Mar 31, 2023
On behalf of the Board of Directors of the Company, it gives me pleasure in presenting the 32nd Boardâs Report, along with the Audited Financial Statements (Consolidated & Standalone) for the financial year ended March 31, 2023.
1) Financial performance
Company has prepared the consolidated and standalone financial statements for the financial year ended March 31, 2023 in accordance with the Indian Accounting Standards (Ind AS) as prescribed under the Companies Act, 2013 (Act).
Key highlights of financial performance of the Company for the financial year ended March 31, 2023 is provided below:
(Figures in |
Million) |
|||||||
Consolidated Basis |
Standalone Basis |
|||||||
Particulars |
FY 2022-23 |
FY 2021-22 |
FY 2022-23 |
FY 2021-22 |
||||
INR |
USD* |
INR |
USD** |
INR |
USD* |
INR |
USD** |
|
1.1 Financial Continuing Operations |
||||||||
Income |
37,787.15 |
459.75 |
32,022.38 |
421.74 |
19,385.62 |
235.86 |
21,024.88 |
276.90 |
Operating Profit (EBITDA) |
5,205.09 |
63.33 |
1,118.82 |
14.73 |
1,825.43 |
22.21 |
2,001.15 |
26.36 |
Net Profit (PAT) |
(2,308.99) |
(28.09) |
(4,742.50) |
(62.46) |
46.82 |
0.57 |
1,801.88 |
23.73 |
Other Equity |
21,219.55 |
258.18 |
22,694.38 |
298.89 |
33,647.48 |
409.39 |
33,168.93 |
436.84 |
Non-Controlling Interest |
(393.75) |
(4.79) |
240.88 |
3.17 |
||||
1.2 Profits |
||||||||
Operating Profit (EBITDA) |
5,205.09 |
63.33 |
1,118.82 |
14.73 |
1,825.43 |
22.21 |
2,001.15 |
26.36 |
Less: |
||||||||
Finance Cost |
2,611.42 |
31.77 |
1,767.44 |
23.28 |
1,386.82 |
16.87 |
742.41 |
9.78 |
Depreciation & Amortisation |
2,432.52 |
29.60 |
2,330.14 |
30.69 |
936.21 |
11.39 |
1,043.66 |
13.75 |
Exceptional Items (Gain)/ Loss |
(170.32) |
(2.07) |
2,438.25 |
32.11 |
150.00 |
1.83 |
- |
- |
Profit Before Tax |
(9.17) |
(0.11) (5,417.01) |
(71.34) |
(647.60) |
(7.88) |
215.08 |
2.83 |
|
Share of Profit/ (Loss) of Joint Ventures and Associates |
(2,852.83) |
(34.71) |
(1,108.12) |
(14.59) |
||||
Profit Before Tax |
(2,862.00) |
(34.82) (6,525.13) |
(85.94) |
(647.60) |
(7.88) |
215.08 |
2.83 |
|
Less: Tax Expenses /(Benefit) |
(553.01) |
(6.73) (1,782.63) |
(23.48) |
(694.42) |
(8.45) |
(1,586.80) |
(20.90) |
|
Profit After Tax |
(2,308.99) |
(28.09) (4,742.50) |
(62.46) |
46.82 |
0.57 |
1,801.88 |
23.73 |
|
Profit/ (Loss) from Discontinued operations |
185.69 |
2.26 |
- |
- |
- |
- |
- |
- |
Total Profit |
(2,123.30) |
(25.83) (4,742.50) |
(62.46) |
46.82 |
0.57 |
1,801.88 |
23.73 |
|
Other Comprehensive Income |
||||||||
Items that will not be reclassified to profit/ (loss) (Net of Tax) |
(568.05) |
(6.91) |
(67.68) |
(0.89) |
51.95 |
0.63 |
(1.63) |
(0.02) |
Items that may be reclassified to profit/ (loss) (Net of Tax) |
647.21 |
7.87 |
557.67 |
7.34 |
(15.80) |
(0.19) |
(38.58) |
(0.51) |
Total Other Comprehensive Income (Net of Tax) |
79.16 |
0.96 |
489.99 |
6.45 |
36.15 |
0.44 |
(40.21) |
(0.53) |
Total Comprehensive Income |
(2,044.14) |
(24.87) (4,252.51) |
(56.01) |
82.97 |
1.01 |
1,761.67 |
23.20 |
Notes:
* 1 USD = 182.19 (Exchange Rate as on March 31, 2023) ** 1 USD = 175.93 (Exchange Rate as on March 31, 2022)
1 Consolidated revenue referred in this section excludes interest income and income from current investments.
2 Gross margin referred in this section excludes cost of materials consumed, purchases of stock-in-trade & changes in inventories of finished goods, work-in-progress and stock-in-trade.
3 EBITDA referred in this section excludes employee benefits expense & other expenses.
During FY 2022-23, your Company delivered a strong performance with sharper focus on growth, profitability and governance.
Consolidated revenue1 of the Company grew by ~20% from 130,946 Million in FY 2021-22 to 137,042 Million in FY 2022-23, aided by significantly improved performance in the Regulated Markets.
Gross margins2 grew by 463 basis points, from 51.50% in FY 2021-22 to 56.10% in FY 2022-23, an absolute increase of 14,850 Million i.e., from 115,923 Million in FY 2021-22 to 120,773 Million in FY 2022-23. Gross margins in Q4 FY 2022-23 stood at 59.50%, inched very close to the Companyâs historical peaks.
Steps taken to improve product-level costs, alternative vendor development for APIs and packaging material, improved efficiency in the production processes and yield loss minimisation has contributed to increased gross margins.
Further, reduction in operating expenses at manufacturing sites, cost of shipping, and overheads also contributed to the rise in EBITDA for FY 2022-23.
Regulated Markets
The Regulated Markets vertical comprising businesses in the US and Other Regulated Markets (ORM), including the UK, the EU, Canada, Australia, and South Africa witnessed a growth of ~36% during the year. The Regulated Markets business contributed 130,950 Million (~84%) to the consolidated revenues of FY 2022-23.
The US market led by new product introductions and solid base performance, generated its highest-ever revenue of 118,447 Million (USD 232 Million) in FY 2022-23, ~58% growth y-o-y as against 111,650 Million (USD 157 Million) reported in FY 2021-22.
Base business witnessed continued growth, as leading products-maintained market share without experiencing significant pricing pressure. Further, the portfolio acquired from Endo Inc. and manufactured at Chestnut Ridge facility also contributed to the annual sales for FY 2022-23.
EBITDA3 for FY 2022-23 stood at 14,460 Million, an increase of 14,418 Million over FY 2021-22 EBITDA. Overall EBITDA margin has improved in FY 2022-23 by 1,190 basis points to 12%.
On the debt position, Company reduced its total gross debt by 12,528 Million from 124,617 Million in FY 2021-22 to 122,089 Million in FY 2022-23, by utilisation of Arrotex proceeds and cash from operations. This reduction was despite increased sales and gross margins of 16,096 Million and 14,850 Million, respectively, significantly improving the net debt to EBITDA ratio. From 8.3x in Q1 FY 2022-23, Net Debt to Q4 FY 2022-23 Annual EBITDA was at 3.4x, nearing the targeted net debt to EBITDA of under 3x.
On compliance front, USFDA reclassified the Puducherry facility after lifting the warning letter issued to the site in June 2019.
Company received Establishment Inspection Reports (EIR) from USFDA confirming successful conclusion of inspections at four of our five USFDA approved manufacturing sites, i.e., Bengaluru, Puducherry, Singapore and Chestnut Ridge (US).
Companyâs reset strategy of concentrating on narrow niche products with limited Indian competition has been reinforced during the year. Consequently, of the ~60 commercialised products, Strides was ranked first in 19 products and second or third in 15 products. These products contributed to more than 75% of the total US revenues.
With the base business tracking to plan and product launches on course, Group has achieved pre-covid levels of revenue and profitability and remains optimistic about its growth in the US.
Focus shall remain on fast-tracking launches from the approved basket of ANDAs (280 ANDAs with 260 approvals), which comprises of acute and chronic products, including domains of controlled substances, hormones and nasal sprays.
Other Regulated Markets (ORM) performed well throughout the year and reported highest revenues of 112,503 Million (USD 157 Million) in
FY 2022-23, a ~12% growth y-o-y as against 111,180 Million (USD 150 Million) reported in FY 2021-22.
Front-End Markets in the United Kingdom and Nordics performed as anticipated, and the B2B markets grew further due to renewed focus on partnered business from the beginning of the year. Growth in this market was primarily driven by presence in key markets and IP led B2B partnerships in Europe, Australia and other regions where actions for expansion were already initiated.
Revenues from synergICE (Companyâs B2B platform for partnership led growth) and the geographic expansion in Latin America, Middle East, North Africa and Asia Pacific initiated at the beginning of FY 2022-23 contributed substantially to revenue growth of the Company.
This business continues to have strong order book visibility with growth trajectory continuing for ORM; and focus on R&D shall bolster the product portfolio for additional growth impetus.
Emerging Markets
Emerging Markets business includes African operations (except South Africa) and Institutional Business (i.e., Access Markets). This business contributed 16,092 Million (~16%) to the consolidated revenues of FY 2022-23.
Branded Africa business maintained its growth trajectory and the performance was bolstered by new product launches and enhanced efficiencies. Business scale up shall continue to be driven by increased market share and broader portfolio in key countries. Focus on efficiency and effectiveness of the field force shall also help to improve operational leverage for this market.
As the new tender off-take for antiretrovirals began, Access Markets returned to its growth in Q4 FY 2022-23. Given the nature of donor-funded purchases, lumpiness in this business is expected to continue. However, long-term growth in Institutional Business will continue to be driven by improved wallet share in the products through cost leadership.
Outlook for FY 2023-24
With further resetting of the existing businesses and accomplishing all the works that commenced at the beginning of the year, Company is building momentum for its businesses in FY 2023-24.
Company is confident of increasing its EBITDA from current levels and intends to achieve net debt to EBITDA ratio of less than 3x.
Key focus shall remain on manufacturing network optimisation, new product launches and market expansion. Company shall also continue to work on various cost improvement programs.
3) Dividend for FY 2022-23
Board of Directors of the Company are pleased to recommend for approval of the Members, a Dividend of 11.50/- per equity share (i.e., 15%) of face value of 110/- each for the financial year ended March 31, 2023.
I n terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), the Dividend Distribution Policy is available on the Companyâs website.
Web link to access the same is provided in Corporate Governance Report (Page 108), which forms part of this Annual Report.
4) Transfer to Reserves
Movement in Reserves and Surplus during the financial year ended March 31, 2023, is provided in the Statement of Changes in Equity included in the Consolidated and Standalone Financial Statements (Refer Note no. 20 and 19, respectively).
5) Corporate Updates
During the year under review, your Company has initiated/ undertaken the following key corporate updates:
(i) Issuance of Equity Warrants to a Promoter Group entity
Pursuant to approval accorded by Shareholders of the Company at the Extraordinary General Meeting held on April 7, 2022, Company allotted 2 Million Equity Warrants on April 26, 2022, on a preferential basis to M/s. Karuna Business Solutions LLP (Karuna), a Promoter Group Company, at a price of1442/- per Equity Warrant.
The said allotment is in compliance with the provisions of the Act, SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and other applicable regulations.
Karuna has a right to apply for and get allotted, within a period of 18 months from the date of allotment of Warrants, in one
or more tranches, One Equity Share of face value of 110/- each for each Warrant held.
Subscription
Karuna has paid 1110.50/- per warrant as initial subscription amount i.e., 25% of the issue price aggregating to 1221 Million during April 2022. Balance 75% of the Warrant price shall be payable by Karuna at the time of conversion into Equity Shares.
Conversion
In September 2022, 452,490 Warrants of Karuna were converted into Equity Shares. As at the date of this report, 1,547,510 Warrants are outstanding.
Utilisation
During FY 2022-23, Company raised ~1371 Million from issuance and conversion of Warrants. The Company has fully utilised the amount towards capital resources and operations.
In terms of Regulation 32 of SEBI Listing Regulations, there was no deviation or variation in the use of proceeds raised through issue of Equity Warrants on a preferential basis, from the object as stated in the explanatory statement to the Notice of Extraordinary General Meeting held on April 7, 2022.
(ii) Raising of funds by way of issuance of Unlisted Non-Convertible Debentures
During July 2022, in order to support working capital needs, Board of Directors of the Company approved issuance and allotment of senior, secured, unrated, unlisted, redeemable, non-convertible debentures (NCDs) of face value of 110,00,000 each aggregating up to 1150 Crores.
Out of the above, as at date of this report, Company has raised 1125 Crores by way of issuance of NCDs.
(iii) Amalgamation of Vivimed Life Sciences Private Limited into the Company
Board of Directors of the Company at their meeting held on February 10, 2022 had approved an updated Scheme of Amalgamation for merger of its wholly owned subsidiary, Vivimed Life Sciences Private Limited (Vivimed) into the Company
pursuant to the provisions of Section 230 to 232 of the Act (Scheme).
Appointed Date for the said Scheme is April 1, 2022, or such other date as the NCLT or such other competent authority may direct in relation to the amalgamation of Vivimed with Strides.
The Scheme is subject to approval of the shareholders and creditors of respective companies and approval of the Honâble National Company Law Tribunal, Mumbai Bench and other statutory/ regulatory approvals, as may be required.
Company expects to initiate merger activities post completion of certain outstanding matters at Vivimed during Q3 FY 2023-24.
(iv) Deconsolidation of Consumer Healthcare Business
During August 2022, in accordance with revised arrangement with the other investor, the Group reduced its voting rights in Consumer Healthcare (CHC) Business from 53.64% to 19%, and also ceded its Board representation at CHC.
Consequently, the Group no longer has any significant influence over the CHC business and is retaining this as a treasury investment.
(v) Deconsolidation of Universal Corporation Limited, Kenya
As part of the âIn Africa for Africaâ strategy, the Group had acquired majority stake (i.e., 51%) in Universal Corporation Limited, Kenya (UCL) during May 2016.
Based on the historical performance of UCL, UCL would have a favourable opportunity to participate and win certain local tenders if it is a Kenyan Company i.e., Kenyan shareholders owning at-least 51% ownership in UCL.
In order to maximise opportunities for UCL, effective September 30, 2022, Group decided to reduce its equity shareholding below majority and also ceded control over the Board of UCL in favour of other existing shareholders.
Pursuant to the above arrangement, UCL has become an Associate Company of Strides effective September 30, 2022. As at date of this report, the Group holds ~48.98% stake in UCL.
6) Board of Directors and Key Managerial Personnel (KMP) of the Company
Company is in compliance with the provisions of the Act and the SEBI Listing Regulations with regard to the composition of the Board.
As at date of this Report, Stridesâ Board comprises of Six Directors viz., Two Executive Directors and Four Independent Directors, details of which are provided below:
# |
Name |
Designation |
Executive Directors |
||
1 |
Arun Kumar |
Executive Chairperson & Managing Director (KMP) |
2 |
Badree Komandur |
Executive Director - Finance & Group CFO (KMP) |
Independent Directors |
||
3 |
S Sridhar |
Independent Director & Chairperson of Audit Committee |
4 |
Bharat Dhirajlal Shah |
Independent Director & Chairperson of Nomination & Remuneration Committee and Stakeholdersâ Relationship Committee |
5 |
Homi Rustam Khusrokhan |
Independent Director & Chairperson of Risk Management Committee |
6 |
Dr. Kausalya Santhanam |
Independent Director & Chairperson of CSR Committee |
Company Secretary |
||
7 |
Manjula Ramamurthy |
Company Secretary (KMP) |
(vi) Update on Stelis Biopharma Limited (Stelis)
Stelis is a biopharmaceutical company headquartered in Bengaluru and an Associate Company of Strides.
As at date, Strides group has invested 16,329.69 Million into Stelis and hold ~ 31.12% stake in the entity.
During FY 2022-23, Strides sought and received Shareholdersâ approval for continuing its support in the form of Corporate Guarantee and/ or Security for the proposed debt restructuring plan of Stelis for an amount not exceeding 17,000 Million. Stelis is discussing with multiple potential lenders for its debt restructuring.
Board of Directors of Stelis have also appointed international advisors to evaluate
Changes in Board of Directors & KMP of the Company during the year and to the date of this report is as under:
(i) Change in Designation: Mr. Arun Kumar (DIN: 00084845), Founder and Non-Executive Chairperson of the Board, was appointed as Executive Chairperson & Managing Director of the Company effective April 7, 2022 for a period of three years. Approval of Shareholders of the Company was received through Postal Ballot on July 6, 2022.
Mr. Arun Kumar is also one of the KMP of the Company effective April 7, 2022.
several strategic options for Stelis. The exercise is nearing completion and an update on the same will be provided in due course.
(vii) Reclassification of certain Promoters/ Promoter Group to Public Shareholding category
During the year, few members of the Promoter/ Promoter Group (group) were reclassified as Public Shareholders pursuant to approval accorded by the Stock Exchanges (NSE & BSE) on February 22, 2023 and March 13, 2023. Shareholdersâ approval for this matter was obtained by way of Postal Ballot on January 14, 2022.
Consequent to the above, Promoter/ Promoter Group stake in the Company as at March 31, 2023 is at 28.27%.
(ii) Re-appointment of Independent Director:
Mr. Homi Rustam Khusrokhan (DIN: 00005085) was re-appointed as an Independent Director of the Company effective May 18, 2022 for a second term of five years. Approval of Shareholders of the Company was received at the Extraordinary General Meeting held on April 7, 2022.
(iii) Resignation of Director: Mr. Deepak Calian Vaidya (DIN: 00337276) who was a Nonexecutive Director of the Company, resigned with effect from the closing business hours of November 14, 2022 owing to his pre-occupation.
Board of Directors of the Company placed on record their appreciation for Deepak for his significant contributions during his 25 years association with Strides and acknowledged that Strides had benefited immensely from his experience and guidance at many junctures.
(iv) Retirement by rotation and re-appointment:
In terms Section 152 of the Act, Mr. Badree Komandur (DIN: 07803242) Executive Director - Finance & Group CFO, retired by rotation and being eligible was reappointed as Director of the Company at the Annual General Meeting held on September 9, 2022.
(v) Re-appointment of Executive Director:
Mr. Badree Komandur (DIN: 07803242) was re-appointed as Whole-time Director designated as Executive Director - Finance & Group Chief Financial Officer of the Company effective May 18, 2023 for a third term of three years. Approval of Shareholders of the Company was received through Postal Ballot on March 22, 2023.
Retirement by Rotation & Re-appointment at the ensuring AGM
I n terms of Section 152 of the Act, proposal for re-appointment of Mr. Arun Kumar, retiring director, as Director of the Company shall be placed before Members of the Company at the ensuing AGM. Your directors recommend his re-appointment on the Board of the Company.
A detailed profile of Mr. Arun Kumar as required under the Act, SEBI Listing Regulations and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India is provided in the explanatory statement to the Notice convening the 32nd AGM of the Company.
Board Committees
Board has constituted sub-committees to focus on specific areas and make informed decisions within the authority delegated to each of the Committees. Each Committee of the Board is guided by its Charter, which defines the scope, powers and composition of the Committee.
Board has constituted the following Statutory Committees:
1) Audit Committee
2) Nomination and Remuneration Committee
3) Stakeholdersâ Relationship Committee
4) Corporate Social Responsibility Committee &
5) Risk Management Committee
Details of meetings of Board and Board Committees held during FY 2022-23 along with information relating to attendance of each director/ committee member is provided in the Corporate Governance Report, which forms part of this Annual Report.
7) Authorised Share Capital
Authorised Share Capital of the Company as at March 31, 2023 is 11,883,700,000/- divided into 188,370,000 equity shares of 110 each.
Issued, Subscribed and Paid-up Share Capital |
|||
Date |
Number of Shares |
Amount |
Remarks |
April 1, 2022 March 31, 2023 |
89,790,214 equity shares of face value 110 each 90,302,704 equity shares of face value of 110 each |
1897,902,140/- 1903,027,040/- |
Includes 60,000 equity shares issued pursuant to exercise of ESOPs during the year; and 452,490 equity shares issued pursuant to conversion of Warrants |
8) Subsidiary, Joint Ventures and Associate Companies
Details of Subsidiaries, Joint Venture and Associate entities as at March 31, 2023 are provided herein below:
Nature of Relationship |
India |
Overseas |
Total |
Subsidiaries |
3 |
29 |
32 |
Joint Ventures |
- |
1 |
1 |
Associates |
3 |
5 |
8 |
Total |
6 |
35 |
41 |
List of Subsidiaries, Joint Venture and Associate entities which have become or ceased to be part of the Group during the year is enclosed as Annexure-1 to this Report.
In accordance with Section 129 (3) of the Act, the Company has prepared a consolidated financial statement.
A statement containing salient features of the financial statements of the Companyâs subsidiaries, joint ventures and associate companies as required in Form AOC 1 is enclosed as Annexure-2 to this Report.
10) Corporate Governance Report
As per SEBI Listing Regulations, Corporate Governance Report along with the Auditorâs Certificate thereon for FY 2022-23 forms part of this Annual Report.
11) Management Discussion and Analysis Report
As per SEBI Listing Regulations, Management Discussion and Analysis Report for FY 2022-23 forms part of this Annual Report.
12) Business Responsibility and Sustainability Report
As per SEBI Listing Regulations, Business Responsibility and Sustainability Report of the Company for FY 2022-23 forms a part of this Annual Report.
13) Employee Stock Option Scheme
Company has one Stock Option Plan viz., Strides Employee Stock Option Plan 2016 (ESOP Plan).
