The Directors are pleased to present the 25th Annual Report of the
Company together with the Audited Accounts for the financial year ended
March 31, 2012.
FINANCIAL RESULTS
Standalone financials Rs.Million
2011-12 2010-11
Gross Turnover 43787.3 42299.9
Profit before depreciation, finance
costs, tax and exceptional items 5925.6 10142.2
Depreciation/Amortization 1429.4 1250.4
Finance costs 931.1 550.2
Exchange difference adjusted to
borrowing cost (revised Schedule-VI) 1744.7 -
Profit before tax 1820.4 8341.6
Provision for tax/Deferred tax (952.1) 2116.5
Profit after tax before exceptional item 2772.5 6225.1
Less: Exceptional items 3198.6 287.1
Net Profit/(Loss) after
exceptional items (426.1) 5938.0
Balance brought forward from
previous year 15561.5 10900.9
Balance available for appropriation 15135.4 16838.9
Appropriations
Dividend on Equity Shares 291.1 587.2
Tax on Dividend 47.2 96.4
General Reserve - 593.8
Surplus carried to Balance Sheet 14797.1 15561.5
DIVIDEND
Your Directors have recommended a dividend of 100% i.e. Rs1 per equity
share of Rs1 against the dividend of Rs2 per share on the equity share of
Rs1 paid in the previous year.
In view of the loss for the financial year ended March 31, 2012 the
dividend is proposed to be paid out of accumulated profits of the
Company.
FINANCIAL HIGHLIGHTS
Your Company''s performance must be viewed against an extremely
challenging year for the western economies and a highly volatile
currency with a tendency to turn weak. Several of the advanced markets
that we deal with experienced weak growth, while the emerging markets
were implementing policies to dampen inflation. While these undermined
business confidence, the volatile rupee biased towards a weakening
trend added to the pressure throughout the financial year.
The first half of the current fiscal was challenging on account of
lower formulation sales, full impact of the USFDA alert on Unit VI
Cephalosporin manufacturing facility, subdued demand environment in
Europe, disruption in operations due to regional unrest and exchange
loss on repayment of foreign currency borrowings.
The fact that we achieved remarkable presence in each of our markets,
improved our volume sales and earned steadily growing margins,
underlines the robust business that Aurobindo has created and the
benefit of the actions your Company has taken to optimize operations
and hold costs on a sustainable basis.
However, there was a decline in dossier income by Rs1958 million on
year-on-year basis. Dossier income is non-recurring and subject to
periodic variability. The US formulation sales was shaded to the extent
of a potential USD 36 million as a full-year impact due to import
alert.
Despite constraints, consolidated net operating income was Rs46274
million showing a growth of 5.6% over the previous year. Gross sales
from formulations have been at Rs26020 million, which is 7.4% higher on
year-on-year basis.
The ARV sales have grown by 13.4% to Rs7866 million during the year
under review. Europe and the rest of the world geographies recorded a
sale of Rs6315 million, thereby growing at 17% over the financial year
2010-11. Gross sales from API have been at Rs20634 million which is
14.5% higher over the corresponding previous fiscal while the SSP sales
grew by 11.4%. There is a decline in Cephalosporin sales to the extent
11.8%. However, non-betalactam (non-penicillin and non-cephalosporin)
product sales has seen a rapid growth at 76% at Rs6870 million during
the year over Rs3901 million last year.
Profit from operations before other income, finance costs, foreign
exchange gain/loss, exceptional items, depreciation/ amortization and
tax for the year was Rs6101 million which is 13.2% of net operating
income, declined as compared to the previous year by 36.7%.
As already referred, EBITDA was impacted due to lower dossier income by
Rs1958 million. Loss of margin is mainly due to full year sales impact
on USFDA alert on Unit-VI, material consumption to net sales higher by
2.5% on account of change in sales mix, increase in staff cost by 1.4%
mainly due to the new hiring in Europe and USA, increase in other
expenses such as power, fuels, consumables and freight by 1.2%.
Further, your Company booked redemption premium of Rs3198.6 million
while the outstanding FCCBs were redeemed on due date in the first
quarter of the financial year.
As far as foreign exchange is concerned, the closing rupee- dollar rate
was Rs50.875 on March 31, 2012 while it was Rs44.595 on March 31, 2011.
