The Directors have pleasure in presenting the 50th annual report and audited
 accounts for the year ended December 31, 2010.
  
 
STANDALONE WORKING RESULTS UNDER INDIAN GAAP
  
 

  

   

   
 
   
   
   

   
Rs. in Million
   
  
  

   

   
 
   
   
   

   
Year ended
   
December 31,
   
2010
   
   

   
Year ended
   
December 31,
   
2009
   
  
  

   

   
Net Sales
   
   

   
52,667.09
   
   

   
45,359.09
   
  
  

   

   
Expenditure
   
   

   
51,086.39
   
   

   
43,255.83
   
  
  

   

   
Profit Before Tax
   
   

   
15,652.45
   
   

   
10,619.17
   
  
  

   

   
tax charge
   
   

   
4,165.19
   
   

   
4,899.33
   
  
  

   

   
Profit After Tax
   
   

   
11,487.26
   
   

   
5,719.84
   
  
  

   

   
Balance as per last Balance Sheet
   
   

   
(2,532.23)
   
   

   
(8,265.83)
   
  
  

   

   
transfer from Foreign projects reserve
   
   

   
4.59
   
   

   
13.76
   
  
  

   

   
Profit available for Appropriation
   
   

   
8,959.62
   
   

   
(2,532.23)
   
  
  

   

   
Appropriations:
   
   

   
 
   
   
   

   
 
   
   
  
  

   

   
proposed Dividend
   
   

   
842.08
   
   

   
–
   
  
  

   

   
tax on proposed Dividend
   
   

   
139.86
   
   

   
–
   
  
  

   

   
transfer to General reserve
   
   

   
1,149.00
   
   

   
–
   
  
  

   

   
Surplus/(Deficit) carried forward
   
   

   
6,828.68
   
   

   
(2,532.23)
   
  
  

   

   
CONSOLIDATED WORKING RESULTS UNDER INDIAN GAAP
   
   

   
 
   
   
   

   
 
   
   
  
  

   

   
Net Sales
   
   

   
85,506.73
   
   

   
73,441.32
   
  
  

   

   
Expenditure
   
   

   
77,101.95
   
   

   
72,232.55
   
  
  

   

   
Profit Before Tax
   
   

   
23,217.21
   
   

   
10,097.62
   
  
  

   

   
tax Charge
   
   

   
5,848.76
   
   

   
6,990.87
   
  
  

   

   
Profit After Tax
   
   

   
17,368.45
   
   

   
3,106.75
   
  
  

   

   
Share in Loss of associates(net)
   
   

   
(59.15)
   
   

   
(32.38)
   
  
  

   

   
provision for diminution in the value of long term investment in
   associates
   
   

   
2,216.20
   
   

   
–
   
  
  

   

   
Minority Interest
   
   

   
(125.59)
   
   

   
(109.45)
   
  
  

   

   
Profit For The Year
   
   

   
14,967.51
   
   

   
2,964.92
   
  
  

   

   
Balance as per last Balance Sheet
   
   

   
(1,031.24)
   
   

   
(4,009.92)
   
  
  

   

   
transfer from Foreign projects reserve
   
   

   
4.59
   
   

   
13.76
   
  
  

   

   
Profit Available for Appropriation
   
   

   
13,940.86
   
   

   
(1031.24)
   
  
  

   

   
proposed Dividend
   
   

   
842.08
   
   

   
–
   
  
  

   

   
tax on proposed Dividend
   
   

   
139.86
   
   

   
–
   
  
  

   

   
transfer to General reserve
   
   

   
1,149.00
   
   

   
–
   
  
  

   

   
Surplus/(Deficit) Carried Forward
   
   

   
11,809.92
   
   

   
(1031.24)
   
  
 
  
 
CONSOLIDATED FINANCIAL STATEMENTS
  
 
Consolidated Financial Statements for the year ended December 31, 2010,
 under Indian Gaap form part of the annual report.
  