A statement giving detailed information on stock options granted to Employees under the ESOP Plan as required under Section 62 of the Act, read with Rule 12 of Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14
of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is enclosed as Annexure-3 to this Report and is also available at https://www.strides.com/investor-financial.html
Statement containing particulars in terms of Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report and is appended herewith as Annexure-4 to this report.
As per the provisions of Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees is to be provided.
However, in terms of the first proviso to Section 136(1) of the Act, Annual Report, excluding the aforesaid information, is being sent to Shareholders of the Company and others entitled thereto.
The said information is available for inspection up to the date of ensuing AGM. Any Shareholder interested in obtaining a copy thereof, may write to the Company Secretary in this regard.
15) Corporate Social Responsibility (CSR)
Stridesâ CSR initiatives help address socio-economic challenges in the realms of Health and Hygiene, Education, Employability and Disaster Management.
Weblink to access the Stridesâ CSR Policy is provided in Corporate Governance Report (Page 108), which forms part of this Annual Report.
A detailed report on the CSR activities undertaken during FY 2022-23 is enclosed as Annexure-5 to this Report.
16) Loans, Guarantees or Investments
Details of Loans granted, Guarantees given and Investments made during the year under review, covered under the provisions of Section 186 of the Act, are given in Note no. 37 to the standalone financial statements in the Annual Report.
17) Contracts or Arrangements with Related Parties
All contracts/ arrangements/ transactions entered into by the Company during FY 2022-23 with related parties were in ordinary course of business and at armâs length basis. Further, there are no materially significant related party transactions made by the Company which may have potential conflict with the interests of the Company.
Information on transactions with related parties pursuant to section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is enclosed as Annexure-6 to this Report.
All transactions with related parties are disclosed in Note no. 42 to the Standalone Financial Statements in the Annual Report.
Web link to access Stridesâ Policy for Governance of Related Party Transactions is provided in Corporate Governance Report (Page 108), which forms part of this Annual Report.
18) Auditors and Audit Reports Secretarial Audit Report
M/s. Gopalakrishnaraj H H & Associates, Company Secretaries in Practice (Certificate of Practice No: 4152) is the Secretarial Auditor for the Company.
Secretarial Audit for FY 2022-23, inter alia, included audit of compliance with the Act and the Rules made thereunder, SEBI Listing Regulations and applicable Regulations prescribed by SEBI, amongst others.
Secretarial Audit Report does not contain any qualifications, observations or adverse remarks.
The said Report is enclosed as Annexure-7 to this report.
Statutory Auditors
M/s. B S R & Co. LLP, Chartered Accountants (Firm Registration no. 101248W/ W-100022) were re-appointed as Statutory Auditors of the Company at the AGM held on September 9, 2022 for the second term of five (5) years i.e., from the conclusion of the 31st AGM till the conclusion of the 36th AGM of the Company to be held in the year 2027.
Auditorsâ Report given by M/s. B S R & Co. LLP, Chartered Accountants for the financial year ended March 31, 2023, is enclosed along with the financial statements in the Annual Report.
Auditorsâ Report does not contain any qualifications, observations or adverse remarks.
Internal Auditors
M/s. Grant Thornton Bharat LLP (formerly known as Grant Thornton India LLP) (LLPIN: AAA-7677) are the Internal Auditors of the Company.
During the year under review, Internal Auditors were satisfied with the management response on the observations and recommendations made by them during the course of their audit.
Cost Auditors
Pursuant to Section 148(1) of the Act, Company is required to maintain cost records and accordingly such accounts and records are made and maintained.
Pursuant to Section 148(3) of the Act and the Companies (Cost Records and Audit) Rules, 2014, M/s. Rao, Murthy & Associates, Cost Accountants (Firm Registration No.: 000065), were appointed as the Cost Auditors of the Company for FY 2022-23.
19) Internal Financial Controls
Company has in place adequate framework for Internal Financial Controls as required under Section 134(5)(e) of the Act. During the year under review, such controls were tested and no material weaknesses in their design or operations were observed.
20) Risk Management
Company has a risk management framework for identification and management of risks.
In line with the SEBI Listing Regulations, Company has constituted Risk Management Committee (RMC) comprising of members of Board and Senior Management Personnel.
Terms of reference of the Committee and composition thereof including details of meetings held during FY 2022-23 forms part of the Corporate Governance Report, which forms part of this Annual Report.
Additional details relating to Risk Management is provided in the Management Discussion and Analysis Report forming part of this Report.
21) Other Disclosures
a) Nature of Business of the Company
There has been no change in the nature of business of the Company during the year under review.
b) Deposits
Company has not accepted any deposits covered under Chapter V of the Act. Accordingly, no disclosure or reporting is required in respect of details relating to deposits.
c) Vigil Mechanism/ Whistle Blower policy
The Company has a robust vigil mechanism through its Whistle Blower Policy approved and adopted by the Board of Directors of the Company, which is in conformity with the provisions of the Act and SEBI Listing Regulations.
The said Policy provides appropriate avenues to the directors, employees and stakeholders of the Company to make protected disclosures in relation to matters concerning the Company.
The Policy aims to:
⢠allow and encourage stakeholders to bring to the managementâs notice concerns about unethical behaviour;
⢠ensure timely and consistent organisational response;
⢠build and strengthen a culture of transparency and trust; and
⢠provide protection against victimisation.
The said Policy also establishes adequate mechanism to enable employees to report instances of leak or suspected leak of unpublished price sensitive information.
Every director/ employee of the Company has been provided access to the Audit Committee Chairperson/ Whistle Officer through email or correspondence address or by calling designated toll-free number, should they desire to avail the vigil mechanism. During the review period, none of the personnel of the Company has been denied access to the Audit Committee.
Audit Committee of the Company oversees implementation of the Whistle Blower Policy. During the year, Company has not received any protected disclosure.
Web link to access Stridesâ Whistle Blower Policy is provided in Corporate Governance Report (Page 108), which forms part of this Annual Report.
d) Policy on Directors Appointment and Remuneration (Stridesâ Nomination and Remuneration Policy)
Policy of the Company on Directorsâ appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under Section 178 of the Act is available on the Companyâs website.
Web link to access Stridesâ Whistle Blower Policy is provided in Corporate Governance Report (Page 108), which forms part of this Annual Report.
e) Disclosure on compliance with Secretarial Standards
Company complies with all applicable mandatory secretarial standards issued by the Institute of Company Secretaries of India.
f) Reporting of Fraud
No frauds were reported by Auditors of the Company as specified under Section 143 of the Act for the Financial Year ended March 31, 2023.
g) Significant and material orders passed by Regulators or Courts
There were no significant and material orders passed by Regulators/ Courts that would impact the going concern status of the Company and its future operations.
h) Annual Return of the Company
Pursuant to Section 92 of the Act and Rules made thereunder, Annual Returns filed by the Company has been uploaded on the website of the Company and can be accessed at https://www.strides.com/cg-annual-return. html
i) Conservation of Energy, R&D, Technology Absorption and Foreign Exchange Earnings/ Outgo
Details of Energy Conversation, R&D, Technology Absorption and Foreign Exchange Earnings/ Outgo is enclosed as Annexure-8 to this Report.
j) Policy on Prevention of Sexual Harassment at workplace
The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention of Sexual Harassment in line with the requirements of The Sexual Harassment of Women at the workplace (Prevention, Prohibition & Redressal) Act, 2013 (PoSH Act) and Rules framed thereunder. Strides has adopted a gender-neutral policy.
In terms of PoSH Act, Company has constituted Internal Complaints Committee (ICC) to redress complaints received on sexual harassment. Adequate trainings and awareness programmes against sexual harassment are conducted across the organisation.
Disclosure relating to PoSH complaint during the year is provided in the Corporate Governance Report, which forms part of this Annual Report.
k) General
a) During the year, the Company has not made any application under the Insolvency and Bankruptcy Code, 2016. Further, there is no Corporate Insolvency Resolution Process initiated under the IBC Code.
b) During the year, there was no onetime settlement done with the Banks or Financial Institutions. Therefore, the requirement to disclose details of difference between amount of valuation done at the time of one-time settlement and the valuation done, while taking loan from Banks or Financial Institutions along with reasons thereof, is not applicable.
22) Declaration by Independent Directors
In accordance with Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations, each Independent Director has confirmed to the Company that they continue to meet the criteria of independence as laid down in Section 149(6) of the Act and Regulation 16(1)(b) of SEBI Listing Regulations.
In opinion of the Board, Independent Directors of the Company possess necessary expertise, integrity and experience in their respective fields.
Further, all Independent Directors have confirmed that they have registered with the data bank of Independent Directors maintained by Indian Institute of Corporate Affairs in accordance with the provisions of Section 150 of the Act.
23) Board Evaluation
Evaluation of all Directors, Committees, Chairperson of the Board, and the Board as a whole was conducted for the year. Evaluation process has been explained in the Corporate Governance Report, which is part of this Annual Report.
24) Material changes and commitments, if any
There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the Financial Year to which this financial statement relates and the date of this report.
25) Directorsâ Responsibility Statement
Pursuant to the requirement under
Section 134 (3)(c) of the Act with respect to the
Directorsâ Responsibility Statement, Board of
Directors of your Company state that:
(a) in preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
(b) directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;
(c) directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) directors have prepared annual accounts of the Company on a going concern basis;
(e) directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;
(f) directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Your directors would like to take this opportunity to express their sincere gratitude to all employees, customers and suppliers who have contributed to Stridesâ success over the past years. Their hard work, dedication and support have been instrumental in achieving our goals and driving our business forward.
We would also like to thank our shareholders for their continued trust and investment in the Company.
We are committed to build strong relationships with all our stakeholders, and we value their feedback and inputs as we strive to improve and grow our business.
We look forward to your continued support in the years ahead.
For and on behalf of the Board of Directors
Arun Kumar
Executive Chairperson & Date: May 25, 2023 Managing Director
Place: Bengaluru DIN: 00084845
Mar 31, 2018
Boardâs Report
Dear Members,
The Directors have pleasure in presenting the Twenty-Seventh Annual Report together with the Audited Financial Statements for the financial year ended March 31, 2018.
We are also delighted to introduce a new name to the relationship you have cherished with us for long. Strides Shasun Limited is now renamed as Strides Pharma Science Limited effective July 18, 2018.
1. Financial Summary (Consolidated & Standalone)
Rs, in Million
Particulars |
Consolidated Basis FY 2017-18 FY 2016-17 INR USD* INR USD** |
Standalone Basis FY 2017-18 FY 2016-17 INR USD* INR USD** |
||||
1.1 Financial Results |
||||||
Continuing Operations |
||||||
Income |
29,334.35 |
450.19 |
29,165.22 449.66 |
16,258.05 |
249.51 |
15,508.74 239.11 |
Operating Profit (EBIDTA) |
4,906.02 |
75.29 |
6,884.33 106.14 |
3,532.89 |
54.22 |
3,397.75 52.39 |
Net Profit (PAT) |
702.14 |
10.78 |
2,797.10 43.13 |
1,564.48 |
24.01 |
1,519.36 23.43 |
Reserve & Surplus |
23,650.61 |
362.96 |
26,594.00 410.02 |
30,725.16 |
471.53 |
31,431.04 484.60 |
Non-Controlling Interest |
1,546.48 |
23.73 |
1,335.01 20.58 |
|||
1.2 Profits |
||||||
Operating Profit (EBIDTA) |
4,906.02 |
75.29 |
6,884.33 106.14 |
3,532.89 |
54.22 |
3,397.75 52.39 |
Less: |
||||||
Interest |
1,962.43 |
30.12 |
1,831.03 28.23 |
819.70 |
12.58 |
719.64 11.10 |
Depreciation & Amortization |
1,540.35 |
23.64 |
1,261.51 19.45 |
778.05 |
11.94 |
700.06 10.79 |
Exceptional Items |
435.78 |
6.69 |
364.28 5.62 |
293.81 |
4.51 |
151.59 2.34 |
Profit Before Tax |
967.46 |
14.85 |
3,427.51 52.84 |
1,641.33 |
25.19 |
1,826.46 28.16 |
Share of profit / (loss) of joint ventures and associates |
(167.99) |
(2.58) |
3.64 0.06 |
|||
Profit Before Tax |
799.47 |
12.27 |
3,431.15 52.90 |
1,641.33 |
25.19 |
1,826.46 28.16 |
Less: Tax Expenses |
||||||
Current tax expenses |
485.12 |
7.45 |
484.74 7.47 |
373.22 |
5.73 |
124.97 1.93 |
Current tax expenses relating to prior years |
- |
- |
(6.61) (0.10) |
- |
- |
(6.61) (0.10) |
Deferred tax expenses |
(107.03) |
(1.64) |
(3.86) (0.06) |
(15.61) |
(0.24) |
28.96 0.45 |
MAT Credit entitlement |
(280.76) |
(4.31) |
159.78 2.46 |
(280.76) |
(4.31) |
159.78 2.46 |
Profit After Tax |
702.14 |
10.78 |
2,797.10 43.13 |
1,564.48 |
24.01 |
1,519.36 23.43 |
Profit/ (Loss) from Discontinued operations |
6,101.23 |
93.63 |
1,662.37 25.63 |
7,351.43 |
112.82 |
(433.99) (6.69) |
Total Profit |
6,803.37 |
104.41 |
4,459.47 68.76 |
8,915.91 |
136.83 |
1,085.37 16.73 |
Other Comprehensive Income |
||||||
Items that will not be reclassified to profit/ (loss) |
(202.39) |
(3.11) |
(209.46) (3.23) |
(0.87) |
(0.01) |
(94.13) (1.45) |
Items that may be reclassified to profit/ (loss) |
42.12 |
0.65 |
(233.36) (3.60) |
(196.60) |
(3.02) |
130.75 2.02 |
Total Other Comprehensive Income (Net of Tax) |
(160.27) |
(2.46) |
(442.82) (6.83) |
(197.47) |
(3.03) |
36.62 0.56 |
Total Comprehensive income |
6,643.10 |
101.95 |
4,016.65 61.93 |
8,718.44 |
133.80 |
1,121.99 17.30 |
Opening balance of Profit and Loss |
2,184.74 |
33.53 |
(1,362.00) (21.00) |
3,930.01 |
60.31 |
3,276.90 50.52 |
Pursuant to Scheme of Amalgamation |
(7,038.43) |
(108.02) |
- - |
(7,038.43) |
(108.02) |
- - |
Available for appropriation |
1,751.00 |
26.87 |
2,635.49 40.63 |
5,807.49 |
89.13 |
4,362.27 67.26 |
1.3 Appropriations |
||||||
Dividend on Equity Shares |
||||||
Final Dividend |
(402.72) |
(6.18) |
(357.46) (5.49) |
(402.72) |
(6.18) |
(357.46) (5.51) |
Tax on Final Dividend |
(40.50) |
(0.62) |
(74.80) (1.15) |
(75.48) |
(1.16) |
(74.80) (1.15) |
Dividend to non-controlling interest shareholders |
(9.78) |
(0.15) |
(18.49) (0.28) |
|||
Tax on dividend from foreign subsidiaries (to the extent adjusted against final dividend) |
(34.98) |
(0.54) |
- - |
|||
Balance carried to Balance Sheet |
1,263.02 |
19.38 |
2,184.74 33.72 |
5,329.29 |
81.79 |
3,930.01 60.59 |
Note:
* 1 USD = INR 65.16 (Exchange Rate as on March 31, 2018)
** 1 USD = INR 64.86 (Exchange Rate as on March 31, 2017)
Previous year figures have been regrouped/ restated wherever necessary to make them comparable with those of the current year
2. Company''s performance
During the reporting period, your Company recorded an overall subdued performance. While our strategy continues to build momentum, our execution did not match expectation, especially in the second half of FY
2017-18. We faced significant number of challenges primarily in our US partnered venture and the institutional business. During the year under review, we also launched our consumer health division in a difficult market environment. In hindsight, we believe we could have strategised better for improved outcomes. Additionally, we continue to struggle with the gap between our secondary and primary sales in Africa.
Despite several headwinds, our Australia operations reported a successful year. A non-US non-Australia regulated market was a win considering the significant growth that we have achieved, albeit on a low base. We also exited the India brands business that allowed us to pay significant debt and completed several corporate actions on schedule in line with our articulated strategy.
During FY 2017-18, your Company undertook several measures to develop itself as a diversified business-to-customer (B2C) player.
The US continues to be our largest market, but ~65% of our US business is currently partnered. At present, we are working very hard to reduce our dependency on our partners. We recalibrated our strategy for the US market and in FY 2018-19, we will be working towards building the frontend business ourselves. We are also pleased to report that over 50% of the revenues that were partnered have since been brought back to our own fold in terms of value. The US business still continues to be an exciting and profitable venture for a new player like us with our own frontend.
In Australia, our strategy is to bolster our leadership position. During the reporting period, our margins increased owing to operating leverage. We have also announced a transaction involving Apotex recently. We believe that our focus on markets outside the US and Australia have led to early success with some traction visible.
We have been fairly successful with our operations in the UK, parts of Europe and now South Africa. Our IP portfolio in Australia is very valuable but fungible across all other markets. Therefore, we are very focussed on leveraging it across Canada, Europe, the UK and South Africa with minimal regulatory costs. This will allow us to maximise our business in the segment and we are confident that in the next 2 to 3 years, it would emerge as a significant part of our revenue mix.
Our Africa business is shaping very well based on our robust secondary sales and we are tracking ~3x industry growth, which is great in the markets where IMS data is available. Besides, our Africa venture continues to have suboptimal base, offering us the headroom to grow; going forward, we will focus in this space.
Our institutional business had its toughest year due to compressed opportunity in malaria treatment and the margins remained almost negligible vis-a-vis previous years. The long-term contracts for our ARV business suffered significantly due to increase in prices of APIs. However, the increased pricing of APIs is now a very common trend and we expect to recover soon in this segment. We have been very frugal in how we are approaching this business and it still forms a very important part of our under-recovery strategy for manufacturing operations.
During the reporting period, our R&D operations remained effective as we filed 12 ANDAs against a target of 15-20 new product ANDA filings per year. Besides, we filed 5 additional ANDAs in April and May 2018. Our focus remains unwavering in receiving the approvals in 10 months and for that we intend to take a month or two extra to ensure our filing qualities are superior.
We received fairly quick approvals for 14 new products during FY 2017-18 and three additional approvals in April and May 2018. We also secured approval for Ibuprofen Softgel capsule, which is an extremely important product, during this phase.
Going forward, we will stay focussed on building our fortunes in the US market with constant emphasise on niche products or products on which we have complete control. Furthermore, we are confident that our high compliance status across our manufacturing plants will play a key role in this Endeavour.
We have completely rewired your Company with Strides
2.0 that ensures a sharpened focus on productivity and outcomes. We are confident of our course correction strategies and expect all our businesses to bounce back in the next three to four quarters.
A detailed analysis of each of the business verticals of the Company is provided in the Management Discussion and Analysis Report.
3. Corporate Updates
During the year, the Company completed several corporate actions including exiting non-core operations and markets to sharpen its focus on the B2C business and achieve leaner operations.
Corporate Actions undertaken during the year are provided herein below.
Acquisitions & JVs
1) Amneal Pharmaceuticals, Australia
Arrow Pharmaceuticals, a step-down subsidiary of the Company in Australia, acquired 100% stake in Amneal Pharmaceuticals, Australia. Amneal is engaged in the business of selling generic pharmaceutical products in Australia.
The acquisition has enabled improve Arrow''s generics market share thereby expanding its first-
line pharmacies to 1200 stores and provided significant synergy opportunities with 100 molecules being common with Arrow Portfolio.
The transaction achieved closure in September 2017.
2) Controlling stake in Trinity Pharma, South Africa
Strides Pharma Asia, the Company''s wholly owned subsidiary in Singapore, acquired controlling stake in Trinity Pharma (âTrinity"), a company incorporated in South Africa.
Trinity is engaged in the business of supply and distribution of generic pharmaceutical products to pharmaceutical retailers and providing services relating to regulatory and registration of products.
The transaction enabled Strides to establish a presence in the high entry market of South Africa where product dossier approval takes more than
5 years; enabling access to pipeline of more than 110 product dossiers and facilitating ARV launch in private non-tender market in South Africa.
The transaction achieved closure in January 2018.
3) JV between Amneal Pharmaceuticals and Douglas Pharmaceuticals, Australia
Amneal Pharmaceuticals, Australia, a step-down subsidiary of the Company, entered into a Joint Venture arrangement with Douglas Pharmaceuticals Australia Pty Limited, Australia.
Amneal holds approx. 50% stake in the JV Company viz., MyPak Solutions Australia Pty Ltd, Australia (formerly, MyPak Solutions Pty Ltd).
MyPak Solutions is expected to become the leading Dose Administration Aid (DAA) company in the Australian pharmaceutical and aged care industries. DAAs have been designed to assist consumers in the community to better manage their medicines and improve medication compliance.
MyPak will provide the Australian market with an end-to-end industry leading DAA solution and will enable the Company to provide the customers with a complete solution in the DAA market in Australia.
Divestments
4) India Brand Business
As part of the Company''s portfolio reprioritization, the Company exited from the India Brand Business. India Brand Business comprising of a portfolio of 130 brands in the domains of Neurology, Psychiatry, Nutraceuticals, Gastro etc., along with the employees forming part of the said business was sold to Eris Life sciences Limited, India (âEris") for a consideration of ''410 Crore.
As part of the transaction, the Company also divested its stake in Strides Healthcare Private Limited, a subsidiary company which was catering to the Brands Business to Eris for a consideration of ''90 Crore.
The Company retains global rights for the divested portfolio, which have significant sales in Africa and will continue to grow the Company''s emerging market business.
