 2021, at a price equal to 121.78% of its outstanding principal amount of Bonds, together with interest (if any) accrued but unpaid on 28 July 2021.

The Bonds are listed on the Singapore stock exchange.

U.S. $ 200,000,000, 4.5% Senior Notes (Notes) :

The Company issued Notes on 1 August 2016. The Notes will mature on 2 August 2021.

The interest on Notes will be payable semi-annually in arrears on 1 February and 1 August each year. The final interest payment and the payment of principal will occur on 2 August 2021.

The Notes are redeemable at any time on or after 2 August 2019, all or part of the Notes by paying the redemption price, subject to fulfilment of certain conditions. The Company, at its discretion, may redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount, plus the applicable redemption premium, and accrued and unpaid interest and additional amounts, if any

The Notes are listed on the Singapore stock exchange.

Working capital facilities are secured by hypothecation of stocks of raw materials, packing materials, finished goods, work-in-process, receivables and equitable mortgage on fixed assets at certain locations.

The Company has not defaulted on repayment of loan and interest during the year.

The Company has taken working capital facility / term loans from banks at interest rates ranging between 0.40% to 9.70 % p.a.

Note (i) Based on the information available with the Company, no creditors have been identified as “supplier” within the meaning of “Micro, Small and Medium Enterprises Development (MSMED) Act, 2006”. Accordingly, no disclosure under the MSMED Act has been given.

NOTE 4 - EMPLOYEE POST - RETIREMENT BENEFITS

The following are the employee benefit plans applicable to the employees of the Company.

a) Gratuity (defined benefit plan)

In accordance with the applicable laws, the Company provides for gratuity, a defined benefit retirement plan (“the Gratuity Plan”) covering eligible employees. The Gratuity Plan provides for a lump sum payment to vested employees on retirement, death, incapacitation or termination of employment of amounts that are based on salary and tenure of employment. Liabilities with regard to the gratuity plan are determined by actuarial valuation.

A feature all plans have in common is that the discount rate has a significant impact on the present value of obligations. The other assumptions have varying impacts on the different plans in different geographic regions. In the breakup presented below, the varying impact of changes in the key assumptions is shown as below.

b) Compensated leave of absence plan (other long term benefit plan)

The Company permits encashment of leave accumulated by their employees on retirement and separation. The liability for encashment of privilege leave is determined and provided on the basis of actuarial valuation performed by an independent actuary at the date of the balance sheet .

A feature all plans have in common is that the discount rate has a significant impact on the present value of obligations. The other assumptions have varying impacts on the different plans in different geographic regions. In the breakup presented below, the varying impact of changes in the key assumptions is shown below.

c) Provident fund and others (defined contribution plan)

Apart from being covered under the gratuity plan described earlier, employees participate in a provident fund plan; a defined contribution plan. The Company makes annual contributions based on a specified percentage of salary of each covered employee to a government recognised provident fund. The Company does not have any further obligation to the provident fund plan beyond making such contributions. Upon retirement or separation an employee becomes entitled for this lump sum benefit, which is paid directly to the concerned employee by the fund. The Company contributed approximately Rs.429.25 (2017 - Rs.270.94) towards the provident fund plan during the year ended 31 March 2018.

Note 5 RELATED PARTY DISCLOSURES

a) Parties where direct/indirect control exists

i) Subsidiary companies

Glenmark Pharmaceuticals (Europe) R&D Ltd., U.K.

Glenmark Pharmaceuticals Europe Ltd., U.K.

Glenmark Pharmaceuticals S.R.O., Czech Republic Glenmark Pharmaceuticals SK, s.r.o., Slovak Republic Glenmark Pharmaceuticals S. A., Switzerland Glenmark Holding S. A., Switzerland Glenmark Pharmaceuticals S.R.L., Romania Glenmark Pharmaceuticals SP z.o.o., Poland Glenmark Pharmaceuticals Inc., USA Glenmark Therapeutics Inc., USA Glenmark Farmaceutica Ltda., Brazil Glenmark Generics SA., Argentina Glenmark Pharmaceuticals Mexico, S.A. DE C.V, Mexico Glenmark Pharmaceuticals Peru SAC., Peru Glenmark Pharmaceuticals Colombia SAS, Colombia Glenmark Uruguay S.A., Uruguay

Glenmark Pharmaceuticals Venezuela., C.A , Venezuela

Glenmark Dominicana, SRL, Dominican Republic

Glenmark Pharmaceuticals Egypt S.A.E., Egypt

Glenmark Pharmaceuticals FZE., United Arab Emirates

Glenmark Impex L.L.C., Russia

Glenmark Philippines Inc., Philippines

Glenmark Pharmaceuticals (Nigeria) Ltd., Nigeria

Glenmark Pharmaceuticals Malaysia Sdn Bhd., Malaysia

Glenmark Pharmaceuticals (Australia) Pty Ltd., Australia

Glenmark South Africa (Pty) Ltd., South Africa

Glenmark Pharmaceuticals South Africa (Pty) Ltd., South Africa

Glenmark Pharmaceuticals B.V., Netherlands

Glenmark Arzneimittel Gmbh., Germany

Glenmark Pharmaceuticals Canada Inc., Canada

Glenmark Pharmaceuticals Kenya Ltd, Kenya

Glenmark Therapeutics AG, Switzerland

Viso Farmaceutica S.L.U., Spain Glenmark Specialty S A, Switzerland

Glenmark Pharmaceuticals Distribution S.R.O, Czech Republic Glenmark Pharmaceuticals (Thailand) Co. Ltd., Thailand Glenmark Pharmaceuticals Nordic AB, Sweden Glenmark Ukraine LLC, Ukraine Glenmark-Pharmaceuticals Ecuador S.A., Ecuador Glenmark Pharmaceuticals Singapore Pte. Ltd., Singapore

ii) Enterprise over which key managerial personnel excercise significant influence

Glenmark Foundation Glenmark Aquatic Foundation Trilegal

b) Related party relationships where transactions have taken place during the year Subsidiary Companies/Enterprise over which key managerial personnel excercise significant influence

Glenmark Farmaceutica Ltda., Brazil

Glenmark Philippines Inc., Philippines

Glenmark Pharmaceuticals (Nigeria) Ltd., Nigeria

Glenmark Pharmaceuticals S.A., Switzerland

Glenmark Pharmaceuticals Malaysia Sdn.Bhd.,Malaysia

Glenmark Impex L.L.C., Russia

Glenmark Holding S.A., Switzerland

Glenmark Pharmaceuticals Peru SAC., Peru

Glenmark Pharmaceuticals Venezuela., C.A , Venezuela

Glenmark Pharmaceuticals FZE., United Arab Emirates

Glenmark Pharmaceuticals Egypt S.A.E., Egypt

Glenmark Generics SA., Argentina

Glenmark Pharmaceuticals (Europe) R&D Ltd., U.K.

Glenmark Pharmaceuticals Europe Ltd., U.K.

Glenmark Pharmaceuticals Inc., USA Glenmark Pharmaceuticals s.r.o., Czech Republic Glenmark Therapeutics Inc., USA

Glenmark Pharmaceuticals (Thailand) Co. Ltd., Thailand Glenmark Dominicana SA., Dominican Republic Glenmark Pharmaceuticals SP z.o.o., Poland

Glenmark Pharmaceuticals South Africa (Pty) Ltd., South Africa

Glenmark South Africa (Pty) Ltd., South Africa

Glenmark Pharmaceuticals Kenya Ltd, Kenya

Glenmark Pharmaceuticals Colombia SAS, Colombia

Glenmark Pharmaceuticals Mexico, S.A. DE C.V., Mexico

Glenmark Specialty S A, Switzerland

Glenmark Pharmaceuticals Canada Inc., Canada

Glenmark Pharmaceuticals S.R.L., Romania

Glenmark Therapeutics AG, Switzerland

Glenmark Uruguay S.A., Uruguay

Glenmark Pharmaceuticals Distribution S.R.O, Czech Republic

Glenmark Ukraine LLC, Ukraine

Glenmark-Pharmaceuticals Ecuador S.A., Ecuador

Glenmark Pharmaceuticals (Australia) Pty Ltd., Australia

Glenmark Pharmaceuticals B.V, Netherlands

Viso Farmaceutica S.L.U., Spain

Glenmark Foundation

Glenmark Aquatic Foundation

Trilegal

c) Key Management Personnel

Mr. Glenn Saldanha (Chairman & Managing Director)

Mrs. Cherylann Pinto (Executive Director)

Mr V. S. Mani (President & Global Chief Financial Officer with effect from 16 November 2017)

Mr. Rajesh Desai (Executive Director upto close of working hours on 31 March 2017 and with effect from April 1, 2017 as Non-executive Director)

Mr. Murali Neelakantan (Executive Director from 11 May 2017 to 29 May 2018)

Mr. P.Ganesh (President & Chief Financial Officer upto close of working hours on 15 November 2017)

Mr. Harish Kuber (Company Secretary & Compliance Officer with effect from 2 February 2017)

Mr. Sanjay Kumar Chowdhary (Company Secretary & Compliance Officer upto 31 October 2016)

Mrs. B. E. Saldanha (Non-executive Director)

Mr. D. R. Mehta (Non-executive Director)

Mr. Bernard Munos (Non-executive Director)

Mr. J. F. Ribeiro (Non-executive Director)

Dr. Brian W. Tempest (Non-executive Director)

Mr. Sridhar Gorthi (Non-executive Director)

Mr. Milind Sarwate (Non-executive Director)

Note 6- Research and Development Expenses

During the year, the Company’s expenses on research and development is Rs.4,536.81 (2017 - Rs.4,623.41).

Note 7 - Earnings Per Share (EPS)

The basic earnings per share for the year ended 31 March 2018 has been calculated using the net profits attributable to equity shareholders.

Note 8 - Commitments and Contingencies

Out of the above an amount of Rs.89.05 are at various courts under litigation.

(a) In January 2014, the National Pharmaceutical Pricing Authority (NPPA) issued a demand notice of Rs.122.30 as overcharging liability of product “Doxovent 400 mg tab” for the period February 2010 to May 2013. The notice also envisaged a payment of Rs.33.30 towards interest @15% p.a. on the overcharged amount up to 31 January 2014. The Company has filed a petition under Article 32 with the Hon’ble Supreme Court of India (Hon’ble Court), challenging the issue of the above mentioned demand notice on various grounds. This petition has been tagged along with other petitions filed by other pharmaceutical companies as well, pending before Hon’ble Court relating to the inclusion criteria of certain drugs including “Theophylline” in the schedule of the DPCO, 1995. The matters are sub-judice before the Hon’ble Court.

The Hon’ble Court passed an ad-interim order stating that no coercive steps be taken against the Company towards the said demand.

The Hon’ble Court has constituted a Special bench to hear the petition (along with other petitions filed in this regard) and the matter is expected to be listed in due course.

The Company based on legal advice, has an arguable case on merits as well as with regard to mitigation of the demand. Hon’ble Court heard Glenmark’s petition and ordered the petition to be transferred back to Hon’ble Delhi High Court to be heard on merits subject to deposit of 50% of the overcharged claimed amount. Glenmark has deposited Rs.61.15 (50% of the overcharged claimed amount). The matter is pending to be listed in Hon’ble Delhi High Court for hearing.

(b) On 10 March 2016 Ministry of Health and Family Welfare issued notifications prohibiting manufacture for sale, sale and distribution for human use of several Fixed Dose Combination (“FDC”) with immediate effect.

Several products of the Company are also covered in the notified prohibited “FDC’s”. The Company has filed five writ petitions in Hon’ble Delhi High Court challenging the notifications issued. The Hon’ble Delhi High Court has granted interim relief to the Company by staying the notifications banning the FDC’s. The Company based on legal advise, has an arguable case on merits though the liability in this case cannot be computed. In an adverse scenario, the Company would be restricted from manufacturing, selling and marketing the impacted FDC’s.

The matter was clubbed with other petition of other companies before the Supreme Court of India (Hon’ble Court). The Hon’ble Court directed the Drug Technical Advisory Board (DTAB) as subcommittee to examine the ban of drugs. DTAB appointed an expert committee under the chair of Dr. Nilima Kshirsagar to examine the list of banned FDC. The committee has submitted its report to the Ministry of Health. Further communication is awaited from the Ministry of Health and Family Welfare.

The Company has revised the composition of the FDC’s and market the revised products.

(ii) Commitments

(a) Estimated amount of contracts remaining to be executed on capital account, net of advances, not provided for as at 31 March 2018 aggregate Rs.1,053.51 (2017 - Rs.727.02)

(b) Estimated amount of contracts remaining to be executed on other than capital account, net of advances, not provided for as at 31 March 2018 aggregate Rs.5,611.47 (2017 - Rs.5,236.30)

Note 9 - Leases

The Company has taken on lease/leave and license godowns/residential & office premises at various locations.

i) The Company’s significant leasing arrangements are in respect of the above godowns & premises (including furniture and fittings therein, as applicable). The aggregate lease rentals payable are charged to the statement of profit and loss as rent, is presented in Note 25.

ii) The leasing arrangements which are cancellable between 11 months to 5 years are usually renewable by mutual consent on mutually agreeable terms. Under these arrangements, generally refundable interest free deposits have been given towards deposit and unadjusted advance rent is recoverable from the lessor.

iii) The Company has entered into operating lease agreements for the rental of its office premises for a period of 3 to 5 years.

iv) Future obligations on non-cancellable operating lease

The management considers that the carrying amount of trade and other receivables approximates their fair value.

Bank balances and cash comprise cash and short-term deposits held by the Company. The carrying amount of these assets approximates their fair value.

Trade and other payables principally comprise amounts outstanding for trade purchases and on-going costs. The management considers that the carrying amount of trade payables approximates to their fair value.

The Bonds are interest bearing instrument with an embedded derivative instrument of conversion option, accordingly, the instrument has been classified as amortised cost, since the value of embeded derivative is zero.

Fair value hierarchy :

Level 2 : All FVTPL financial assets and liabilities are classified under level 2 of fair value hierarchy except certain investments amounting to Rs.1.02 which are classified as level 1 inputs.

Level 3 : All amortised cost financial assets and liabilities are classified under level 3 of fair value hierarchy.

NOTE 10- NOTE ON EXPENDITURE ON CORPORATE SOCIAL RESPONSIBILITY

Following is the information regarding projects undertaken and expenses incurred on CSR activities during the year ended 31 March 2018:

i Gross amount required to be spent by the Company during the year - Rs.384.79 (2017 - Rs.232.23)

ii Amount spent during the year on: (by way of contribution to the trusts and projects undertaken)

Note 11- Risk Management Objectives and Policies

The Company is exposed to a variety of financial risks which results from the Company’s operating and investing activities. The Company focuses on actively securing its short to medium term cash flows by minimising the exposure to financial markets.

The Company does not actively engage in the trading of financial assets for speculative purposes nor does it write options.

Financial assets that potentially subject the Company to concentrations of credit risk consist principally of cash equivalents, accounts receivables, other receivables, investment securities and deposits. By their nature, all such financial instruments involve risk including the credit risk of non-performance by counter parties.

The Company’s cash equivalents and deposits are invested with banks.

The Company’s trade and other receivables are actively monitored to review credit worthiness of the customers to whom credit terms are granted and also avoid significant concentrations of credit risks.

The Company’s interest-rate risk arises from long-term borrowings. Borrowings obtained at variable rates expose the Company to cash flow interest-rate risk. Borrowings issued at fixed rates expose the Company to fair value interest-rate risk.

Foreign Currency sensitivity

The foreign currency sensitivity analysis has been performed in relation to US Dollar (USD), Euro (EUR) and Russian ruble(RUB).

US Dollar conversion rate was Rs.64.65 at the beginning of the year and scaled to a high of Rs.65.74 and to low of Rs.63.07. The closing rate is Rs.64.82. Considering the volatility in direction of strengthening dollar upto 10% , the sensitivity analysis has been disclosed at 10% movements on strengthening and weakening effect for presenting comparable movement due to currency fluctuations.

Foreign currency denominated financial assets and liabilities, translated into USD at the closing rate, are as follows.