 
OPERATIONS
  
 
The Company recorded consolidated sales of Rs. 85,507 millions against rs.73,441 millions in the previous year, registering a growth of
 16 %. the growth in turnover was higher than the net
 growth registered by the Pharma industry in previous
 year. profit Before tax stood at Rs. 23,217.21
 millions against Rs. 10,097.62 millions for the previous year registering a
 growth of 130%. profit after tax and provision for
 diminution in value of investments in associates and minority interest stood at
 rs.14,967.51 millions against rs.2,964.92 millions for the previous year.
 Higher profits in the year are primarily on account of improved gross margin
 levels due to changes in product mix, revenues from First to File
 products in the US market, cost optimization and favorable forex
 movement. Continued focus of the Company on cost optimization and efficient
 working capital management is reflected in the strong growth in the operating
 profit.
  
 
As the Company and Daiichi Sankyo Company, Ltd. (DS), its holding Company,
 evolve in their pursuit of the Hybrid Business Model to leverage their mutual
 strengths, many opportunities in the front and back-end become available. the Company is working on various such initiatives.
  
 
The Company is continuously making sincere efforts for an early resolution
 of the issues raised by USFDa and the Department of
 Justice, USA and is fully co-operating with the concerned authorities.
  
 
DIVIDEND
  
 
Your Directors recommend a dividend of Rs. 2.00 per share of par value of
 Rs. 5/- each for the year ended December 31, 2010.
  
 
CHANGES IN CAPITAL STRUCTURE
  
 
Allotment of shares on exercise of Employees’ Stock Options
  
 
During the year, the Company allotted equity Shares (on pari-passu
 basis) pursuant to exercise of Stock options by the eligible employees, as
 summarized below:
  
 

  

   

   
Date of Allotment
   
   

   
No. of Shares
   
  
  

   

   
January 13, 2010
   
   

   
105,888
   
  
  

   

   
April 13, 2010
   
   

   
144,956
   
  
  

   

   
July 12, 2010
   
   

   
85,955
   
  
  

   

   
October 8, 2010
   
   

   
286,536
   
  
 
  
 
SUBSIDIARIES AND JOINT VENTURES
  
 
In view of the business model of the Company in Japan, Ranbaxy Japan K.K., a
 wholly owned subsidiary of the Company has been liquidated. Further, during the
 year, two non–operating wholly owned subsidiaries viz. Lapharma
 GmbH at Germany and Ranbaxy N.A.N.V, at Antilles, (The Netherlands) were also
 liquidated.
  
 
With a view to create a sustainable business base in North Africa, the
 Company has set up a wholly owned subsidiary in Morocco under the name of
 Ranbaxy Morocco LLC.
  
 
A statement pursuant to section 212 of the Companies act, 1956, relating to
 subsidiary companies is attached to the accounts. In terms of the approval
 granted by the Central Government vide letter no. 47/718/2010–CL–III dated
 December 28, 2010 under Section 212(8) of the Companies act, 1956, the audited
 accounts and reports of Board of Directors and auditors of the Company’s
 subsidiaries have not been annexed to this annual report. the
 consolidated financial statements prepared in accordance with accounting
 Standard – 21 issued by the Institute of Chartered accountants of India
 presented in this annual report include the financial information of the
 subsidiary companies.
  
 
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
  
 
Management Discussion and analysis report, as required under the Listing
 agreements with the Stock exchanges, is enclosed at Annexure ‘A’
 .
  
 
EMPLOYEES’ STOCK OPTION SCHEME
  
 
Information regarding the employees’ Stock option Schemes is enclosed at
 Annexure ‘B’.
  
 
LISTING AT STOCK EXCHANGE
  
 
The equity Shares of the Company continue to be listed on Bombay Stock
 exchange Ltd. and the national Stock exchange of India Ltd. Global Depository
 Shares are listed on the Stock exchange at Luxembourg and Foreign Currency
 Convertible Bonds are listed on the Singapore exchange Securities trading Ltd.
 the annual listing fees for the year 2010–2011 have been paid to these
 exchanges.
  
 
DISCLOSURE OF PARTICULARS
  
 
As required by the Companies (Disclosure of particulars in the report of
 Board of Directors) rules, 1988, the relevant information and data is given at
 Annexure ‘C’.
  