The transaction achieved closure in December 2017.
5) Demerger of the Commodity Active Pharmaceutical Ingredients (API) Business During the year under review, through a composite Scheme of Arrangement between the Company, SeQuent Scientific Limited (âSeQuent") and Solara Active Pharma Sciences Limited (âSolara") and their respective shareholders and creditors under section 230-232 of the Companies Act, 2013, the Company completed the demerger of its Commodity API Business to Solara. Pursuant to the aforesaid Scheme, the Human API business of SeQuent was also demerged to Solara.
Appointed Date and Effective Date for demerger was October 1, 2017 and March 31, 2018, respectively.
The Scheme received nod of the Equity Shareholders of the Company on December 27, 2017 and approval of the National Company Law Tribunal, Mumbai Bench vide its Order dated March 9, 2018.
Consequent to the above, Solara allotted shares to the Equity Shareholders of the Company as at the Record Date, April 9, 2018, as consideration under the Composite Scheme on April 11, 2018. As provided in the Composite Scheme, Solara was listed on the Stock Exchanges (NSE and BSE) on June 27, 2018.
Events Post Balance Sheet Date
6) Strides API Research Centre
On April 20, 2018, the Company entered into Business Purchase Agreement with Solara Active Pharma Sciences Limited, India (Solara) to sell the assets (consisting of Plant & machinery, equipment, computer software and other related capital work in progress) and business conducted by the Company at Strides API Research Centre (SRC) along with the employees for a consideration of Rs,357.28 Million and working capital subject to adjustment and finalization for Rs,8.26 Million.
The Company has classified the assets of the SRC unit as ''Assets Held for Sale'' as on March 31, 2018.
7) Proposed merger of Australian business of Strides and Apotex
The Company and Apotex have agreed in-principle to merge their respective Australian business operations. Currently, Strides is one of the leading generic players in the Australian pharmaceutical market and runs its business under the Arrow brand. Apotex is the leading generic player in the Australian pharmaceutical market and runs its business under the Apotex brand.
The Combination shall enable Strides, through the merged business, to become the leading player in the Australian generic pharmaceutical market by both volume and revenue. The proposed transaction will be EPS accretive from Year 1 through merger synergies. The merged business will have the largest portfolio of owned product IP for the Australian market. Potential synergies will accrue through higher volumes and improved COGS.
Strides'' and Apotex''s business will be run independently under the brands Arrow and Apotex respectively and will continue to enjoy preferred partner relationship with their respective wholesalers. The merged business will continue to be supported by Strides'' and Apotex''s manufacturing facilities and will have approx. 3200 first line pharmacy accounts.
The proposed structure will be arrived through a share swap. The existing hospital business of Apotex will not form part of the merged entity and will be retained by Apotex.
The transaction is subject to entering into definitive agreements between the parties, satisfactory due diligence, customary closing conditions and statutory approvals, including approval of Australian Competition and Consumer Commission.
8) Proposed merger of Arrow Remedies and Fagris Medica into the Company
The Board of Directors of the Company at its meeting held on May 18, 2018 have approved the Scheme of Amalgamation for merger of Arrow Remedies Private Limited and Fagris Medica Private Limited (collectively known as Transferor Companies, which are wholly owned subsidiaries of the Company) into the Company (Transferee Company) in terms of Section 230 to 232 of the Companies Act, 2013.
The Scheme is subject to necessary statutory and regulatory approvals including the approvals of National Company Law Tribunal, the shareholders and creditors of each of the companies.
The appointed date for the said amalgamation is April 1, 2018 or such other date as may be agreed between the Transferor Companies and the Transfree Company and approved by the National Company Law Tribunal.
The Scheme of Amalgamation will enable the Company to consolidate and effectively manage the Transferor Companies and the Company in a single entity, eliminate duplication of operating and administrative expenses and simplify the group structure.
There will not be any change in the shareholding pattern of the Transferee Company pursuant to the Scheme of Amalgamation as both the Transferor Companies are wholly-owned subsidiaries of the Transferee Company.
9) Divestment of Strides Chemicals Private Limited
Pursuant to the approval of the Shareholders of the Company obtained by means of Postal Ballot, the Company proposes to divest its 100% stake in Strides Chemicals to Solara Active Pharma Sciences. The divestment is pursuant to evaluation conducted by the Management and as part of measure to improve and sharpen the focus on the formulations business and profitability of the Company.
As part of the arrangement, Solara has offered the Company long-term development and manufacturing arrangement and a ''Most Favoured Customer'' status for all the DMF''s required for the integrated formulations portfolio of the Company. The divestment will help Strides become leaner, while retaining supply chain security for the formulations portfolio.
The divestment process is expected to completed post receipt of shareholder''s approval for the same by Solara.
4. Board of Directors and Key Managerial Personnel as at the date of this Report Board of Directors of the Company
- Mr. Deepak Vaidya, Non-Executive Director, Chairperson of the Board.
Mr. S Sridhar, Mr. Bharat Shah, Ms. Sangita Reddy and Mr. Homi Khusrokhan -Independent Directors of the Company.
Mr. Arun Kumar, Group CEO and Managing Director
- Mr. Badree Komandur, Executive Director - Finance.
Key Managerial Personnel
Mr. Arun Kumar, Group CEO and Managing Director
- Mr. Badree Komandur, Executive Director - Finance Ms. Manjula Ramamurthy, Company Secretary
Appointment, Re-designation of Director and Retirement by Rotation
1. Mr. Badree Komandur, Executive Director -Finance retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.
2. Appointment of Mr. Arun Kumar as Executive Director of the Company for a period of 3 years.
3. Continuation of Mr. Homi Rustam Khusrokhan as Independent Director of the Company till the completion of his current term i.e upto May 17, 2022.
Number of meetings of the Board
During the year under review, the Board met 6 times. Details of the same are provided in the Corporate Governance Report, which is part of this report.
5. Share Capital
The Authorized Share Capital of the Company as at the date of this report is Rs,1,767,500,000/- divided into 176,750,000 equity shares of Rs,10/- each.
The Issued, Subscribed and Paid-up Share Capital of the Company as at the date of this report is Rs,895,489,130/divided into 89,548,913 equity shares of Rs,10/- each.
There has been an increase in the Paid-up Equity Share Capital of the Company on account of allotment of 125,907 equity shares consequent to exercise of stock options by employees.
6. Dividend
Your Directors are pleased to recommend a Dividend of Rs,2/- (Rupees Two Only) per equity share of face value of Rs,10/- each for the financial year ended March 31, 2018, subject to the approval of the shareholders at the ensuing Annual General Meeting, which is scheduled on September 24, 2018.
The Register of Members and Share Transfer Books will remain closed from September 15, 2018 to September 24, 2018 (both days inclusive) for the purpose of payment of final dividend for the financial year ended March 31, 2018 and the AGM.
Dividend, if approved by shareholders, will be paid within 30 days from the date of declaration of dividend.
In terms of Regulation 43(A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulations"), the Company has adopted a Dividend Distribution Policy. The said Policy is available on the Company''s website and can be accessed at http://www.strides.com/investor-committeboard. html
7. Subsidiary, JVs and Associate Companies
As at March 31, 2018, the Company had 51 subsidiaries (46 overseas and 5 India), 3 Joint Ventures (2 overseas and 1 India), 4 Associate Companies (3 overseas and 1 India).
List of subsidiaries/ JVs/ Associates which have become or ceased to be part of the Company is enclosed as Annexure 1
Accounts of Subsidiaries
I n accordance with Section 129 (3) of the Companies Act, 2013, the Company has prepared a consolidated financial statement of the Company and all its subsidiary companies, which is forming part of the Annual Report. Statement containing salient features of the financial statements of the subsidiary companies/ joint ventures as required in Form AOC 1 is enclosed as Annexure 2 to this Report.
8. Corporate Governance and Management Discussion and Analysis
As per SEBI Listing Regulations, the Corporate Governance Report with the Auditor''s Certificate thereon, and the Management Discussion and Analysis forms part of this report.
9. Employee Stock Option Scheme
The Company has 3 ESOP Schemes viz., Strides Arcolab ESOP 2011, Strides Arcolab ESOP 2015 and Strides Shasun ESOP 2016 Schemes.
Statement giving detailed information on stock options granted to Employees under the Company''s Employee Stock Option Schemes as required under the SEBI Regulation is enclosed as Annexure 3 to this Report.
10. Particulars of Employees
The statement containing particulars in terms of Section 197 (12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report and is appended herewith as Annexure 4 to the Boards'' report.
The statement containing particulars in terms of Section 197(12) of the Companies Act, 2013 read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this report.
Considering the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report, excluding the aforesaid information, is being sent to the members of the Company and others entitled thereto. The said information is available for inspection at the registered office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. Any shareholder interested in obtaining a copy thereof, may write to the Company Secretary in this regard.
11. Corporate Social Responsibility (CSR)
The Company has undertaken âCorporate Social Responsibility (CSR)", initiatives in areas of Health, Education and Employability which are projects in accordance with Schedule VII of the Companies Act, 2013.
A detailed report on CSR activities undertaken during the financial year 2017-18 is enclosed as Annexure 5 to this Report.
12. Loans, Guarantees or Investments
Details of Loans granted, Guarantees given and Investments made during the year under review, covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Note no. 40 to the standalone financial statements in the Annual Report.
13. Contracts or Arrangements with Related Parties
All the transactions with related parties are in the ordinary course of business and at arm''s length basis. Hence disclosure under Form AOC - 2 is not part of this report. Transactions with related parties are disclosed in Note no. 45 to the standalone financial statements in the Annual Report.
The Company has formulated a policy for transacting with Related Parties, which is uploaded on the Company''s website at http://www.strides.com/ investor-committeboard.html
Further, there are no materially significant related party transactions made by the Company which may have potential conflict with the interests of the Company.
14. Auditors and Audit Reports Secretarial Audit Report
M/s. Gopalkrishnaraj HH & Associates, a firm of Company Secretaries in Practice (Certificate of Practice No: 4152) is the Secretarial Auditor for the Company.
The Secretarial Audit for the financial year 201718, inter-alia, included audit of compliance with the Companies Act, 2013, and the Rules made under the Act, SEBI Listing Regulations and applicable Regulations prescribed by SEBI amongst others.
The Secretarial Audit Report is enclosed as Annexure 6 to the Board''s Report. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks.
Statutory Auditors
During the period under review, M/s Deloitte Haskins
& Sells completed their term of appointment and were replaced by M/s B S R & Co. LLP, Chartered Accountants (Firm Registration no. 101248W/ W-100022) as Statutory Auditors of the Company at the 26th AGM held on September 15, 2017.
BSR & Co. LLP, Chartered Accountants holds office for a period of 5 years i.e., till the conclusion of the 31st AGM of the Company to be held in FY 2021-22.
In accordance with Companies (Amendment) Act, 2017 appointment of Statutory Auditors is not required to be ratified at every AGM.
There are no qualifications, observations or adverse remarks in the Audit Report issued by the Statutory Auditors of the Company for financial year ended March 31, 2018.
Internal Auditors
M/s. Grant Thornton India LLP, Chartered Accountants are the Internal Auditors of the Company. The Internal Auditors carry out audit as per the audit plan defined by the Audit Committee and regularly updates the committee on their internal audit findings at the Committee''s meeting.
The Internal Auditors were satisfied with the management response on the observation and recommendations made by them during the course of their audit and have expressed satisfaction with the internal systems, controls and process followed by the Company.
Cost Auditors
M/s. Rao, Murthy & Associates, Cost Accountants has carried out the Cost Audit for the applicable business for the year under review.
The Board of Directors of the Company have appointed M/s. Rao, Murthy & Associates, Cost Accountants, (Firm Registration No.: 000065) as Cost Auditors to audit the cost accounts of the Company for the Financial Year
2018-19.
15. Internal Financial Controls
The Company has in place well defined and adequate framework for Internal Financial Controls (âIFC") as required under Section 134 (5) (e) of the Companies Act, 2013.
During the year under review, such controls were tested and no material weaknesses in their design or operations were observed.
16. Risk Management
The Company has a risk management framework for identification and managing risks. Please refer the âManagement Discussion and Analysis" report forming part of the Annual Report for additional details.
17. Other Disclosures
Nature of Business of the Company
There has been no change in the nature of business of the Company during the year under review.
Deposits
The Company has not accepted any deposits covered under chapter V of the Companies Act, 2013. Accordingly, no disclosure or reporting is required in respect of details relating to deposits.
Whistle Blower Policy
The Company has a Whistle Blower Policy. The Policy provides appropriate avenues to the directors, employees and stakeholders of the Company to make protected disclosures in relation to the matters concerning the Company. Protected Disclosures are appropriately dealt with by the Whistle Officer or the Chairperson of the Audit Committee.
The Policy is also available on the Company''s website and can be accessed at http://www.strides.com/ investor-committeboard.html
Policy on Directors Appointment and Remuneration
The policy of the Company on Directors'' appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under Section 178 of the Companies Act, 2013 is available on the
Company''s website and can be accessed at http:// www.strides.com/investor-committeboard.html
Insurance
The assets/ properties of the Company are adequately insured against loss due to fire, riots, earthquake, terrorism, etc., and against other perils that are considered necessary by the management.
Significant and material orders passed by the Regulators or Courts
There are no significant and material orders passed by the Regulators/ Courts that would impact the going concern status of the Company and its future operations.
Extract of Annual Return
Extract of Annual Return in Form MGT 9 is enclosed as Annexure 7 to the Board''s Report.
Conservation of Energy, R&D, Technology Absorption and Foreign Exchange Earnings/ Outgo
Details of Energy Conversation, R&D, Technology Absorption and Foreign Exchange Earnings/ Outgo are enclosed as Annexure 8 to this Report.
18. Declaration by Independent Directors
I n accordance with Section 149(7) of the Companies Act, 2013, each independent director has confirmed to the Company that he or she meets the criteria of independence as laid down in Section 149 (6) of the Companies Act, 2013 and Regulation 25 of the SEBI Listing Regulations.
19. Board Evaluation
The evaluation of all the directors, committees, Chairperson of the Board, and the Board as a whole was conducted. The evaluation parameters and the process have been explained in the Corporate Governance Report, which is part of this report.
20. Directors'' Responsibility Statement
Pursuant to the requirement under clause (c) of subsection (3) of Section 134 of the Companies Act, 2013 with respect to the Directors'' Responsibility Statement, the Board of Directors of your company state that:
(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;
(c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) the directors have prepared the annual accounts of the Company on a going concern basis;
(e) the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.
(f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
21. Acknowledgement
Your Directors place on record their sincere appreciation for the significant contribution made by the employees through their dedication, hard work and commitment and the trust and confidence reposed on us by the medical profession and trade.
We also acknowledge the support extended to us by the bankers, financial institutions, Government agencies, analysts, shareholders and investors at large.
For and on behalf of the Board of Directors
Date: August 8, 2018 Deepak Vaidya
Place: Bengaluru Chairperson of the Board
Mar 31, 2017
Boardâs Report
Dear Members,
The Directors have pleasure in presenting the Twenty-Sixth Annual Report together with the Audited Financial Statements for the financial year ended 31st March, 2017.
1. Financial Summary (Standalone)
(Figures in Millions)
Year ended |
||||||
March 31, 2017 |
March 31, |
2016 |
||||
Rupees |
US$ 1 |
Rupees |
* $ S c |
|||
1.1 Financial Results |
||||||
Continuing operations |
||||||
Income |
22,859 35 |
352 44 |
23,305 14 |
35172 |
||
Operating Profit (EBIDTA) |
4,579 61 |
70 61 |
3,78745 |
5716 |
||
Net Profit (PAT) |
1,22768 |
18 93 |
1,319 33 |
19 91 |
||
Reserves and Surplus |
31,430 98 |
484 60 |
30,682 81 |
463 07 |
||
1.2 Profits |
||||||
Operating Profit (EBIDTA) |
4,579.61 |
70.61 |
3,78745 |
57.16 |
||
Less Interest |
1,14741 |
17 69 |
1,026 22 |
15 49 |
||
Depreciation & Amortization |
1,266 30 |
19 52 |
1,026 86 |
15 50 |
||
Exceptional items incl AS 30 |
784 58 |
12 10 |
26798 |
4 04 |
||
Profit before tax |
1,381.32 |
21.30 |
1,466.39 |
22.13 |
||
Less Tax Expenses |
||||||
Current tax expenses |
124 97 |
193 |
32712 |
4 94 |
||
Current tax expense relating to prior years |
(6 61) |
(0 10) |
(52 91) |
(0 80) |
||
Deferred tax expenses |
(124 50) |
(192) |
199 97 |
3 02 |
||
MAT credit entitlement |
159 78 |
2 46 |
(32712) |
(4 94) |
||
Profit after tax |
1,22768 |
18.93 |
1,319.33 |
19.91 |
||
Discontinuing operations |
(142 31) |
(2 19) |
(1733) |
(0 26) |
||
Total operations |
1,085.38 |
16.73 |
1,301.99 |
19.65 |
||
Other comprehensive income |
||||||
Items that will not be reclassified to profit or loss |
(94 13) |
(145) |
(3 34) |
(0 05) |
||
Items that may be reclassified to profit or loss |
130 75 |
2 02 |
32 69 |
0 49 |
||
Total Other Comprehensive Income (net of tax) |
36.62 |
0.56 |
29.35 |
0.44 |
||
Total Comprehensive Income for the period |
1,122.00 |
17.30 |
1,331.34 |
20.09 |
||
Opening balance of Profit and Loss |
3,276 90 |
50 52 |
329 61 |
4 97 |
||
Pursuant to the Scheme of Amalgamation |
- |
- |
1,913 54 |
28 88 |
||
Available for appropriation |
4,362.28 |
6726 |
3,545.14 |
53.50 |
||
1.3. Appropriations |
||||||
Depreciation on transition to Schedule II of the Companies Act, 2013 on tangible fixed assets |
- |
- |
(8.07) |
(0.12) |
||
Dividend on Equity Shares |
||||||
Interim Dividend Paid |
- |
- |
(67 22) |
(1 01) |
||
Final Dividend |
(357.46) |
(5.51) |
(178 88) |
(2 70) |
||
Dividend Tax |
||||||
On Interim Dividend |
- |
- |
(14 07) |
(0 21) |
||
On proposed Dividend |
(74 80) |
(115) |
- |
- |
||
Balance carried to Balance Sheet |
3,930.02 |
60.59 |
3,276.90 |
49.46 |
||
Note * 1 US$ = '' 64.86 (Exchange Rate as on March 31, 2017),
* 1 US$ = '' 66.26 (Exchange Rate as on March 31, 2016)
Previous year figures have been regrouped/ restated wherever necessary to make them comparable with those of the current year
2. Business Overview
During the year under review, your Company registered 23% growth in headline revenues on the back of a strong performance in the regulated markets. EBITDA margin expanded 600 bps growing from 17% in Q1 to 23% in Q4, registering sequential growth quarter on quarter.
Performance in the regulated markets was especially gratifying in the face of headwinds being faced by the industry, especially in the US. Your Company is largely unaffected by these factors and infact has increased market share of its key products. In Australia, good progress has been achieved in consolidating our market position as one of the top 3 players, with expanding distribution base and a fuller product portfolio.
As you are aware, the Company is executing its Strides
2.0 strategy, transforming itself into a focused B2C player with a diversified portfolio. Over the past couple of years, your Company has gained scale and size as an integrated, diversified and customer facing Company with a wider international footprint.
During the year, important strategic decisions were taken to execute this strategy. Your Company exited non-strategic business, viz., the CRAMS business and the Africa Generics business. It also stepped away from management control of the biotech business and announced a decision to spin off the commodity API business. This has helped your Company sharpen its focus on building a B2C model under pinned by the highest level of quality compliance, source security of vertical integration, a differentiated R&D pipeline and front end presence in all key markets.
Performance of the Company during the year across various Markets:
Regulated Markets - Driven by North America and Australia
* Revenues stood at '' 17,762 Million, registering 56% growth over the last year.
- The business contributed to 51% of the Group revenue for the period ended March 31, 2017.
* North America delivered steady performance in FY''17 with sequential improvement in market share for key products including Dutasteride, Ergocalciferol, Methoxsalen.
* Pharmaceutical Benefit Scheme (PBS) impact, slower compliance and delay in backward integration impacted the performance during the year.
Emerging Markets
- Revenues stood at '' 6,330 Million, registering 65% growth over the later year.
- The business contribution stood at 18% of Group revenue for the period ended March 31, 2017.
- During the year, the Company exited from the Generic manufacturing business in Africa.
- The branded generics business and Universal Corporation business in Africa delivered a steady performance despite volatile currency environment. Added approx. 50 medical representatives in Africa for the branded business during FY''17.
- FY''18 is to focus on adding new products, expanding distribution network and improving field force productivity in Africa.
- India brands business reported tepid performance due to overall slowdown in the Indian Pharmaceutical Market including the impact of demonetization. Currently witnessing a trend towards lower stocking level in the channel ahead of the GST roll out.
- Focus on leveraging a pan India distribution network across the product portfolio and improving field force productivity.
Institutional Business
- Revenues stood at '' 5,677 Million, a decline of 5% over the previous year.
- The business contributed 16% of Group revenue for the period ended March 31, 2017.
- Decline in institutional business attributed to significantly lower contribution from Anti-Malarial portfolio during Q4 FY''17. While the Company has been able to maintain its market share, the overall funding to the donor programs has seen a decline. The ARV business continues to witness healthy traction.
- R&D focus on developing next generation products in line with evolving treatment regimens.
Pharmaceutical Services & Active Ingredients (PSAI)
- Revenues stood at '' 5,336 Million, a decline of 27% over the previous year.