The rupee has been highly volatile and depreciated by 14.1% during the
financial year. This has resulted in a net exchange loss of Rs2232.9
million during the year includes an amount of Rs1744.7 millions on
borrowings adjusted to finance charges as per revised Schedule VI. It
has also increased your Company''s borrowings by approximately Rs3500
million as on March 31, 2012 on account of restatement.
REVIEW OF OPERATIONS
Your Company consolidated its business during the year and climbed the
value chain by focusing on quality of its processes and products,
controlling the variable costs, building on its relationship with its
customers and enhancing the commitment towards environment, health and
safety.
On the product and process front, your Company worked on time cycle
reductions by practicing lean manufacturing concepts to improve
productivity. Similarly, process stabilization efforts increased
yields, while newer methods of recycling of solvents added to
by-product recoveries. Energy costs account for approximately 5.75% of
total revenue and the organization was audited and sensitized to make
judicious and effective use of energy to minimize costs, strive for
saving potential of 12% and enhance competitive position.
Several scale up efforts were attempted successfully which helped
launch new products. A new API plant was commissioned to cater
exclusively to the quality conscious Japanese market.
Members would be gratified to note that your Company has been launching
one new product in major markets, every month.
Despite increasing the product base and stepping up volume deliveries,
the capacity utilization is at around 50% in formulation facilities and
about 70% in the API units. The investments made in the past in
vertically integrated mega manufacturing facilities have provided
headroom for growth and enabled your Company to compete better for
several more quarters. The built-in manufacturing flexibility offers
Aurobindo the opportunity to optimize its product mix, reduce the time-
to-launch new products after regulatory approvals and provide customers
a single-window approach to draw from the large basket of approved
products from Aurobindo.
OUTLOOK
Aurobindo''s growth strategy will be to work towards profitable growth,
focus on high value products, ramp up its operations, with higher
utilization of capacities for top ten products both in APIs and
formulations and deliver larger volume of existing products and by
commercializing newer products that have received regulatory approvals.
Your Company has a basket of largest number of approved products. For
instance, the regulatory approvals for generics (ANDAs) as at March 31,
2011 were 133 which stood increased to 145 as at March 31, 2012.
The Company''s manufacturing facilities are approved by several leading
regulatory agencies like US FDA, UK MHRA, WHO, Health Canada, MCC
(South Africa) and ANVISA (Brazil). The Company''s robust product
portfolio is spread over 6 major therapeutic/ product areas
encompassing antibiotics, anti-retroviral, CVS, CNS,
gastroenterological, and anti-allergic, supported by an outstanding
R&D set-up. The Company is marketing these products globally, in over
125 countries. The intellectual property and a well-organized
manufacturing and marketing team will continue to add traction to the
growth trajectory.
The Company has benefited from several learning opportunities to
improve its processes with specific emphasis on quality and regulatory
requirements. At the same time, Aurobindo believes that improvements
need to be closely monitored internally as a dynamic day-to-day
exercise and every effort made to meet/ exceed expectations. The level
of vigilance has been raised to offer excellence through proactive
initiatives to carve out more focus and add impetus to the quality
culture in the production process. The accountability levels stand
enhanced with responsibility for vendor quality, adherence to quality
management systems and post-marketing surveillance.
Your Company has a mutually advantageous relationship with some of the
best pharma companies globally, who have shown enormous trust in
Aurobindo meeting their market needs. Your Company will continue to
strive building a strong relationship and be a dependable resource for
all of them. Their feedback has been positive in areas such as
collaboration, order handling and product quality which helped your
Company to further hone its systems and processes. Systematic
monitoring and management of customer relationships, reliable processes
and enhanced product quality has enabled Aurobindo to understand and
meet their needs and expectations.
Internally, several cost control measures have been put in place by
strengthening the budgeting process and carefully controlling cost of
operations and reducing overhead and capital expenditure. Production
unit-wise focus on bottom line improvement, alignment of input: output
ratios, productivity improvements and inventory management to lower the
holding costs are some of the aggressive efforts made to implement a
unified policy to enhance margins.
RECOGNITION
The export promotion council for EOUs and SEZ under Ministry of
Commerce & Industry, Government of India has selected your Company for
our outstanding export performance in 2009-10. Mr. Jyotiraditya M.
