The Directors have pleasure in presenting their 33rd Annual Report and
 Audited Accounts of the Company for the year ended 31 March 2011.
 
 FINANCIAL RESULTS
 
                                                (Rs in Millions)
 
                                                    Standalone
 
                                      2010-2011           2009-2010 
 
                                      Indian GAAP       Indian GAAP 
 
 Profit before Interest, 
 
 Depreciation & Tax                     3078.80           1724.49
 
 Less: Interest                          360.82            301.58
 
 Less: Depreciation                      209.88            212.78
 
 Less: Tax (Current Year & 
 
 Deferred Tax)                           386.32           (74.50)
 
 Profit after Tax                       2121.78           1284.63
 
 Surplus brought forward from 
 
 ear1ier years                          8511.12           7480.98
 
 
 APPROPRIATIONS
 
 Proposed Dividend on Equity Shares      108.11            107.94
 
 Tax on Proposed Dividend on 
 
 Equity Shares                            17.96             17.93
 
 Residual Dividend and Dividend Tax        0.50              0.16
 
 Transfer to General Reserves            212.19            128.46
 
 Balance carried to Balance Sheet      10294.14           8511.12
 
 
 DIVIDEND
 
 Your Directors recommend a Dividend of 40% (Rs 0.40 per equity share of
 Rs 1/- each) to be appropriated from the profits of the year 2010-11
 subject to the approval of the shareholders at the ensuing Annual
 General Meeting.  The dividend will be paid in compliance with
 applicable regulations. The dividend, if approved, will result in an
 outflow of Rs 126.07 million (including dividend tax).
 
 CONSOLIDATED ACCOUNTS
 
 The Consolidated Financial Statements for the year ended 31 March 2011
 have been prepared in accordance with International Financial Reporting
 Standards as permitted by SEBI. The Company has prepared information
 for the previous year as per IGAAP and therefore current year and
 previous year figures are not strictly comparable.  Accordingly, in
 preparation of these Financial Statements, the Company has not provided
 comparative information or related reconciliation as required by the
 SEBI Circular.
 
 RESULTS OF OPERATIONS
 
 On standalone basis the Company achieved a gross revenue of Rs 12122.48
 million and the Standalone operating profit before interest,
 depreciation & tax was Rs 3078.80 million as compared to Rs 1724.49
 million in the previous year.
 
 CHANGES IN CAPITAL STRUCTURE
 
 Issue of shares on exercise of Employees’ Stock Options:
 
 During the year, the Company allotted 4,34,500 Equity Shares of Rs 1/-
 each (on pari-passu basis) pursuant to exercise of Stock Options by the
 eligible employees of the Company and its subsidiaries.
 
 EMPLOYEE STOCK OPTION SCHEME During the year, Stock Options have been
 issued to the employees of the Company and its subsidiaries. On
 exercising the convertible options so granted, the paid-up equity share
 capital of the Company will increase by a like number of shares.
 
 The details of stock options granted by the Company are disclosed in
 compliance with Clause 12 of the Securities and Exchange Board of India
 (Employee Stock Options Scheme and Employee Stock Purchase Scheme),
 1999 and set out in the Annexure-B to this Report.
 
 LISTING AT STOCK EXCHANGES The Equity shares of the Company continue to
 be listed on Bombay Stock Exchange Ltd. and The National Stock Exchange
 of India Ltd.
 
 SUBSIDIARY COMPANIES
 
 During the year the Company has incorporated a subsidiary i.e. Glenmark
 Arzneimittel GmbH, Germany.
 
 The Ministry of Corporate Affairs has vide its General Circular No.: 2,
 2011 dated February 8, 2011 and 3, 2011 dated February 21, 2011 granted
 a general exemption under Section 212(8) of the Companies Act, 1956 in
 relation to the subsidiaries of the Company provided the Board of
 Directors of the Company by a resolution in writing give consent for
 not attaching the Balance Sheet, the Profit and Loss account and the
 annexures thereto.  The Board of Directors at their meeting, consented
 for not attaching the Balance Sheet, Profit and Loss Account and
 annexures thereto of the Susidiaries. The Audited Accounts of the
 subsidiaries together with its Directors’ Report and Auditors’ Report
 are available for inspection of members on any working day at the
 Corporate Office of the Company between 11 a.m. and 1 p.m.
 