- The business contributed 15% of Group revenue for the period ended March 31, 2017.
- During the year, significant steps were taken to improve the quality of API business including revamping of API facilities in Puducherry and Cuddalore, rationalization of product mix and focusing on improving the customer base.
- Portfolio rationalization and increased captive consumption for the formulations helped deliver superior margins for the API business during the year.
- Scaled up filings for high entry barrier markets like Japan and Korea.
Pharma R&D
- The R&D set up gained momentum with 9 filings in FY'' 17.
- Significant scale up in R&D investments during FY''
17 to build the future product pipeline.
- R&D spend for FY'' 17 at '' 1,361 Million against '' 757 Million in FY'' 16, up 80 % YoY.
- 32 ANDA filings pending approval from USFDA. Manufacturing Infrastructure
- Four manufacturing facilities - the formulation facilities in Bengaluru and Puducherry, the API facility at Cuddalore and Puducherry, were inspected by the USFDA over the last twelve months and all the facilities were cleared without any observations.
- Singapore formulation facility for regulated markets is expected to go on stream in H2 FY''18.
- Signed definitive agreements with Vivimed Labs Ltd to enter into 50:50 Joint Ventures for its USFDA formulations facility at Alathur, Chennai. The Joint Venture will provide access to additional capacities to the tune of 1.5 billion tablets/ capsules per annum and a strong product pipeline. This Joint Venture will also help in de-risking of manufacturing base.
Corporate Actions
During the year under review, your Company has undertaken the following corporate actions:
Acquisitions and Joint Ventures:
1) Acquisition of Pediacare® from Moberg Pharma, Sweden
Strides Arcolab International Limited, UK (âSAIL UK"), the Company''s wholly owned subsidiary, acquired âPediacare®" brand and marketing rights from Moberg Pharma AB (publ), Sweden, (âMoberg") for a total consideration of USD 5 Million plus inventory at actuals.
Pediacare® is an established cough, cold and allergy brand with annual sales of approx. USD 6 Million. The brand has about 15 Stock Keeping Units (âSKU") and is registered in 32 countries including US and also under the Madrid Protocol. The acquisition strengthens the OTC segment of the Group and the existing brands portfolio acquired from Moberg during the last year. The transaction achieved closure in December 2016.
2) Acquisition of Strides Chemicals Private Limited (formerly known as ''Perrigo API India Private Limited'')
The Company acquired 100% stake in Strides Chemicals Private Limited (âStrides Chemicals"), effective April 6, 2017. Strides Chemicals is a company based out of Ambernath, Maharashtra and has a US FDA approved API manufacturing facility, which will manufacture all strategic APIs primarily used for captive consumption and will augment the Company''s resources to handle high velocity of new product development and commercial launches in the formulations portfolio. The facility has a potential capacity of 600 tons per year and had zero 483s during its last US FDA inspection in the year 2013.
3) Joint Venture with Vivimed Labs Ltd.
The Company has signed definitive agreements with Vivimed Labs to set up two Joint Venture Companies, which are as under:
- The 50:50 Joint Venture Company in India will own the US FDA approved formulation facility in Alathur, Chennai; and
- The 50:50 Joint Venture Company in Singapore will be held through Strides Pharma Global Pte. Limited, Singapore, a step down wholly owned subsidiary of the Company, which will own intellectual property rights, certain approved ANDAs and product line.
The Joint venture will provide access to additional capacities to the tune of 1.5 billion tablets/ capsules per annum and a strong product pipeline. This Joint Venture will also help de-risking of manufacturing base.
4) Joint Venture in Mexico
Strides Pharma Global Pte Limited, Singapore (âSPG"), a step down wholly owned subsidiary of the Company entered into definitive agreements with Mr. Mike Padvaiskas, a Partner in Mexico to set up a joint venture company in Mexico (âMexican Subsidiary") in August 2016, which will focus on branded generics, OTC products and tender business in Mexico and other Latin American territories. SPG shall hold 80% stake in the Mexican Subsidiary and the remaining 20% shall be held by Mr. Mike Padvaiskas.
Divestments/ Hive offs
1) Exit from Probiotic Business
Effective March 31, 2017, the Company exited from the Probiotics Business, which was acquired in December 2015 from Medispan Limited (âMedispan"), through its subsidiary, Strides Biologix Private Limited.
Considering that the business had not been able to achieve the intended strategic objectives and milestones, the Board of Directors of the Company decided to hive off the business.
The business was sold to Higher Pharmatech Private Limited, a Promoter Group entity, for an aggregate consideration of '' 5.75 Crores.
2) Hive-off of Africa Generics Business
Effective March 30, 2017 the Company has hived off the generic pharmaceutical products manufacturing and distribution business in Africa (âAfrica Generics Business") as a Management Buyout to Africure Pharmaceuticals Limited, Mauritius (âAfricure"), a company owned by Mr. Sinhue Noronha, the erstwhile CEO of Africa business.
The Company''s earlier strategy focused on catering the generics business through multiple boutique manufacturing facilities spread across sub Saharan Africa. However, with change in regulatory landscape and growing funding needs for the African markets, the Company decided to hive off the Generics Business in Africa. The said business was conducted through Strides Pharma (Cyprus) Limited, Cyprus (âSPCL"), a second level wholly owned subsidiary of the Company and various African subsidiaries of SPCL. Pursuant to the above transaction:
a) SPCL hived off the said business (including the manufacturing facilities and assets relating to generics business) as a Management Buyout for a total consideration of approx. USD 9.921 Million. The said business was acquired by Africure.
SPCL has agreed to receive the sale consideration for the above transaction in three tranches, the last tranche being March 31, 2018.
The entities which were hived off as part of the above transaction were:
1) Strides Pharma Namibia Pty. Ltd
2) Strides Pharma Cameroon Ltd
3) Strides Vital Nigeria Ltd, excluding the Brand business
4) Strides Pharma Botswana (Pty) Ltd
5) Strides Pharma Mozambique SA
6) Societe De Repartition Pharmaceutique (Sorepharma)
7) African Pharmaceutical Development S.A (APHAD)
8) Congo Pharma SPRL
b) Business sale: Manufacturing Facility situated at Palghar, Mumbai
As part of the Africa Generics Business hive off, the Company also sold the business conducted at the Palghar, manufacturing facility in Mumbai to Africure Pharmaceuticals India Private Limited, India, along with all assets, inventory and employees. The consideration for this transaction was '' 4.55 Crores and the closure of the transaction was effected on March 31, 2017.
c) Share sale to co-promoter in Sudan entity:
As a part of the Africa Generics Business Divestment, SPCL also divested its 51% stake in Pharmacare Laboratories Co Ltd., Sudan (âPharmacare Sudan") to Therapeka Limited, which held the balance 49% stake in Pharmacare Sudan for an aggregate consideration of USD 3.125 Million. The said transaction achieved closure on 31st March 2017, and SPCL has agreed to receive the sale consideration for the said transaction in three tranches, the last tranche being March 31, 2018.
3) Hive off of the Commodity Active Pharmaceutical Ingredients (API) Business
The Board of Directors in their meeting held on March 20, 2017 approved the proposal to demerge the Commodity API Business, into SSL Pharma Sciences Limited (subsequently renamed as ''Solara Active Pharma Sciences Limited'' (âSolara"), a wholly owned subsidiary of the Company.
As part of the Scheme of Demerger, the Human API business of SeQuent Scientific Limited (a promoter owned listed company) is also proposed to be carved-out into Solara, providing critical size to this business.
This combination will catapult Solara to be one of the largest standalone API companies in the country. It will have a portfolio of DMF filings to start with and will be complimented by 5 manufacturing sites (including 3 US FDA approved facilities) having key global regulatory approvals. Solara will also be listed on the Indian Stock Exchanges.
The appointed date for the Scheme of De-merger will be October 1, 2017.
The transaction has been approved by the Board of all the companies that are party to the Scheme and is further subject to approval from respective Shareholders'', Regulators and meeting other customary and/ or statutory closing conditions.
The share entitlement ratio for the Scheme of Demerger is as under:
1) For demerger of Commodity API business: 1 equity share of '' 10/- each of Solara for every 6 fully paid up equity shares of '' 10/- each held in Strides.
2) For demerger of Human API business: 1 equity share of '' 10/- each of Solara for every 25 fully paid up equity shares of '' 2/- each held in Sequent.
4) Capping of Strides Investment in Stelis Biopharma
Stelis Biopharma, which is focused on developing a portfolio of biosimilars, was acquired by the Company in 2012.
The total funding in Stelis, so far, has been USD 32.30 Million, of which the Company has invested USD 22.10 Million and GMS Holdings (âGMS"), a strategic partner, has invested USD 10.20 Million. Consequent to these investments, Company owns a stake of 74.90% and GMS owns 25.10% stake in Stelis.
With the stated intent of the Company to focus on front-end B2C businesses, the Company does not plan to have any further investments in any of its B2B businesses.
Considering the same, after an exhaustive evaluation of various options related to the Biotech business, the Board of Directors of the Company have decided to cap the Company''s investment in Stelis at USD 22.10 Million (already invested by the Company), which was approved by the Shareholders on March 22, 2017.
Consequent to the above, effective March 31, 2017, the Company has capped its investment in Stelis Biopharma at USD 22.10 Million.
2.1 Nature of Business of the Company
There has been no change in the nature of business of the Company during the year under review.
3. Share Capital
The Authorized Share Capital of the Company as at March 31, 2017 was '' 1,767,500,000/- divided into 176,750,000 equity shares of '' 10/- each.
The Issued, Subscribed and Paid-up Share Capital of the Company as at March 31, 2017 was '' 894,230,060/divided into 89,423,006 equity shares of '' 10/- each.
During the period under review, there has been an increase in the Paid-up Equity Share Capital of the Company on account of allotment of 77,028 equity shares consequent to exercise of stock options.
4. Dividend
Your Directors are pleased to recommend a Dividend of '' 4.50/- (Rupees Four and Fifty Paisa Only) per equity share of face value of '' 10/- each for the financial year ended March 31, 2017, subject to the approval of the shareholders at the ensuing Annual General Meeting.
5. Deposits
The Company has not accepted any deposits and as such, no amount on account of principal or interest related thereto was outstanding as on the date of the Balance Sheet i.e., March 31, 2017.
6. Subsidiary, JVs and Associate Companies
As at March 31, 2017, the Company had 40 subsidiaries overseas and 7 subsidiaries in India and 4 overseas Joint Ventures and 3 Associate Companies in India. List of subsidiaries/ JVs/ Associates which have become or ceased to be part of the Company is enclosed as Annexure 1.
Accounts of Subsidiaries
In accordance with Section 129 (3) of the Companies Act, 2013, the Company has prepared a consolidated financial statement of the Company and all its subsidiary companies, which is forming part of the Annual Report. Statement containing salient features of the financial statements of the subsidiary companies/ joint venture as required in Form AOC 1 is enclosed as Annexure 2 to this Report.
7. Corporate Governance
The Company has complied with all the mandatory requirements of Corporate Governance as stipulated in Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. As required by the said regulation, a separate ''Report on Corporate Governance'' forms part of the Annual Report of the Company. A certificate from the Statutory Auditors of the Company regarding compliance with the conditions of Corporate Governance also forms part of this Report.
8. Management Discussion and Analysis
Pursuant to Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ''Management Discussion and Analysis'' is given separately and forms part of this Report.
9. Employee Stock Option Scheme
The Company has 3 ESOP Schemes viz., Strides Arcolab eSoP 2011, Strides Arcolab ESOP 2015 and Strides Shasun ESOP 2016 Schemes.
Statement giving detailed information on stock options granted to Employees under the Company''s Employee Stock Option Schemes as required under the SEBI Regulation is enclosed as Annexure 3 to this Report.
10. Board of Directors & Key Managerial Personnel
The Company has completed several organic and inorganic strategies to put in place pivots for future growth. To guide the management team in rolling out the future strategies predominantly directed towards B2C businesses, the Board was reconstituted as under, effective May 18, 2017:
1. Mr. Arun Kumar, Founder and Executive Vice Chairman moved to a Non-Executive position and as Chairman of the Board. He will continue to provide strategic inputs to the management;
2. Mr. Homi Rustam Khusrokhan was appointed as Independent Director;
3. Mr. Shashank Sinha, Group CEO of the Company was appointed as Managing Director;
4. Mr. Badree Komandur, Group CFO of the Company was appointed as Executive Director; and
5. After long and distinguished association with the Company Mr. M.R. Umarji, Non-Executive Director, Mr. P.M. Thampi and Mr. A. K Nair, Independent Directors of the Company, Mr. Abhaya Kumar, Promoter and Executive Director of the Company relinquished their Board positions.
Post the above reconstitution, the Board Composition effective May 18, 2017 is as under:
# |
Name of the Director |
Designation |
1 |
Arun Kumar |
Non-Executive Director & Chairman of the Board |
2 |
Deepak Vaidya |
Non-Executive Director |
3 |
Sridhar S |
Independent Director |
4 |
Bharat Shah |
Independent Director |
5 |
Sangita Reddy |
Independent Director |
6 |
Homi Rustam Khusrokhan |
Independent Director |
7 |
Shashank Sinha |
Managing Director |
8 |
Badree Komandur |
Executive Director |
Appointments/ Inductions
a) Mr. Homi Rustam Khusrokhan has been appointed as an Independent Director (Additional Director) of the Company effective from May 18, 2017, who shall hold office till the conclusion of the ensuing Annual General Meeting of the Company.
Your directors recommend his appointment as an Independent Director of the Company for a period of five consecutive years effective from May 18, 2017, not liable to retire by rotation.
b) Mr. Shashank Sinha has been appointed as Managing Director (Additional Director) of the Company effective from May 18, 2017, who shall hold office until the date of the ensuing Annual General Meeting of the Company.
Your Directors recommend his appointment as Managing Director of the Company for a period of 3 years with effect from May 18, 2017, liable to retire by rotation.
c) Mr. Badree Komandur has been appointed as an Executive Director (Additional Director) of the Company effective from May 18, 2017, who shall hold the office until the date of the ensuing Annual General Meeting of the Company.
Your Directors recommend his appointment as an Executive Director of the Company for a period of 3 years with effect from May 18, 2017, liable to retire by rotation.
The Company has received requisite notices together with necessary deposits from the member proposing the election of Mr. Homi Rustam Khusrokhan, Mr. Shashank Sinha and Mr. Badree Komandur as Directors of the Company pursuant to Section 160 of the Companies Act, 2013.
Resignations
a) Mr. Abhaya Kumar resigned as Executive Director/ Whole-time Director of the Company with effect from May 18, 2017.
b) Mr. P. M Thampi and Mr. A K Nair resigned as an Independent Directors of the Company with effect from May 18, 2017.
c) Mr. M. R Umarji resigned as Non-Executive Director of the Company with effect from May 18, 2017.
The Board places on record its appreciation for the services rendered by each Directors during their tenure with the Company.
Board Composition
The Board comprises of adequate number of Executive and Non-Executive Directors as required under the Companies Act, 2013 read with Rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and represents an optimal mix of professionalism, knowledge and experience.
Pursuant to Board reconstitution, as on date of this Report, the Board comprised of 8 Directors comprising of 2 Executive Directors, 4 Independent Directors and 2 Non-Executive Directors. Chairman of the Board is Non-Executive.
The details of each members of the Board as on the date of this report forms part of Corporate Governance Report.
Retirement by Rotation
Mr. Deepak Vaidya, Non-Executive Director retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. Your Directors recommend his re-appointment to the Board.
Declaration by Independent Directors
The Company has received necessary declaration from each of the Independent Director that he/ she meets the criteria of independence as laid down in Section 149 (6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Meetings of the Board
During the year under review, the Board met 7 times. These meetings were held on May 16, 2016, August 17, 2016, October 28, 2016, November 7, 2016, December 15, 2016, February 3, 2017 and March 20, 2017. For further details, please refer to the Corporate Governance Report, which forms part of this Report.
Policy on Directors Appointment and Remuneration
The Directors of the Company are appointed by shareholders at the General Meetings.
As regards the appointment and tenure of Independent Directors, the Company has adopted the provisions of the Companies Act, 2013 read with Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Company''s Remuneration Policy for Directors, Key Managerial Personnel and Senior Management is enclosed as Annexure 4.
Board Evaluation
As stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Companies Act,
2013, and Schedule IV of the Companies Act, 2013, the evaluation of the Board as a whole and all directors was conducted based on identified criteria and framework.
The performance evaluation of the Chairman, Managing Director and the Non-Independent Directors were carried out by the Independent Directors and the performance evaluation of the Independent Directors was carried out by the entire Board excluding the director being evaluated.
Performance evaluation criteria for each category of the Directors is part of the Board Evaluation Policy.
Key Managerial Personnel''s (KMPs)
As at March 31, 2017, the following were the KMP''s of the Company:
- Mr. Arun Kumar, Managing Director
* Mr. Abhaya Kumar, Executive Director
- Mr. Shashank Sinha, Group CEO
- Mr. Badree Komandur, Group CFO & CS
- Ms. Manjula Ramamurthy, Company Secretary (Appointed w.e.f February 3, 2017)
Consequent to the Board Reconstitution of the Company effective May 18, 2017, KMPs of the Company as on the date of this report are as under:
- Mr. Shashank Sinha, Managing Director;
- Mr. Badree Komandur, Executive Director; and
- Ms. Manjula Ramamurthy, Company Secretary
11. Particulars of Employees
The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is enclosed as Annexure 5, forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Companies Act, 2013, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.
12. Corporate Social Responsibility (CSR)
The Company has undertaken âCorporate Social Responsibility (CSR)", initiatives in areas of Health, Education and Employability which are projects in accordance with Schedule VII of the Companies Act, 2013.
A detailed Annual Report on CSR activities undertaken during the financial year 2016-17 is enclosed as Annexure 6 to this Report.
13. Whistle Blower Policy
The Company has a Whistle Blower Policy in place as part of its vigil mechanism. The Policy provides appropriate avenues to the directors, employees and stakeholders of the Company to make protected disclosures in relations to the matters concerning the Company. Protected Disclosure are appropriately dealt with by the Whistle Officer or the Chairman of the Audit Committee.
The Policy is also available on the Company''s website at www.stridesarco.com
14. Insurance
The assets/ properties of the Company are adequately insured against loss due to fire, riots, earthquake, terrorism, etc., and against other perils that are considered necessary by the management.
15. Adequacy of Internal Financial Controls
The Company has designed and implemented a framework for Internal Financial Controls (âIFC") as required under Section 134 (5) (e) of the Companies Act, 2013.
For the Year ended March 31, 2017, the Board believes that the Company has sound IFC commensurate with the nature and size of its business operations; wherein controls are in place and operating effectively and no material weaknesses exist.
The Company has a process in place to continuously monitor the existing controls and identify gaps, if any, and implement new/ improved controls.
16. Risk Management
The Company has a risk management framework for identification and managing risks. Please refer the ''Management Discussion and Analysis'''' report forming part of the Annual Report for additional details.
17. Loans, Guarantees or Investments
Particulars of investments made, loans given and guarantees covered under the provisions of Section 186 of the Companies Act, 2013 are provided in Note no. (45) to the Standalone Financial Statements in the Annual Report.
18. Contracts or Arrangements with Related Parties
All the transactions with related parties are in the ordinary course of business and at arm''s length basis. Hence disclosure under Form AOC - 2 is not part of this report. However, transactions with related parties are disclosed in Note no. (45) to the Standalone Financial Statements in the Annual Report.
The Company has formulated a policy for transacting with Related Parties, which is uploaded on the website of the Company.
Further, there are no materially significant related party transactions with its promoters, the directors or the management, their subsidiaries or relatives etc. that may have potential conflict with the interests of the Company at large.
19. Significant and material orders passed by the Regulators or Courts
There are no significant and material orders passed by the Regulators/ Courts that would impact the going concern status of the Company and its future operations.
20. Extract of Annual Return
Extract of Annual Return in Form MGT 9 is enclosed as Annexure 7 to the Board''s Report.
21. Conservation of Energy, R&D, Technology Absorption and Foreign Exchange Earnings/ Outgo
Details of Energy Conversation, R&D, Technology Absorption and Foreign Exchange Earnings/ Outgo are enclosed as Annexure 8 to this Report.
22. Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Company has appointed M/s Gopalkrishnaraj HH & Associates, a firm of Company Secretaries in Practice (Certificate of Practice No: 4152) to undertake the Secretarial Audit. The Secretarial Audit Report is enclosed as Annexure 9 to the Board''s Report. There are no qualifications, observations or adverse remarks in the Secretarial Audit Report.
23. Audit Report
There are no qualifications, observations or adverse remarks in the Audit Report issued by the Statutory Auditors of the Company for financial year ended March 31, 2017.
24. Statutory Auditors
In terms of the provisions of Section 139 of the Companies Act, 2013, a listed company shall appoint/ re-appoint an Audit Firm as Statutory Auditor for not more than two terms of 5 consecutive years. At the time of giving effect to the above Section, a transition period of 3 years was granted for the Company and the Audit Firms to comply with these provisions.
M/s. Deloittee Haskins & Sells, Chartered Accountants (âDeloitte") are associated with the Company for about
18 years. In line with the above provisions, Deloitte were appointed as Statutory Auditor for a period of 3 years from FY'' 2014-15. Deloitte is due for retirement at the ensuing AGM of the Company.
The Board of Directors of the Company had recommended the appointment of M/s B S R & Co. LLP, Chartered Accountants (Firm Registration no. 101248W/ W-100022), Chartered Accountants as Statutory Auditors of the Company for a period of 5 years from the conclusion of the 26th AGM till the conclusion of the 31st AGM of the Company to be held in the Financial Year 2021-22, subject to ratification of appointment at every AGM of the Company.