EUR conversion rate was Rs.68.85 at the beginning of the year and scaled to a high of Rs.80.51 and to low of Rs.67.95. The closing rate is Rs.79.87. Considering the volatility in direction of strengthening EUR upto 10% , the sensitivity analysis has been disclosed at 10% movements on strengthening and weakening effect for presenting comparable movement due to currency fluctuations.

RUB conversion rate was Rs.1.15 at the beginning of the year and scaled to a high of Rs.1.16 and to low of Rs.1.05. The closing rate is Rs.1.13. Considering the volatility in direction of strengthening RUB upto 10% , the sensitivity analysis has been disclosed at 10% movements on strengthening and weakening effect for presenting comparable movement due to currency fluctuations.

Interest rate sensitivity

The Company’s policy is to minimise interest rate cash flow risk exposures on long-term borrowings. The Company has taken several short term borrowings on fixed rate of interest. Since, there is no interest rate risk associated with such fixed rate loans; an interest rate sensitivity analysis has not been performed.

The Company has outstanding borrowings of USD Nil (2017 - USD 9 million). In case of LIBOR/Benchmark prime lending rate (BPLR) increases by 25 basis points then such increase shall have the following impact on:

The bank deposits are placed on fixed rate of interest of approximately 4% to 7.45%. As the interest rate does not vary unless such deposits are withdrawn and renewed, sensitivity analysis is not performed.

Credit risk analysis

The Company’s exposure to credit risk is limited to the carrying amount of financial assets recognised at the date of the balance sheet, as summarised below:

Trade receivables are usually due within 60-180 days. Generally and by practice most customers enjoy a credit period of approximately 180 days and are not interest bearing, which is the normal industry practice. All trade receivables are subject to credit risk exposure. However, the Company does not identify specific concentrations of credit risk with regard to trade and other receivables, as the amounts recognised represent a large number of receivables from various customers.

Trade receivables are typically unsecured and are derived from revenue earned from customers. Credit risk has always been managed by each business segment through credit approvals, establishing credit limits and continuously monitoring the credit worthiness of customers to which the Company grants credit terms in the normal course of business. On account of adoption of Ind AS 109, the Company uses expected credit loss model to assess the impairment loss or gain. The Company uses a provision matrix to compute the expected credit loss allowance for trade receivables. The provision matrix takes into account available external and internal credit risk factors such as default risk of industry, credit default swap quotes, credit ratings from international credit rating agencies and historical experience for customers.

The Company continuously monitors defaults of customers and other counterparties, identified either individually or by the Company, and incorporates this information into its credit risk controls. The Company’s policy is to deal only with creditworthy counterparties.

The Company’s management considers that all the above financial assets that are not impaired for each of the reporting dates and are of good credit quality, including those that are past due. None of the Company’s financial assets are secured by collateral or other credit enhancements.

In respect of trade and other receivables, the Company’s credit risk exposure towards any single counterparty or any group of counterparties having similar characteristics is considered to be negligible. The credit risk for liquid funds and other short-term financial assets is considered negligible, since the counterparties are reputable banks with high quality external credit ratings.

Liquidity risk analysis

The Company manages its liquidity needs by carefully monitoring scheduled debt servicing payments for longterm financial liabilities as well as cash-outflows due in day-to-day business. Liquidity needs are monitored in various time bands, on a day-to-day and week-to-week basis, as well as on the basis of a rolling 30-day projection. Long-term liquidity needs for a 180-day and a 360-day lookout period are identified monthly.

The Company maintains cash and marketable securities to meet its liquidity requirements for up to 30-day periods. Funding in regards to long-term liquidity needs is additionally secured by an adequate amount of committed credit facilities and the ability to sell long-term financial assets.

Note 12- Capital Management Policies and Procedures

The Company objectives when managing capital are to safeguard their ability to continue as a going concern so that they can continue to provide returns for shareholders and benefits for other stakeholders, and maintain an optimal structure to reduce the cost of capital. In order to maintain or adjust the Capital structure, the Company may adjust the amounts of dividends paid to shareholders, return capital to shareholders, issue new shares or sell new assets to reduce debt.

Net Debt = total borrowings less cash and cash equivalent. Total ‘equity’ as shown in the balance sheet.

(ii) Dividends not recognised at the end of the reporting period.

In addition to the above dividends, since year end the Board of Directors have recommended the payment of a final dividend of Rs.2 (2017 - Rs.2) per fully paid up equity share. This proposed dividend is subject to the approval of shareholders in the ensuing annual general meeting.

Note 13

The Government of India introduced the Goods and Service Tax (GST) with effect from 1 July 2017 which subsumes excise duty and various other indirect taxes. As required under Ind AS 18, revenue for the year ended 31 March 2018 is reported net of GST. The revenue for year ended 31 March 2018 includes excise duty up to 30 June 2017. Accordingly, income from operations for the year ended 31 March 2018 and 31 March 2017 are not comparable.

Note 14

Certain prior year amounts have been reclassified for consistency with the current year presentation. As a result, certain line items have been amended in the financial statements. These reclassifications had no effect on the reported results of operations. Comparative figures have been adjusted to conform to the current year’s presentation.

Note 15 - Exceptional Items

Exceptional items for year ended 31 March 2017 represents impairment loss relating to Investment, Share application money and Trade receivables from the Company’s subsidiary Glenmark Pharmaceuticals Venezuela., C.A in Venezuela . The Company has not received approvals from the Venezuelan government to repatriate any amounts during the year ended 31 March 2017 and considering the uncertainty around repatriation, the Company believes it is appropriate to impair such investments, share application money and trade receivables pertaining to the said subsidiary.

Note 16 - Authorisation of Financial Statements

The financial statements for the year ended 31 March 2018 were approved by the Board of Directors on 29 May 2018.


Mar 31, 2017

NOTE 1 - BACKGROUND INFORMATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1 COMPANY INFORMATION

Glenmark Pharmaceuticals Limited (the “Company”) is a public limited company incorporated in Mumbai, India. The registered office of the Company is at B/2, Mahalaxmi Chambers, 22 Bhulabhai Desai Road, Mumbai - 400026, India.

The Company is primarily engaged in the business of development, manufacture and marketing of pharmaceutical products. The Company also markets active pharmaceutical ingredients. The Companies research and development facilities are located at Mahape, Sinnar, Turbhe and Taloja in India and manufacturing facilities are located at Nasik, Colvale, Baddi, Nalagarh, Ankleshwar, Mohol, Kurkumbh, Sikkim, Indore, Dahej and Aurangabad.

The Company’s shares are listed on the BSE Limited (“BSE”) and the National Stock Exchange of India (“NSE”).

2. BASIS OF PREPA RATION AND MEASUREMENT

2.1 The financial statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015. For all periods up to and including the year ended 31 March 2016, the Company prepared its financial statements in accordance with accounting standards notified under the section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules, 2014 (Indian GAAP) which is considered as “Previous GAAP”.

The financial statements for the year ended 31 March 2017 are the first Ind AS Financial statements of the Company. As per the principles of Ind AS 101, the transition date to Ind AS is 1 April 2015 and hence the comparatives for the previous year ended 31 March 2016 and balances as on 1 April 2015 have been restated as per the principles of Ind AS, wherever deemed necessary. Refer note 40 for understanding the transition from previous GAAP to Ind AS and its effect on the Company’s financial position and financial performance.

The significant accounting policies that are used in the preparation of these financial statements are summarised below. These accounting policies are consistently used throughout the periods presented in the financial statements.

3. CRITICAL ACCOUNTING ESTIMATES AND SIGNIFICANT JUDGEMENT IN APPLYING ACCOUNTING POLICIES

When preparing the financial statements, management undertakes a number of judgments’, estimates and assumptions about the recognition and measurement of assets, liabilities, income and expenses.

In the process of applying the Company’s accounting policies, the following judgments have been made apart from those involving estimations, which have the most significant effect on the amounts recognised in the financial information. Judgements are based on the information available at the date of balance sheet.

Leases

The Company has evaluated each lease agreement for its classification between finance lease and operating lease. The Company has reached its decisions on the basis of the principles laid down in Ind AS 17 “Leases” for the said classification. The Company has also used Appendix C to Ind AS 17 for determining whether an arrangement is, or contains, a lease is based on the substance of the arrangement and based on the assessment whether:

a) fulfilment of the arrangement is dependent on the use of a specific asset or assets (the asset); and

b) the arrangement conveys a right to use the asset.

Deferred Tax

The assessment of the probability of future taxable profit in which deferred tax assets can be utilized is based on the Company’s latest approved budget forecast, which is adjusted for significant non-taxable profit and expenses and specific limits to the use of any unused tax loss or credit. If a positive forecast of taxable profit indicates the probable use of a deferred tax asset, especially when it can be utilized without a time limit, that deferred tax asset is usually recognised in full.

The recognition of deferred tax assets that are subject to certain legal or economic limits or uncertainties is assessed individually by management based on the specific facts and circumstances.

Research and developments costs

Management monitors progress of internal research and development projects by using a project management system. Significant judgement is required in distinguishing research from the development phase. Development costs are recognised as an asset when all the criteria are met, whereas research costs are expensed as incurred.

Management also monitors whether the recognition requirements for development costs continue to be met. This is necessary due to inherent uncertainty in the economic success of any product development.

4.1 Estimation Uncertainty

The preparation of these financial statements is in conformity with Ind AS and requires the application of judgment by management in selecting appropriate assumptions for calculating financial estimates, which inherently contain some degree of uncertainty. Management estimates are based on historical experience and various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the reported carrying values of assets and liabilities and the reported amounts of revenues and expenses that may not be readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Estimates of life of various tangible and intangible assets, and assumptions used in the determination of employee-related obligations and fair valuation of financial and equity instrument, impairment of tangible and intangible assets represent certain of the significant judgements and estimates made by management.

Useful lives of various assets

Management reviews the useful lives of depreciable assets at each reporting date, based on the expected utility of the assets to the Company. The useful lives are specified in 2.5 and 2.7.

Post-employment benefits

The cost of post-employment benefits is determined using actuarial valuations. The actuarial valuation involves making assumptions about discount rates, expected rate of return on assets, future salary increases and mortality rates. Due to the long term nature of these plans such estimates are subject to significant uncertainty. The assumptions used are disclosed in note 27.

Fair value of financial instruments

Management uses valuation techniques in measuring the fair value of financial instruments where active market quotes are not available. Details of the assumptions used are given in the notes regarding financial instruments (note 34). In applying the valuation techniques, management makes maximum use of market inputs and uses estimates and assumptions that are, as far as possible, consistent with observable data that market participants would use in pricing the instrument. Where applicable data is not observable, management uses it’s best estimate about the assumptions that market participants would make. These estimates may vary from the actual prices that would be achieved in an arm’s length transaction at the reporting date.

Impairment

An impairment loss is recognised for the amount by which an asset’s or cash-generating unit’s carrying amount exceeds its recoverable amount.

To determine the recoverable amount, management estimates expected future cash flows from each asset or cash-generating unit and determines a suitable interest rate in order to calculate the present value of those cash flows. In the process of measuring expected future cash flows, management makes assumptions about future operating results. These assumptions relate to future events and circumstances. The actual results may vary, and may cause significant adjustments to the Company’s assets.

In most cases, determining the applicable discount rate involves estimating the appropriate adjustment to market risk and the appropriate adjustment to asset-specific risk factors.

The financial statements have been prepared using the measurement basis specified by Ind AS for each type of asset, liability, income and expense. The measurement bases are more fully described in the accounting policies.

The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

5 FIRST TIME ADOPTION OF IND AS

First Ind AS Financial statements

These are the Company’s first financial statements prepared in accordance with Ind AS applicable as at 31 March 2017.

The accounting policies set out in note 1 have been applied in preparing the financial statements for the year ended 31 March 2017, the comparative information presented in these financial statements for the year ended 31 March 2016 and in the preparation of an opening Ind AS balance sheet as at 1 April 2015 (the date of transition). In preparing its opening Ind AS balance sheet, the Company has adjusted the amounts reported previously in financial statements prepared in accordance with the accounting standards notified under Companies (Accounting Standards) Rules, 2006 (as amended) and other relevant provisions of the Act (previous GAAP or Indian GAAP).

An explanation of how the transition from previous GAAP to Ind AS has affected the Company’s financial position, financial performance and cash flows is as follows:

5.1 Optional exemptions availed Deemed cost

Ind AS 101 permits a first-time adopter to elect to continue with the carrying value for all of its property, plant and equipment as recognised in the financial statements as at the date of transition to Ind AS, measured as per the previous GAAP and use that as its deemed cost as at the date of transition after making necessary adjustments for de-commissioning liabilities. This exemption can also be used for intangible assets covered by Ind AS 38 Intangible Assets and investment property covered by Ind AS 40 Investment Properties. Accordingly, the Company has elected to measure all of its property, plant and equipment and intangible assets at their previous GAAP carrying value.

Arrangement containing a lease

The Company has elected to use facts and circumstances existing at the date of transition to determine whether an arrangement contains a lease. No such assessment was done under Previous GAAP.

5.2 Mandatory exceptions applied Estimates

An entity’s estimates in accordance with Ind AS at the date of transition to Ind AS shall be consistent with estimates made for the same date in accordance with previous GAAP (after adjustments to reflect any difference in accounting policies), unless there is objective evidence that those estimates were in error.

Ind AS estimates as at 1 April 2015 are consistent with the estimates as at the same date made in conformity with previous GAAP except where Ind AS required a different basis for estimates as compared to the previous GAAP.

De-recognition of financial assets and liabilities

Ind AS 101 requires a first-time adopter to apply the de-recognition provisions of Ind AS 109 prospectively for transactions occurring on or after the date of transition to Ind AS. However, Ind AS 101 allows a first-time adopter to apply the de-recognition requirements in Ind AS 109 retrospectively from a date of the entity’s choosing, provided that the information needed to apply Ind AS 109 to financial assets and financial liabilities derecognised as a result of past transactions was obtained at the time of initially accounting for those transactions.

The Company has applied the de-recognition provisions of Ind AS 109 prospectively from the date of transition to Ind AS.

5.3 Investments in subsidiaries

The Company has elected to measure investment in subsidiaries at cost and consider the previous GAAP carrying value as at the date of transition as deemed cost.

6 Standards issued but not yet effective:

In March 2017, the Ministry of Corporate Affairs issued the Companies (Indian Accounting Standards) (Amendments) Rules, 2017, notifying amendments to Ind AS 7, ‘Statement of cash flows’ and Ind AS 102, ‘Share-based payment.’ The amendments are applicable to the Company from 1 April 2017.

Amendment to Ind AS 7:

The amendment to Ind AS 7 requires the entities to provide disclosures that enable users of financial statements to evaluate changes in liabilities arising from financing activities, including both changes arising from cash flows and non-cash changes, suggesting inclusion of a reconciliation between the opening and closing balances in the balance sheet for liabilities arising from financing activities, to meet the disclosure requirement. The effect on the financial statements is being evaluated by the Company.

In assessing the reliability of deferred income tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will be realised. The ultimate realisation of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which the temporary differences become deductible. The amount of the deferred income tax assets considered realisable, however, could be reduced in the near term if estimates of future taxable income during the carry forward periods are reduced.

NOTE 7 - CURRENT FINANCIAL ASSETS

(i) TRADE RECEIVABLES

The trade receivables have been recorded at their respective carrying amounts and are not considered to be materially different from their fair values as these are expected to realise within a short period from the date of balance sheet. All of the Company’s trade receivables have been reviewed for indications of impairment. Certain trade receivables were found to be impaired and an allowance for credit losses of Rs.1,558.21 (2016 - Rs.110.00) (Refer note 36) has been recorded. The movement in the expected credit losses is as follows:

(ii) CASH AND CASH EQUIVALENTS

Cash and cash equivalents comprise the following:

(iii) OTHER CURRENT FINANCIAL ASSETS

Note 1 - Security deposit represent trade deposit given in the normal course of business realisable within twelve months from the reporting date.

Note 2 - Dividend accounts represent balances maintained in specific bank accounts for payment of dividends. The use of these funds is restricted and can only be used to pay dividends. The corresponding liability for payment of dividends is included in other current financial liability.