Scindia, Hon''ble Minister for State for Commerce & Industries handed
over the award on May 17, 2012.
RESEARCH & DEVELOPMENT
The year under review has been one of the formidable years for the API
R&D team in terms of the technology transfer dossiers (TTD)
submissions, patent filings and regulatory agency submissions. In
addition to working on close to 30 new products, the team also worked
on the various improvement initiatives on the commercialized products.
The R&D function has 68 projects under various stages of development
including 5 products with first-to-file (FTF) opportunities, 7
processes for patent applications, and 10 recipients. Several other
products are under active development in therapeutic areas such as
ophthalmic, inhalation and injectables and a few more have been taken
up for cost optimization.
During the year, the API R&D Center has been shifted from Bachupally to
Pashamylaram in a seamless manner and is fully operational. The new
Center is dedicated to API research (synthetic and analytical) along
with creating relevant intellectual property rights and is duly
supported by a strong regulatory affairs team.
ENVIRONMENT, HEALTH & SAFETY
Your Company is committed to ensuring ecological balance and protecting
the health and safety of its employees and neighborhood. In the long
run, environmentally conscious process design and development are
central ways to reduce harmful ecological impact. Therefore, the
Company has taken up initiatives to optimize energy efficiency,
minimize substances harmful to the environment and people, and recycle
materials and resources as far as practicable.
A few of the initiatives undertaken in 2011-12 include, introduction of
activity based risk assessment for non-process activities, enhancement
of the safety culture and work ethics on the shop floor and empowerment
of the safety committees charged with the task of improving the
well-being of the people and the neighborhood. More specifically, some
of the safety initiatives undertaken include:
- Process risk analysis in all the API units;
- A hazard and operability study (HAZOP) i.e. a structured and
systematic examination of existing process/operations were undertaken
to review all processes in API units in order to identify and evaluate
problems that may represent risks to personnel or equipment and steps
taken to prevent them;
- Activity based risk assessment for non-process activities
(warehouse, engineering, QC) in both API and formulation units;
- Devised specific handling procedures for hazardous chemicals and
training personnel on those procedures;
- Process safety testing - Determination of thermal conductivity of
all powders, flammability of powders which are non-conductive in
character; and,
- Review of layouts and product improvement and development by the
EHS team, before finalization of new projects.
Several initiatives were also made in the area of environmental
management. A few of them are listed below:
- Achieved zero process liquid discharge status at two API Units
(Units VIII and IX);
- Installed on-line stack monitoring equipment for boiler stacks at
Units I, V and VI;
- Installed and commissioned stripper, multiple-effect evaporator
(MEE) and agitated thin film drier (ATFD) at Unit XI;
- Installation of stand-by wastewater treatment systems at Units V
and IX (MEE and ATFD) for business continuity;
- Entered in to agreements with cement units for disposal of liquid
organic wastes at ''zero'' handling and disposal costs;
- Sewage treatment plant at Unit I;
- Initiation for installation of continuous ambient air quality
monitoring station at Unit XI; and,
- Accredited to ISO:14001 certification for Units VI (A&B).
During the year under review, your Company was proud to receive the
National Award for Energy Excellence & Energy Management
- 2010 conferred by the Confederation of Indian Industry (CII) for Unit
I.
FOREIGN CURRENCY CONVERTIBLE BONDS
During 2006-07, your Company had issued 150,000 Zero Coupon Foreign
Currency Convertible Bonds of USD 1,000 each due in 2011 (Tranche A
Bonds) and 50,000 Forward Conversion Convertible Bonds of USD 1,000
also due in 2011 (Tranche B Bonds). After repurchase and cancellation
(43,750 of Tranche A bonds and 17,050 of Tranche B bonds), the
outstanding 106,250 of Tranche A bonds and 32,950 of Tranche B bonds
were repaid on due date in May, 2011 at 146.285% and 146.991%
respectively to the principal amount.
The redemption premium (Yield to Maturity) has been charged to the
Statement of Profit and Loss and is disclosed as an exceptional item in
the financial results. By virtue of such redemption, all outstanding
FCCBs have been fully redeemed and extinguished.