25. Cost Auditors
The Board of Directors of the Company has appointed M/s. Rao, Murthy & Associates, Cost Accountants, (Firm Registration No.: 000065) as Cost Auditors to audit the cost accounts of the Company for the Financial Year 2016-17.
26. Directors'' Responsibility Statement
Pursuant to the requirement under clause (c) of subsection (3) of Section 134 of the Companies Act, 2013 with respect to the Directors'' Responsibility Statement, the Board of Directors of your company state that:
(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;
(c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) the directors have prepared the annual accounts of the Company on a going concern basis;
(e) the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.
(f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
27. Acknowledgement
Your Directors place on record their sincere appreciation for the significant contribution made by the employees through their dedication, hard work and commitment and the trust and confidence reposed on us by the medical profession and trade.
We also acknowledge the support extended to us by the bankers, financial institutions, Government agencies, analysts, shareholders and investors at large.
For and on behalf of the Board of Directors
Date: August 11, 2017 Shashank Sinha Arun Kumar
Place: Bengaluru Managing Director Chairman
Mar 31, 2015
Dear Members,
The Company's directors are pleased to present the Twenty-Fourth
Annual Report together with audited financial statements for the
financial year ended March 31, 2015.
1. FINANCIAL SUMMARY (STANDALONE)
Figures in Millions
Year ended
March 31, 2015
(12 Months Period)
Rupees USD *
1.1 Financial Results
Income 10,295.94 164.74
Operating Profit (EBIDTA) 2,340.96 37.46
Net Profit (PAT) / (Loss) 5,323.19 85.17
Reserves and Surplus 14,148.07 226.37
1.2 Profits
Operating Profit (EBIDTA) 2,340.96 37.46
Less : Interest 344.23 5.51
Depreciation & Amortization 492.54 7.88
Exceptional items (Gain)/Loss (5,186.14) (82.98)
Profit before tax 6,690.33 107.05
Less: Provision for Tax
Current tax expenses 1,425.72 22.81
Current tax expense relating to prior
years (11.87) (0.19)
Deferred tax expenses (46.71) (0.75)
MAT credit entitlement - -
Profit / (Loss) after tax 5,323.19 85.17
Opening balance of Profit and Loss 1,085.82 17.37
Add: Transferred from General reserve 560.72 8.97
Available for appropriation 6,969.73 111.52
1.3 Appropriations
Depreciation on transition to Schedule
II of the Companies Act, (28.79) (0.46)
2013 on tangible fixed assets
Dividend on Equity Shares:
Interim Dividend Paid (6,254.39) (100.07)
Proposed Dividend (178.85) (2.86)
Dividend Tax:
On Interim Dividend (460.44) (7.37)
On proposed Dividend - -
Transfer to General Reserve - -
Balance carried to Balance Sheet 47.26 0.76
Figures in Millions
Year ended
March 31, 2015 March 31, 2014
(12 Months Period) (15 Months Period)
Rupees USD * RupeesUSD *
1.1 Financial Results
Income 11,847.81 198.39
Operating Profit (EBIDTA) 2,693.84 45.11
Net Profit (PAT) / (Loss) 35,129.25 588.23
Reserves and Surplus 15,713.55 263.12
1.2 Profits
Operating Profit (EBIDTA) 2,693.84 45.11
Less : Interest 1,050.31 17.59
Depreciation & Amortization 472.49 7.91
Exceptional items (Gain)/Loss (44,948.42) (752.65)
Profit before tax 46,119.46 772.26
Less: Provision for Tax
Current tax expenses 11,092.44 185.74
Current tax expense relating to
prior years (35.00) (0.59)
Deferred tax expenses 43.90 0.74
MAT credit entitlement (111.13) (1.86)
Profit / (Loss) after tax 35,129.25 588.23
Opening balance of Profit and Loss 2,363.70 39.58
Add: Transferred from General reserve - -
Available for appropriation 37,492.95 627.81
1.3 Appropriations
Depreciation on transition to Schedule
II of the Companies Act, - -
2013 on tangible fixed assets
Dividend on Equity Shares:
Interim Dividend Paid (29,783.30) (498.72)
Proposed Dividend (297.83) (4.99)
Dividend Tax:
On Interim Dividend (2,762.46) (46.26)
On proposed Dividend (50.62) (0.85)
Transfer to General Reserve (3,512.92) (58.82)
Balance carried to Balance Sheet 1,085.82 18.18
Note * 1 US$ = Rs. 62.50 (Exchange Rate as on March 31, 2015)
* 1 US$ = Rs. 59.72 (Exchange Rate as on March 31, 2014)
Previous year figures have been regrouped/ restated wherever necessary
to make them comparable with those of the current year.
2. BUSINESS OVERVIEW
Financial year 2014-15 was a eventful year for the Company. The quality
of the business improved with enhanced topline and bottom-line.
Regulated Market Business
* Contributed 35% of group revenue for the period ended March 31, 2015
* Revenues stood at Rs. 4,255 Million, grew by 7% over last year
* Completed first full year of front end operations in North America
* Successfully launched 5 new products in the US - Calcitriol,
Buspirone, Tacrolimus, Imiquimod Cream and Methoxsalen
* Vancomycin maintained a consistent market share
* Strong R&D capabilities with consistent product pipeline.
Emerging Market Business
* Contributed 33% of group revenue for the period ended March 31, 2015
* Revenues at Rs. 4,070 Million, growth of 41% over last year, despite
adverse currency volatilities
* The Renerve brand clocked global Revenues of Rs. 750 Million
Africa
* Registered strong performance in French Africa through significant
investments in sales force and newly commissioned manufacturing
facilities
* Initiated E-detailing through iPads to doctors in Africa, one of the
very few companies to do so in Africa
* Continued pipeline, registration and launches - Renerve achieved
volume growth * Entered into new countries - Angola and Namibia
India
* Indian brand business crossed the Rs. 1 billion revenue
* ReNerve maintained the market leader position in South India.
* Acquired the global rights of Raricap strengthening the women's
health portfolio * Integrated the field force of Raricap business,
leading to pan-India presence
Institutional Business
* Contributed 32% of group revenue for the period ended March 31, 2015
* Revenues stood at Rs. 3,865 Million, growth of 16% over last year
* Growth driven by first full year of Anti-Malarial business despite
delay in orders due to change in procurement mechanism
* Entered into an agreement with Gilead Sciences, Inc. to bring generic
Sofosbuvir(Sovaldi®) and Harvoni to 91 developing countries and
expanded to include Investigational Pan-Genotypic Agent
* Entered into an Agreement with Gilead Sciences, Inc. to manufacture
and distribute TenofovirAlafenamide(TAF) based HIV treatments in 112
developing countries
* Collaborated with Medicines for Malaria Venture (MMV) for the
development of rectal artesunate for pre-referral treatment of children
with severe malaria
Bio Generics
* Biotech business has been branded as 'Stelis Biopharma'. We commenced
R&D activities in its new center in Bengaluru with two products have
reached the Animal Toxicity Study stage.
Corporate Actions
* During the year under review, the Board of Directors and the
Shareholders of the Company and Shasun Pharmaceuticals Limited
('Shasun') approved a Scheme of Amalgamation between the two companies.
The combination will create a vertically integrated pharma company of
scale with strong presence in Front-ended Regulated Markets Finished
Dosages, Emerging Markets Branded Generics, Institutional Business,
Active Pharmaceutical Ingredients and Contract Research and
Manufacturing Services.
* In May 2015, the Company announced that Strides Pharma Global Pte.
Ltd, Singapore and Strides (Australia) Pharma Pty Ltd, Australia, both
wholly owned subsidiaries of the Company signed definitive agreements
with certain wholly owned subsidiaries of Aspen Pharmacare Holdings
Limited, a company listed on the Johannesburg Stock Exchange (Aspen),
to acquire a generic pharmaceutical business in Australia together with
The business and assets being acquired from Aspen have a current
prescription market share that will rank Strides and its group entities
as one of the top 3 generic pharmaceutical suppliers in Australia and
among the top 10 pharmaceutical companies in the Australian pharma
market.
* The company entered into an arrangement with GMS Holdings, a
privately owned investment company, based in Jordan, for an investment
of USD 21.90 Million for a 25.1% stake in Stelis Biopharma to fund its
Greenfield Project subject to obtaining requisite regulatory approvals.
3. SHARE CAPITAL
The Authorized share capital of the Company as at March 31, 2015 is Rs.
1,517,500,000 divided into 89,750,000 equity shares of Rs. 10/- each
and 620,000 Cumulative Redeemable Preference shares of Rs. 1,000/-
each.
The Issued, Subscribed and Paid-Up Capital of the Company as at March
31, 2015 is Rs. 596,156,210 divided into 59,615,621 equity shares of
Rs. 10/- each.
During the year there has been an increase in the equity Paid-Up
Capital of the Company on account of allotment of 50,000 equity shares
consequent to exercise of stock options.
4. DIVIDENDS
Your Directors are pleased to recommend a Final Dividend of Rs. 3
(Three) per equity share of face value Rs. 10/- each for the year ended
March 31, 2015.
During the year under review, a Special Dividend of Rs. 105 (One
hundred five) per equity share of face value Rs. 10/- each was declared
by the Board of Directors of the Company on October 7, 2014 and paid to
shareholders as on record date of October 17, 2014.
The total dividend for the financial year, including the proposed Final
Dividend, amounts to Rs. 108 per equity share and will absorb Rs.
6,893.68 Million of reserves, including Dividend Distribution Tax of
Rs. 460.44 Million.
5. DEPOSITS
The Company has not accepted any deposits and accordingly no amount is
outstanding as on the balance sheet date.
6. SUBSIDIARY COMPANIES
As at March 31, 2015, the Company had 24 subsidiaries overseas and 4
subsidiaries in India and 1 Joint Venture entity overseas.
During the year under review:
a) Fagris Medica Private Limited, India and Altima Innovation Inc, USA
became subsidiaries of the Company;
b) Stelis Biopharma Private Limited, India merged with Inbiopro
Solutions Private Limited, India; and
c) Plus Farma ehf, Iceland, Strides Australia Pty Ltd, Australia and
Strides S.A Pharmaceuticals Pty Ltd., South Africa were wound up.
Accounts of Subsidiaries
In accordance with Section 129(3) of the Companies Act, 2013, the
Company has prepared a consolidated financial statement of the Company
and all its subsidiary companies, which is forming part of the Annual
Report. Statement containing salient features of the financial
statements of the subsidiary companies/ joint venture as required in
Form AOC 1 is enclosed as Annexure 1 to this Report.
7. CORPORATE GOVERNANCE
The Company has complied with all the mandatory requirements of
Corporate Governance specified by the Securities & Exchange Board of
India through clause 49 of the Listing Agreement. As required by the
said clause, a separate "Report on Corporate Governance" forms part of
the Annual Report of the Company.
A certificate from the Statutory Auditors of the Company regarding
compliance with the conditions of Corporate Governance also forms part
of this Report.
8. MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to clause 49 of the Listing Agreement entered into with the
Stock Exchanges, "Management Discussion and Analysis" is given
separately forming part of this Report.
9. EMPLOYEE STOCK OPTION SCHEME
The Company has four employee stock option schemes viz., Strides
Arcolab ESOP 2006, Strides Arcolab ESOP 2008, Strides Arcolab ESOP 2011
and Strides Arcolab ESOP 2008 (Directors) Schemes.
Statement giving detailed information on stock options granted to
Employees under the Company's Employee Stock Option Schemes as required
under the SEBI Regulation is enclosed as Annexure 2 to this Report.
10. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL Board Composition
The Board comprises of adequate number of Executive and Non-Executive
Directors as required under the Companies Act, 2013 read with Rules
made thereunder and the Listing Agreement entered into with the Stock
Exchanges.
As on date of this Report, the Board comprises of 8 Directors
comprising of 1 Executive Director, 4 Independent Directors and 3
Non-Executive Directors. Chairman of the Board is a Non-Executive
Director.
Meetings of the Board
During the year ended March 31, 2015, the Board met 6 times. These
meetings were held on May 23, 2014, July 25, 2014, September 29, 2014,
October 7, 2014, November 7, 2014 and February 2, 2015. Further, the
Twenty-Third Annual General Meeting (AGM) of the Company was held on
Tuesday, September 09, 2014.
Policy on Directors Appointment and Remuneration
The Directors of the Company are appointed by shareholders at the
General Meetings.
As regards the appointment and tenure of Independent Directors, the
Company has adopted the provisions of the Companies Act, 2013 read with
Clause 49 of the Listing Agreement.
The Company's Remuneration Policy for Directors, Key Managerial
Personnel and Senior Management is enclosed as Annexure 3 to this
Report.
Board Evaluation
Pursuant to Clause 49 of the Listing Agreement, the Companies Act,
2013, and Schedule IV of the Companies Act, 2013, the evaluation of the
Board as a whole and all directors was conducted based on identified
criteria and framework.
The performance evaluation of the Chairman, Managing Director and the
Non-Independent Directors was carried out by the Independent Directors
and the performance evaluation of the Independent Directors was carried
out by the entire Board excluding the director being evaluated.
Declaration by Independent Directors
The Company has received necessary declaration from each Independent
Director that he/ she meets the criteria of independence laid down in
Section 149 (6) of the Companies Act, 2013 and Clause 49 of the Listing
Agreement.
Retirements and Resignations
Mr. Bharat Shah, non-executive Director retires by rotation at the
ensuing Annual General Meeting and being eligible, offers himself for
reappointment. Your directors recommend his re-appointment to the
Board.
None of the Independent Directors are due for reappointment.
During the year Mr. Mukul Sarkar, Nominee Director ceased to be a
Director of the Company consequent to withdrawal of his nomination by
Exim Bank with effect from December 15, 2014.
Key Managerial Personnel
During the year under review, Mr. Arun Kumar, Managing Director and Mr.
Badree Komandur, Chief Financial Officer and the Company Secretary were
designated as Key Managerial Personnel of the Company pursuant to
Section 203 of the Companies Act, 2013.
11. SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed M/s Gopalkrishnaraj
HH & Associates, a firm of Company Secretaries in Practice (Certificate
of Practice No: 4152) to undertake Secretarial Audit. The Secretarial
Audit Report is annexed as Annexure 4 to this Report. There are no
qualifications, observations or adverse remarks in the Secretarial
Audit Report.
12. EXTRACT OF ANNUAL RETURN
Extract of Annual Return in Form MGT 9 is enclosed as Annexure 5 to
this Report.
13. PARTICULARS OF EMPLOYEES
Particulars as required under Section 197 of the Companies Act, 2013
read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014, is annexed as Annexure 6 to this
Report.
Further, the particulars of employees required under Rule 5(2) and
5(3), showing a statement of names and other particulars of employees
drawing remuneration in excess of the limits as set out in the said
rules is provided in a separate annexure forming part of this Report.
The report and the accounts are being sent to the members excluding the
said annexure. In terms of Section 136 of the Act, the said annexure is
open for inspection at the Registered Office of the Company. Any
shareholder interested in obtaining a copy of the same may write to the
Company Secretary.
14. CORPORATE SOCIAL RESPONSIBILITY
The Company has undertaken "Corporate Social Responsibility" (CSR),
initiatives in areas of Health, Education and Livelihood which are
projects in accordance with Schedule VII of the Companies Act, 2013.
The Annual Report on CSR activities, is enclosed as Annexure 7 to this
Report.
15. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a vigil mechanism pursuant to which a Whistle Blower
Policy is in place. The Policy ensures that strict confidentiality is
maintained whilst dealing with concerns and also that no discrimination
will be meted out to any person for a genuinely raised concern.
The Policy covering all employees, Directors and other persons having
association with the Company is hosted on the Company's website
(http://www.stridesarco.com/ investor-committeboard.html)
16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All the transactions with related parties are in the ordinary course of
business and on arm's length basis. There are no material contracts or
arrangement or transactions at arm's length basis.
The Company has formulated a policy for transacting with Related
Parties, which is uploaded on the website of the Company
(http://www.stridesarco.com/investor- committeboard.html)
Further, there are no materially significant related party transactions
with its promoters, the directors or the management, their subsidiaries
or relatives etc. that may have potential conflict with the interests
of the Company at large.
Transactions with the related parties are disclosed in Note No. 47 to
the financial statements in the Annual Report.
17. INSURANCE
The assets/ properties of the Company are adequately insured against
loss due to fire, riots, earthquake, terrorism, etc., and against other
perils that are considered necessary by the management.
18. ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has designed and implemented a framework for Internal
Financial Controls ("IFC") within the meaning of explanation to Section
134 (e) of the Companies Act, 2013.
For the Year ended March 31, 2015, the Board believes that the Company
has sound IFC commensurate with the nature and size of its business
operations; wherein controls are in place and operating effectively and
no material weaknesses exist.
The Company has a process in place to continuously monitor the existing
controls and identify gaps, if any, and implement new/ improved
controls.
19. PARTICULARS OF INVESTMENTS, LOANS AND GUARANTEES
Particulars of investments made, loans given and guarantees provided is
as per details given below:
Name of the Relationship Investment * Loan Guarantee
entity
Stelis Biopharma Wholly Owned Rs.146.13 - -
Private Limited, Subsidiary Million
India
Strides Subsidiary Rs.481.06 Rs.27.18 -
Healthcare Million Million
Private
Limited, India
Fagris Medica Subsidiary Rs.9.20 Rs.10.50 -
Private Limited, Million Million
India
Strides Pharma Wholly Owned Rs.90.38 - USD
Asia Pte., Ltd, Subsidiary Million 55.00
Singapore Million
Stelis Biopharma Wholly Owned - - USD
(Malaysia) Subsidiary 29.50
Sdn Bhd Million
Note: *Does not include share application money. Refer notes forming
part of the financial statements
20. RISK MANAGEMENT
Company has a risk management framework for identification and managing
risks. Please refer the 'Management Discussion and Analysis' report
forming part of the Annual Report for additional details.
21. DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with Section 134(5) of the Companies Act, 2013, the Board
of Directors of your company confirms that:
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) the directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit and
loss of the company for that period;
(c) the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
(d) the annual accounts of the Company have been prepared on a going
concern basis;
(e) the directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
(f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
22. CONSERVATION OF ENERGY, R&D, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS/ OUTGO
Particulars of Energy Conservation, Technology Absorption and Foreign
Exchange Earnings and Outgo required under the Companies (Accounts)
Rules, 2014 is enclosed as Annexure 8 to this Report.
23. STATUTORY AUDITORS
At the Annual General Meeting held on September 9, 2014, M/s. Deloitte
Haskins & Sells, Chartered Accountants, (ICAI Registration Number
008072S) were appointed as statutory auditors of the Company for a
period of 3 years viz., till the conclusion of 26th Annual General
Meeting. In terms of the first proviso to Section 139 of the Companies
Act, 2013, the appointment of auditors shall be placed for ratification
at every Annual General Meeting. Accordingly, the appointment of M/s.
Deloitte Haskins & Sells, Chartered Accountants, as statutory auditors
of the Company, is placed for ratification by the shareholders. In this
regard, the Company has received a certificate from the auditors to the
effect that if they are reappointed, it would be in accordance with the
provisions of Section 141 of the Companies Act, 2013.
24. AUDIT REPORT
There are no qualifications, observations or adverse remarks in the
Audit Report issued by the Statutory Auditors of the Company for
financial year ended March 31, 2015.
25. DISCLOSURES
(a) There has been no change in the nature of business of the Company
during the year under review.
(b) There are no significant and material orders passed by the
Regulators/ Courts that would impact the going concern status of the
Company and its future operations.
(c) There are no material changes and commitments affecting the
financial position of the Company which have occurred between the end
of Financial year and the date of this Report.
26. ACKNOWLEDGEMENT
Your Directors place on record their sincere appreciation for the
significant contribution made by the employees through their
dedication, hard work and commitment and the trust and confidence
reposed on us by the medical profession and trade.
We also acknowledge the support and wise counsel extended to us by the
bankers, financial institutions, Government agencies, analysts,
shareholders and investors at large.
For and on behalf of the Board of Directors
Date: May 22,2015 Deepak Vaidya Arun Kumar
Place: Bengaluru Chairman Executive Vice Chairman
& Managing Director
Mar 31, 2014
DEAR MEMBERS,
The Company''s directors are pleased to present the twenty-third Annual
Report together with audited fnancial statements for the 15 months
period ended March 31, 2014.
1. STANDALONE FINANCIALS
(Figures in Million)
Period ended
March 31, 2014 December 31, 2012
(15 Months period) (12 Months period)
Rs. US$ * Rs. US$ *
1.1 Financial Results
Income 11,847.81 201.70 8,309.15 155.03
Operating Profit
(EBITDA) 2,693.84 45.86 2,146.14 40.04
Net Profit (PAT) /
(Loss) 35,129.25 598.05 559.86 10.45
Reserves and Surplus 15,713.55 267.51 13,126.10 244.90
1.2 Profits Operating
Profit (EBITDA) 2,693.84 45.86 2,146.14 40.04
Less : Interest (1,050.31) (17.88) (712.20) (13.29)
Depreciation &
Amortisation (472.49) (8.04) (190.99) (3.56)
Exceptional items
incl. AS 30 44,948.42 765.22 (644.09) (12.02)
Profit before tax 46,119.46 785.15 598.86 11.17
Less: Provision for Tax
Current tax expenses 11,092.44 188.84 206.5 3.85
Current tax expense
relating (35.00) (0.60) - -
to prior years
Deferred tax expenses 43.90 0.75 - -
MAT credit entitlement (111.13) (1.89) (167.50) (3.13)
Profit / (Loss) after
tax 35,129.25 598.05 559.86 10.45
Available for
appropriation 35,129.25 598.05 559.86 10.45
1.3 Appropriations
Dividend on Equity Shares
Interim Dividend Paid (29,783.30) (507.04) - -
Proposed Dividend (297.83) (5.07) (117.99) (2.20)
Dividend Tax
On Interim Dividend (2,762.46) (47.03) - -
On proposed Dividend (50.62) (0.86) (19.14) (0.36)
Transfer to General
Reserve (3,512.92) (59.81) (43.00) (0.80)
Balance Carried to
Balance Sheet (1,277.88) (21.76) 379.73 7.08
Note * 1 US$ = Rs. 58.74 (Exchange Rate as on March 31, 2014)
* 1 US$ = Rs. 53.60 (Exchange Rate as on December 31, 2012)
Previous year fgures have been regrouped/restated wherever necessary to
make them comparable with those of the current year.