NOTE 8 - EQUITY AND RESERVES

a) Ordinary shares

The Company presently has only one class of ordinary shares. For all matters submitted to vote in the shareholders meeting, every holder of ordinary shares, as reflected in the records of the Company on the date of the shareholders’ meeting, has one vote in respect of each share held. All shares are equally eligible to receive dividends and the repayment of capital in the event of liquidation of the Company.

The Company has an authorised share capital of 2,370,000,000 equity shares of Rs.1 each.

b) Dividends

Indian statutes mandate that dividends be declared out of distributable profits in accordance with the regulations. Should the Company declare and pay dividends, such dividends are required to be paid in INR to each holder of equity shares in proportion to the number of shares held. Dividend tax is borne by the Company.

The Company had declared dividend payout of Rs.2/- per share (2016 - Rs.2/- per share)

c) Reserves

Securities premium reserve - The amount received by the Company over and above the face value of shares issued is shown under this head.

Capital redemption reserve - The Capital redemption reserve had been created as per the requirement of earlier provision of Companies Act 1956. Such reserve is not currently available for distribution to the shareholders.

General reserve - The Company has transferred a portion of the net profit of the Company before declaring dividend to general reserve pursuant to the earlier provisions of Companies Act 1956. Mandatory transfer to general reserve is not required under the Companies Act 2013.

Retained earnings - Accumulated earnings include all current and prior period profits as disclosed in the statement of profit and loss.

Stock compensation reserve - Stock compensation reserve consists of employee compensation cost allocated over the vesting period of options granted to employees. Such cost is recognised in statement of profit and loss and is credited to the reserve. Upon exercise of options, such reserves are reclassified to equity share capital and security premium.

(IV) As at 31 March 2017, pursuant to Employee Stock Option Scheme 2003, 47,000 options were outstanding, which upon exercise are convertible into equivalent number of equity shares . Pursuant to Employee Stock Options Scheme 2016, 619,757 options were outstanding, which upon exercise are convertible into equivalent number of equity shares.

(V) Right, Preference and restriction on shares

The Company presently has only one class of ordinary equity shares. For all matters submitted to vote in the shareholders meeting, every holder of ordinary equity shares, as reflected in the records of the Company on the date of the shareholders’ meeting, has one vote in respect of each share held. All shares are equally eligible to receive dividends and the repayment of capital in the event of liquidation of the Company.

(VI) In the period of five years immediately preceding 31 March 2017, the Company has not allotted any shares as fully paid up pursuant to contracts without payment being received in cash. Further, the Company has neither issued bonus shares nor bought back any shares during the aforementioned period.

(VII) Employee Stock Option Scheme, 2003 and 2016 (ESOS)

The Company has formulated an Employee Stock Option Scheme 2003 and Employee Stock Option Scheme 2016 (‘ESOS’) namely ESOS 2003 and ESOS 2016 under which it has made grants on various dates from time to time. Each grant has a vesting period which varies from 1 - 2 years and up to 4 - 6 years from the date of grant depending on the terms of the grant. The grants are made at the market price of the equity shares of the Company on either the date of the grant or the closing price of the date prior to the day of the grant or the price decided by the Nomination & Remuneration Committee of the Board. As at 31 March 2017, pursuant to ESOS 2003, 47,000 options were outstanding, which upon exercise are convertible into equivalent number of equity shares . Pursuant to ESOS 2016, 619,757 options were outstanding, which upon exercise are convertible into equivalent number of equity shares.

All share based employee payments would be settled in equity. The Company has no legal or constructive obligation to repurchase or settle the options.

The fair value of options granted are determined using the Black-Scholes valuation model. Significant inputs into the calculation are:

*All figures have been accordingly adjusted for

- Split of face value from Rs.10 to Rs.2 in October 2003

- 1:1 bonus issue in April 2005 and split of face value from Rs.2 to Rs.1 in September 2007.

The underlying expected volatility was determined by reference to historical data, adjusted for unusual share price movements. No special features inherent to the options granted were incorporated into the measurement of fair value.

NOTE 9 - NON-CURRENT FINANCIAL LIABILITIES

(i) BORROWINGS

Long term borrowings comprise of :

During the year , the Company issued U.S. $ 200,000,000 2.00% Resettable Onward Starting Equity-linked Securities (Bonds) and U.S.$ 200,000,000 4.5% Senior Notes (Notes), the brief description of the same is provided herein below:

U.S. $ 200,000,000, 2.00% Resettable Onward Starting Equity-linked Securities (Bonds):

The Company issued Bonds on 28 June 2016. The Bonds will be convertible at the option of the holders’ of the Bonds (the “Bondholders”) at any time on or after 1 December 2017 and upto the close of business on 18 June 2022 into equity shares. Each Bond will be convertible at the option of the holder thereof into fully paid equity share at an initial conversion price to be determined on 30 November 2017.

Unless previously converted, redeemed or purchased and cancelled, the Bonds will be redeemed on 28 June 2022 (Maturity Date) at 126.42% of their principal amount, together with accrued interest (if any), calculated upto but excluding the Maturity Date. The Company may, at its own discretion, redeem the Bonds in whole, but not in part, subject to satisfaction of certain conditions.

Each Bondholder has the right to require the Company to redeem in whole or in part, such Bondholder’s Bonds, on 28 July 2021, at a price equal to 121.78% of its outstanding principal amount of Bonds, together with interest (if any) accrued but unpaid on 28 July 2021.

The Bonds are listed on the Singapore Stock Exchange.

U.S. $ 200,000,000, 4.5% Senior Notes (Notes) :

The Company issued Notes on 1 August 2016. The Notes will mature on 2 August 2021.

The interest on Notes will be payable semi-annually in arrears on 1 February and 1 August each year. The final interest payment and the payment of principal will occur on 2 August 2021.

The Notes are Redeemable at any time on or after 2 August 2019, all or part of the Notes by paying the redemption price, subject to fulfilment of certain conditions. The Company, at its discretion, may redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount, plus the applicable redemption premium, and accrued and unpaid interest and additional amounts, if any

The Notes are listed on the Singapore Stock Exchange.

NOTE 10 - CURRENT FINANCIAL LIABILITIES

(i) BORROWINGS

Working Capital Facilities are secured by hypothecation of stocks of raw materials, packing materials, finished goods, work-in-process, receivables and equitable mortgage on fixed assets at certain locations.

The Company has not defaulted on repayment of loan and interest during the year.

The Company has taken working capital facility / term loans from banks at interest rates ranging between 0.60 % to 9.70 % p.a.

(ii) TRADE PAYABLES

Note (i) Based on the information available with the Company, no creditors have been identified as “supplier” within the meaning of “Micro, Small and Medium Enterprises Development (MSMED) Act, 2006”. Accordingly, no disclosure under the MSMED Act has been given.

NOTE 11 - OTHER CURRENT LIABILITIES

Other liabilities include advance from customers and other such adjustable balances

Income received in advance represents advance received from customer for future supply of materials. The Company has recognised an income of Rs.Nil (2016 - Rs.430.43) in current year.

NOTE 12 - EMPLOYEE POST- RETIREMENT BENEFITS

The following are the employee benefit plans applicable to the employees of the Company.

a) Gratuity (defined benefit plan)

In accordance with the applicable laws, the Company provides for gratuity, a defined benefit retirement plan (“the Gratuity Plan”) covering eligible employees. The Gratuity Plan provides for a lump sum payment to vested employees on retirement, death, incapacitation or termination of employment of amounts that are based on salary and tenure of employment. Liabilities with regard to the Gratuity Plan are determined by actuarial valuation.

A feature all plans have in common is that the discount rate has a significant impact on the present value of obligations. The other assumptions have varying impacts on the different plans in different geographic regions. In the breakup presented below, the varying impact of changes in the key assumptions is shown as below.

b) Compensated leave of absence plan (other long term benefit plan)

The Company permits encashment of leave accumulated by their employees on retirement and separation. The liability for encashment of privilege leave is determined and provided on the basis of actuarial valuation performed by an independent actuary at the date of the balance sheet.

The Company recognised total retirement benefit costs related to all retirement plans as follows:

c) Provident fund and others (defined contribution plan)

Apart from being covered under the gratuity plan described earlier, employees participate in a provident fund plan; a defined contribution plan. The Company makes annual contributions based on a specified percentage of salary of each covered employee to a government recognised provident fund. The Company does not have any further obligation to the provident fund plan beyond making such contributions. Upon retirement or separation an employee becomes entitled for this lump sum benefit, which is paid directly to the concerned employee by the fund. The Company contributed approximately Rs.259.29 (2016 - Rs.215.64) to the provident fund plan during the year ended 31 March 2017.

NOTE 13 - RELATED PA RTY DISCLOSURES

a) Parties where direct/indirect control exists

i) Subsidiary companies

Glenmark Pharmaceuticals (Europe) R&D Ltd., U.K.

(formerly known as Glenmark Pharmaceuticals Europe Ltd., U.K.)

Glenmark Pharmaceuticals Europe Ltd., U.K. (formerly known as Glenmark Generics (Europe) Ltd., U.K.)

Glenmark Pharmaceuticals S.R.O., Czech Republic

Glenmark Pharmaceuticals SK, s.r.o., Slovak Republic

Glenmark Pharmaceuticals S. A., Switzerland

Glenmark Holding S. A., Switzerland

Glenmark Pharmaceuticals S.R.L., Romania

Glenmark Pharmaceuticals SP z.o.o., Poland (Formerly known as Glenmark Distributors SP z.o.o.)

Glenmark Pharmaceuticals SP z.o.o., Poland

(Merged into Glenmark Distributors SP z.o.o. with effect from 2 November 2016)

Glenmark Pharmaceuticals Inc., USA (Formerly known as Glenmark Generics Inc., USA)

Glenmark Therapeutics Inc., USA

Glenmark Farmaceutica Ltda., Brazil

Glenmark Generics SA., Argentina

Glenmark Pharmaceuticals Mexico, S.A. DE C.V., Mexico

Glenmark Pharmaceuticals Peru SAC., Peru

Glenmark Pharmaceuticals Colombia SAS, Colombia

(Formerly known as Glenmark Pharmaceuticals Colombia Ltda., Colombia)

Glenmark Uruguay S.A., Uruguay

Glenmark Pharmaceuticals Venezuela., C.A , Venezuela

Glenmark Dominicana, SRL, Dominican Republic

Glenmark Pharmaceuticals Egypt S.A.E., Egypt

Glenmark Pharmaceuticals FZE., United Arab Emirates

Glenmark Impex L.L.C., Russia

Glenmark Philippines Inc., Philippines

Glenmark Pharmaceuticals (Nigeria) Ltd., Nigeria

Glenmark Pharmaceuticals Malaysia Sdn Bhd., Malaysia

Glenmark Pharmaceuticals (Australia) Pty Ltd., Australia

Glenmark South Africa (Pty) Ltd., South Africa

Glenmark Pharmaceuticals South Africa (Pty) Ltd., South Africa

Glenmark Pharmaceuticals B.V., Netherlands (formerly known as Glenmark Generics B.V., Netherlands) Glenmark Arzneimittel Gmbh., Germany

Glenmark Pharmaceuticals Canada Inc., Canada (formerly Known as Glenmark Generics Canada Inc., Canada)

Glenmark Pharmaceuticals Kenya Ltd, Kenya

Glenmark Therapeutics AG, Switzerland

Viso Farmaceutica S.L.U., Spain

Glenmark Specialty S A, Switzerland

Glenmark Pharmaceuticals Distribution S.R.O, Czech Republic Glenmark Pharmaceuticals (Thailand) Co. Ltd., Thailand (w.e.f. 1 April 2015)

Glenmark Pharmaceuticals Nordic AB, Sweden Glenmark Ukraine LLC, Ukraine Glenmark-Pharmaceuticals Ecuador S. A., Ecuador

ii) Enterprise over which key managerial personnel excercise significant influence Glenmark Foundation

Glenmark Aquatic Foundation Trilegal

b) Related party relationships where transactions have taken place during the year

Subsidiary Companies / Enterprise over which key managerial personnel exercise significant influence

Glenmark Farmaceutica Ltda., Brazil Glenmark Philippines Inc., Philippines Glenmark Pharmaceuticals (Nigeria) Ltd., Nigeria Glenmark Pharmaceuticals S.A., Switzerland Glenmark Pharmaceuticals Malaysia Sdn.Bhd.,Malaysia Glenmark Impex L.L.C., Russia Glenmark Holding S.A., Switzerland Glenmark Pharmaceuticals Peru SAC., Peru Glenmark Pharmaceuticals Venezuela., C.A , Venezuela Glenmark Pharmaceuticals FZE., United Arab Emirates Glenmark Pharmaceuticals Egypt S.A.E., Egypt Glenmark Generics SA., Argentina Glenmark Pharmaceuticals (Europe) R&D Ltd., U.K. (formerly known as Glenmark Pharmaceuticals Europe Ltd., U.K.)

Glenmark Pharmaceuticals Europe Ltd., U.K. (formerly known as Glenmark Generics (Europe) Ltd., U.K.) Glenmark Pharmaceuticals Inc., USA (Formerly known as Glenmark Generics Inc., USA)

Glenmark Pharmaceuticals s.r.o., Czech Republic Glenmark Therapeutics Inc., USA Glenmark Pharmaceuticals (Thailand) Co. Ltd., Thailand Glenmark Dominicana SA., Dominican Republic

Glenmark Pharmaceuticals SP z.o.o., Poland (Merged into Glenmark Distributors SP z.o.o.)

Glenmark Pharmaceuticals SP z.o.o., Poland (Formerly known as Glenmark Distributors SP z.o.o.)

Glenmark Pharmaceuticals South Africa (Pty) Ltd., South Africa

Glenmark South Africa (Pty) Ltd., South Africa

Glenmark Pharmaceuticals Kenya Ltd, Kenya

Glenmark Pharmaceuticals Colombia SAS, Colombia

(Formerly known as Glenmark Pharmaceuticals Colombia Ltda., Colombia)

Glenmark Pharmaceuticals Mexico, S.A. DE C.V., Mexico Glenmark Specialty S A, Switzerland

Glenmark Pharmaceuticals Canada Inc., canada (formerly Known as Glenmark Generics Canada Inc., Canada) Glenmark Pharmaceuticals S.R.L., Romania Glenmark Therapeutics AG, Switzerland Glenmark Uruguay S.A., Uruguay

Glenmark Pharmaceuticals distribution S.R.O, Czech Republic Glenmark Foundation Glenmark Aquatic Foundation

c) Key Management Personnel

Mr. Glenn Saldanha (Chairman & Managing Director)

Mrs. Cherylann Pinto (Executive Director)

Mr. Rajesh Desai (Executive Director)

Mr. P Ganesh (President & Global Chief Financial Officer with effect from 12 May 2016)

Mr. Harish Kuber (Company Secretary & Compliance Officer with effect from 2 February 2017)

Mr. Sanjay Kumar Chowdhary (Company Secretary & Compliance Officer upto 31 October 2016)

Mrs. B. E. Saldanha (Non-executive Director)

Mr. D. R. Mehta (Non-executive Director)

Mr. Bernard Munos (Non-executive Director)

Mr. J. F. Ribeiro (Non-executive Director)

Dr. Brian W. Tempest (Non-executive Director)

Mr. Sridhar Gorthi (Non-executive Director)

Mr. Milind Sarwate (Non-executive Director)

NOTE 14- RESEARCH AND DEVELOPMENT EXPENSES

During the year, the Company’s expenses on research and development is Rs.4,623.41 (2016 - Rs.4,349.70).

NOTE 15 - EARNINGS PER SHARE (EPS)

The basic earnings per share for the year ended 31 March 2017 has been calculated using the net profits attributable to equity shareholders.

NOTE 16 - COMMITMENTS AND CONTINGENCIES

(a) In January 2014, the National Pharmaceutical Pricing Authority (NPPA) issued a demand notice of Rs.122.30 as overcharging liability of product “Doxovent 400 mg tab” for the period February 2010 to May 2013. The notice also envisaged a payment of Rs.33.30 towards interest @15% p.a. on the overcharged amount up to 31 January 2014. The Company has filed a petition under Article 32 with the Hon’ble Supreme Court of India (Hon’ble Court), challenging the issue of the above mentioned demand notice on various grounds. This petition has been tagged along with other petition/s filed by other pharmaceutical companies as well, pending before Supreme Court relating to the inclusion criteria of certain drugs including “Theophylline” in the schedule of the DPCO, 1995. The matters are sub-judice before the Supreme Court.