 DIRECTORS
 
 Mr. D. R. Mehta, Mrs. B. E. Saldanha and Mrs. Cheryl Pinto retire by
 rotation at the ensuing Annual General Meeting and being eligible,
 offer themselves for re-appointment.
 
 Mr . A. S. Mohanty retired from the services of the Company w.e.f. 31
 March 2011 and consequently ceased to be Executive Director effective
 that date. He also resigned as a Director of the Company w.e.f. 10 May
 2011. Your Directors wish to place on record their sincere appreciation
 of the valuable contribution made by Mr. A. S. Mohanty during his
 tenure on the Board.
 
 Mr. Gracias Saldanha, Chairman stepped down as Chairman of the Board of
 Directors and was re-designated as Founder & Chairman Emeritus of the
 Company and Mr. Glenn Saldanha was elected as Chairman of the Board of
 Directors w.e.f. 10 May 2011.
 
 COST AUDITORS
 
 M/s. Sevekari Khare & Associates are the Cost Auditors of the Company.
 Due date for filing of Cost Audit Report by the Cost Auditor for the
 Financial Year 2010-11 is 30 September 2011.
 
 
 CORPORATE GOVERNANCE
 
 Report on the Corporate Governance forms an integral part of this
 Report. The Certificate of the Practicing Company Secretary certifying
 compliance with the conditions of Corporate Governance as stipulated in
 Clause 49 of the Listing Agreement with Stock Exchanges is annexed with
 the report on Corporate Governance.
 
 MANAGEMENT DISCUSSION AND ANALYSIS REPORT The management discussion and
 analysis report on the operations of the Company, as required under the
 Listing agreements with the stock exchanges is provided in a separate
 section and forms a part of this report.
 
 AUDITORS
 
 M/s. Walker, Chandiok & Co., Chartered Accountants, Auditors of the
 Company, retire at the conclusion of the ensuing Annual General Meeting
 and being eligible offer themselves for re-appointment.
 
 HUMAN RESOURCES
 
 Companys industrial relations continued to be harmonious during the
 year under review.
 
 PARTICULARS OF EMPLOYEES
 
 Information as required under the provisions of Section 217(2A) of the
 Companies Act, 1956 read together with the Companies (Particulars of
 Employees) Rules, 1975, as amended, are given in an Annexure forming
 part of this report.
 
 CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY
 ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO 
 
 The particulars as prescribed under Section 217(1)(e) of the Companies
 Act, 1956, read with the Companies (Disclosure of Particulars in the
 Report of Board of Directors) Rules, 1988 are set out in the Annexure-A
 to the Directors’ Report.
 
 DIRECTORS’ RESPONSIBILITY STATEMENT 
 
 Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
 confirm that -
 
 (i) in the preparation of the annual accounts, the applicable
 accounting standards have been followed along with proper explanation
 relating to material departures, if any;
 
 (ii) appropriate accounting policies have been selected and applied
 consistently and have made judgements and estimates that are reasonable
 and prudent so as to give a true and fair view of the state of affairs
 of the Company as at 31 March 2011 and of the profit of the Company for
 the year ended 31 March 2011;
 
 (iii) proper and sufficient care has been taken for maintenance of
 adequate accounting records in accordance with the provisions of the
 Companies Act, 1956 for safeguarding the assets of the Company and for
 preventing and detecting fraud and other irregularities;
 
 (iv) the annual accounts have been prepared on a going concern basis.
 
 GREEN INITIATIVE
 
 The Ministry of Corporate Affairs has taken the Green initiative in
 Corporate Governance by allowing paperless compliances by Companies
 through electronic mode.
 
 The Company supports the Green initiative and has accordingly decided
 to send all communications to its shareholders to their respective
 registered e-mail addresses.
 
 The Company appeals to its shareholders who are yet to register their
 e-mail addresses that they take necessary steps for registering same so
 that they can also become a part of the intiative and contribute
 towards a Greener environment.
 
 APPRECIATION AND ACKNOWLEDGEMENTS 
 
 Your Directors express their gratitude to the Company’s customers,
 shareholders, business partner’s viz. distributors and suppliers,
 medical profession, Company’s bankers, financial institutions including
 investors for their valuable sustainable support and Co-operation.
 
 Your Directors commend the continuing commitment and dedication of
 employees at all levels.
 
                            For and on behalf of the Board of Directors
 
                                                         Glenn Saldanha
 
                                           Chairman & Managing Director
 
 Mumbai
 
 Date: 10 May 2011.