 
FIXED DEPOSITS
  
 
The Company has not invited / received any fixed deposits during the year.
  
 
DIRECTORS’ RESPONSIBILITY STATEMENT
  
 
In terms of provisions of Section 217(2aa) of the Companies act, 1956,
 (“act”), your Directors confirm that:
  
 
(i) In the preparation of the annual accounts, the
 applicable accounting standards have been followed, alongwith
 proper explanation relating to material departures, wherever applicable.
  
 
(ii) 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, as
 at the end of the accounting year and of the profit of the Company for the
 year.
  
 
(iii) 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.
  
 
(iv) The Directors have prepared the annual
 accounts on a going concern basis.
  
 
DIRECTORS
  
 
Mr. Atul Sobti stepped
 down as Ceo & Managing Director of the Company
 effective august 19, 2010. the Director placed on
 record their appreciation for valuable contribution made by Mr.Sobti
 during his tenure with the Company. Mr. Arun Sawhney
 was appointed as additional Director of the Company and holds office upto the date of the ensuing annual General Meeting. the Company has received notice alongwith
 requisite deposit from a member under Section 257 of the Companies act, 1956,
 proposing the candidature of Mr. Arun Sawhney as a
 Director of the Company. Mr. Sawhney was also
 appointed as Managing Director of the Company effective august 20, 2010 for a
 period of three years. approval of the shareholders is
 being sought at the ensuing annual General Meeting for appointment of Mr. Sawhney as the Managing Director of the Company for a
 period of three years and payment of remuneration to him. Mr. Sawhney being the Managing Director will not be liable to
 retire by rotation in terms of the articles of association of the Company.
  
 
Dr. Anthony H. Wild and Mr. Akihiro Watanabe who were appointed as Directors
 of the Company in the casual vacancies caused by resignation of Dr. Brian W.
 tempest and Mr. Surendra Daulet-Singh
 respectively hold office upto the date of the ensuing
 annual General Meeting. the Company has received
 notices alongwith requisite deposit from members
 under Section 257 of the Companies act, 1956 proposing the candidatures of Dr.
 Anthony H. Wild and Mr. Akihiro Watanabe as Directors of the Company.
  
 
CORPORATE GOVERNANCE
  
 
Report on Corporate Governance alongwith the
 Certificate of the auditors, M/s. B S R & Co. confirming compliance of
 conditions of Corporate Governance as stipulated under Clause 49 of the Listing
 agreement with the stock exchanges forms part of the annual report.
  
 
COST AUDIT
  
 
The reports of M/s. R.J. Goel & Co., Cost
 accountants, in respect of audit of the cost accounts relating to formulations
 and bulk drugs for the year ended December 31, 2010, will be submitted to the
 Central Government in due course.
  
 
AUDITORS
  
 
M/s. B S R & Co., Chartered accountants, retire as auditors of the
 Company at the conclusion of ensuing annual General Meeting and have confirmed
 their eligibility and willingness to accept the office of the auditors, if
 re-appointed.
  
 
STATEMENT OF EMPLOYEES
  
 
Statement of particulars of employees as required under Section 217(2a) of
 the Companies act, 1956 (“act”) and rules framed thereunder
 forms part of this report. However, in terms of the provisions of Section
 219(1) (b) (iv) of the act, this report and accounts
 are being sent to all the shareholders excluding the Statement of particulars
 of employees under Section 217(2a) of the act. any
 shareholder interested in obtaining a copy of the statement may write to the
 Company Secretary at the Corporate office of the Company.
  
 
ACKNOWLEDGEMENTS
  
 
The Directors hereby wish to place on record their appreciation of the
 significant contribution made by each and every employee of the Company. the Directors also thank all other stakeholders for their
 support and encouragement. Your Directors look forward to your continued
 support in the years to come.
  
 

  

   

   
 
   
   
   

   
On behalf of the Board of Directors
   
  
  

   

   
 
   
   
  
  

   

   
Gurgaon 
   
February 22, 2011
   
   

   
Dr. Tsutomu Une 
   
Chairman