The Hon’ble Court passed an ad-interim order stating that no coercive steps be taken against the Company towards the said demand.

The Hon’ble Court has constituted a Special bench to hear the petition (along with other petitions filed in this regard) and the matter is expected to be listed in due course.

The company based on legal advice, has an arguable case on merits as well as with regard to mitigation of the demand.

(b) On 10 March 2016 Ministry of Health and Family Welfare issued notifications prohibiting manufacture for sale, sale and distribution for human use of several Fixed Dose Combination (“FDC”) with immediate effect.

Several products of the Company are also covered in the notified prohibited “FDC’s”. The Company has filed five writ petitions in Hon’ble Delhi High Court challenging the notifications issued. The Hon’ble Delhi High Court has granted interim relief to the Company by staying the notifications banning the FDC’s. The company based on legal advise, has an arguable case on merits though the liability in this case cannot be computed. In an adverse scenario, the Company would be restricted from manufacturing, selling and marketing the impacted FDC’s.

The company has revised the composition of the FDC’s and market the revised product. The matter is now clubbed with other petition with other companies before the supreme court.

(ii) Commitments

(a) Estimated amount of contracts remaining to be executed on capital account, net of advances, not provided for as at 31 March 2017 aggregate Rs.727.02 (31 March 2016 - Rs.710.42, 1 April 2015 - Rs.485.18)

(b) Estimated amount of contracts remaining to be executed on other than capital account, net of advances, not provided for as at 31 March 2017 aggregate Rs.5,236.30 (31 March 2016 - Rs.2,745.76, 1 April 2015 - Rs.2,260.74)

NOTE 17 - LEASES

The Company has taken on lease/leave and licence godowns/residential & office premises at various locations.

i) The Company’s significant leasing arrangements are in respect of the above godowns & premises (including furniture and fittings therein, as applicable). The aggregate lease rentals payable are charged to the statement of profit and loss as Rent.

ii) The Leasing arrangements which are cancellable range between 11 months to 5 years. They are usually renewable by mutual consent on mutually agreeable terms. Under these arrangements, generally refundable interest free deposits have been given towards deposit and unadjusted advance rent is recoverable from the lessor.

iii) The Company has entered into operating lease agreements for the rental of its office premises for a period of 3 to 5 years.

iv) Future obligations on non-cancellable operating lease

NOTE 18- FAIR VALUE MEASUREMENTS

Financial instruments by category

Investment in Subsidiaries are carried at cost

Trade receivables comprise amounts receivable from the sale of goods and services.

The management consider that the carrying amount of trade and other receivables approximates their fair value.

Bank balances and cash comprise cash and short-term deposits held by the Company. The carrying amount of these assets approximates their fair value.

Trade and other payables principally comprise amounts outstanding for trade purchases and on-going costs. The management consider that the carrying amount of trade payables approximates to their fair value.

Fair value hierarchy :

Level 2 : All FVPL financial assets and liabilities are classified as level 2 inputs except certain investments amounting to Rs.1.35 which are classified as level 1 inputs.

Level 3 : All amortised cost financial assets and liabilities are classified as level 3 inputs.

NOTE 19 - NOTE ON EXPENDITURE ON CORPORATE SOCIAL RESPONSIBILITY

Following is the information regarding projects undertaken and expenses incurred on CSR activities during the year ended 31 March 2017:

i Gross amount required to be spent by the Company during the year - Rs.232.23 (2016 - Rs.141.07)

ii Amount spent during the year on: (by way of contribution to the trusts and projects undertaken)

NOTE 20- EXCEPTIONAL ITEMS

Exceptional items for year ended 31 March 2017 represents impairment loss relating to Investment, Share application money and Trade receivables from the Company’s subsidiary Glenmark Pharmaceuticals Venezuela., C.A in Venezuela. The Company has not received approvals from the Venezuelan government to repatriate any amounts during the year ended 31 March 2017 and considering the uncertainty around repatriation, the Company believes it is appropriate to impair such investments, share application money and trade receivables pertaining to the said subsidiary.

NOTE 21 - RISK MANAGEMENT OBJECTIVES AND POLICIES

The Company is exposed to a variety of financial risks which results from the Company’s operating and investing activities. The Company focuses on actively securing its short to medium term cash flows by minimising the exposure to financial markets.

The Company does not actively engage in the trading of financial assets for speculative purposes nor does it write options.

Financial assets that potentially subject the Company to concentrations of credit risk consist principally of cash equivalents, accounts receivables, other receivables, investment securities and deposits. By their nature, all such financial instruments involve risk including the credit risk of non-performance by counter parties.

The Company’s cash equivalents and deposits are invested with banks.

The Company’s trade and other receivables are actively monitored to review credit worthiness of the customers to whom credit terms are granted and also avoid significant concentrations of credit risks.

The Company’s interest-rate risk arises from long-term borrowings. Borrowings obtained at variable rates expose the Company to cash flow interest-rate risk. Borrowings issued at fixed rates expose the Company to fair value interest-rate risk.

Foreign Currency sensitivity

The foreign currency sensitivity analysis has been performed in relation to US Dollar (USD), Euro (EUR) and Russian ruble (RUB).

US Dollar conversion rate was Rs.66.20 at the beginning of the year and scaled to a high of Rs.68.57 and to low of Rs.64.72. The closing rate is Rs.64.72. Considering the volatility in direction of strengthening dollar upto 10% , the sensitivity analysis has been disclosed at 10% movements on strengthening and weakening effect for presenting comparable movement due to currency fluctuations.

EUR conversion rate was Rs.75.37 at the beginning of the year and scaled to a high of Rs.76.60 and to low of Rs.69.13. The closing rate is Rs.69.13. Considering the volatility in direction of strengthening EUR upto 10% , the sensitivity analysis has been disclosed at 10% movements on strengthening and weakening effect for presenting comparable movement due to currency fluctuations.

RUB conversion rate was Rs.0.98 at the beginning of the year and scaled to a high of Rs.1.17 and to low of Rs.0.96. The closing rate is Rs.1.15. Considering the volatility in direction of strengthening RUB upto 10%, the sensitivity analysis has been disclosed at 10% movements on strengthening and weakening effect for presenting comparable movement due to currency fluctuations.

Interest rate sensitivity

The Company’s policy is to minimise interest rate cash flow risk exposures on long-term borrowing. The Company has taken several short term borrowings on fixed rate of interest. Since, there is no interest rate cash outflow associated with such fixed rate loans; an interest rate sensitivity analysis has not been performed.

The bank deposits are placed on fixed rate of interest of approximately 4% to 6.35%. As the interest rate does not vary unless such deposits are withdrawn and renewed, sensitivity analysis is not performed.

Credit risk analysis

The Company’s exposure to credit risk is limited to the carrying amount of financial assets recognised at the date of the balance sheet, as summarised below:

Trade receivables are usually due within 60-180 days. Generally and by practice most customers enjoy a credit period of approximately 180 days and are not interest bearing, which is the normal industry practice. All trade receivables are subject to credit risk exposure. However, the Company does not identify specific concentrations of credit risk with regard to trade and other receivables, as the amounts recognised represent a large number of receivables from various customers.

The Company continuously monitors defaults of customers and other counter parties, identified either individually or by the Company, and incorporates this information into its credit risk controls. The Company’s policy is to deal only with creditworthy counter parties.

The Company’s management considers that all the above financial assets that are not impaired for each of the reporting dates and are of good credit quality, including those that are past due. None of the Company’s financial assets are secured by collateral or other credit enhancements.

In respect of trade and other receivables, the Company’s credit risk exposure towards any single counter party or any group of counter parties having similar characteristics is considered to be negligible. The credit risk for liquid funds and other short-term financial assets is considered negligible, since the counter parties are reputable banks with high quality external credit ratings.

Liquidity risk analysis

The Company manages its liquidity needs by carefully monitoring scheduled debt servicing payments for long-term financial liabilities as well as cash-outflows due in day-to-day business. Liquidity needs are monitored in various time bands, on a day-to-day and week-to-week basis, as well as on the basis of a rolling 30-day projection. Long-term liquidity needs for a 180-day and a 360-day lookout period are identified monthly.

The Company maintains cash and marketable securities to meet its liquidity requirements for up to 30-day periods. Funding in regards to long-term liquidity needs is additionally secured by an adequate amount of committed credit facilities and the ability to sell long-term financial assets.

NOTE 21- CAPITAL MANAGEMENT POLICIES AND PROCEDURES

The Company’s capital management objectives are:

- to ensure the Company’s ability to continue as a going concern; and

- to provide an adequate return to shareholders by pricing products and services commensurately with the level of risk.

The Company monitors capital on the basis of the carrying amount of equity less cash and cash equivalents as presented on the face of the balance sheet. Capital for the reporting periods are summarised as follows:

The Company’s goal in capital management is to maintain a capital-to-overall financing structure ratio as low as possible.

The Company sets the amount of capital in proportion to its overall financing structure, i.e. equity and financial liabilities. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets to reduce debt.

Notes: 1 Intangible assets

As at the date of transition, Company has elected to consider the previous GAAP carrying value of all the items of intangible assets as deemed cost. So, there is no impact on equity as at the date of transition. There are few items of intangible assets which has been amortised in previous GAAP considering the useful life of five years. Under Ind AS, these assets has been considered as having infinite useful life and amortisation charges is nil on these assets after the date of transition. Instead, these assets has been tested for impairment on an annual basis. The adjustment on account of change in useful life have a positive impact of Rs.122.91 on equity reported under previous GAAP as at 31 March 2016.

2 Deferred tax

Deferred tax assets and liabilities under Indian GAAP were recorded only on timing differences. However, on transition to Ind AS, deferred tax assets and liabilities are recorded on temporary differences. On transition to Ind AS, the carrying values of assets and liabilities have undergone a change as a result of the adjustments indicated above, and accordingly, the deferred tax position has been recomputed after considering the new carrying amounts.

3 Proposed dividend

In preparation of the financial statements in accordance with Previous GAAP, the Company provided for proposed dividend and tax thereon to comply with the schedule III requirements of the Companies Act, 2013. On transition to Ind AS, proposed dividend is recognised based on the recognition principles of Ind AS 37- ‘Provisions, Contingent Liabilities and Contingent Assets’. Considering that the dividend has been proposed after the date of financial statements and becomes payable only after approval by the shareholders, there is no present obligation to pay this dividend as at the date of statement of balance sheet. Accordingly, the liability for proposed dividend and tax thereon has been reversed.

4 Remeasurement benefits

Under previous GAAP, remeasurement benefits on defined benefit obligation has been recognised in the statement of profit and loss. Ind AS 19 - Employee benefits required these remeasurement benefits to be recognised in other comprehensive income instead of statement of profit and loss.

5 Presentation differences

In the preparation of these Ind AS financial statements, the Company has made several presentation differences between Previous GAAP and Ind AS. These differences have no impact on reported profit or total equity. Accordingly, some assets and liabilities have been reclassified into another line item under Ind AS at the date of transition. Further, in these financial statements, some line items are described differently (renamed) under Ind AS as compared to Previous GAAP, although the assets and liabilities included in these line items are unaffected.

NOTE 22 - AUTHORISATION OF FINANCIAL STATEMENTS

The financial statements for the year ended 31 March 2017 were approved by the Board of Directors on 11 May 2017.


Mar 31, 2015

1. As at 31 March 2015, 164,800 options were outstanding under Employee Stock Option Scheme 2003. On exercise of the options so granted under Employee Stock Option Scheme 2003, the paid-up equity share capital of the Company will increase by equivalent number of shares.

2. Right, preference and restriction on shares

The Company presently has only one class of ordinary equity shares. For all matters submitted to vote in the shareholders meeting, every holder of ordinary equity shares, as reflected in the records of the Company on the date of the shareholders' meeting, has one vote in respect of each share held. All shares are equally eligible to receive dividends and the repayment of capital in the event of liquidation of the Company.

3. In the period of five years immediately preceeding 31 March 2015, the Company has not allotted any shares as fully paid up pursuant to contracts without payment being received in cash. Further, the Company has neither issued bonus shares nor bought back any shares during the aforementioned period.

4. Employee Stock Option Scheme, 2003 (ESOS)

The Company has formulated an Employee Stock Option Scheme ('ESOS') scheme namely ESOS 2003 under which it has made grants on various dates from time to time. Each grant has a vesting period which varies from 1 - 2 years and up to 4 - 6 years from the date of grant depending on the terms of the grant. The grants are made at the market price of the equity shares of the Company on either the date or the closing price of the date prior to day of the grant.

(i) Income received in advance represents advance received from customers for future supply of materials. The Company has recognised an income of Rs. 344.95 (2014 - Rs. 213.45) in current year and will recognise the balance amount in the coming periods. Refer note no. 7 for amount recognisable in one year.

(ii) Glenmark Pharmaceuticals Inc., USA (Formerly known as Glenmark Generics Inc., USA) (subsidiary of the Company) has settled dispute resolution with attorney general of the State of Texas (USA) on 7 April 2015. Under the settlement agreement, Glenmark will pay the State of Texas a total of USD13.75 million (including USD 2.5 million for attorneys' fees and costs) for the State's general revenue fund and USD 11.25 million to the federal government. Total liability is USD 25 million (Rs. 1,562.37). Payment will be made in 16 equal payments of USD1.5625 million each quarter for the next 16 quarters commencement from1 April 2015. Amount due in the next 12 months is USD 6.25 million (Rs. 390.59) which is recognised as current liability. As per the agreement between the Company and Glenmark Pharmaceuticals Inc., Company will reimburse such expenses to the Glenmark Pharmaceuticals Inc.

Legal expense incurred by the subsidiary amounting to USD 2.00 million (Rs. 125.00) is recognised as payable to subsidiaries in trade payables.

31 March 2015 31 March 2014

5. CONTINGENT LIABILITIES AND COMMITMENTS NOT PROVIDED FOR

(i) Contingent Liabilities

(a) Claims against the company not acknowledged as debts

Labour dispute 9.75 0.07

Disputed taxes and duties 223.92 123.96

(b) Guarantees

Bank guarantees 73.82 60.18

Letter of comfort on behalf of subsidiaries

Glenmark Distributors SP z.o.o., 218.73 721.08 Poland

Glenmark Generics Ltd., India - 1,500.00

Glenmark Holding S. A., 34,684.73 25,237.80 Switzerland

Glenmark Impex L.L.C., Russia 2,608.59 2,297.07

Glenmark Farmaceutica Ltda., Brazil 1,374.89 1,111.67

Glenmark Pharmaceuticals S.R.L., 68.27 562.94 Romania

Glenmark Pharmaceuticals S.R.O., 249.98 480.72 Czech Republic

Glenmark Pharmaceuticals SK, s.r.o., - 135.20 Slovak Republic

Glenmark Generics Finance S. A., 12,925.98 - Switzerland

(c) Others

Open letters of credit 827.87 223.22

Indemnity bonds for Customs 2,775.23 393.71

6. In January 2014, the National Pharma Pricing Authority (NPPA) issued a demand notice of Rs. 150 towards overpricing of product "Doxovent 400 mg tab". The Company has filed a petition under Article 32 with the Hon'ble Supreme Court of India (Hon'ble Court), challenging the issue of the above mentioned demand notice on various grounds. This petition has been tagged alongwith another petition filed by another pharmaceutical company, pending before supreme court relating to the inclusion criteria of certain drugs including "Theophylline" in the schedule of the DPCO, 1995, both matters are sub-judice before the Hon'ble Court.

The Hon'ble Court passed an ad-interim order staying any coercive steps against the Company.

The Hon'ble Court has constituted a special bench to hear the petition (along with other petitions filed in this regard) and the matter is expected to be listed in due course.

The company based on legal advise, does not forsee any liability devolving in this regard.