2. busIness oVerVIew
The year 2013-14 was very eventful at Strides. We successfully
completed the Agila sell-off to Mylan and distributed value among
shareholders and employees. Our continued pharmaceutical business
demonstrated improvements in EBITDA margins and cash flows.
Your Company operates in two major segments namely pharmaceuticals and
Biogenerics.
Pharma Generics
- Contributed 37% of group revenue for the period ended March 31, 2014
- Leading generics platform focused on the regulated markets with
strong partnerships and front - ending presence
- Two State-of-the-art manufacturing facilities approved by key global
regulatory authorities including US FDA
- Strong R&D capabilities with pipeline focused on high entry barriers
products.
BRANDED GENERICS
- Contributed 24% of group revenue for the period ended March 31, 2014
- Regional player in Africa with manufacturing, sales and marketing
platform for branded generic pharmaceuticals and OTC medicines
- Established regional player in Southern India in niche branded
pharmaceutical products
- "Renerve" is the fagship brand with leading market position
Institutional business
- Contributed 39% of group revenue for the period ended March 31, 2014
- Sales of antiretroviral and anti-Malaria medicines to African
government programmes backed by large donor agencies providing highly
visible and reliable funding
- Key supplier to programs funded by Global fund, PFSCM, USAID,
UNITAID, WHO, UNICEF, PEPFAR & Clinton Foundation
BIO GENERICS
-Biotech business has been branded as ''Stelis Biopharma''. R&D
initiatives have commenced at our state-of-the-art R&D facility in
Bangalore, which is dedicated to bio-pharmaceuticals, catering to an
internal pipeline as well as partnering activities.
3. SHARE CAPITAL
The Authorised share capital of the Company as at March 31, 2014 is Rs.
1,517,500,000.00 divided into 89,750,000 equity shares of Rs. 10.00 each
and 620,000 Cumulative Redeemable Preference shares of Rs. 1,000.00 each.
The Issued, Subscribed and Paid-Up Capital of the Company as at March
31, 2014 is Rs. 595,656,210.00 divided into 59,565,621 equity shares of Rs.
10.00 each.
During the period under review there has been an increase in the equity
Paid-Up Capital of the Company on account of allotment of 761,900
shares consequent to exercise of stock options.
4. DIVIDENDS
Your Directors are pleased to recommend a Final Dividend of Rs. 5.00 per
equity share of face value ofRs. 10.00 each for the year ended 31st
March, 2014.
During the period under review , a Special Dividend of Rs. 500.00 per
equity share was declared on December 10, 2013 and paid to shareholders
as on record date of December 20, 2013.
The total dividend for the 15 months period, including the proposed
Final Dividend, amounts to Rs. 505.00 per equity share and will absorb Rs.
3,289.42 Crores, including Dividend Distribution Tax of Rs. 281.30
Crores.
5. FIXED DE POSITS
The Company has not accepted any fixed deposits and accordingly no
amount is outstanding as on the balance sheet date.
6. DIvestment of entitles in specialties business (AGILA) &
Crystallizing significant Value created at AGILA
In February 2013, the Company and its wholly-owned subsidiary, Strides
Pharma Asia Pte. Limited, Singapore (then known as Agila Specialties
Asia Pte. Limited), had entered into defnitive agreements with Mylan
Inc. USA for hiving off entities in Specialties Business.
The hive off of the Specialties Business was by way of sale of shares
(a) held by Strides Arcolab, India in its wholly-owned subsidiary,
Agila Specialties Private Limited, India; and (b) held by Strides
Pharma Asia Pte Ltd., Singapore in its wholly-owned subsidiary, Agila
Specialties Global Pte Ltd, Singapore.
Vide Share Purchase Agreement dated December 5, 2013, the Company and
Strides Pharma Asia Pte Ltd completed the sale of shares in Agila
Specialties Private Limited to Mylan Laboratories Limited, India a
subsidiary of Mylan Inc and that of Agila Specialties Global Pte Ltd to
Mylan Institutional Inc., USA. a subsidiary of Mylan Inc respectively.
The Enterprise Value for the Specialties Business was US$ 1,750
(including a hold back of US$ 250 Million).
The proceeds of the transaction was used to:
- Reduce debt and incur costs related to the satisfaction of certain
contingent conditions
- Pay out a special dividend of Rs. 500.00 per share, resulting in a
pre-tax distribution of US$ 525 Million, thus returning 88% of the free
cash available with the company
- Retained US$75 Million for growth capital.
The Company''s transaction with Mylan received the M&A Atlas Global
Major Markets Award as one of the top Cross Border Deal of the Year.
7. CREDIT RATING
During the year under review, Rating Agencies reaffrmed/issued credit
ratings to Strides as under:
- Fitch: from BBB to A on the overall company performance. The
Outlook is Stable.
- ICRA: Long term debt: A and Short term debt: from A2 to A1 which
is the highest in its category.
8. RESEARCH & DEVELOPMENT
Detailed write-up on Research & Development activity forms part of the
annexure to the Directors'' report.
9. CHANGE OF FINANCIAL YEAR
Board of directors of the Company in their meeting held on December 10,
2013 approved change of fnancial year of the Company from
January-December to that of April-March. Consequently, the current
fnancial year is for a period of 15 months i.e., from January 1, 2013
to March 31, 2014. The change in fnancial year is in line with the
requirement of Companies Act, 2013.
10. SUBSIDIARY COMPANIES
The Company has 25 subsidiaries overseas and 3 subsidiaries in India as
on March 31, 2014
In accordance with Accounting Standard AS-21 on consolidated fnancial
statements read with Accounting Standard AS-27 on Accounting for Joint
Ventures, the audited consolidated fnancial statements are provided in
this Annual report.
New entities incorporated during the year under strides Group
1) Strides Pharma Inc., USA
2) Strides Actives Private Limited, India
Entities wound up in strides Group
1) Strides Pharmaceuticals (Holdings) Limited, Mauritius
2) Strides Pharmaceuticals (Mauritius) Limited, Mauritius
Entities divested from strides Group
Pursuant to the sale of shares in Agila Specialties Private Limited to
Mylan Laboratories Limited, India a subsidiary of Mylan Inc., and that
of Agila Specialties Global Pte Ltd to Mylan Inc., respectively, the
following entities ceased to be subsidiaries of the Company:
1) Agila (NZ) Pty Ltd, New Zealand
2) Agila Australia Pty Ltd, Australia
3) Agila Especialidades Farmaceuticas Ltda, Brazil
4) Agila Farmaceutica Participacoes Ltd, Brazil
5) Agila Jamp Canada Inc., Canada
6) Agila Marketing e Distribuicao De Producos Hospitalares Ltda, Brazil
7) Agila Specialties (Holdings) Cyprus Limited, Cyprus
8) Agila Specialties Americas Ltd, Cyprus
9) Agila Specialties Global Pte Ltd, Singapore
10) Agila Specialties Inc, USA
11) Agila Specialties Investments Limited, UK
12) Agila Specialties Pharma Corporation, Canada
13) Agila Specialties Polska Sp.Z.o.o, Poland
14) Agila Specialties Private Limited, India
15) Agila Specialties UK Limited, UK
16) Catalist Pty Ltd, Australia
17) Farma Plus AS, Norway
18) Onco Laboratories Ltd, Cyprus
19) Onco Therapies Limited, India
20) Sagent Agila LLC, USA
ACCOUNTS OF SUBSIDIARIES
A statement pursuant to Section 212 of the Companies Act, 1956 relating
to Subsidiary Companies, is attached to the Accounts. In terms of
General Exemption, under Section 212 (8) of the Companies Act, 1956,
granted by Ministry of Corporate Affairs vide its circular no. 02/2011
dated February 8, 2011, and in compliance with the conditions enlisted
therein, the Audited Statement of Accounts, Auditors'' Reports thereon
and the Reports of the Board of Directors of the Company''s subsidiaries
for the fnancial year ended March 31, 2014, have not been annexed.
The Annual Accounts and related documents of the Subsidiary Companies
shall be kept open for inspection at the Registered Office and Corporate
Office of the Company. The Company will also make available these
documents upon request by any Member of the Company interested in
obtaining the same. However, as directed by the said circular, the
fnancial data of the subsidiaries have been furnished under ''subsidiary
companies particulars'' forming part of the Annual Report.
11. CORPORATE GOVERNANCE
The Company has complied with all the mandatory requirements of
Corporate Governance specifed by the Securities & Exchange Board of
India through clause 49 of the Listing Agreement. As required by the
said clause, a separate "Report on Corporate Governance" forms part of
the Annual Report of the Company. A certifcate from the Statutory
Auditors of the Company regarding compliance with the conditions of
Corporate Governance also forms part of this Report.
12. MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to clause 49 of the Listing Agreement entered into with the
Stock Exchanges, "Management Discussion and Analysis" is given
separately forming part of this Report.
13. EMPLOYEE STOCK OPTION SCHEME
The Company has granted ESOPs to eligible employees under the Strides
Arcolab ESOP 2006, Strides Arcolab ESOP 2008, Strides Arcolab ESOP 2011
and to Directors under Strides Arcolab ESOP 2008 (Directors) Schemes.
No employee has been issued stock options during the year equal to or
exceeding 1% of the issued capital of the company at the time of grant.
Statement giving additional information in terms of Regulation 12 of
Securities and Exchange Board of India (Employee Stock Option Scheme
and Employee Stock Purchase Scheme) Guidelines, 1999 is annexed to this
Report.
14. BOARD OF DIRECTORS
- The term of Office of Mr. Arun Kumar, Managing Director expired on May
23, 2014. The Board of Directors of the Company in their meeting held
on May 23, 2014 approved reappointment of Mr. Arun Kumar for a further
period of 5 years. In accordance with Section 196, 197, 198 and other
applicable provisions of the Companies Act, 2013, approval of the
members will be sought at the ensuing Annual General Meeting of the
Company for his reappointment for a further term of 5 years, i.e., upto
May 23, 2019. Your directors recommend his reappointment as Managing
Director.
- Mr. M R Umarji ceased to be an Independent Director with effect from
April 1, 2014 in terms of Clause 49 of the Listing Agreement and
Section 149 (6) of the Companies Act, 2013. He continues to be on the
Board of Strides as Non-Executive Director.
Mr. Umarji retires by rotation at the ensuing Annual General Meeting
and being eligible, offers himself for reappointment.
Your directors recommend his re-appointment as Non-Executive Director,
liable to retire by rotation.
- Mr. Deepak Vaidya was appointed as a Director in January 1998 and as
Chairman of the Board of Directors (Board) in February 2006. He became
an Independent Director in February 2010. Mr. Vaidya has served as a
member of the Board of Directors for over 16 years. Considering his
long tenure in Office and as a measure of good corporate governance, Mr.
Vaidya has opted to be considered as Non-Independent Director with
effect from July 25, 2014 and he will continue to be the Chairman of
the Board.
Mr. Vaidya retires by rotation at the ensuing Annual General Meeting
and being eligible, offers himself for reappointment. Your directors
recommend his re-appointment to the Board.
- Ms. Sangita Reddy was appointed to the Board of the Company as an
Additional Director on February 7, 2014. Being appointed as an
Additional Director in the Board, Ms. Sangita Reddy will hold Office
till the conclusion of the ensuing Annual General Meeting of the
Company.
The requisite notices together with necessary deposits have been
received from a member pursuant to Section 160 of the Companies Act,
2013 proposing the election of Ms. Sangita Reddy as a Director of the
Company.
Your directors recommend her appointment as Independent Director, not
liable to retire by rotation, for five consecutive years from the date
of passing of the resolution by the members approving her appointment.
- Mr. Bharat Shah was appointed to the Board of the Company as an
Additional Director on July 25, 2014. Being appointed as an Additional
Director in the Board, Mr. Bharat Shah will hold Office till the
conclusion of the ensuing Annual General Meeting of the Company.
The requisite notices together with necessary deposits have been
received from a member pursuant to Section 160 of the Companies Act,
2013 proposing the election of Mr. Bharat Shah as a Director of the
Company.
Your directors recommend his appointment as Non-Executive Director,
liable to retire by rotation.
- As per the provisions of the Companies Act, 2013, Independent
Directors are required to be appointed for a term of five consecutive
years and shall not be liable to retire by rotation. Accordingly,
resolutions proposing appointment of Mr. S. Sridhar, Mr. P.M. Thampi
and
Mr. AK. Nair as Independent Directors form part of the Notice of the
Annual General Meeting.
- Mr. K R Ravishankar, Promoter and Non-Executive Director of the
Company vacated Office pursuant to Section 283
(1) (g) of the Companies Act, 1956 w.e.f February 7, 2014. The Board
places on record its appreciation for the distinguished service and
contribution made by Mr. K R Ravishankar as Promoter and Director of
the Company.
15. PERSONNEL
Information pursuant to Section 217 (2A) of the Companies Act, 1956
read with the Companies (Particulars of Employees) Rules, 1975, forms
part of this Report. However, as per the Provisions of Section 219(1)
(b)(iv) of the Act, the Report and Accounts are being sent excluding
the statement containing the particulars to be provided under Section
217(2A) of the Act. Any member interested in obtaining a copy of such
particulars may write to the Company Secretary.
16. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your company knowing its responsibility towards the society and
environment in which it operates and accordingly had been working
towards CSR initiatives. In terms of Section 135 of the Companies Act,
2013, the Company has constituted Corporate Social Responsibility
Committee to monitor the CSR activities of the Company in terms of the
provisions of the Act.
17. INSURANCE
The assets / properties of the Company are adequately insured against
loss due to fre, riots, earthquake, terrorism, etc., and against other
perils that are considered necessary by the management.
18. DIRECTORS'' RESPONSIBILITY STATEMENT
In terms of Section 217 (2AA) of the Companies Act 1956, the Directors
state that they have:
a) Followed the applicable accounting standards in the preparation of
annual accounts have been followed and no material departure have been
made from the same.
b) Selected such accounting policies and applied them consistently and
made adjustments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the
end of the fnancial year and of the Profit of the Company for that
period.
c) taken proper and suffcient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies
Act 1956 for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities and
d) prepared the annual accounts on a going concern basis.
19. AUDITORS REPORT
Refer Paragraph 4 of the Auditor''s Report on Consolidated Financial
Statements:
The unaudited fnancial information included in the consolidated
fnancial statements primarily relate to entities which are part of the
discontinued operations of the Group.
The Company is of the view that the operations of other entities which
were not subjected to audit is not material to the Consolidated
Financial Statement for the period ended March 31, 2014
20. Conservation of Energy, R&D, Technology Absorption and Foreign
Exchange Earnings/ Outgo
The particulars as prescribed under Section 217(1)(e) of the Companies
Act, 1956 read with the Companies (Disclosure of particulars in the
report of Board of Directors) Rules, 1988 are set out in the Annexure
to the Directors'' Report.
21. STATUTORY AUDITORS
The Statutory Auditors viz., Deloitte Haskins & Sells, Chartered
Accountants, Bangalore (Registration Number 008072S) retire at the
conclusion of the ensuing Annual General Meeting and being eligible,
offer themselves for reappointment.
The Company has received a letter from Deloitte Haskins and Sells to
the effect that their appointment, if made, would be in accordance with
Section 139 of the Companies Act, 2013 and that, they are not
disqualified for such appointment within the meaning of Section 141 of
the Companies Act, 2013.
Pursuant to the provisions of Section 139 of the Companies Act, 2013
and Rules framed thereunder, it is proposed to appoint Deloitte Haskins
& Sells as statutory auditors of the Company for a period of three (3)
years from the conclusion of the forthcoming AGM till the conclusion of
Twenty-Sixth Annual General Meeting to be held in the year 2017,
subject to ratifcation of their appointment at every Annual General
Meeting. Your Directors recommend their reappointment.
22. DEPOSITORY SYSTEM
As the Members are aware, your Company''s shares are tradable
compulsorily in electronic form and your Company has established
connectivity with both the depositories, i.e., National Securities
Depository Limited (NSDL) and Central Depository Services (India)
Limited (CDSL). In view of the numerous advantages offered by the
Depository system, members are requested to avail the facility of
dematerialisation of the Company''s shares on either of the Depositories
as aforesaid.
23. ACKNOWLEDGEMENT
Your Directors place on record their sincere appreciation for the
significant contribution made by the employees through their dedication,
hard work and commitment and the trust and confdence reposed on us by
the medical profession and trade.
We also acknowledge the support and wise counsel extended to us by the
bankers, fnancial institutions, Government agencies, analysts,
shareholders and investors at large.
For and on behalf of the Board of Directors
Place: Bangalore, India Deepak Vaidya  Chairman
Date: July 25, 2014 Arun Kumar  Executive Vice
Chairman & Managing Director
Dec 31, 2012
Dear Members,
The Company''s directors are pleased to present the Twenty Second
Annual Report together with audited financial statements for the
financial year ended December 31, 2012.
1. CONSOLIDATED FINANCIALS
(Figures in Million)
Year ended
2012 2011
Rs. USD* Rs. USD*
1.1 Financial Results
Income 23,656.70 441.37 25,817.14 484.65
Operating Profit (EBIDTA) 5,936.65 110.76 5,223.50 98.06
Net Profit (PAT) / (Loss) 8,462.37 157.88 2,244.75 42.14
Reserves and Surplus 19,674.39 367.07 13,130.96 246.50
1.2 Profits
Operating Profit(EBIDTA) 5,936.65 110.76 5,223.50 98.06
Less : Interest 1,934.41 36.09 1,948.30 36.57
Depreciation & Amortisation 1,094.83 20.43 1,043.01 19.58
Exceptional items incl. AS 30 6,587.49 122.90 494.67 9.29
Profit before tax 9,494.90 177.15 2,726.86 51.19
Less: Provision for Tax
Current 843.01 15.73 709.79 13.32
Deferred 473.74 8.84 (158.49) (2.98)
MAT credit entitlement (295.30) (5.51) (164.50) (3.09)
Profit/(Loss) after tax 8,473.45 158.09 2,340.06 43.93
Less:Share of Profit of
Minority 11.08 0.21 95.31 1.79
Interest
Profit after Minority
Interest 8,462.37 157.88 2,244.75 42.14
Available for appropriation 12,919.90 241.05 4,682.61 87.90
1.3 Appropriations 87.90 65.41
2,924.28
Dividend on Equity Shares 117.99 2.20 117.37 2.20
(proposed)
Dividend Tax 19.16 0.36 18.71 0.35
Transfer to General Reserve 43.00 0.80 89.00 1.67
Balance carried to Balance
Sheet 12,739.75 237.69 4,457.53 83.68
Note * 1 USD= Rs. 53.60 (Exchange Rate as on December 31, 2012)
* 1 USD= Rs. 53.27 (Exchange Rate as on December 31, 2011)
Previous year figures have been regrouped/ restated wherever necessary
to make them comparable with those of the current year.
1. TURNOVER AND PROFITS
On a consolidated basis, the total income during the year stood at Rs.
23,656.70 Million against Rs. 25,817.14 Million in the previous year.
The Company posted a net profit of Rs. 8,462.37 Million as against Rs.
2,244.75 Million in the previous year.
On a Standalone basis the total income during the year stood at Rs.
8,309.15 Million as against Rs. 7,692.19 Million in the previous year.
TheStandalonenetprofitis Rs. 559.86 Million as against a net profit
ofRs. 1,179.25 Million for the previous year.
Detailed analysis on financial performance is given in the Management
Discussion and Analysis Report and CFO''s Review which forms part of
the Annual Report.
2. DIVIDEND
The Board is pleased to recommend a dividend of 20% (i.e., Rs. 2/- per
equity share of Rs. 10/- each for the year ended December 31, 2012.
The dividend, subject to approval of shareholders at the Annual General
Meeting will be paid to those shareholders whose name appears in the
Register of Members of the Company as on the date of Book Closure.
The dividend would be tax-free in the hands of the shareholders.
3. SHARE CAPITAL
The Authorised share capital of the Company as at December 31, 2012 is
Rs. 1,517,500,000 divided into 89,750,000 equity shares of Rs. 10/-
each and 620,000 Cumulative Redeemable Preference shares of Rs. 1,000/-
each.
The Issued, Subscribed and Paid-Up Capital of the Company as at
December 31, 2012 is Rs. 588,037,210 divided into 58,803,721 equity
shares of Rs. 10/- each.
During the year there has been an increase in the equity Paid-Up
Capital of the Company on account of allotment of 423,550 shares
consequent to exercise of stock options.
4. BUSINESS OVERVIEW
2012 began and ended on an optimistic note for the Company. During the
year, our revenues and EBIDTA increased considerably, compared to 2011,
primarily driven by consistent new product launches and increase in
operational scale.
Besides, both Agila and Pharma divisions demonstrated significant
operating leverage across all global manufacturing facilities and
consistent regulatory filings. Besides, there were significant
corporate initiatives round the year.
