The Directors are pleased to present the 27th annual report for the year
ended 31 March 2011.
FINANCIAL HIGHLIGHTS
table 1 gives the financial highlights of the Company for the financial
year 2010-11 as compared to previous financial year on Indian GAAP
standalone basis.
DIVIDEND
Your Directors are pleased to recommend a dividend of Rs. 11.25 per
equity share of Rs. 5/- each (225%) for the financial year 2010-11. The
dividend, if approved at the ensuing Annual General Meeting, will be
paid to those shareholders whose names appear on the register of
members of the Company as on 5 July 2011.
The dividend would be tax-free in the hands of the shareholders.
SHARE CAPITAL
The paid up share capital of your Company increased by Rs. 2.04 millions
in the financial year ended 31 March 2011, due to allotment of 407,347
equity shares on exercise of stock options by the eligible employees
under Dr. Reddys Employees Stock Option Scheme, 2002 and Dr. Reddys
Employees ADR Stock Option Scheme, 2007.
ISSUE OF UNSECURED, REDEEMABLE, NON-CONVERTIBLE BONUS DEBENTURES
During the financial year, the Scheme of Arrangement between the Company
and its members for issuance of unsecured, redeemable, non-convertible,
fully paid up debentures of Rs. 5/- each (Bonus Debentures) from the
general reserve, was approved by the Honble High Court of Judicature,
Andhra Pradesh at Hyderabad vide order dated 19 July 2010. The Scheme
came into effect on 1 February 2011.
1
financial highlights for the financial year ended 31 march (Rs. millions)
2011 2010
income 54,241 47,246
Gross profit 12,998 13,072
Depreciation 2,479 2,224
Profit before tax 10,519 10,848
Taxation
- Current tax (1,585) (2,387)
net profit for the year 8,934 8,461
Add: Profit and loss brought forward 25,541 20,391
Add: Adjustment on merger of Perlecan
Pharma Private Ltd. - (248)
Add: Transfer from General Reserve 5,972 -
total available for appropriation 40,447 28,604
Appropriations:
Proposed dividend on equity shares 1,904 1,900
Tax on proposed dividend 309 316
Dividend of previous years (including tax) 4 1
Debenture Redemption Reserve 19 -
Issuance of Bonus Debentures as per scheme 5,078 -
Dividend Distribution Tax on distribution
as per scheme 843 -
Transfer to General Reserve 893 846
Balance carried forward 31,397 25,541
Accordingly, 1,015,516,392 Bonus Debentures amounting to Rs. 5,078
millions were issued to the members, in the ratio of six debentures for
every equity share held by them on the record date i.e. 18 March 2011.
These Bonus Debentures have since been listed on Bombay Stock Exchange
and National Stock Exchange and rated LAA+ by ICRA.
CORPORATE GOVERNANCE AND ADDITIONAL INFORMATION TO SHAREHOLDERS
A detailed report on the corporate governance systems and practices of
the Company are given in a separate section of the annual report
2010-11. Detailed information for the shareholders is given in
Additional Shareholders Information section.
MANAGEMENT DISCUSSION AND ANALYSIS
A detailed report on the Management Discussion and Analysis is provided
as a separate section in the annual report.
SUBSIDIARY COMPANIES
The Company has 45 subsidiaries as on 31 March 2011.
During the year, Idea2Enterprises (India) Private Limited, Dr. Reddys
Laboratories Romania SRL, I-Ven Pharma Capital Limited, Dr. Reddys
Laboratories Tennessee LLC and Dr. Reddys Venezuela C.A. became
wholly-owned subsidiaries of the Company. Further, Dr. Reddys
Laboratories (Proprietary) Limited also became wholly-owned subsidiary
by virtue of purchase of its balance 40% stake by the Company.
During the year, Macred India Private Limited ceased to be a subsidiary
of the Company.
As per Section 212 of the Companies Act, 1956, we are required to
attach the Directors Report, Balance Sheet and Profit and Loss Account
of our subsidiaries to our annual report. The Ministry of Corporate
Affairs, Government of India vide its circular no. 2/2011 dated 8
February 2011 has provided an exemption to companies from complying
with Section 212, provided such companies publish the audited
consolidated financial statements in the annual report. Accordingly, the
annual report 2010-11 does not contain the financial statements of our
subsidiaries. The audited annual accounts and related information of
our subsidiaries, where applicable, will be made available for
inspection during business hours at our registered offce in Hyderabad,
India. The same will also be published on our website,
www.drreddys.com.
The consolidated financial statements, in terms of Clause 32 of the
Listing Agreement and prepared in accordance with Accounting Standard
21 as specifed in Companies (Accounting Standards) Rules, 2006 also
form part of this annual report.
The members, if desire, may write to Company Secretary at Dr. Reddys
Laboratories Limited, 8-2-337, Road No. 3, Banjara Hills, Hyderabad –
500034 to obtain a copy of the financials of the subsidiary companies.
FIXED DEPOSITS
Your Company has not accepted any fixed deposit under Section 58A of the
Companies Act, 1956 from the public.
However, pursuant to the provisions of Section 58A of the Companies
Act, 1956, read with Companies (Acceptance of Deposit) Rules, 1975, the
unsecured, redeemable, non-convertible, fully paid-up bonus debentures
amounting to Rs. 5,078 millions, issued by the Company pursuant to the
Scheme of Arrangement, approved by the Honble High Court of
Judicature, Andhra Pradesh, may be classifed as deposit. No amount of
principal or interest on such debentures was due as at the Balance
Sheet date.