7. Merck Sharp & Dohme Pharmaceuticals Private Limited ('Merck'), the Indian affiliate of Merck & Co. Inc., USA had filed a suit for infringement and was seeking permanent injunction in the Hon'ble High Court at Delhi to restrain the Company from manufacturing and sale of generic versions of Merck's product Januvia (Sitagliptin Phosphate Monohydrate). The petition was dismissed by the single bench of the Hon'ble High Court at Delhi and Merck had filed an appeal before the divisional bench of the Hon'ble High Court at Delhi. On 20 March 2015, the High Court of Delhi injuncted the Company from making and marketing the product Zita and Zita-Met.

The Hon'ble Supreme Court of India on Special Leave Petition filed by the Company directed the trial to be expedited and completed by 30 June 2015 and daily hearing before Single Judge, Delhi High Court from 6 July 2015.

The Supreme Court permitted the Company to continue selling the existing stock while restrained from further manufacturing of the said products.

8. Commitments

(a) Estimated amount of contracts remaining to be executed on capital account, net of advances, not provided for as at 31 March 2015 aggregate Rs. 485.18 (2014 - Rs. 590.05).

(b) Estimated amount of contracts remaining to be executed on other than capital commitment, net of advances, not provided for as at 31 March 2015 aggregate Rs. 2,260.74 (2014 - Rs. 203.94).

9. SEGMENT INFORMATION

Business segments

The Company is primarily engaged in a single segment business of pharmaceuticals and is managed as one entity, for its various activities and manufacturing and marketing of pharmaceuticals is governed by a similar set of risks and returns.

10. RELATED PARTY DISCLOSURES

In accordance with the requirements of Accounting Standard - 18 "Related Party Disclosures", the names of the related parties where control exists and/or with whom transactions have taken place during the year and description of relationships, as identified and certified by the management are as follows:

11. Parties where direct/indirect control exists

i) Subsidiary companies

Glenmark Pharmaceuticals (Europe) R&D Ltd., U.K. (formerly known as Glenmark Pharmaceuticals Europe Ltd., U.K.)

Glenmark Pharmaceuticals Europe Ltd., U.K. (formerly known as Glenmark Generics (Europe) Ltd., U.K.)

Glenmark Pharmaceuticals S.R.O., Czech Republic Glenmark Pharmaceuticals SK, s.r.o., Slovak Republic

Glenmark Pharmaceuticals S. A., Switzerland

Glenmark Holding S. A., Switzerland

Glenmark Generics Finance S. A., Switzerland

Glenmark Pharmaceuticals S.R.L., Romania

Glenmark Distributors SP z.o.o., Poland

Glenmark Pharmaceuticals SP z. o.o., Poland

Glenmark Pharmaceuticals Inc., USA (formerly known as Glenmark Generics Inc., USA)

Glenmark Therapeutics Inc., USA

Glenmark Farmaceutica Ltda., Brazil

Glenmark Generics SA., Argentina

Glenmark Pharmaceuticals Mexico, S.A. DE C.V., Mexico

Glenmark Pharmaceuticals Peru SAC., Peru

Glenmark Pharmaceuticals Colombia SAS, Colombia (formerly known as Glenmark Pharmaceuticals Colombia Ltda., Colombia)

Glenmark Uruguay S.A., Uruguay

Glenmark Pharmaceuticals Venezuela., C.A , Venezuela

Glenmark Dominicana, SRL, Dominican Republic

Glenmark Pharmaceuticals Egypt S.A.E., Egypt

Glenmark Pharmaceuticals FZE., United Arab Emirates

Glenmark Impex L.L.C., Russia

Glenmark Philippines Inc., Philippines

Glenmark Pharmaceuticals (Nigeria) Ltd., Nigeria

Glenmark Pharmaceuticals Malaysia Sdn Bhd., Malaysia

Glenmark Pharmaceuticals (Australia) Pty Ltd., Australia

Glenmark South Africa (Pty) Ltd., South Africa

Glenmark Pharmaceuticals South Africa (Pty) Ltd., South Africa

Glenmark Pharmaceuticals B.V., Netherlands (formerly known as Glenmark Generics B.V., Netherlands)

Glenmark Arzneimittel Gmbh., Germany

Glenmark Pharmaceuticals Canada Inc., Canada (formerly Known as Glenmark Generics Canada, Inc., Canada)

Glenmark Pharmaceuticals Kenya Ltd., Kenya Glenmark Therapeutics AG, Switzerland

ii) Investment in Joint Venture

Glenmark Pharmaceuticals (Thailand) Co. Ltd., Thailand

iii) Enterprise over which key managerial personnel excercise significant influence Glenmark Foundation Glenmark Aquatic Foundation

b) Related party relationships where transactions have taken place during the year

Subsidiary Companies/Joint Venture/Enterprise over which key managerial personnel excercise significant influence

Glenmark Farmaceutica Ltda., Brazil

Glenmark Philippines Inc., Philippines

Glenmark Pharmaceuticals (Nigeria) Ltd., Nigeria

Glenmark Pharmaceuticals S.A., Switzerland

Glenmark Pharmaceuticals Malaysia Sdn. Bhd., Malaysia

Glenmark Impex L.L.C., Russia

Glenmark Holding S.A., Switzerland

Glenmark Pharmaceuticals Peru SAC., Peru

Glenmark Pharmaceuticals Venezuela., C.A, Venezuela

Glenmark Pharmaceuticals FZE., United Arab Emirates

Glenmark Pharmaceuticals Egypt S.A.E., Egypt

Glenmark Generics SA., Argentina

Glenmark Pharmaceuticals (Europe) R&D Ltd., U.K. (formerly known as Glenmark Pharmaceuticals Europe Ltd., U.K.)

Glenmark Pharmaceuticals Europe Ltd., U.K. (formerly known as Glenmark Generics (Europe) Ltd., U.K.)

Glenmark Pharmaceuticals Inc., USA (Formerly known as Glenmark Generics Inc., USA)

Glenmark Pharmaceuticals s.r.o., Czech Republic

Glenmark Therapeutics Inc., USA

Glenmark Pharmaceuticals (Thailand) Co. Ltd., Thailand

Glenmark Dominicana SA., Dominican Republic

Glenmark Pharmaceuticals SP z.o.o., Poland

Glenmark Distributor SP z.o.o., Poland

Glenmark Pharmaceuticals SK, s.r.o., Slovak Republic

Glenmark Pharmaceuticals S.R.L., Romania

Glenmark Pharmaceuticals South Africa (Pty) Ltd., South Africa

Glenmark Pharmaceuticals Kenya Ltd., Kenya

Glenmark Pharmaceuticals Colombia SAS, Colombia (Formerly known as Glenmark Pharmaceuticals Colombia Ltda.,

Colombia)

Glenmark Pharmaceuticals Mexico, S.A. DE C.V., Mexico

Glenmark Pharmaceuticals (Australia) Pty Ltd., Australia

Glenmark Generics Finance S.A., Switzerland

Glenmark Foundation

Glenmark Aquatic Foundation

c) Key Management Personnel

Mr. Glenn Saldanha (Chairman & Managing Director)

Mrs. Cherylann Pinto (Executive Director)

Mr. Rajesh Desai (Executive Director)

Mr. Sanjay Kumar Chowdhary (Company Secretary & Compliance Officer)

32. OUTSTANDING DUES TO MICRO, SMALL AND MEDIUM SCALE ENTERPRISES

Based on the information available with the Company, no creditors have been identified as "supplier" within the meaning of "Micro, Small and Medium Enterprises Development (MSMED) Act, 2006". Accordingly, no disclosure under the MSMED Act are required to be given.

12. LEASES

The Company has taken on lease/leave and licence godowns/residential & office premises at various locations in the country.

i) The Company's significant leasing arrangements are in respect of the above godowns & premises (including furniture and fittings therein, as applicable). The aggregate lease rentals payable are charged to Statement of Profit and Loss as Rent.

ii) The Leasing arrangements which are cancellable range between 11 months to 5 years. They are usually renewable by mutual consent on mutually agreeable terms. Under these arrangements, generally refundable interest free deposits have been given. An amount of Rs. 105.42 (2014 - Rs. 100.43) towards deposit and unadjusted advance rent is recoverable from the lessors.

13. TAXATION

Provision for current taxation for the Company of Rs. 2,801.69 represents Minimum alternate tax pursuant to the provisions of Section 115JB of the Income Tax Act, 1961 of India.

The Finance Act, 2005 inserted sub-section (1A) to section 115JAA to grant tax credit in respect of MAT paid under Section 115JB of the Act with effect from Assessment Year 2006-07 and carry forward the credit for a period of 10 years. In accordance with the Guidance Note issued on "Accounting for credit available in respect of Minimum Alternative Tax (MAT) under the Income Tax Act 1961" by the Institute of the Chartered Accountants of India, the Company has recognised MAT Credit which is expected to be set-off against the tax liability, other than MAT in future years. Accordingly, an amount of Rs.526.92 for the current year has been recognised as MAT Credit Entitlement.

14. RESEARCH AND DEVELOPMENT EXPENDITURE

During the year, the Company expensed Rs. 2,773.14 (2014 - Rs. 1,213.55) towards research and development costs.

15. SUBSEQUENT EVENTS

The Company in its meeting of Preferential Issue Committee of the Board of Directors held on May 19, 2015, has allotted 10,800,000 Equity Shares of the face value of Rs. 1/- each at a price of Rs. 875 per equity share to Aranda Investments (Mauritius) Pte. Ltd., on preferential basis in terms of Chapter VII of SEBI (ICDR) Regulations and the applicable sections of the Companies Act, 2013.

16. In terms of proviso to Clause 3(i) of Part A of Schedule II to the Companies Act, 2013 (the Act), the Company has based on a technical evaluation decided to adopt useful life for various fixed assets, which are in certain cases, different from those prescribed in Schedule II to the Act. The useful life of an asset is not ordinarily different from the useful life specified in Part C and the residual value of an asset is not more than five per cent of the original cost of the asset. The impact of Such change will decrease profit byRs. 69.13 for FY 2014-15.

17. PRIOR YEAR COMPARATIVES

The current year figures are not comparable with that of the corresponding previous year due to Merger of Glenmark Generics Ltd. and Glenmark Access Ltd. with the Company during the year. (Refer Note 1A) Prior year's figures have been regrouped or reclassified wherever necessary to confirm to current year's classification.


Mar 31, 2014

1. CONTINGENT LIABILITIES AND COMMITMENTS NOT PROVIDED FOR

31 March 2014 31 March 2013

(i) Contingent Liabilties

(a) Claims against the Company not acknowledged as debts

- Labour dispute 0.07 0.06

- Disputed taxes and duties 123.96 105.78

(b) Guarantees

Bank guarantees 60.18 41.39

Letter of comfort on behalf of subsidiaries, to the extent of limits 32,046.48 24,286.73

(c) Others

Open letters of credit 223.22 18.64

Indemnity bonds 393.71 374.57

(d) In January 2014, the National Pharma Pricing Authority (NPPA) issued a demand notice ofRs. 150 towards overpricing of product "Doxovent 400 mg tab". The Company has filed a petition under Article 32 with the Hon''ble Supreme Court of India (Hon''ble Court), challenging the issue of the above mentioned demand notice on various grounds, primarily, that inclusion of "Theophylline" in the schedules of DPCO, 1995 is sub-judice before the Hon''ble Court.

The Hon''ble Court passed an ad-interim order staying any coercive steps against the Company and directed the matter be tagged along with the petition on the inclusion of "Theophylline" in the Schedule of DPCO, 1995. The Hon''ble Court has constituted a special bench to hear the petition (along with other petitions filed in this regard) and the matter is expected to be listed in due course.

(ii) Commitments

(a) Estimated amount of contracts remaining to be executed on capital account, net of advances, not provided for as at 31 March 2014 aggregate X 590.05 (2013 - X 264.03).

(b) Estimated amount of contracts remaining to be executed on other than capital commitment, net of advances, not provided for as at 31 March 2014 aggregate X 203.94 (2013 - X 209.26).

2. EARNINGS PER SHARE

Basic earnings per share is calculated by dividing the net profit for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year.

For the purpose of calculating diluted earnings per share, the weighted average number of shares outstanding are adjusted for the effects of all dilutive potential equity shares from the exercise of options on unissued share capital.

3. SEGMENT INFORMATION

Business segments

The Company is primarily engaged in a single segment business of formulations and is managed as one entity, for its various activities and manufacturing and marketing of pharmaceuticals is governed by a similar set of risks and returns.

Geographical segments

In the view of the management, the Indian and export markets represent geographical segments.

Revenue by market - The following is the distribution of the Company''s sale (of products and services) by geographical markets (gross of excise duty and sales tax):

4. RELATED PARTY DISCLOSURES

In accordance with the requirements of Accounting Standard - 18 "Related Party Disclosures", the names of the related parties where control exists and/or with whom transactions have taken place during the year and description of relationships, as identified and certified by the management are as follows:

a) Parties where direct/indirect control exists

i) Subsidiary companies

Clenmark Pharmaceuticals (Europe) R&D Ltd., U.K. (formerly known as Clenmark Pharmaceuticals Europe Ltd., U.K.)

Clenmark Pharmaceuticals Europe Ltd., U.K. (formerly known as Clenmark Generics (Europe) Ltd., U.K.)

Clenmark Pharmaceuticals S.R.O., Czech Republic

Clenmark Pharmaceuticals SK, s.r.o., Slovak Republic

Clenmark Pharmaceuticals S. A., Switzerland

Clenmark Holding S. A., Switzerland

Clenmark Generics Finance S. A., Switzerland

Clenmark Pharmaceuticals S.R.L., Romania

Clenmark Pharmaceuticals Eood., Bulgaria

Clenmark Distributors SP z.o.o., Poland

Clenmark Pharmaceuticals SP z.o.o., Poland

Clenmark Generics Inc., USA

Clenmark Therapeutics Inc., USA

Glenmark Farmaceutica Ltda., Brazil

Clenmark Generics SA., Argentina

Clenmark Pharmaceuticals Mexico, S.A. DE C.V., Mexico

Glenmark Pharmaceuticals Peru SAC, Peru

Clenmark Pharmaceuticals Colombia SAS, Colombia (formerly known as Clenmark Pharmaceuticals Colombia Ltda., Colombia)

Clenmark Uruguay S.A., Uruguay

Glenmark Pharmaceuticals Venezuela C.A., Venezuela

Clenmark Dominicana, SRL, Dominican Republic

Clenmark Pharmaceuticals Egypt S.A.E., Egypt

Glenmark Pharmaceuticals FZE., United Arab Emirates

Clenmark Impex L.L.C., Russia

Clenmark Philippines Inc., Philippines

Glenmark Pharmaceuticals (Nigeria) Ltd., Nigeria

Clenmark Pharmaceuticals Malaysia Sdn Bhd., Malaysia

Glenmark Pharmaceuticals (Australia) Pty Ltd., Australia

Clenmark South Africa (Pty) Ltd., South Africa

Glenmark Pharmaceuticals South Africa (Pty) Ltd., South Africa

Clenmark Access Ltd (formerly known as Glenmark Exports Ltd.)., India

Clenmark Generics Ltd., India

Clenmark Pharmaceuticals B.V., Netherlands (formerly known as Glenmark Generics B.V.), Netherlands

Glenmark Arzneimittel Gmbh., Germany

Glenmark Generics Canada, Inc., Canada

Clenmark Pharmaceuticals Kenya Ltd., Kenya

Glenmark Therapeutics AC, Switzerland ii) Investment in Joint Venture

Glenmark Pharmaceuticals (Thailand) Co. Ltd., Thailand iii) Enterprise over which key managerial personnel exercise significant influence

Clenmark Foundation, India

b) Related party relationships where transactions have taken place during the year Subsidiary Companies/Joint Venture

Glenmark Farmaceutica Ltda., Brazil

Glenmark Philippines Inc., Philippines

Glenmark Pharmaceuticals (Nigeria) Ltd., Nigeria

Glenmark Pharmaceuticals S.A., Switzerland

Glenmark Pharmaceuticals Malaysia Sdn. Bhd., Malaysia

Glenmark Impex L.L.C., Russia

Glenmark Holding S.A., Switzerland

Glenmark Generics Ltd., India

Glenmark Pharmaceuticals Peru SAC., Peru

Glenmark Pharmaceuticals Venezuela C.A., Venezuela

Glenmark Pharmaceuticals FZE., United Arab Emirates

Glenmark Pharmaceuticals Egypt S.A.E., Egypt

Glenmark Generics S.A., Argentina

Glenmark Pharmaceuticals (Europe) R&D Ltd., U.K. (formerly known as Glenmark Pharmaceuticals Europe Ltd., U.K.)