Key Business Highlights for 2012 Pharma
Collaboration with Gilead Sciences
The Company entered into an in-licensing agreement to collaborate with
Gilead Sciences, Inc. to promote access to high-quality, low-cost
generic versions of Gilead''s HIV medicine emtricitabine (FTC) in
developing countries - including fixed- dose combinations of
emtricitabine co- formulated with other Gilead HIV medicines.
Funding from French Development Financing Institution
During the year the French Development Financing Institution Proparco
invested USD12.5 Million in the form of equity participation for a 20%
stake in Strides'' African front-end arm, valuing the African
operations at about USD 60 Million. The proceeds will be used to create
additional manufacturing infrastructure in key markets in Africa and to
build a regional Company.
Biotech
Consolidation of stake in Inbiopro
During the year 2012, the Company consolidated its stake in Inbiopro
Solutions Private Limited (Inbiopro) the Biotech arm of the Company
from the initial holding of 70% to 96.79%.
As at the date of this report the Company further consolidated its
stake to 100% and consequently Inbiopro is a wholly owned subsidiary of
the Company.
Customised Biotech facility in Malaysia
In March 2013, the Company''s wholly owned subsidiary Agila Biotech
(Malaysia) SDN BHD, Malaysia, entered into an arrangement with
Bio-XCell Sdn Bhd (Malaysian Government undertaking) for the
establishment of a customised biotech facility located in the Bio-XCell
ecosystem in Johor, Malaysia.
The Company plans to incorporate into this facility, the
"next-generation" technology platforms which revolutionise the way
biomolecules are developed, manufactured and commercialised.
Specialties (Agila)
Brazil Sterile Penems Facility - US FDA approval
In February 2012, the Brazilian Sterile Penems facility received US FDA
approval. This state-of-the-art facility manufactures sterile dry
powder injectables of Penems. The plant has already been approved by
other international regulatory agencies like MHRA and ANVISA.
Polish Facility - US-FDA approval
During the year, the Company''s polish sterile facility received
US-FDA approval. This state-of-the-art facility located in Warsaw,
Poland, manufactures vials, ampoules, pre-filled syringes and
lyophilized injections. The approval offers significant flexibility to
the manufacturing which is currently experiencing strong demand on a
worldwide basis.
Acquisition of USFDA approved Sterile Manufacturing Facility
During the year, the Company through its wholly owned subsidiary, Agila
Specialties Private Limited acquired a USFDA approved Sterile
Formulations facility situated at Hosur, Tamil Nadu from Star Drugs and
Research Labs Limited.
Joint Venture with Jamp Pharma Corporation
During the year, the Company through its wholly owned subsidiary Agila
Specialties Pharma Corporation, Canada (part of injectable division of
Strides), formed a joint venture with Jamp Pharma, a Canadian generic
drug company, to introduce a variety of quality injectable generic
drugs in Canada.
Collaboration with Eli Lilly
In December 2012, the Company along with its subsidiary Agila
Specialties Private Limited collaborated with Eli Lilly to expand
delivery of cancer medicines in the emerging markets. As a part of this
arrangement, Lilly will in-license a portfolio of high-quality, branded
generic injectable and oral cancer medicines from
Agila Specialties, the specialties division of Strides.
5. DIVESTMENTS
Sale of "Agila specialties" division to Mylan Inc., USA
In February 2013, the Company entered into a definitive agreement with
Mylan Inc., USA for the sale of its Specialties Division to Mylan Inc.,
USA.
This will be effected through the sale of shares of the Company held in
its subsidiary, Agila Specialties Private Limited in India and the
shares of Agila Specialties Global Pte Limited, Singapore held by the
overseas subsidiary, Agila Specialties Asia Pte., Limited, Singapore.
Under the terms of the agreement, the Company and its subsidiary (Agila
Specialties Asia Pte Limited, Singapore) will receive an aggregate sum
of USD 1,600 Million in cash on closing and a potential additional
consideration of up to USD 250 Million subject to the satisfaction of
certain conditions by Strides.
Sale of Australia and South East Asian Business division to Watson
Pharmaceuticals Inc., USA
In a transaction that was closed on January 24, 2012, the Company sold
its Australia and South East Asian Business to Watson Pharmaceuticals
Inc., USA for AUD 375 Million resulting in divestment of its stake in
Ascent Pharmahealth Limited, Australia and its subsidiaries.
6. RESEARCH & DEVELOPMENT
Detailed write-up on Research & Development activity forms part of the
annexure to the Directors'' report.
7. SUBSIDIARY COMPANIES
The Company has 46 subsidiaries (Overseas & India) as on December 31,
2012
In accordance with Accounting Standard AS-21 on consolidated financial
statements read with Accounting Standard AS-27 on Accounting for Joint
Ventures, the audited consolidated financial statements are provided in
this Annual report.
Material Unlisted Subsidiary
During the year 2012, Agila Specialties Private Limited, a wholly owned
subsidiary of the Company became a Material Unlisted Subsidiary and in
term of Clause 49 (III) of the Listing Agreement, Mr. PM Thampi,
Independent Director on the Board of the Strides Arcolab, the holding
Company of Agila Specialties, services as a director on the Board of
Agila Specialties.
Subsidiaries added to the Group during the year
a) Agila (NZ) Pty Ltd, New Zealand.
b) Agila Australasia Pty Limited, Australia
c) Agila Biotech Private Limited, Bangalore
d) Agila Specialties Americas Ltd, Cyprus
e) Agila Specialties Global Pte. Ltd, Singapore
f) Agila Specialties UK Limited, UK
g) Strides Emerging Markets Private Limited, Bangalore
Subsidiaries which ceased to be part of the Group during the year
a) Ascent Pharmahealth Limited,
Australia
b) Ascent Pharma Pty Limited, Australia
c) Ascent Pharmaceutical Limited, New Zealand
d) Ascent Pharmacy Service Pty Limited, Australia
e) Ascent Pharmahealth (Asia) Pte. Limited, Singapore
f) Ascent Pharmahealth Asia (Hong Kong) Limited, Hong Kong
g) Ascent Pharmahealth Asia (Malaysia) SDN.BHD, Malaysia
h) Drug Houses of Australia (Asia) Pte. Limited, Singapore
i) Pharmasave Australia Pty Limited, Australia
j) Scentia Pharmaceuticals Pty Ltd., Australia
Accounts of Subsidiaries:
In terms of the General Circular 2 of 2011 dated February 8, 2011
issued by the Ministry of Corporate Affairs, the audited Financial
Statements of the Company''s subsidiaries have not been attached to
this Report. The Financial Statements of the subsidiaries shall be made
available to the shareholders of the Company/ the Company''s
subsidiaries seeking such information any point of time and such
Financial Statements will also be kept for inspection during business
hours by any shareholder at the registered office and the corporate
office of your Company/ the Company''s subsidiaries. The Company will
also make available the audited annual accounts and related information
of the subsidiary companies, upon request by any shareholder of the
Company.
8. CORPORATE GOVERNANCE
The Company has complied with all the mandatory requirements of
Corporate Governance specified by the Securities & Exchange Board of
India through clause 49 of the Listing Agreement. As required by the
said clause, a separate Report on Corporate Governance forms part of
the Annual Report ofthe Company. A certificate from the Statutory
Auditors of the Company regarding compliance with the conditions of
Corporate Governance also forms part of this Report.
9. MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to clause 49 of the Listing Agreement entered into with the
Stock Exchanges, Management Discussion and Analysis report forms part
of this Report.
10. FIXED DEPOSITS
The Company has not accepted any fixed deposits and accordingly no
amount is outstanding as on the balance sheet date.
11. EMPLOYEE STOCK OPTION SCHEME
The Company has granted ESOPs to few eligible employees under the
Strides Arcolab ESOP 2006 and Strides Arcolab ESOP 2008 and to
Directors under Strides Arcolab ESOP 2008 (Directors), particulars of
which are provided in the Corporate Governance Report forming part of
this report.
No options have been granted to employees under Strides Arcolab ESOP
2011 scheme yet.
No employee has been issued stock options during the year equal to or
exceeding 1% of the issued capital of the Company at the time of grant.
Statement giving additional information in terms of Regulation 12 of
Securities and Exchange Board of India (Employee Stock Option Scheme
and Employee Stock Purchase Scheme) Guidelines, 1999 is annexed to this
Report.
12. REDEMPTION OF FCCBS
During the year, the Company redeemed the outstanding USD 80 Million
Foreign Currency Convertible Bonds (FCCBs) on June 27, 2012. The
Company had originally raised USD 100 Million FCCBs in the year 2007
and had bought back USD 20 Million during the year 2009.
The total payout for redeeming the outstanding bonds was USD 116
Million including the redemption premium of 145.058%. Post this
redemption, there are no outstanding FCCBs.
13. BOARD OF DIRECTORS
Mr. Deepak Vaidya and Mr. M.R Umarji are directors who retire by
rotation and being eligible, offer themselves for reappointment. Your
directors recommend their re-appointment to the Board.
Mr. Sridhar S joined the Board of the Company as an Independent
Director on July 27, 2012. Mr. Sridhar would also serve as a member of
the Audit Committee of the Board. In his earlier engagement, Mr.
Sridhar served as Chairman and Managing Director of Central Bank and
has around 38 years of rich experience in commercial and development
banking.
Mr. Virtanes Saatci, Non-Executive Director, resigned from the Board of
the Company with effect from 24.04.2012. Mr. Saatci was associated with
the Company since February 1995 and has contributed immensely to its
growth and success. Your Directors record their deep appreciation for
the valuable contribution made by Mr. Saatci during his tenure.
Mr. V.S Iyer, Executive Director, resigned from the Board of the
Company with effect from May 25, 2012. Mr. V.S Iyer continues to be
engaged with the Company in his role as CEO - Agila. Your Directors
record their appreciation for the services of Mr. V S Iyer as Executive
Director of the Company.
14. PERSONNEL
Information pursuant to Section 217 (2A) of the Companies Act, 1956
read with Companies (Particulars of Employees) Rules, 1975 will be
provided on request.
15. DIRECTORS'' RESPONSIBILITY STATEMENT
In terms of Section 217 (2AA) of the Companies Act 1956, the Directors
state that they have:
a) followed the applicable accounting standards in the preparation of
annual accounts. However, deviations from accounting standards has been
carried out with reference to the scheme of arrangement sanctioned in
earlier years by the Hon''ble High Court of Bombay for amalgamation of
the Company''s subsidiaries Global Remedies Limited, Grandix
Pharmaceuticals Limited, Grandix Laboratories Limited and Quantum
Remedies Private Limited (the transferor companies) with Strides
Arcolab Limited (the transferee company). Refer notes to accounts for
details of the same.
b) selected such accounting policies and applied them consistently and
made adjustments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the
end of the financial year and ofthe profit ofthe Company for that
period.
c) taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies
Act 1956 for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities and
d) prepared the annual accounts on a going concern basis.
16. AUDITORS REPORT
Refer Paragraph 5(b) of the Auditor''s Report with reference to Note
2(g) in the consolidated financial statements : The Company is of the
view that the operations of these entities are not material and hence
have not been subjected to audit.
17. CONSERVATION OF ENERGY, R&D, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS/ OUTGO
The particulars as prescribed under Section 217(1)(e) of the Companies
Act, 1956 read with the Companies (Disclosure of particulars in the
report of Board of Directors) Rules, 1988 are set out in the Annexure
to the Directors'' Report.
18. STATUTORY AUDITORS
The Statutory Auditors viz., Deloitte Haskins & Sells, Chartered
Accountants, Bangalore (ICAI registration number 008072S) retire at the
conclusion of the ensuing Annual General Meeting and being eligible,
offer themselves for reappointment. Your Directors recommend their
reappointment.
19. DEPOSITORY SYSTEM
As the Members are aware, your Company''s shares are tradable
compulsorily in electronic form and your Company has established
connectivity with both the depositories, i.e., National Securities
Depository Limited (NSDL) and Central Depository Services (India)
Limited (CDSL). In view of the numerous advantages offered by the
Depository system, members are requested to avail the facility of
dematerialisation of the Company''s shares on either of the
Depositories as aforesaid.
20. ACKNOWLEDGEMENT
Your Directors place on record their sincere appreciation for the
significant contribution made by the employees through their
dedication, hard work and commitment and the trust and confidence
reposed on us by the medical profession and trade.
We also acknowledge the support and wise counsel extended to us by the
bankers, financial institutions, Government agencies, analysts,
shareholders and investors at large.
For and on behalf of the Board of Directors
Deepak Vaidya - Chairman
Arun Kumar - Vice Chairman &
Managing Director
Place : Bangalore, India
Date: April 25, 2013
Dec 31, 2010
We are pleased to present the Twentieth Annual Report together with the
Audited Accounts for the year ended December 31, 2010.
1 CONSOLIDATED FINANCIALS
(Figures in Million)
Year ended December 2010 Year ended December 2009
Rupees USD * Rupees USD *
1.1 Financial
Results
Income 17,655.43 394.89 13,283.41 285.54
Operating
Profit (EBIDTA) 3,963.21 88.64 2,105.04 45.25
Cash Profit/
(Loss) 2,044.77 45.73 1,126.98 24.23
Net Profit (PAT)/
(Loss) 1,224.47 27.39 1,096.83 23.58
Retained earnings 12,229.51 273.53 7,240.92 155.65
1.2 profits
Operating Profit
(EBIDTA) 3,963.21 88.64 2,105.04 45.25
Less : Interest 1,466.50 32.80 759.07 16.32
Depreciation &
amortization 638.98 14.29 491.90 10.57
Exceptional
items incl. AS 30 5.99 0.13 (575.30) (12.37)
Profit before tax 1,863.72 41.68 1,429.37 30.73
Less: Provision
for Tax
Current 451.67 10.10 285.82 6.14
Deferred 0.27 0.01 (60.71) (1.31)
Fringe Benefit
Tax - - 3.38 0.07
MAT credit
entitlement - - (9.50) (0.20)
Profit/(Loss)
after tax 1,411.78 31.58 1,210.38 26.02
Available for
appropriation 2,924.28 65.41 1,941.73 41.74
1.3 Appropriations
Dividend
on Equity Shares
(proposed) 91.59 2.05 60.32 1.30
on Preference Shares - - 88.49 1.90
Dividend Tax 14.98 0.34 25.29 0.54
Transfer to
General Reserve 36.78 0.82 52.76 1.13
Transfer to Capital
Redemption Reserve 491.61 11.00 - -
Reversal of
dividend
and tax on
preference
shares (148.54) (3.32) - -
no longer
payable
Balance
carried to
Balance Sheet 2,437.86 54.53 1,714.87 36.86
Note: *1 USD = Rs.46.52 (Exchange Rate as on December 31, 2009).
1 USD = Rs.44.71 (Exchange Rate as on December 31, 2010).
Previous year figures have been regrouped/ restated wherever necessary
to make them comparable with those of the current year.
2 TURNOVER AND PROFITS
On a consolidated basis, the total income during the year stood at
Rs.17,655 Million against Rs.13,283 Million in the previous year,
growth of 33%. The Company posted a net profit of Rs.1,224 Million as
against Rs.1,097 Million in the previous year.
On a Standalone basis, the total income during the year stood at
Rs.5,294 Million as against Rs.4,879 Million in the previous year. The
Standalone net profit is Rs.736 Million as against a net profit of
Rs.616 Million for the previous year.
Detailed analysis on financial performance is given in the Management
Discussion and Analysis Report which forms part of this Directors
Report.
3 DIVIDEND
The Board is pleased to recommend a dividend of 15 % (i.e., Rs.1.50/-
per equity share of Rs.10/- each for the year ended December 31, 2010
4 CAPITAL
The Authorised share capital of the Company as at December 31, 2010 is
Rs.1,517,500,000 divided into 89,750,000 equity shares of Rs.10/- each
and 620,000 Cumulative Reedemable Preference Shares of Rs.1,000/- each.
The Issued, Subscribed and Paid-Up Capital of the Company as at
December 31, 2010 is Rs.577,446,710 divided into 57,744,671 equity
shares of Rs.10/- each.
During the year:
. There has been an increase in the Equity Capital of the Company on
account of allotments consequent to amalgamation, exercise of stock
options, conversion of warrants and allotment to Qualified
Institutional Buyers (QIBs). Please refer to Equity History of the
Company for allotment details.
. There has been reduction in the Preference Capital of the Company on
account of redemption of 491,606 Cumulative Redeemable Preference
Shares of Rs.1,000/- each issued to K.V Pharmaceuticals Company, USA in
the year 2005.
5 BUSINESS OVERVIEW
2010 was a game changing year for us as we saw the fructification of
many of our plans in our goal to become a global sterile powerhouse.
Our partnership with Pfizer and entry into the biologics space has
strengthened and consolidated our position in the specialty segment.
Ray of Life, our critical care offering for the domestic market, has
also made significant progress with a wide range of high quality
Oncology products at an affordable price for Indian consumers.
The Company re-branded its specialties division, Strides Specialties
Private Limited as Agila Specialties Private Limited. The name Agila
was chosen to reflect the brand ethos of the Companys specialised
product offering which is smart, agile, determined and pragmatic.
Agila carves out a new identity to the specialties division in the
rapidly changing segment of the healthcare industry.
The Company had a very stable year of operation post restructuring of
its business into two divisions viz. Pharma and Specialties.
The key business highlights of 2010 include:
Specialties
. Performance boosted by new product launches in regulated markets and
additional revenue generated by new facilities
. Significant ramp up in capacity utilization
. Acquisition of Penem and Penicillin facility in Campos, Brazil
. Acquisition of complete ownership in Oncology business
. 16 new product launches in regulated market, 5 in USA and 11 in other
regulated markets
Pharma and Branded Generics
India Pharma
. Prequalification from WHO for Strides H1N1 generic drug Oseltamivir
75mg capsules
. Commercialization of Ergocalciferol in Q3 of 2010 in USA
Australasia Region
. The sales growth in Australia was influenced by the Pfizer
distribution agreement which saw Ascent Pharma health Limited, the
Companys subsidiary, promote and distribute a range of Pfizers
branded Established Products throughout the year.
. The Asia business successfully registered a number of new
pharmaceuticals during the year into several of these markets and
succeed in gaining some new contracts
Africa Region
. Added 4 new markets, Congo, Mali, Mozambique, Malawi
. 57 new products registered in Africa
. Commenced full-fledged production of tablets in Nigerian facility
India Brands
. India Brands (Grandix) operations integrated into Strides with
flagship brand Renerve, consolidating its leadership position
. Ray of Life launched 3 therapeutic segments in India, i.e., Oncology,
Nephrology and Hi-end Antibiotics
. Ray of Life launched over 15 brands in the cancer chemotherapy
segment in Oncology and around 10 top molecules introduced in Hi-end
antibiotics
Merger and business Restructuring update
The Company has successfully completed consolidation of its operations
into two different business verticals viz Specialties Business,
Pharmaceutical Business pursuant to the Scheme of Amalgamation
sanctioned by the Honble High Court of Mumbai, Chennai and Karnataka
and pursuant to the hive-off of Specialties and Research and
Development business of the Company to Agila Specialties Private
Limited, a wholly owned subsidiary of the Company.
Medgene Pharmaceuticals Private Limited, a wholly owned subsidiary of
the Company merged with Agila Specialties Private Limited in the
Specialties Vertical pursuant to the Order of the Honble High Court of
Karnataka passed on February 6, 2010.
Strengthened partnership with Pfizer
i) Collaboration with Pfizer for the US market
Strides entered into a collaboration with Pfizer, wherein Pfizer will
commercialise 40 off-patent sterile injectable and oral products in the
United States through its Established Products Business Unit. These
finished dosage form products will be licensed and supplied by Strides,
Onco Laboratories Limited and Onco Therapies Limited.
ii) Extended collaboration with Pfizer in additional geographies
The Company strengthened its partnership with Pfizer by signing two
additional License and Supply Agreements pursuant to which, Strides
will license and supply upto 38 generic Oncology products to Pfizer for
markets in the European Union, Canada, Australia, New Zealand, Japan
and Korea and supply niche sterile injectables for the U.S. market.
With the additional agreements signed, the collaboration between Pfizer
and Strides Arcolab now extends to a total of 45 products addressing
countries around the globe.
iii) Sale of product portfolio by Akorn-Strides llc to Pfizer Inc.
During the year, Akorn-Strides LLC, a Joint Venture (JV) between the
Company and Akorn Inc., USA entered into an agreement with Pfizer to
sell 22 abbreviated New Drug Approvals (ANDAs) owned by the JV.
The gross sale consideration of USD 63.20 Million was divided between
Akorn Inc., USA and the Company in the agreed ratio of 55.3797% and
44.6203%. The Company was entitled to USD 28.20 Million in cash as its
share of the consideration in addition to entering into supply
agreement with Pfizer for manufacture and supply of these products.
Settlement with K. V. pharmaceuticals company, USA.
The Company executed a settlement agreement with KV Pharmaceuticals
Company, USA (K.V Pharma) pursuant
to which the Company has retained all rights in relation to the
products developed under the License and Supply Agreement executed
earlier with K. V Pharma.
The settlement also provided for redemption of preference shares issued
to K.V Pharma.
Qualified Institutional Placement
During the year, the Company raised Rs.4,550 Million by way of private
placement of equity shares to Qualified Institutional Buyers. The
Company allotted 10,742,533 equity shares of Rs.10/- each at a price of
Rs.423.55 per share.
Redemption of FCCBs
During the year, the Company redeemed outstanding USD 34 Million of the
USD 40 Million FCCBs raised by the Company in the year 2005. USD 6
Million of the above was bought back during the year 2009. The total
payout for redeeming the Bonds was USD 46.50 Million as the Bonds were
redeemable at a premium of 136.78%.