DIRECTORS
As per Article 113 of the Articles of Association of the Company, Mr.
Anupam Puri and Dr. Bruce L A Carter retire by rotation at the
forthcoming Annual General Meeting scheduled on 21 July 2011 and being
eligible, seek re-appointment. The brief profles of Mr. Anupam Puri and
Dr. Bruce L A Carter are given in the Corporate Governance section of
the annual report for reference of the members.
The Board of Directors in their meeting held on 25 January 2011 had
re-appointed Dr. K Anji Reddy as Whole Time Director designated as
Chairman of the Company for a further period of fve years effective 13
July 2011 and Mr. G V Prasad as Whole Time Director designated as
Vice-Chairman and Chief Executive Officer of the Company for a further
period of fve years effective 30 January 2011. These re-appointments
are subject to the shareholders approval and the resolutions to this
effect have accordingly been included in the notice convening 27th
Annual General Meeting scheduled on 21 July 2011.
AUDITORS
The Statutory Auditors of the Company M/s. B S R & Co., Chartered
Accountants, retire at the ensuing Annual General Meeting and have
confrmed their eligibility and willingness to accept offce of the
Statutory Auditors, if reappointed. The Audit Committee and the Board
of Directors recommend the reappointment of M/s. B S R & Co. as
Statutory Auditors of the Company for the financial year 2011-12 for
shareholders approval.
COST AUDIT
Pursuant to Section 233B of the Companies Act, 1956, the Central
Government has prescribed cost audit of the Companys bulk drug
division and formulation division.
Based on the recommendations of the Audit Committee, and subject to the
approval of the Central Government the Board of Directors had appointed
M/s. Sagar & Associates as Cost Auditors of the Company for the
financial year 2010-11. The cost audit report would be fled with the
Central Government as per timeline.
The relevant cost audit reports for the financial year 2009-10 for bulk
drug division and formulation division were fled within the due date on
September 16 and 17, 2010. The due date for fling these reports was 27
September 2010.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 217 (2AA) of the Companies Act, 1956, your
Directors confrm as under:
1. In preparation of annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
2. Accounting policies have been selected and applied consistently and
judgments and estimates made, 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 2010-11 and of Profit of the Company for that
period;
3. Proper and suffcient care has been taken to maintain 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;
4. Annual accounts have been prepared on an on- going concern basis.
TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO IEPF
Pursuant to the provisions of Section 205A(5) of the Companies Act,
1956, the declared dividends, which remained unpaid or unclaimed for a
period of seven years have been transferred by the Company to the
Investor Education and Protection Fund (IEPF) established by the
Central Government pursuant to Section 205C of the said Act.
EMPLOYEES STOCK OPTION SCHEMES
Pursuant to the provisions of Guideline 12 of the Securities and
Exchange Board of India (Employee Stock Option Scheme and Employee
Stock Purchase Scheme), Guidelines, 1999, as amended, the details of
stock options as on 31 March 2011 under the Dr. Reddys Employees
Stock Option Scheme, 2002 and the Dr. Reddys Employees ADR Stock
Option Scheme, 2007 are set out in the annexure – 1 to the Directors
Report.
PARTICULARS OF EMPLOYEES
Pursuant to the provisions of Section 217(2A) of the Companies Act,
1956 read with Companies (Particulars of Employees) Rules, 1975, as
amended, the names and other particulars of employees are set out in
the annexure – 2 to the Directors Report.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENTS, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO
The particulars as prescribed under Section 217(1)(e) of the Companies
Act, 1956, read with the Companies (Disclosure of Particulars in the
Report of Board of Directors) Rule, 1988 are set out in the annexure –
3 to the Directors Report.
GROUP FOR INTER SE TRANSFER OF SHARES
Based on the information received from the Promoters and as required
under Clause 3(1)(e)(i) of the Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeover) Regulations, 1997,
persons constituting Group as defned in the Monopolies and
Restrictive Trade Practices Act, 1969, for the purpose of Regulation
3(1)(e)(i) of the aforesaid SEBI Takeover Regulations comprises:
Dr. Reddys Holdings Limited, Dr. Reddys Investments and Advisory LLP,
Dr. Reddys Income Advisory LLP, APS Invest Advisory LLP, ASP Income
Advisory LLP, APS Trust, Dr. Kallam Anji Reddy, Mr. Gunupati
Venkateswara Prasad, Mr. Gunupati Venkateswara Prasad (HUF), Mr. Kallam
Satish Reddy, Mr. Kallam Satish Reddy (HUF), Mrs. K Samrajyam, Mrs. G
Anuradha, Mrs. K Deepti Reddy, Miss. G Vani Sanjana Reddy and Miss. G
Mallika Reddy.
ACKNOWLEDGEMENT
Your Directors place on record their sincere appreciation for
significant contribution made by the employees through their dedication,
hard work and commitment and the trust reposed on us by the medical
fraternity and the patients. We also acknowledge the support and wise
counsel extended to us by the analysts, bankers, government agencies,
shareholders and investors at large. We look forward to having the same
support in our endeavor to help people lead healthier lives.
For Dr. reddys Laboratories Limited
DR. K AnJi REDDY
CHAIRMAN
Place: Hyderabad
Date: 13 may 2011
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