Glenmark Pharmaceuticals Europe Ltd., U.K. (formerly known as Glenmark Generics (Europe) Ltd., U.K.)

Glenmark Generics Inc., USA

Glenmark Pharmaceuticals s.r.o., Czech Republic

Glenmark Therapeutics Inc., USA

Glenmark Pharmaceuticals (Thailand) Co. Ltd., Thailand

Glenmark Dominicana SRL., Dominican Republic

Glenmark Pharmaceuticals SP z.o.o., Poland

Glenmark Distributors SP z.o.o., Poland

Glenmark Pharmaceuticals SK, s.r.o., Slovak Republic

Glenmark Pharmaceuticals S.R.L., Romania

Glenmark Pharmaceuticals South Africa (Pty) Ltd., South Africa

Glenmark Pharmaceuticals Kenya Ltd., Kenya

Glenmark Pharmaceuticals Colombia SAS, Colombia (formerly known as Glenmark Pharmaceuticals Colombia Ltda., Colombia)

Glenmark Pharmaceuticals Mexico, S.A. DE C.V., Mexico

Glenmark Pharmaceuticals (Australia) Pty Ltd., Australia

Glenmark Therapeutics AG., Switzerland

Glenmark Access Ltd (formerly known as Glenmark Exports Ltd.)., India

Enterprise over which key managerial personnel exercise significant influence

Glenmark Foundation, India

c) Key Management Personnel

Mrs. B.E. Saldanha (Non-Executive Director)

Mr. Glenn Saldanha (Chairman & Managing Director)

Mrs. Cherylann Pinto (Executive Director)

Mr. Rajesh Desai (Executive Director)

5. OUTSTANDING DUES TO MICRO, SMALL AND MEDIUM SCALE BUSINESS ENTERPRISES

Based on the information available with the Company, no creditors have been identified as "supplier" within the meaning of "Micro, Small and Medium Enterprises Development (MSMED) Act, 2006". Accordingly, no disclosure under the MSMED Act are required to be given.

6. LEASES

The Company has taken on lease/leave and licence godowns/residential & office premises at various locations in the country.

i) The Company''s significant leasing arrangements are in respect of the above godowns & premises (including furniture and fittings therein, as applicable). The aggregate lease rentals payable are charged to Statement of Profit and Loss as rent.

ii) The Leasing arrangements which are cancellable range between 11 months to 5 years. They are usually renewable by mutual consent on mutually agreeable terms. Under these arrangements, generally refundable interest free deposits have been given. An amount of Rs. 100.43 (2013 - Rs. 98.62) towards deposit and unadjusted advance rent is recoverable from the lessors.

The Company has entered into operating lease agreements for the rental of its office premises for a period of 3 to 5 years.

7. TAXATION

Provision for current taxation for the Company of Rs. 1,080.21 represents Minimum Alternate Tax pursuant to the provisions of Section 115JB of the Income Tax Act, 1961 of India.

The Finance Act, 2005 inserted sub section (1A) to Section 115JAA to grant tax credit in respect of MAT paid under Section 115JB of the Act with effect from Assessment Year 2006-07 and carryforward the credit for a period of 10 years. In accordance with the Guidance Note issued on "Accounting for credit available in respect of Minimum Alternative Tax (MAT) under the Income Tax Act, 1961" by the Institute of the Chartered Accountants of India, the Company has recognised MAT Credit which is expected to be set-off against the tax liability, other than MAT in future years. Accordingly, an amount of Rs. 477.56 for the current year has been recognised as MAT Credit Entitlement in note 11.

8. EMPLOYEE BENEFITS

The disclosures as required as per the revised AS 15 are as under:

1. Brief description of the Plans

The Company has various schemes for long-term benefits such as Provident Fund, Superannuation, Gratuity and Compensated absences. In case of funded schemes, the funds are recognised by the Income tax authorities and administered through appropriate authorities. The Company''s defined contribution plans are Superannuation and Employees'' Provident Fund and Pension Scheme (under the provisions of the Employees'' Provident Funds and Miscellaneous Provisions Act, 1952) since the Company has no further obligation beyond making the contributions. The Company''s defined benefit plans include Gratuity benefit.

9. RESEARCH AND DEVELOPMENT EXPENDITURE

During the year, the Company expensed Rs. 1,213.55 (2013 - Rs. 929.44) as research and development costs.

10. Disclosure of Assets and Liabilities as on 31 March 2014 and Income and Expenses for the year ended 31 March 2014 related to the interest of the Company in the joint venture Clenmark Pharmaceuticals (Thailand) Co. Ltd, Thailand. These extracts have been drawn up from the audited financial statements of the joint venture, without giving effect to the elimination of transactions between the Company and the joint venture.

11. OTHER EVENTS

(i) The Board of Directors of Clenmark Pharmaceuticals Limited ("GPL"), in their meeting held on 31 January 2014, have approved a proposal to merge its subsidiaries i.e. Clenmark Generics Limited ("CCL") and Clenmark Access Limited ("GAL"), with GPL.

The merger will be effected through a court approved Scheme of Amalgamation under Sections 391 to 394 and other applicable provisions of Companies Act, 1956 ("Scheme"). As on date, 99.33% of the share capital of CGLis being held by GPL (including 1.19% being held by GAL, a wholly owned subsidiary of GPL). As per the Scheme, the remaining shareholders holding 0.67% (1,016,741 equity shares) of the share capital of GCL will be issued shares of GPL at a swap ratio which has been determined as 4 shares of GPL of Rs. 1 each for every 5 shares of Rs. 10 each held by shareholders of GCL. The Company has initiated necessary legal process to conclude the merger. The accounting effect of the merger shall be given only upon receipt of all regulatory approvals and necessary submissions to relevant authorities.

(ii) Merck Sharp & Dohme Pharmaceuticals Private Limited (''Merck''), the Indian affiliate of Merck & Co. Inc., USA had filed a suit for infringment and was seeking permanent injunction in the Hon''ble High Court at Delhi to restrain Clenmark from manufacturing and sale of generic versions of Merck''s product Januvia (Sitagliptin Phosphate Monohydrate). The petition was dismissed by the single bench of the Hon''ble High Court at Delhi and Merck has now filed an appeal before the divisional bench of the Hon''ble High Court at Delhi, which is pending orders. Based on legal advice, the management is of the opinion that no liability is likely to devolve on the Company.

12. PRIOR YEAR COMPARATIVES

Prior year''s figures have been regrouped or reclassified wherever necessary to confirm to current year''s classification.


Mar 31, 2013

1. Earnings per share

Basic earnings per share is calculated by dividing the net profit for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year.

For the purpose of calculating diluted earnings per share, the weighted average number of shares outstanding are adjusted for the effects of all dilutive potential equity shares from the exercise of options on unissued share capital.

The calculations of earnings per share (basic and diluted) are based on the earnings and number of shares as computed below.

2. Segment Information Business segments

The Company is primarily engaged in a single segment business of formulations and is managed as one entity, for its various activities and manufacturing and marketing of pharmaceuticals is governed by a similar set of risks and returns.

3. Related Party Disclosures

In accordance with the requirements ofAccounting Standard -18 "Related Party Disclosures", the names of the related parties where control exists and/or with whom transactions have taken place during the year and description of relationships, as identified and certified by the management are as follows:

a) Parties where direct/indirect control exists

i) Subsidiary companies

Glenmark Pharmaceuticals Europe Ltd., U.K.

Glenmark Generics (Europe) Ltd., U.K.

Glenmark Pharmaceuticals S.R.O., Czech Republic

Glenmark Pharmaceuticals SK, s.r.o., Slovak Republic

Glenmark Pharmaceuticals S. A., Switzerland

Glenmark Holding S. A., Switzerland

Glenmark Generics Holding S.A., Switzerland (merged with Glenmark Generics Finance SAw.e.f. 1 April 2012.)

Glenmark Generics Finance S. A., Switzerland

Glenmark Pharmaceuticals S.R.L., Romania

Glenmark Pharmaceuticals Eood., Bulgaria

Glenmark Distributors SP z.o.o., Poland

Glenmark Pharmaceuticals SP z.o.o., Poland

Glenmark Generics Inc., USA

Glenmark Therapeutics Inc., USA

Glenmark Farmaceutica Ltda., Brazil

Glenmark Generics S.A., Argentina

Glenmark Pharmaceuticals Mexico, S.A. DE C.V., Mexico

Glenmark Pharmaceuticals Peru SAC., Peru

Glenmark Pharmaceuticals Colombia Ltda., Colombia

Glenmark Uruguay S.A., Uruguay

Glenmark Pharmaceuticals Venezuela., C.A, Venezuela

Glenmark Dominicana, SRL, Dominican Republic

Glenmark Pharmaceuticals Egypt S.A.E., Egypt

Glenmark Pharmaceuticals FZE., U.A.E.

Glenmark Impex L.L.C., Russia

Glenmark Philippines Inc., Philippines

Glenmark Pharmaceuticals (Nigeria) Ltd., Nigeria

Glenmark Pharmaceuticals Malaysia Sdn Bhd., Malaysia

Glenmark Pharmaceuticals (Australia) Pty Ltd., Australia

Glenmark South Africa (Pty) Ltd., South Africa

Glenmark Pharmaceuticals South Africa (Pty) Ltd., South Africa

Glenmark Access Ltd. (formerly known as Glenmark Exports Ltd.)

Glenmark Generics Ltd., India

Glenmark Generics B.V., Netherlands

Glenmark Arzneimittel Gmbh., Germany

Glenmark Generics Canada, Inc.

Glenmark Pharmaceuticals Kenya Ltd.; Kenya

Glenmark Therapeutics AG; Switzerland

ii) Investment in Joint Venture

Glenmark Pharmaceuticals (Thailand) Co. Ltd., Thailand

iii) Enterprise over which key managerial personnel exercise significant influence Glenmark Foundation, India

b) Related party relationships where transactions have taken place during the year Subsidiary Companies/Joint Venture

Glenmark Farmaceutica Ltda., Brazil

Glenmark Philippines Inc., Philippines

Glenmark Pharmaceuticals (Nigeria) Ltd., Nigeria

Glenmark Pharmaceuticals S.A., Switzerland

Glenmark Pharmaceuticals Malaysia Sdn. Bhd., Malaysia

Glenmark Impex L.L.C., Russia

Glenmark Holding S.A., Switzerland

Glenmark Generics Ltd., India

Glenmark Pharmaceuticals Peru SAC., Peru

Glenmark Pharmaceuticals Venezuela., C.A, Venezuela

Glenmark Pharmaceuticals FZE., U.A.E.

Glenmark Pharmaceuticals Egypt S.A.E., Egypt

Glenmark Generics SA., Argentina

Glenmark Generics (Europe) Ltd., U.K.

Glenmark Pharmaceuticals Europe Ltd., U.K.

Glenmark Generics Inc., USA

Glenmark Pharmaceuticals s.r.o., Czech Republic

GlenmarkTherapeutics Inc., USA

Glenmark Pharmaceuticals (Thailand) Co. Ltd., Thailand

Glenmark Dominicana SA., Dominican Republic

Glenmark Distributor SP z.o.o., Poland

Glenmark Pharmaceuticals S.R.L., Romania

Glenmark Pharmaceuticals South Africa (Pty) Ltd., South Africa

Glenmark Pharmaceuticals Kenya Ltd; Kenya

Glenmark Pharmaceuticals Colombia Ltda., Colombia

Glenmark Pharmaceuticals Mexico, S.A. DE C.V., Mexico

Glenmark Pharmaceuticals (Australia) Pty Ltd., Australia

Glenmark Therapeutics AG; Switzerland

Glenmark Uruguay S.A., Uruguay

Enterprise over which key managerial personnel exercise significant influence

Glenmark Foundation, India

c) Key management personnel

Mr. Gracias Saldanha (Upto 20 July 2012)

Mrs. B. E. Saldanha

Mr. Glenn Saldanha

Mrs. Cherylann Pinto

Mr. R. V. Desai (Appointed w.e.f 9 November 2011)

Mr. A. S. Mohanty (Upto 10 May 2011)

4. Outstanding Dues to Micro, Small and Medium Scale Business Enterprises

The Company has not received any information from the "suppliers" regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosures, if any, relating to the amounts as at year-end together with interest paid/payable as required under the said Act have not been given.

5. Leases

The Company has taken on lease/ leave and licence godowns/ residential & office premises at various locations in the country.

i) The Company''s significant leasing arrangements are in respect of the above godowns & premises (including furniture and fittings therein, as applicable). The aggregate lease rentals payable are charged to Statement of Profit and Loss as Rent.

ii) The Leasing arrangements which are cancellable range between 11 months to 5 years. They are usually renewable by mutual consent on mutually agreeable terms. Under these arrangements, generally refundable interest free deposits have been given. An amount ofRs. 98.62 (2012 -Rs. 99.32) towards deposit and unadjusted advance rent is recoverable from the lessor.

6. Taxation

Provision for current taxation for the Company of Rs. 656.97 represents Minimum Alternate Tax pursuant to the provisions of Section 115JB of the Income Tax Act, 1961 of India. The Finance Act, 2005 inserted sub-section (1A) to Section 115JAA to grant tax credit in respect of MAT paid under Section 115JB of the Act with effect from Assessment Year 2006-07 and carry forward the credit for a period of 10 years. In accordance with the Guidance Note issued on "Accounting for credit available in respect of Minimum Alternative Tax (MAT) under the Income Tax Act, 1961" by the Institute of the Chartered Accountants of India, the Company has recognised MAT Credit which is expected to be set-off against the tax liability, other than MAT in future years. Accordingly, an amount of Rs. 656.97 for the current year and has been recognised as MAT Credit Entitlement in Note 13.

7. Employee Benefits

The disclosures as required as per the revised AS 15 are as under:

1. BriefdescriptionofthePlans

The Company has various schemes for long-term benefits such as Provident Fund, Superannuation, Gratuity and Compensated absences. In case of funded schemes, the funds are recognised by the Income tax authorities and administered through appropriate authorities. The Company''s defined contribution plans are Superannuation and Employees'' Provident Fund and Pension Scheme (under the provisions of the Employees'' Provident Funds and Miscellaneous Provisions Act, 1952) since the Company has no further obligation beyond making the contributions. The Company''s defined benefit plans include Gratuity benefit.

8. Research and development expenditure

During the year, the Company expensed Rs. 929.44 (2012 -Rs. 759.57) as research and development costs.

9. Extracts of Assets and Liabilities as on 31 March 2013 and Income and Expenses for the year ended 31 March 2013 related to the interest of the Company (without elimination of the effect of transactions between the Company and Glenmark Pharmaceuticals (Thailand) Co. Ltd., Thailand) have been extracted from the audited financial statements:

10. Other Events

Merck Sharp & Dohme Pharmaceuticals Private Limited (''Merck''), the Indian affiliate of Merck & Co. Inc., USA had filed a decree for permanent injunction in the Hon''ble High Court at Delhi to restrain Glenmark Pharmaceuticals Limited from manufacture and sale of generic versions of Merck''s product Januvia (Sitagliptin Phosphate) alleging patent right infringement. The petition was dismissed by the single bench of the Hon''ble High Court at Delhi and Merck has now filed an appeal before the divisional bench of the Hon''ble High Court at Delhi, which is pending hearing. Based on a legal advice, the management is confident that no liability is likely to devolve on the Company.

11. Prior Year Comparatives

Prior year''s figures have been regrouped or reclassified wherever necessary to confirm to current year''s classification.