Acquisitions/Investments/Joint Ventures
Acquisitions:
The Company completed consolidation of the Oncology Business by
restructuring the Oncology arrangements with Aspen. Consequently, the
Company now holds 100% stake in Onco Therapies Limited, India and Onco
Laboratories Limited, Cyprus which were earlier 50:50 Joint Venture
with Aspen.
As a part of well-articulated strategy to focus on core speciality
injectable business, the Company entered into an understanding with
Aspen to acquire the Penems and Penicillin facility in Campos, Brazil
with related products. This acquisition is subject to obtaining
necessary regulatory approval which are pending as of December 31,
2010.
The Company acquired 70% stake in Inbiopro Solutions Private Limited, a
Bangalore based bio-technology company. This acquisition made through
the Companys wholly owned subsidiary Agila Specialties Private Limited
marks the Company entry into the biologics space. The acquisition
enhances Companys Specialty portfolio while giving the Company a leap
start of at least 3 years in the fast growing and complex
biopharmaceutical industry. This acquisition consolidates the Companys
Specialty portfolio. The acquisition gives the Company immediate
access to a pipeline of 8 products estimated to have global sales of
over USD 28 Billion. Commercialization of these products is expected to
begin in 2013.
Investments:
During the year, Agila Specialties Private Limited (Agila), a wholly
owned subsidiary of the Company, allotted further shares to the Company
for a non-cash consideration equivalent to Rs.1,000 Million. The
allotment was pursuant to the hive-off of the Specialties business and
the Research and Development business of the Company to Agila.
Linkace Limited, Cyprus, a wholly owned subsidiary of the Company
acquired 100% stake in Strides Inc., USA, a subsidiary of the Company,
by acquiring 84.53% interest held by the Company, 11.18% interest held
by Strides Arcolab International Limited, United Kingdom, a wholly
owned subsidiary of the Company and balance 4.29% interest held by a
minority shareholder.
Linkace Limited, Cyprus, acquired additional 3 % stake in Ascent
Pharmahealth Limited (Ascent), a subsidiary of the Company listed in
the Australian Stock Exchange. Pursuant to this investment, the
Company now holds 60.33% shareholding interest in Ascent. During early
2010, the Company made a non-binding and indicative offer for acquiring
the minority shareholding of Ascent at AUD 0.35 per share (later
revised to AUD 0.40 per share) to be resulting in privatization of
Ascent. The privatization process is expected to be completed in 2011.
Linkace Limited, Cyprus, acquired the residual 49% stake in Co-Pharma
Limited, UK, from Aspen Global Incorporated, Mauritius, thereby
Co-Pharma became a wholly owned subsidiary of the Company.
Linkace Limited, Cyprus transferred its 80% stake in Formulle Naturelle
(Proprietary) Limited, South Africa to Aspen Pharmacare Holdings
Limited, South Africa.
Joint Ventures:
During the year, the Company restructured its US operations and
identified Strides Inc, USA as a holding entity for all its investments
in US. Consequently, the interest of the Company in Akorn-Strides LLC,
USA (a 50:50 JV between the Company and Akorn Inc., USA) and
Sagent-Strides LLC, USA (a 50:50 JV between SAIL, UK and Sagent Inc.,
USA) have been consolidated under Strides Inc.
6 SUBSIDIARIES
During the year, the following companies became subsidiaries of the
Company: African Pharmaceutical Development Company, Cameroon, Agila
Specialties (Malaysia) SDN BHD, Malaysia, Ascent Pharmacy Services Pty
Limited, Australia, Inbiopro Solutions Private Limited, India, Linkace
Investments Pty Ltd, Australia, Onco Laboratories Limited, Cyprus,
Strides Farmaceutica Participacoes Ltda, Brazil, Strides
Pharmaceuticals (Holding) Limited, Mauritius and Strides
Pharmaceuticals (Mauritius) Limited, Mauritius
7 RESEARCH & DEVELOPMENT
Detailed write-up on Research & Development activity forms part of the
annexure to the Directors report.
8 CONSOLIDATED FINANCIALS
In accordance with Accounting Standard AS-21 on consolidated financial
statements read with Accounting Standard AS-27 on Accounting for Joint
Ventures, the audited consolidated financial statements are provided in
this Annual report.
In terms of the Central Government approval under Section 212(8) of the
Companies Act, 1956, the audited Financial Statements of the Companys
subsidiaries have not been attached to this Report. The Financial
Statements of the said subsidiaries will be kept for inspection during
business hours by any investor at the registered office and the
corporate office of the Company. The Company will also make available
the audited annual accounts and related information of the subsidiary
companies, upon request by any investor of the Company.
9 CORPORATE GOVERNANCE
The Company has complied with all the mandatory requirements of
Corporate Governance specified by the Securities & Exchange Board of
India through clause 49 of the Listing Agreement. As required by the
said clause, a separate Report on Corporate Governance forms part of
the Annual Report of the Company. A certificate from the Statutory
Auditors of the Company regarding compliance with the conditions of
Corporate Governance also forms part of this Report.
10 MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to clause 49 of the Listing Agreement entered into with the
Stock Exchanges, Management Discussion and Analysis report forms part
of this Report.
11 FIXED DEPOSITS
The Company has not accepted any fixed deposits and accordingly no
amount is outstanding as on the balance sheet date.
12 EMPLOYEE Stock option SCHEMES
The Company has granted ESOPs to few eligible employees under the
Strides Arcolab ESOP 2006 and Strides Arcolab ESOP 2008 and to
Directors under Strides Arcolab ESOP 2008 (Directors), particulars of
which are provided in the Corporate Governance Report forming part of
this report. Further, Statement giving additional information in terms
of Regulation 12 of Securities and Exchange Board of India (Employee
Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines,
1999 is annexed to this Directors Report.
13 BOARD OF DIRECTORS
Mr. Deepak Vaidya and Mr. M.R Umarji are the Directors who retire by
rotation and being eligible, offer themselves for reappointment.
Mr. John Mathew, nominee director representing Export Import Bank of
India ceased to be a director of the Company w.e.f August 31, 2010 and
Mr. Mukul Sarkar has been nominated by Export Import Bank of India to
his position effective that date.
Dr. Ronald Ling, a non-executive director on the Board of the Company
resigned from the Company with effect from October 14, 2010. Dr. Ling
was a nominee of Zenith Pharmaceuticals Limited, Mauritius, a Foreign
Venture Capital Investor and his exit is pursuant to sale of
investments held by Zenith.
14 PERSONNEL
Information pursuant to Section 217 (2A) of the Companies act, 1956
read with Companies (Particulars of Employees) Rules, 1975 will be
provided on request.
15 DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 217 (2AA) of the companies Act 1956, the Directors
state that they have:
a) followed the applicable accounting standards in the preparation of
annual accounts. However the deviation on the accounting standard has
been with reference to the scheme of arrangement sanctioned by the
Honble High Court of Mumbai for amalgamation of the Companys
subsidiaries Global Remedies Limited, Grandix Pharmaceuticals Limited,
Grandix Laboratories Limited and Quantum Remedies Private Limited (the
transferor companies) with Strides Arcolab Limited (the transferee
company). Refer notes to accounts for details of the same.
b) selected such accounting policies and applied them consistently and
made adjustments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the
end of the financial year and of the profit of the Company for that
period.
c) taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies
Act 1956 for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities and
d) prepared the annual accounts on a going concern basis.
16 CONSERVATION OF ENERGY, R & D, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNING/OUTGO
The particulars as prescribed under Section 217(1)(e) of the Companies
Act, 1956 read with the Companies (Disclosure of particulars in the
report of Board of Directors) Rules, 1988 are set out in the Annexure
to the Directors Report.
17 STATUTORY AUDITORS
The Statutory Auditors viz., Deloitte Haskins & Sells, Chartered
Accountants, Bangalore (ICAI registration number 008072S) retire at the
conclusion of the ensuing Annual General Meeting and being eligible,
offer themselves for reappointment. Your Directors recommend their
reappointment.
18 DEPOSITORY SYSTEM
As the Members are aware, your Companys shares are tradable
compulsorily in electronic form and your Company has established
connectivity with both the depositories, i.e., National Securities
Depository Limited (NSDL) and Central Depository Services (India)
Limited. In view of the numerous advantages offered by the Depository
system, members are requested to avail the facility of
dematerialization of the Companys shares on either of the Depositories
as aforesaid.
19 ACKNOWLEDGEMENT
Your Directors place on record their sincere appreciation for the
significant contribution made by the employees through their
dedication, hard work and commitment and the trust and confidence
reposed on us by the medical profession and trade.
We also acknowledge the support and wise counsel extended to us by the
bankers, financial institutions, Government agencies, analysts,
shareholders and investors at large.
For and on behalf of the board of Directors
Arun Kumar - Vice Chairman & Managing Director
K.R. Ravishankar -Director
Place: Bangalore, India
Date : April 25, 2011
Dec 31, 2009
We are pleased to present the Nineteenth Annual Report together with
the Audited Accounts for the year ended December 31, 2009.
1. Financials
(Figures in Million)
Year ended Year ended
December 31, 2009 December 31, 2008
Rupees USD * Rupees USD *
1.1 Financial Results
Income 7,847.44 168.69 6,621.33 135.99
Operating Profit (EBIDTA) 1,290.33 27.74 1,353.74 27.80
Cash Profit / (Loss) 1,244.92 26.76 229.12 4.71
Net Profit / (Loss) 1,055.14 22.68 61.35 1.26
Retained Earnings 780.60 16.78 61.35 1.26
1.2 Profits
Operating Profit (EBIDTA) 1,290.33 27.74 1,353.74 27.80
Less : Interest 619.55 13.32 654.27 13.44
Depreciation and
Amortisation 226.85 4.88 188.77 3.88
Exceptional Items incl.
AS 30 721.61 15.51 466.33 9.58
Profit Before Tax 1,165.54 25.05 44.37 0.91
Less : Provision for Tax
Current 164.10 3.53 14.00 0.29
Deferred (57.05) 1.23 (21.00) (0.43)
Fringe Benefit Tax 3.35 0.07 4.02 0.08
Mat Credit Entitlement Nil (14.00) (0.29)
Profit / (Loss) After Tax 1,055.14 22.68 61.35 1.26
Add : Balance in Profit
and Loss Account (47.68) (1.02) (109.03) (2.24)
Available for
Appropriation 1,007.46 21.66 (47.68) (0.98)
1.3 Appropriations
Dividend
on Equity Shares (proposed) 60.32 1.30 Nil Nil
on Preference Shares 88.49 1.90 Nil Nil
Dividend Tax 25.29 0.54 Nil Nil
Transfer to General Reserve 52.76 1.13 Nil Nil
Balance carried to
Balance Sheet 780.60 16.78 (47.68) (0.98)
Note : *1 USD = Rs.46.52 (Exchange Rate as on December 31, 2009).
*1 USD = Rs.48.69 (Exchange Rate as on December 31, 2008).
Previous year figures have been regrouped/ restated wherever necessary
to make them comparable with those of the current year.
2. Turnover and Profits
The total income during the year under review was Rs.7,847.44 Million
as against Rs.6,621.33 Million in the previous year, an increase of
approximately 18.5%. The Company has posted a net profit of Rs.1,055.14
Million for the year ended December 31, 2009 as against a net profit of
Rs.61.35 Million for the year ended December 31, 2008.
On a consolidated basis, the income stood at Rs.13,283.41 Million
against Rs.13,312.46 Million; revenue from operations grew by 23%
(revenue from continuing operations grew by 33%).
Detailed analysis on financial performance is given in the Management
Discussion and Analysis Report which forms part of this DirectorsÃ
Report.
3. Dividend
The Board is pleased to recommend a dividend of 15% (i.e., Rs.1.50 per
equity share of Rs.10/- each) for the year ended December 31, 2009.
4. Capital
Authorised Share Capital
Pursuant to the approval of the Composite Scheme of Arrangement (the
Scheme) for amalgamation of Global Remedies Limited, Grandix
Pharmaceuticals Limited, Grandix Laboratories Limited and Quantum
Remedies Private Limited with and into Strides Arcolab Limited, the
Authorised Share Capital of the Company stands enhanced to
Rs.1,517,500,000 divided into 89,750,000 equity shares of Rs.10/- each
and 620,000 - 6% Cumulative Redeemable Preference shares of Rs.1,000/-
each.
Issued and Paid-up share capital The Company allotted
- 165,600 equity shares of Rs.10/- each fully paid up under its
Employee Stock Option Plans.
- 13,524 equity shares of Rs.10/- each fully paid up to the erstwhile
shareholders of Grandix Pharmaceuticals Limited and Grandix
Laboratories Limited in terms of the Composite Scheme of Arrangement
for amalgamation of Global Remedies Limited, Grandix Pharmaceuticals
Limited, Grandix Laboratories Limited and Quantum Remedies Private
Limited with and into the Company.
- 2,980,000 equity shares of Rs.10/- each were allotted to the Promoter
Group on conversion of equivalent numbers of warrants.
Consequent to the above allotments, the issued, subscribed and paid up
share capital of the Company is Rs.923,697,380 constituting 43,209,138
equity shares of Rs.10/- each and Rs.491,606 - 6% Cumulative Redeemable
Preference share of Rs.1000/- each.
5. Business and Outlook
The Company has delivered a strong performance in the year 2009 with
significant increase in Research and Development flings and business
development activities including a transformational deal with Pfizer
Inc., USA for Specialty Sterile injectables.
The Company also successfully completed the reorganisation of various
businesses resulting in well articulated business divisions.
The reorganisation involved hiving off itÃs Specialties Pharmaceuticals
and Research and Development Business to Strides Specialties Private
Limited, a wholly owned subsidiary, to attain greater efficiency.
The Company through a scheme of arrangement merged four of its
subsidiaries, i.e,. Global Remedies Limited, Grandix Pharmaceuticals
Limited, Grandix Laboratories Limited and Quantum Remedies Private
Limited with and into the Company.
The Company now operates under the following three business divisions:
- Specialties
- Pharmaceuticals
- Branded Generics
Pfizer transaction
The Company entered into a collaboration with Pfizer Inc. USA for
generic products. Under the agreement, Pfizer Inc. to commercialise 40
off-patent products - primarily injectable cancer medicines to
healthcare providers and patients in the United States. Products will
be licensed / supplied by the Company and its subsidiary Onco Therapies
Limited. First products are expected to be launched in the year 2010.
Restructure of Oncology arrangements The Company has restructured its
Oncology arrangements with Aspen to acquire 100% interest in the
Oncology JVs viz., Onco Therapies Limited (ÃOTLÃ), India and Onco
Laboratories Limited (ÃOLLÃ), for a consideration of USD 117 Million.
As part of the arrangement, Strides will license the existing and
future oncology products to Pharmacare Limited, an Aspen Group company,
for certain territories.
Acquisition of Penicillin and penems facility at Campos, Brazil from
Aspen The Company entered into an understanding with Aspen to acquire
Penems and Penicillins Facility in Campos, Brazil with related products
and IPs. Penems is a key domain for Strides for a consideration of
approx USD 75 Million. The acquisition to be completed subject to
obtaining regulatory approvals as may be required.
6. Acquisitions / Investments / Joint Ventures
Investments
During the year, the Company made additional investment of Rs.97.86
Million in the share capital of Onco Therapies Limited, a subsidiary of
the Company. This investment was made by way of transfer of assets
pertaining to Oncology plant which was under construction.
Joint Ventures
Strides Arcolab International Limited, a wholly owned subsidiary of the
Company exited from a 50:50 joint venture shareholding interest in
Laboratories Domac. S.L in Spain by sale of its entire holding to its
Joint Venture partner Invent Pharma S.L. Strides Arcolab International
Limited increased its stake from 70% to 96.57% in Beltapharm S.p.A,
Italy.
Strides Arcolab International Limited also acquired the residual 50%
stake in Plus Farma ehf, Iceland making Plus Farma ehf a wholly owned
subsidiary of the Company.
7. Subsidiaries
During the year under review, the following companies became
subsidiaries of the Company: Farma Plus AS, Norway, Green Cross Pharma
Pte Limited, Singapore [merged with Drug Houses of Australia (Asia) Pte
Limited, Singapore], Plus Farma ehf, Iceland, Pharmasava Australia Pty
Limited, Australia, Strides Specialties (Holdings) Cyprus Limited,
Cyprus, Strides Technology and Research Private Limited, India, Strides
Specialties (Holdings) Limited, Mauritius, Strides Specialty (Cyprus)
Limited, Cyprus, Strides Pharma (Cyprus) Limited, Cyprus.
8. Research and Development
Detailed write-up on Research and Development activity forms part of
the annexure to the Directorsà Report.
9. Consolidated financials
In accordance with Accounting Standard 21 on consolidated financial
statements read with Accounting Standard 27 on Accounting for Joint
Ventures, the audited consolidated financial statements are provided in
this Annual report.
In terms of the Central Government approval under Section 212(8) of the
Companies Act, 1956, the audited Financial Statements of the CompanyÃs
subsidiaries have not been attached to this Report. The Financial
Statements of the said subsidiaries will be kept for inspection during
business hours by any investor at the registered office and at the
corporate office of your Company and will also be displayed on the
CompanyÃs website www.stridesarco.com. The Company will also make
available the audited annual accounts and related information of the
subsidiary companies, upon request by any investor of the Company.
10. Corporate Governance
The Company has complied with all the mandatory requirements of
Corporate Governance specified by the Securities and Exchange Board of
India through clause 49 of the Listing Agreement. As required by the
said clause, a separate Report on Corporate Governance forms part of
the Annual Report of the Company. A certificate from the Statutory
Auditors of the Company regarding compliance with the conditions of
Corporate Governance also forms part of this Report.
11. Management Discussion and Analysis
Pursuant to clause 49 of the Listing Agreement entered into with the
Stock Exchanges, Management Discussion and Analysis Report forms part
of this Report.
12. Fixed deposits
The Company has not accepted any fixed deposits and accordingly no
amount is outstanding as on the balance sheet date.
13. Employee Stock Option Scheme
The Company has granted ESOPs to few eligible employees and Directors
under the Strides Arcolab ESOP 2006, Strides Arcolab ESOP 2008 and
Strides Arcolab ESOP 2008 (Directors) Schemes, particulars of which are
provided in the Corporate Governance Report forming part of this
Report. Further, Statement giving additional information in terms of
Regulation 12 of Securities and Exchange Board of India (Employee Stock
Option Scheme and Employee Stock Purchase Scheme)
Guidelines, 1999 is annexed to this Directorsà Report.
Consequent to the approval by the shareholders through postal ballot on
June 23, 2009, the Company has re-priced 1,295,000 outstanding stock
options to be granted at Rs.105.75/-
14. Board of Directors
Mr. K.R Ravishankar and Dr. Ronald Ling are the Directors who retire by
rotation and being eligible, offer themselves for reappointment.
Mr. V.S Iyer was appointed as an Additional Director of the Company by
the Board of Directors at its meeting held on January 19, 2010 in
accordance with Section 260 of the Companies Act, 1956. Mr. V.S Iyer
would hold office till the conclusion of the ensuing Annual General
Meeting of the Company. The requisite notices together with necessary
deposits have been received from a member pursuant to Section 257 of
the Companies Act, 1956 proposing the election of Mr. V.S Iyer as a
Director of the Company.
The Export Import Bank of India appointed Mr. John Mathew as the
nominee Director in place of Mr. D.G Prasad w.e.f July 1, 2009.
15. Personnel
Information pursuant to Section 217 (2A) of the Companies Act, 1956
read with Companies (Particulars of Employees) Rules, 1975 will be
provided on request.
16. Directorsà Responsibility Statement
In terms of Section 217 (2AA) of the Companies Act 1956, the Directors
state that they have:
a) followed the applicable accounting standards in the preparation of
annual accounts. However, the deviation on the accounting standard has
been carried out with reference to the scheme of arrangement explained
earlier, which is as per the court approved scheme. Refer Notes to
Accounts for details of the same.
b) selected such accounting policies and applied them consistently and
made adjustments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the
end of the financial year and of the profit / loss of the Company for
that period.
c) taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies
Act 1956 for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities and
d) prepared the annual accounts on a going concern basis.
17. Conservation of energy, R&D, technology absorption and foreign
exchange earning / outgo
The particulars as prescribed under Section 217 (1)(e) of the Companies
Act, 1956 read with the Companies (Disclosure of Particulars in the
Report of Board of Directors) Rules, 1988 are set out in the Annexure
to the Directorsà Report.
18. Statutory Auditors
The Statutory Auditors viz., Deloitte Haskins & Sells, Chartered
Accountants, Bangalore retire at the conclusion of the ensuing Annual
General Meeting and being eligible, offer themselves for reappointment.
Your Directors recommend their reappointment.
19. Depository System
As the Members are aware, your CompanyÃs shares are tradable
compulsorily in electronic form and your Company has established
connectivity with both the depositories, i.e., National Securities
Depository Limited and Central Depository Services (India) Limited. In
view of the numerous advantages offered by the Depository system,
members are requested to avail the facility of dematerialisation of the
CompanyÃs shares on either of the Depositories as aforesaid.
20. Acknowledgement
Your Directors place on record their sincere appreciation for the
significant contribution made by the employees through their
dedication, hard work and commitment and the trust and confidence
reposed on us by the medical profession and trade.
We also acknowledge the support and wise counsel extended to us by the
bankers, financial institutions, Government agencies, analysts,
shareholders and investors at large.
For and on behalf of the Board of Directors
Arun Kumar - Vice Chairman
and Managing Director
K.R. Ravishankar -Director
Place: Bangalore,
India. Date: April 22, 2010