SUBSIDIARIES/JOINT VENTURES
The reports and accounts of the subsidiary companies are not annexed to
this Report. The Board of Directors of the Company have approved and
passed a resolution in this regard. A statement pursuant to the
provisions of Section 212 of the Companies Act, 1956 is annexed.
Annual accounts of the subsidiary companies are kept for inspection by
any Member at the Registered Office of the Company as well as at the
Registered Office of the respective subsidiary companies. Any Member
interested in a copy of the accounts of the subsidiaries may write to
the Company Secretary.
HUMAN RESOURCES
Your Company has been ably managed and competitively better positioned
by the commitment demonstrated by all the 8,635 employees in their
effort generate sustainably profitable growth. They are the key
building block for implementing the Company''s strategy and the
financial year 2011-12 saw them respond flexibly to the dynamic changes
in a highly challenging globalized market.
Several business excellence initiatives started in 2010-11 under the
program Aurobindo Achieving Competitive Edge (A CE) has been further
strengthened during the year under review with the involvement of more
teams at shop floor level. Significant number of project proposals on
yield improvement, quality enhancement, waste reduction and
productivity upscale are implemented at both formulation and API units.
A cross
functional team has been formed to validate the results and share the
critical learning across the organization. A CE platform has given
significant opportunity to the people at all levels to exercise their
creative talents and channelize their potential to impact the company''s
performance in a positive manner.
DIRECTORS
Dr. K. Ramachandran ceased to be Director due to his resignation from
the Board with effect from May 3, 2011. The Board places on record its
appreciation for the services rendered by him as a Director during his
association with the Company.
Dr. C. Channa Reddy has been appointed as an Additional Director of
your Company with effect from January 18, 2012 and pursuant to Section
260 of the Companies Act, 1956 and Article 37 of the Articles of
Association of the Company, he holds office up to the date of the
ensuing Annual General Meeting and being eligible, offers himself for
appointment.
In accordance with the provisions of the Companies Act, 1956 read with
the Articles of Association of the Company, Mr. M. Sitarama Murthy, Dr.
D. Rajagopala Reddy and Dr. P.L. Sanjeev Reddy retire by rotation at
the ensuing Annual General Meeting. All of them being eligible, offer
themselves and seek re-appointment except Dr. Sanjeev Reddy.
Dr. P.L. Sanjeev Reddy expressed his intention not to seek
re-reappointment. The members of the Board place on record the deep
sense of appreciation for the services rendered by Dr. Sanjeev Reddy
during his tenure as a member of the Board.
The re-appointment of Dr. M. Sivakumaran, and Mr. M. Madan Mohan Reddy,
Wholetime Directors are being proposed at the ensuing Annual General
Meeting.
Mr. K. Nithyananda Reddy seeks to relinquish his responsibilities as
Managing Director of the Company and the Board has appointed him as
Wholetime Director of your Company designated as Vice Chairman with
effect from June 1, 2012 subject to approval of the Members at the
ensuing Annual General Meeting.
Mr. N. Govindarajan has been appointed as a Director of the Company
with effect from June 1, 2012 and pursuant to Section 260 of the
Companies Act, 1956 and Article 37 of the Articles of Association of
the Company, he holds office up to the date of the ensuing Annual
General Meeting and being eligible, offers himself for appointment.
Further, Mr. Govindarajan has been appointed as Managing Director of
the Company with effect from June 1, 2012 subject to approval of the
Members at the ensuing Annual General Meeting.
Mr. Ravindra Y. Shenoy has been appointed as a Director of the Company
with effect from June 1, 2012 and pursuant to Section 260 of the
Companies Act, 1956 and Article 37 of the Articles of Association of
the Company, he holds office up to the date of the ensuing Annual
General Meeting and being eligible, offers himself for appointment.
Further, Mr. Shenoy has been appointed as Joint Managing Director of
the Company with effect from June 1, 2012 subject to approval of the
Members at the ensuing Annual General Meeting.
Mr. P.V. Ramprasad Reddy seeks to relinquish his responsibilities as
Executive Chairman of the Company with effect from June 1, 2012 and
continues to be on the Board as a Whole time Director.
Mr. K. Ragunathan, an Independent Director, has been appointed as
Non-Executive Chairman of the Board with effect from June 1, 2012.
A brief profile of Dr. C. Channa Reddy, Mr. M. Sitarama Murthy, Dr. D.