Mar 31, 2012

31 March 2012 31 March 2011

1. Contingent Liabilities and Commitments not provided for

(i) Contingent Liabilties

(a) Claims against the Company not acknowledge as debts

- Labour Dispute 0.09 0.15

- Disputed Taxes and Duties 154.47 27.37

(b) Guarantees

Bank guarantees 19.63 20.28

Letter of comfort on behalf of subsidiaries, to the extent of limits 15,925.54 5,687.13

Corporate Guarantee (Refer Note) - 1,206.36

(c) Others

Open letters of credit 460.38 6.39

Indemnity Bond 287.73 260.25

Call money payable to Glenmark Pharmaceuticals (Thailand) Co. Ltd. - 1.23 (16,415 shares @ 50 THB per Equity Share)

Note:

The Company's subsidiary, Glenmark Generics Inc., U.S.A (GGI) (formerly known as Glenmark Pharmaceuticals Inc., U.S.A.) (GPI) on 02 June 2006 has entered into an Agreement with Paul Royalty Fund Holdings II (PRF) pursuant to which, PRF will pay up to USD 27 millions to GGI for the development and commercialisation of certain products for the US market. Further, the Company has entered into a Master Services, License, Manufacturing and Supply Agreement with GGI to develop and manufacture the aforesaid products, and also issued a financial guarantee in favour of PRF for an amount not exceeding USD 27 millions for the benefits under the said agreement. During the year, Glenmark Generics Inc., U.S.A (GGI) has paid Paul Royalty Fund Holdings II (PRF) an amount of Rs 1,316.80 (USD 28.8 millions) pursuant to its contractual obligation and the same has been charged to the statement of profit and loss.

(ii) Commitments

(a) Estimated amount of contracts remaining to be executed on capital account, net of advances, not provided for as at 31 March 2012 aggregate Rs 736.42 (2011 - Rs 233.78)

(b) Estimated amount of contracts remaining to be executed on other than capital commitment, net of advances, not provided for as at 31 March 2012 aggregate Rs 615.06 (2011 - Rs 184.39)

2. Earnings Per Share

Basic earnings per share is calculated by dividing the net profit for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year.

For the purpose of calculating diluted earnings per share, the weighted average number of shares outstanding are adjusted for the effects of all dilutive potential equity shares from the exercise of options on unissued share capital. The calculations of earnings per share (basic and diluted) are based on the earnings and number of shares as computed below.

3. Segment Information Business segments

The Company is primarily engaged in a single segment business of formulations and is managed as one entity, for its various activities and manufacturing and marketing of pharmaceuticals is governed by a similar set of risks and returns.

Geographical segments

In the view of the management, the Indian and export markets represent geographical segments.

Revenue by market - The following is the distribution of the Company's sale by geographical market:

4. Related Party Disclosures

In accordance with the requirements of Accounting Standard - 18 "Related Party Disclosures", the names of the related parties where control exists and/or with whom transactions have taken place during the year and description of relationships, as identified and certified by the management are as follows:

a) Parties where direct/indirect control exists

i) Subsidiary companies

Glenmark Pharmaceuticals Europe Ltd., U.K.

Glenmark Generics (Europe) Ltd., U.K.

Glenmark Pharmaceuticals S.R.O., Czech Republic

Glenmark Pharmaceuticals SK, s.r.o., Slovak Republic

Glenmark Pharmaceuticals S. A., Switzerland

Glenmark Holding S. A., Switzerland

Glenmark Generics Holding S. A., Switzerland

Glenmark Generics Finance S. A., Switzerland

Glenmark Pharmaceuticals S.R.L., Romania

Glenmark Pharmaceuticals Eood., Bulgaria

Glenmark Distributors SP z.o.o., Poland

Glenmark Pharmaceuticals SP z.o.o., Poland

Glenmark Generics Inc., USA

Glenmark Therapeutics Inc., USA

Glenmark Farmaceutica Ltda., Brazil

Glenmark Generics SA., Argentina

Glenmark Pharmaceuticals Mexico, S.A. DE C.V., Mexico

Glenmark Pharmaceuticals Peru SAC., Peru

Glenmark Pharmaceuticals Colombia Ltda., Colombia

Glenmark Uruguay S.A., Uruguay

Glenmark Pharmaceuticals Venezuela., C.A., Venezuela

Glenmark Dominicana, SRL, Dominican Republic

Glenmark Pharmaceuticals Egypt S.A.E., Egypt

Glenmark Pharmaceuticals FZE., United Arab Emirates

Glenmark Impex L.L.C., Russia

Glenmark Philippines Inc., Philippines

Glenmark Pharmaceuticals (Nigeria) Ltd., Nigeria

Glenmark Pharmaceuticals Malaysia Sdn Bhd., Malaysia

Glenmark Pharmaceuticals (Australia) Pty Ltd., Australia

Glenmark South Africa (Pty) Ltd., South Africa

Glenmark Pharmaceuticals South Africa (Pty) Ltd., South Africa

Glenmark Access Ltd (formerly known as Glenmark Exports Ltd.)

Glenmark Generics Ltd., India

Glenmark Generics B.V., Netherlands

Glenmark Arzneimittel Gmbh., Germany

Glenmark Generics Canada, Inc.

ii) Investment in Joint Venture

Glenmark Pharmaceuticals (Thailand) Co. Ltd., Thailand

iii) Enterprise over which key managerial personnel exercise significant influence

Glenmark Foundation, India

b) Related party relationships where transactions have taken place during the year

Subsidiary Companies / Joint Venture

Glenmark Farmaceutica Ltda., Brazil

Glenmark Philippines Inc., Philippines

Glenmark Pharmaceuticals (Nigeria) Ltd., Nigeria

Glenmark Pharmaceuticals S.A., Switzerland

Glenmark Pharmaceuticals Malaysia Sdn.Bhd., Malaysia

Glenmark Impex L.L.C., Russia

Glenmark Holding S.A., Switzerland

Glenmark Generics Ltd., India

Glenmark Pharmaceuticals Peru SAC., Peru

Glenmark Pharmaceuticals Venezuela., C.A., Venezuela

Glenmark Pharmaceuticals FZE., United Arab Emirates

Glenmark Pharmaceuticals Egypt S.A.E., Egypt

Glenmark Generics SA., Argentina

Glenmark Generics (Europe) Ltd., U.K.

Glenmark Pharmaceuticals Europe Ltd., U.K.

Glenmark Generics Inc., USA

Glenmark Pharmaceuticals s.r.o., Czech Republic

Glenmark Therapeutics Inc., USA

Glenmark Pharmaceuticals (Thailand) Co. Ltd., Thailand

Glenmark Dominicana SA., Dominican Republic

Glenmark Distributor SP z.o.o., Poland

Glenmark Pharmaceuticals SK, s.r.o., Slovak Republic

Glenmark Pharmaceuticals S.R.L., Romania

Enterprise over which key managerial personnel exercise significant influence

Glenmark Foundation, India

c) Key management personnel

Mr. Gracias Saldanha

Mrs. B. E. Saldanha

Mr. Glenn Saldanha

Mrs. Cherylann Pinto

Mr. R. V. Desai (Appointed w.e.f. 09 November 2011)

Mr. A. S. Mohanty (Upto 10 May 2011)

5. Leases

The Company has taken on lease/leave and licence godowns/residential and office premises at various locations in the country.

i) The Company's significant leasing arrangements are in respect of the above godowns and premises (including furniture and fittings therein, as applicable). The aggregate lease rentals payable are charged to Statement of Profit and Loss as Rent.

ii) The Leasing arrangements which are cancellable range between 11 months to 5 years. They are usually renewable by mutual consent on mutually agreeable terms. Under these arrangements, generally refundable interest free deposits have been given. An amount of Rs 99.32 (2011 - Rs 83.35) towards deposit and unadjusted advance rent is recoverable from the lessor.

The Company has entered into operating lease agreements for the rental of its office premises for a period of 3 to 5 years.

6. Taxation

Provision for current taxation for the Company of Rs 554.00 represents Minimum Alternate Tax pursuant to the provisions of Section 115JB of the Income Tax Act, 1961 of India. The Finance Act, 2005 inserted sub-section (1A) to section 115JAA to grant tax credit in respect of MAT paid under Section 115JB of the Act with effect from Assessment Year 2006-07 and carry forward the credit for a period of 10 years. In accordance with the Guidance Note issued on "Accounting for credit available in respect of Minimum Alternative Tax (MAT) under the Income Tax Act 1961" by the Institute of the Chartered Accountants of India, the Company has recognised MAT Credit which is expected to be set-off against the tax liability, other than MAT in future years. Accordingly, an amount of Rs 374.73 for the current year has been recognised as MAT Credit Entitlement in Note 13.

7. Employee Benefits

The disclosures as required as per the revised AS 15 are as under:

1. Brief description of the Plans

The Company has various schemes for long-term benefits such as Provident Fund, Superannuation, Gratuity and Compensated absences. In case of funded schemes, the funds are recognised by the Income tax authorities and administered through appropriate authorities. The Company's defined contribution plans are Superannuation and Employees' Provident Fund and Pension Scheme (under the provisions of the Employees' Provident Funds and Miscellaneous Provisions Act, 1952) since the Company has no further obligation beyond making the contributions. The Company's defined benefit plans include Gratuity and Compensated absences.

8. Prior Year Comparatives

During the year ended 31 March 2012 the revised schedule VI notified under the Companies Act,1956, has become applicable to the Company. The company has reclassified previous year figures to confirm to this year's classification. The adoption of revised schedule VI does not impact recognition and measurement principles followed for preparation of financial statements. However, it significantly impacts presentation and disclosure made in the financial statements.

9. Extracts of Assets and Liabilities as on 31 March 2012 and Income and Expenses for the year ended 31 March 2012 related to the interest of the Company (without elimination of the effect of transactions between the Company and Glenmark Pharmaceuticals (Thailand) Co. Ltd., Thailand) have been extracted from the audited financial statements:


Mar 31, 2011

1. As per the transitional provision given in the notification issued by Ministry of Corporate Affairs dated 31 March 2009, the Company had opted to adjust the exchange difference on long-term foreign currency monetary items. The notification was in effect till 31 March 2011.

In the current year, the Company has amortised the entire balance of exchange differences accumulated in the ‘Foreign currency monetary item translation difference account (‘FCMITDA) and taken effect of such differences to the profit and loss account. Further, in accordance with the provisions of the notification, the exchange differences arising on restatement of long term loans utilised on acquiring capital assets were adjusted to the cost of such assets. The depreciation on such assets has been charged to the Profit and Loss Account.

Accordingly, exchange differences of Rs 289.56 (2010 - Rs 26.37) have been transferred to Profit and Loss Account and Rs 0.56 (2010 - Rs 10.55) have been adjusted to cost of capital assets.

2. CONTINGENT LIABILITIES AND CAPITAL COMMITMENT NOT PROVIDED FOR

31 March 2011 31 March 2010

(a) Bank guarantees 20.28 20.77

Disputed income tax/excise

duty/sales tax 27.37 26.77

Claims against the Company not acknowledged as debts (Refer Note i) 0.15 0.39

Open letters of credit 6.39 5.27

Indemnity bond 260.25 345.37

Call money payable to Glenmark Pharmaceuticals (Thailand ) Co. Ltd.

(16,415 shares @ THB 50 per ordinary share) 1.23 1.15

Corporate guarantee (Refer Note ii) 5,687.13 8,283.01

Corporate guarantee (Refer Note iii) 1,206.36 1,218.78

iii) The Companys subsidiary, Glenmark Generics Inc., U.S.A (GGI) (formerly known as Glenmark Pharmaceuticals Inc., U.S.A. (GPI) on 2 June 2006 has entered into an Agreement with Paul Royalty Fund Holdings II (PRF) pursuant to which, PRF will pay upto USD 27 million to GGI for the development and commercialisation of certain products for the US market. Further, the Company has entered into a Master Services, License, Manufacturing and Supply Agreement with GGI to develop and manufacture the aforesaid products, and also issued a financial guarantee in favour of PRF for an amount not exceeding USD 27 million for the benefits under the said agreement.

(b) Estimated amount of contracts remaining to be executed on capital account, net of advances, not provided for as at 31 March 2011 aggregate Rs 233.78 (2010 – Rs 137.15).

3. EARNINGS PER SHARE

Basic earnings per share is calculated by dividing the net profit for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year.

For the purpose of calculating diluted earnings per share, the weighted average number of shares outstanding are adjusted for the effects of all dilutive potential equity shares from the exercise of options on unissued share capital and on conversion of FCC Bonds.

The calculations of earnings per share (basic and diluted) are based on the earnings and number of shares as computed below.

3. SEGMENT INFORMATION

Business segments

The Company is primarily engaged in a single segment business of formulations and is managed as one entity, for its various activities and manufacturing and marketing of pharmaceutical is governed by a similar set of risks and returns.

Geographical segments

In the view of the management, the Indian and export markets represent geographical segments.

Sales by market – The following is the distribution of the Companys sale by geographical market:

4. RELATED PARTY DISCLOSURES

In accordance with the requirements of Accounting Standard - 18 "Related Party Disclosures", the names of the related parties where control exists and/or with whom transactions have taken place during the year and description of relationships, as identified and certified by the management are as follows:

5. OUTSTANDING DUES TO MICRO, SMALL AND MEDIUM SCALE BUSINESS ENTERPRISES

The Company has not received any information from the "suppliers" regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosures, if any, relating to the amounts as at year end together with interest paid/payable as required under the said Act have not been given.

6. LEASES

The Company has taken on lease/leave and licence godowns/residential and office premises at various locations in the country.

i) The Companys significant leasing arrangements are in respect of the above godowns and premises (including furniture and fittings therein, as applicable). The aggregate lease rentals payable are charged to Profit and Loss Account as Rent.

ii) The Leasing arrangements which are cancellable range between 11 months to 5 years. They are usually renewable by mutual consent on mutually agreeable terms. Under these arrangements, generally refundable interest free deposits have been given. An amount of Rs 83.35 (2010 - Rs 83.91) towards deposit and unadjusted advance rent is recoverable from the lessor.

7. TAXATION

Provision for current taxation for the Company of Rs 674.15 represents Minimum Alternate Tax pursuant to the provisions of Section 115JB of the Income Tax Act, 1961 of India.

The Finance Act, 2005 inserted sub section (1A) to Section 115JAA to grant tax credit in respect of MAT paid under Section 115JB of the Act with effect from Assessment Year 2006-07 and carry forward the credit for a period of 10 years. In accordance with the Guidance Note issued on "Accounting for credit available in respect of Minimum Alternative Tax (MAT) under the Income Tax Act 1961" by the Institute of the Chartered Accountants of India, the Company has recognised MAT Credit which is expected to be set-off against the tax liability, other than MAT in future years. Accordingly, an amount of Rs 286.15 for the current year and has been recognised as MAT Credit Entitlement in Schedule 12 - Loans and Advances.

8. EMPLOYEE BENEFITS

The disclosures as required as per the revised AS 15 are as under:

1. Brief description of the Plans

The Company has various schemes for long-term benefits such as Provident Fund, Superannuation, Gratuity and Leave Encashment. In case of funded schemes, the funds are recognised by the Income tax authorities and administered through appropriate authorities. The Companys defined contribution plans are Superannuation and Employees Provident Fund and Pension Scheme (under the provisions of the Employees Provident Funds and Miscellaneous Provisions Act, 1952) since the Company has no further obligation beyond making the contributions. The Companys defined benefit plans include Gratuity and Leave Encashment.

9. FOREIGN CURRENCY CONVERTIBLE BOND ISSUED

A) The Company had issued 30,000 Zero Coupon Foreign Currency Convertible Bonds of USD 1,000 each, Rs 1,331.70 at issue (value including foreign exchange translation as at 31 March 2010 is Rs 1,354.20) on the following terms:

(i) Convertible at the option of the bondholder at any time on or after 11 November 2007 but prior to the close of business on 29 November 2010 at a fixed exchange rate of Rs 44.94 per 1 USD and the conversion price of Rs 582.60 per share of Rs 1 each.

(ii) Redeemable in whole but not in part at the option of the Company on or after 10 January 2010 if closing price of the share for each of the 25 consecutive trading days immediately prior to the date upon which notice of such redemption is given was at least 130% of the applicable Early Redemption Amount divided by the Conversion Ratio.

(iii) Redeemable on maturity date on 11 January 2011 at 139.729% of its principal amount if not redeemed or converted earlier. The redemption premium of 39.729% payable on maturity of the bond if there is no conversion of the bond to be debited to Securities Premium Account evenly over the period of 5 years from the date of issue of bonds.