Rajagopala Reddy, Mr. K. Nithyananda Reddy, Dr. M. Sivakumaran, Mr. M.
Madan Mohan Reddy, Mr. N. Govindarajan and Mr. Ravindra Y. Shenoy are
provided in the Report on Corporate Governance forming part of the
Annual Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 217 (2AA) of the Companies Act,
1956 as amended, the Board of Directors confirms that in the
preparation of the Statement of Profit and Loss for the year ended
March 31, 2012 and the Balance Sheet as at that date:
i. the applicable accounting standards have been followed:
ii. 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 as at the end of the financial year and of the loss of the
Company for the year;
iii. proper and sufficient care has been taken 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,
iv. the annual accounts have been prepared on a going concern basis.
CORPORATE GOVERNANCE
The certificate of the Practicing Company Secretary Mr. S. Chidambaram
with regard to compliance of conditions of corporate governance as
stipulated under Clause 49 of the Listing Agreement with the stock
exchanges in India is annexed.
AUDITORS & AUDITORS'' REPORT
M/s. S.R. Batliboi & Associates, Chartered Accountants retire at the
ensuing Annual General Meeting and being eligible, offer themselves for
re-appointment as Statutory Auditors of the Company for the financial
year 2012-13.
The notes on financial statements referred to in the Auditors'' Report
are self explanatory and do not call for any further comments.
COST AUDITORS
M/s. Sagar & Associates, Cost Accountants, have been reappointed as
Cost Auditors of the Company with the consent of the Government of
India to conduct cost audit of both the bulk drug and formulations
divisions of the Company for the year 2011-12. The due date for filing
cost audit report reports of the Company for 2010-11 was September 30,
2011 and the same was filed with the Ministry of Corporate Affairs on
September 26, 2011.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ETC.
Information in accordance with the provisions of 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 is given
in Annexure I forming part of this Report.
FIXED DEPOSITS
Your Company has not accepted any fixed deposits during the year under
review. As such no amount of principal or interest was outstanding on
the date of the Balance Sheet.
INDUSTRIAL RELATIONS
As in the earlier years, your Company had cordial relations with its
employees at all levels. There is a continuous effort to step up
leadership and technical skills that has helped them function better,
stay focused on systems and best practices and in the process, build a
robust Aurobindo with capabilities to face emergent challenges.
PARTICULARS OF EMPLOYEES
The particulars of employees as required to be disclosed in accordance
with the provisions of Section 217 (2A) of the Companies Act, 1956 and
the Companies (Particulars of Employees) Rules, 1975 as amended are
annexed to the Directors'' Report. However, as per the provisions of
Section 219 (1)(b)(iv) of the Companies Act, 1956 the Report and
Accounts are being sent to all the Members of the Company excluding the
aforesaid information. Any Member interested in obtaining such
particulars may write to the Company Secretary.
EMPLOYEE STOCK OPTION SCHEME
At the Annual General Meeting of the Company held on July 31, 2004 the
Members approved formulation of Employee Stock Option Scheme - 2004
(ESOP 2004) for the eligible employees and Directors of the Company and
its subsidiaries.
Further, the Members at the Annual General Meeting of the Company held
on September 18, 2006 approved formulation of Employee Stock Option
Scheme - 2006 (ESOP 2006) for the eligible employees and Directors of
the Company and its subsidiaries.
During the year 1,205,000 options were granted under ESOP- 2006.
Further, no options were exercised and no shares were allotted under
the ESOP Schemes.
Details of the options granted up to March 31, 2012 are set out in the
annexure to this Report, as required under Clause 12 of the Securities
and Exchange Board of India (Employee Stock Options Scheme and Employee
Stock Purchase Scheme) Guidelines, 1999.
ACKNOWLEDGEMENTS
Your Board is grateful for the passion, dedication and commitment
demonstrated on the job by all employees and is confident that they
shall continue to underwrite the Company''s growth. Your Company as in
the past, looks forward to the support and encouragement from the
customers and business associates. Your Directors thank the banks,
financial institutions, government departments and shareholders and
seeks their continuing guidance and assistance in all our future
endeavors.
For and on behalf of the Board
Hyderabad P. V. RAMPRASAD REDDY
May 29, 2012 Chairman |