During the year, 30,000 FCC Bonds of USD 1,000 each aggregating to USD 30 Million were redeemed on 11 January 2011 on maturity. As of 31 March 2011, Nil FCC Bonds (2010 - 30,000) of USD 1,000 are outstanding.

B) The Company had issued 20,000 Zero Coupon Foreign Currency Convertible Bonds of USD 1,000 each (Rs 873.20 at issue) on the following terms:

(i) Convertible at the option of the bondholder at any time on or after 28 March 2005 but prior to the close of business on 2 January 2010 at a fixed exchange rate of Rs 43.66 per 1 USD and price of Rs 215.60 (Post adjustment for bonus and split) per share of Rs 1 each.

(ii) Redeemable in whole but not in part at the option of the Company on or after 15 February 2008 if closing price of the share for each of the 25 consecutive trading days immediately prior to the date upon which notice of such redemption is given was at least 130% of the applicable Early Redemption Amount divided by the Conversion Ratio.

(iii) Redeemable on maturity date on 16 February 2010 at 133.74% of its principal amount if not redeemed or converted earlier. The redemption premium of 33.74% payable on maturity of the Bond if there is no conversion of the Bond to be debited to Securities Premium Account evenly over the period of 5 years from the date of issue of Bonds.

During the year ended 31 March 2010, 1000 FCC Bonds of USD 1,000 each aggregating to USD 1 Million were redeemed on 16 February 2010 on maturity. As of 31 March 2011, Nil FCC Bonds (2010 - Nil) of USD 1,000 each are outstanding.

C) The Company had issued 50,000 Zero Coupon Foreign Currency Convertible Bonds of USD 1,000 each (Rs 2,183.00 at issue) on the following terms:

(i) Convertible at the option of the bondholder at any time on or after 15 November 2006 but prior to the close of business on 2 January 2010 at a fixed exchange rate of Rs 43.66 per 1 USD and the price of Rs 253.11 (post adjustment for split) per share of Rs 1 each.

(ii) Redeemable in whole but not in part at the option of the Company on or after 15 February 2009 if closing price of the share for each of the 25 consecutive trading days immediately prior to the date upon which notice of such redemption is given was at least 130% of the applicable Early Redemption Amount divided by the Conversion Ratio.

(iii) Redeemable on maturity date on 16 February 2010 at 134.07% of its principal amount if not redeemed or converted earlier. The Redemption Premium of 34.07% payable on maturity of the Bond if there is no conversion of the Bond to be debited to Securities Premium Account evenly over the period of 5 years from the date of issue of Bonds.

During the year ended 31 March 2010, 5000 FCC Bonds of USD 1000 each aggregating to USD 5 Million were redeemed on 16 February 2010 on maturity. As of 31 March 2011, Nil FCC Bonds (2010 - Nil) of USD 1,000 each are outstanding.

10. Extracts of Assets and Liabilities as on 31 March 2011 and Income and Expenses for the year ended 31 March 2011 related to the interest of the Company (without elimination of the effect of transactions between the Company and Glenmark Pharmaceuticals (Thailand) Co. Ltd., Thailand) have been extracted from the audited accounts:

11. PRIOR YEAR COMPARATIVES

The financial statements of the Company for the immediately preceding year were audited and reported by another firm of Chartered Accountants.

Prior years figures have been regrouped or reclassified wherever necessary to confirm to current years classification.


Mar 31, 2010

1. As per the transitional provision given in the notification issued by Ministry of Corporate Af airs dated 31st March, 2009 the Company has opted for the option of adjusting the exchange dif erence on long-term foreign currency monetary items:

i) To the cost of the assets acquired out of this foreign currency monetary item. During the year, Company has decapitalised exchange dif erence amounting to Rs. 105.46 lakhs on restatement of long-term loans used for acquiring the fixed assets.

ii) To the Foreign Currency Monetary Item Translation Dif erence account. During the year, Company has transferred exchange gain of Rs. 2,563.18 lakhs on restatement of long-term loans. Accordingly, Proportionate amount of Rs. 263.66 lakhs is amortised and Depreciation charged of Rs. 17.04 lakhs for the year ended 31st March, 2010. Due to the above profit for the year is lower by Rs. 1,988.50 lakhs (net of tax).

2. CONTINGENT LIABILITIES NOT PROVIDED FOR

Rs. in (000s) 31st March, 2010 31st March, 2009

(a) Bank Guarantees 20,768 21,671

Disputed Income Tax/Excise Duty/Sales Tax 26,765 27,285

Claims against the Company not acknowledged as debts (Refer Note i) 386 380

Open letters of credit 5,274 -

Sundry debtors factored with recourse option (Refer Note ii) 3,500,000 2,800,000

Indemnity Bond 345,366 331,876

Call money payable to Glenmark Pharmaceuticals (Thailand) Co. Ltd. (16,415 shares @ 50 THB per Ordinary Share) 1,149 -

Corporate Guarantee (Refer Note iii) 8,283,012 7,974,112

Corporate Guarantee (Refer Note iv) 1,218,780 1,376,460

iv) The Companys subsidiary, Glenmark Generics Inc., U.S.A. (GGI) [formerly known as Glenmark Pharmaceuticals Inc., U.S.A. (GPI)] on 2nd June, 2006 has entered into an Agreement with Paul Royalty Fund Holdings II (PRF) pursuant to which, PRF will pay upto USD 27 million to GGI for the development and commercialization of certain products for the US market. Further, the Company has entered into a Master Services, License, Manufacturing and Supply Agreement with GGI to develop and manufacture the aforesaid products, and also issued a f nancial guarantee in favour of PRF for an amount not exceeding USD 27 million for the Benefits under the said agreement. b) Estimated amount of contracts remaining to be executed on capital account, net of advances, not provided for as at 31st March, 2010 aggregate Rs. 137,151 (2009 – Rs. 120,170).

3. During the year, the Company subscribed to 71,510,000 equity shares for a consideration of Rs. 7,151,000 (000) in its subsidiary Glenmark Generics Limited for the balance Business sale consideration.

4. EARNINGS PER SHARE

Basic earnings per share is calculated by dividing the net profit for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year.

For the purpose of calculating diluted earnings per share, the weighted average number of shares outstanding are adjusted for the ef ects of all dilutive potential equity shares from the exercise of options on unissued share capital and on conversion of FCC Bonds.

5. SEGMENT INFORMATION Business segments

The Company is primarily engaged in a single segment business of formulations and is managed as one entity, for its various activities and manufacturing and marketing of pharmaceutical is governed by a similar set of risks and returns.

6. RELATED PARTY DISCLOSURES

In accordance with the requirements of Accounting Standard - 18 "Related Party Disclosures", the names of the related parties where control exists and/or with whom transactions have taken place during the year and description of relationships, as identified and certified by the management are as follows:

a) Parties where direct/indirect control exists i) Subsidiary Companies

Glenmark Pharmaceuticals Europe Ltd., U.K.

Glenmark Generics (Europe) Ltd., U.K. [formerly known as Glenmark Pharmaceuticals (Europe) Ltd.] Glenmark Pharmaceuticals S.R.O. (formerly known as Medicamenta A.S., Czech Republic) Glenmark Pharmaceuticals SK, s.r.o., Slovak Republic (Formerly known as Medicamenta SK SRO) Glenmark Pharmaceuticals S.A., Switzerland Glenmark Holding S.A., Switzerland Glenmark Generics Holding S.A., Switzerland Glenmark Generics Finance S. A., Switzerland Glenmark Pharmaceuticals S.R.L., Romania Glenmark Pharmaceuticals Eood., Bulgaria Glenmark Distributor SP z.o.o., Poland Glenmark Pharmaceuticals SP. z.o.o., Poland Glenmark Generics Inc., USA Glenmark Therapeutics Inc., USA Glenmark Farmaceutica Ltda., Brazil Glenmark Generics S.A., Argentina Glenmark Pharmaceuticals Mexico, S.A. DE C.V., Mexico Glenmark Pharmaceuticals Peru SAC., Peru Glenmark Pharmaceuticals Colombia Ltda., Colombia Glenmark Uruguay S.A. (formerly known as Badatur S.A., Uruguay) Glenmark Pharmaceuticals Venezuela., C.A., Venezuela

Glenmark Dominicana SRL, Dominican Republic (formerly known as Glenmark Dominicana S.A.) Glenmark Pharmaceuticals Egypt S.A.E., Egypt Glenmark Pharmaceuticals FZE., U.A.E. Glenmark Impex L.L.C., Russia Glenmark Philippines Inc., Philippines Glenmark Pharmaceuticals (Nigeria) Ltd., Nigeria Glenmark Pharmaceuticals Malaysia Sdn Bhd., Malaysia Glenmark Pharmaceuticals (Australia) Pty Ltd., Australia Glenmark South Africa (Pty.) Ltd., South Africa Glenmark Pharmaceuticals South Africa (Pty.) Ltd., South Africa Glenmark Exports Ltd., India Glenmark Generics Ltd., India ii) Investment in Joint Venture

Glenmark Pharmaceuticals (Thailand) Co. Ltd., Thailand

b) Related party relationships where transactions have taken place during the year Subsidiary Companies

Glenmark Exports Ltd., India Glenmark Farmaceutica Ltda., Brazil

Glenmark Philippines Inc., Philippines Glenmark Pharmaceuticals (Nigeria) Ltd., Nigeria Glenmark Pharmaceuticals S.A., Switzerland Glenmark Pharmaceuticals Malaysia Sdn. Bhd., Malaysia Glenmark Pharmaceuticals (Australia) Pty. Ltd., Australia Glenmark Impex L.L.C., Russia Glenmark Holding S.A., Switzerland Glenmark Generics Ltd., India

Glenmark Pharmaceuticals Venezuela., C.A., Venezuela Glenmark Pharmaceuticals South Africa (Pty.) Ltd., South Africa Glenmark Dominicana SRL, Dominican Republic c) Key management personnel Mr. Gracias Saldanha Mrs. B.E. Saldanha Mr. Glenn Saldanha Mrs. Cheryl Pinto Mr. A.S. Mohanty

7. OUTSTANDING DUES TO MICRO, SMALL AND MEDIUM SCALE BUSINESS ENTITIES

The Company has not received any information from the "suppliers" regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 & hence disclosures, if any, relating to the amounts as at year end together with interest paid/ payable as required under the said Act have not been given.

8. LEASES

The Company has taken on lease/leave and licence godowns/residential & office premises at various locations in the country.

i) The Companys significant leasing arrangements are in respect of the above godowns & premises (including furniture and fittings therein, as applicable). The aggregate lease rentals payable are charged to Profit and Loss Account as Rent.

ii) The Leasing arrangements which are cancellable range between 11 months and 5 years. They are usually renewable by mutual consent on mutually agreeable terms. Under these arrangements, generally refundable interest free deposits have been given.

An amount of Rs. 83,911 (000) [2009 - Rs. 78,559 (000)] towards deposit and unadjusted advance rent is recoverable from the lessor.

9. TAXATION

Provision for current taxation for the Company of Rs. 211,500 (000) represents Minimum Alternate Tax pursuant to the provisions of Section 115JB of the Income Tax Act, 1961 of India.

The Finance Act, 2005 inserted sub-section (1A) to Section 115JAA to grant tax credit in respect of MAT paid under Section 115JB of the Act with effect from Assessment Year 2006-07 and carry forward the credit for a period of 10 years. In accordance with the Guidance Note issued on "Accounting For Credit Available in Respect of Minimum Alternative Tax (MAT) under the Income Tax Act, 1961" by the Institute of the Chartered Accountants of India, the Company has recognised MAT Credit which is expected to be set-off against the tax liability, other than MAT in future years. Accordingly, an amount of Rs. 232,304 (000) for the current year is included as MAT Credit Entitlement in Schedule 12 - Loans and Advances.

10. EMPLOYEE BENEFITS

The disclosures as required as per the revised AS 15 are as under:

1. Brief description of the Plans

The Company has various schemes for long-term benefits such as Provident Fund, Superannuation, Gratuity and Leave Encashment. In case of funded schemes, the funds are recognised by the Income tax authorities and administered through appropriate authorities. The Companys defined contribution plans are Superannuation and Employees Provident Fund and Pension Scheme (under the provisions of the Employees Provident Funds and Miscellaneous Provisions Act, 1952) since the Company has no further obligation beyond making the contributions. The Companys defined benefit plans include Gratuity and Leave Encashment.

11. FOREIGN CURRENCY CONVERTIBLE BOND ISSUED

A) The Company had issued 30,000 Zero Coupon Foreign Currency Convertible Bonds of USD 1,000 each (Rs. 1,331,700 at issue) (i) Convertible at the option of the bondholder at any time on or after 11th November, 2007 but prior to the close of business on 29th November, 2010 at a fixed exchange rate of Rs. 44.94 per 1 USD and the conversion price of Rs. 582.60 per share of Re. 1 each.

(ii) Redeemable in whole but not in part at the option of the Company on or after 10th January, 2010 if closing price of the share for each of the 25 consecutive trading days immediately prior to the date upon which notice of such redemption is given was at least 130% of the applicable Early Redemption Amount divided by the Conversion Ratio.

(iii) Redeemable on maturity date on 11th January, 2011 at 139.729% of its principal amount if not redeemed or converted earlier. The redemption premium of 39.729% payable on maturity of the bond if there is no conversion of the bond to be debited to Securities Premium Account evenly over the period of 5 years from the date of issue of bonds. As of 31st March, 2010, 30,000 FCC bonds (2009-30,000) of USD 1,000 each aggregating to USD 30 million are outstanding.

B) The Company had issued 20,000 Zero Coupon Foreign Currency Convertible Bonds of USD 1,000 each (Rs. 873,200 at issue)

(i) Convertible at the option of the bondholder at any time on or after 28th March, 2005 but prior to the close of business on 2nd January, 2010 at a fixed exchange rate of Rs. 43.66 per 1 USD and price of Rs. 215.60 (Post adjustment for bonus and split) per share of Re. 1 each.

(ii) Redeemable in whole but not in part at the option of the Company on or after 15th February, 2008 if closing price of the Share for each of the 25 consecutive trading days immediately prior to the date upon which notice of such redemption is given was at least 130% of the applicable Early Redemption Amount divided by the Conversion Ratio.

(iii) Redeemable on maturity date on 16th February, 2010 at 133.74% of its principal amount if not redeemed or converted earlier. The redemption premium of 33.74%payable on maturity of the Bond if there is no conversion of the Bond to be debited to Securities Premium Account evenly over the period of 5 years from the date of issue of Bonds. During the year, 1,000 FCC Bonds of USD 1,000 each aggregating to USD 1 Million were redeemed on 16th February, 2010 on maturity. As of 31st March, 2010, NIL FCC Bonds (2009 -1,000) of USD 1,000 each are outstanding.

C) The Company had issued 50,000 Zero Coupon Foreign Currency Convertible Bonds of USD 1,000 each (Rs. 2,183,000 at issue) (i) Convertible at the option of the bondholder at any time on or after 15th November, 2006 but prior to the close of business on 2nd January, 2010 at a fixed exchange rate of Rs. 43.66 per 1 USD and the price of Rs. 253.11 (post adjustment for split) per share of Re. 1 each.

(ii) Redeemable in whole but not in part at the option of the Company on or after 15th February, 2009 if closing price of the share for each of the 25 consecutive trading days immediately prior to the date upon which notice of such redemption is given was at least 130% of the applicable Early Redemption Amount divided by the Conversion Ratio.

(iii) Redeemable on maturity date on 16th February, 2010 at 134.07% of its principal amount if not redeemed or converted earlier. The Redemption Premium of 34.07% payable on maturity of the Bond if there is no conversion of the Bond to be debited to Securities Premium Account evenly over the period of 5 years from the date of issue of Bonds. During the year, 5,000 FCC Bonds of USD 1,000 each aggregating to USD 5 Million were redeemed on 16th February, 2010 on maturity. As of 31st March, 2010, NIL FCC Bonds (2009 - 5,000) of USD 1,000 each are outstanding.

12. PRIOR YEAR COMPARATIVES

Prior years figures have been regrouped or reclassified wherever necessary to confirm to current years classification.

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article

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